ANNUAL REPORT 2017

2 CAPITAL STRUCTURE

2.1 Ordinary capital

As at December 31, 2017, 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/fileadmin/user_upload/Unternehmen/Corporate_Governance/Grundsaetze/Statuten_2016_EN.pdf.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

Number

Par value 1)

Increase/ decrease 1)

Capital 1)

Number of shares

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

12/31/2017

held

44 629 710

4 462 971

1) in CHF

Authorized capital

Date

Description

Number

Par value 1)

Increase/ decrease 1)

Capital 1)

Number of shares

12/31/2014

held

12/31/2015

held

04/19/2016

created 2)

600 000

10

6 000 000

6 000 000

600 000

12/31/2016

held

6 000 000

600 000

12/31/2017

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

Number

Par value 1)

Increase/ decrease 1)

Capital 1)

Number of shares

12/31/2014

held

557 500

55 750

12/31/2015

held

557 500

55 750

12/31/2016

held

557 500

55 750

12/31/2017

held

557 500

55 750

1) in CHF

For details on financial years prior to 2014, please refer to page 83 onwards of the 2014 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, 2017.