Header_CorpGov

Annual Report 2016

2 CAPITAL STRUCTURE

2.1 Ordinary capital

As at December 31, 2016, the share capital of Feintool International Holding AG amounted to CHF 44 629 710, comprising 4 462 971 fully paid-up registered shares with a par value of CHF 10 each.

2.2 Authorized and conditional capital

Authorized capital

According to the decision of the Annual General Meeting of April 19, 2016, the Board of Directors was authorized to create capital up to a maximum amount of CHF 6 000 000 as needed through the issue of up to 600 000 new shares, each having a nominal value of CHF 10. The new shares are to be paid up in full. The Board of Directors is authorized to restrict or exclude subscription rights under certain circumstances. The shares can be issued in one or more steps. The authorization is limited to two years. The authorized capital will expire on April 19, 2018.

Conditional capital for stock options plans

In accordance with Art. 3b, para. 2 of the Articles of Association (www.feintool.com/en/company/corporate-governance.html), the share capital is to be increased, to the exclusion of the subscription rights of existing shareholders, by a maximum of CHF 557 500 through the issue of a maximum of 55 750 registered shares to be fully paid up and with a par value of CHF 10 each (stock option plan). However, no stock options were issued. For further details of the capital structure, please see pages 67 and 88 of the Financial Report.

2.3 Changes in capital

Share capital

Date Description Type of capital Number Par value 1) Increase/ decrease 1) Capital 1) Number of shares 2)
12/31/2013 held         44 629 710 4 462 971
12/31/2014 held         44 629 710 4 462 971
12/31/2015 held         44 629 710 4 462 971
12/31/2016 held         44 629 710 4 462 971

1)in CHF

2)On April 16, 2013, Feintool converted the par value of Feintool shares from the previous value of CHF 50 per share to 5 shares with a par value of CHF 10 (share split). All details regarding the number of shares (including data for the years prior to the split) were therefore calculated based on a par value of CHF 10.

Authorized capital

Date Description Type of capital Number Par value 1) Increase/ decrease 1) 2) Capital 1) Number of shares
12/31/2013 held         12 660 540 1 266 054
01/24/2014 expired   1 266 054 10 12 660 540
12/31/2014 held        
12/31/2015 held        
04/19/2016 created   600 000 10 6 000 000 6 000 000 600 000
12/31/2016 held         6 000 000 600 000

1)in CHF

2)According to the decision of the Annual General Meeting of April 19, 2016, the Board of Directors is authorized to create capital up to a maximum amount of kCHF 6 000 as required through the issue of up to 600 000 new shares, each having a nominal value of CHF 10. The approval is limited to a period of two years. The new shares can be issued in one or more stages. The authorized capital will expire on April 19, 2018.

Conditional capital for stock option plans

Date Description Type of capital Number Par value 1) Increase/ decrease 1) Capital 1) Number of shares
12/31/2013 held conditional capital       557 500 55 750
12/31/2014 held conditional capital       557 500 55 750
12/31/2015 held conditional capital       557 500 55 750
12/31/2016 held conditional capital       557 500 55 750

1)in CHF

For details on financial years prior to 2013, please refer to page 87 onwards of the 2013 Annual Report.

2.4 Shares

The 4 462 971 registered shares of Feintool International Holding AG have a par value of CHF 10 each and are fully paid up. One registered share corresponds to one vote. There are no voting right restrictions, and there are no voting or preference shares (unitary share structure). All shares have equal dividend rights. Feintool International Holding AG does not have any participation capital.

2.5 Dividend right certificates

Feintool International Holding AG does not have any dividend right certificates.

2.6 Limitations on transferability and nominee registrations

2.6.1 Limitations on transferability for each share category

In accordance with Art. 4 of the Articles of Association, the voting rights attached to shares and other rights that accompany voting rights may only be exercised by those recorded in the share register as voting shareholders. The Board of Directors may refuse registration as a shareholder with voting rights if a person acquiring shares does not expressly declare that they have acquired the shares in their own name and at their own expense.

2.6.2 Granting of exceptions

No exceptions to the above limitations on transferability were granted during the financial year.

2.6.3 Nominee registrations

As stated in section 2.6.1, there are no privileges or restrictions with regard to transferability with the exception of the nominee registrations clause.

2.6.4 Procedures and conditions for canceling privileges and transfer restrictions laid down in the Articles of Association

Any amendment to these provisions (easing or limitation) requires the approval of at least two-thirds of the votes represented and an absolute majority of the share par values represented (Art. 12 of the Articles of Association).

2.7 Convertible bonds and options

There were no convertible bonds or options issued as at December 31, 2016.