ANNUAL REPORT 2019
2 CAPITAL STRUCTURE
2.1 Ordinary capital
As at December 31, 2019, the share capital of Feintool International Holding AG amounted to CHF 49 148 420, comprising 4 914 842 fully paid-up registered shares with a par value of CHF 10 each.
2.2 Authorized and conditional capital
By resolution of the General Meeting of April 24, 2018, the Board of Directors was authorized, if required, to create authorized capital amounting to a maximum of CHF 6 000 000 by issuing a maximum of 600 000 new shares with a par value of CHF 10 each. The new shares must be paid up in full. The Board of Directors is authorized to restrict or exclude the subscription right in certain cases. The shares may be issued in one or more steps. The authorization is limited to two years. The authorized share capital will expire on April 24, 2020.
On September 20, 2018, Feintool increased its share capital by CHF 4 518 710 by issuing 451 871 new shares with a par value of CHF 10 each. As at December 31, 2019, the authorized capital of Feintool International Holding AG thus amounted to CHF 1 481 290, comprising 148 129 registered shares with a par value of CHF 10 each.
Conditional capital for stock options plans
In accordance with Art. 3b, para. 2 of the Articles of Association (https://www.feintool.com/fileadmin/PDF/Statuten/FIH_Statuten_Nach_KE_20180919_EN.pdf), 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 66 and 92 of the Financial Report.
2.3 Changes in capital
1) in CHF
1) in CHF
2) The authorized capital from the financial year 2016 amounting to no more than CHF 6 million expired on April 19, 2018. Nevertheless, authorization was granted to the Board of Directors once again through a resolution at the General Meeting of April 24, 2018. 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 new shares can be issued in one or more stages. The approval is limited to a period of two years. The authorized capital will expire on April 24, 2020.
3) On September 20, 2018, 451 871 new shares, each with a nominal value of CHF 10, were issued as part of the capital increase programme. The shares were issued entirely from the “authorized capital”.
1) in CHF
For details on financial years prior to 2016, please refer to page 98 onwards of the 2016 Annual Report.
The 4 914 842 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, 2019.