ANNUAL REPORT 2021
2 CAPITAL STRUCTURE
2.1 Ordinary capital
As at December 31, 2021, 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
The authorized capital of Feintool International Holding AG available on December 31, 2019, in the amount of CHF 1 481 290, corresponding to 148 129 registered shares with a par value of CHF 10, expired on April 24, 2020.
However, the General Assembly as of April 20, 2021 resolved the creation of CHF 10 million of authorized capital with an expiration date of April 19, 2023.
Conditional capital for stock options plans
In accordance with Art. 3b, para. 2 of the Articles of Association (https://www.feintool.com/fileadmin/2019_Ablagestruktur/Company/Corporate_Governance/Principles/FIH_Statuten_20210420.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 section 24 of the Notes to the financial statement and section 12 of the Notes to the Financial Statements of Feintool International Holding AG.
2.3 Changes in capital
1) in CHF
1) in CHF 2) The authorized capital of a maximum of CHF 6 million created in the 2016 financial year expired on April 19, 2018. The Board of Directors was once again granted authorization by means of a resolution of the General Meeting on April 24, 2018, however. This authorization expired in the reporting period 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”.
4) The General Assembly as of April 20, 2021 resolved the creation of CHF 10 million of authorized capital with an expiration date of April 19, 2023.
1) in CHF
For details on financial years prior to 2017, please refer to page 98 onwards of the 2017 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, 2021.