Share Capital
As of December 31, 2024 the ordinary share capital of
Bossard Holding AG totaled CHF 40,000,000, of which
CHF 33,250,000 share capital relates to registered
A shares and CHF 6,750,000 to registered B shares.
Authorized and conditional capital
Bossard Holding AG holds 291,867 registered A shares
(2023: 291,867) in reserve. These reserve shares can be
used for management participation plans, acquisitions
or other purposes in the interest of the company and
carry no voting rights and are not entitled to dividends.
Other than this, Bossard Holding AG does not have any
authorized or conditional capital.
Changes in capital in the last three years
There were no changes in capital in the last three years.
Shares
The share capital of Bossard Holding AG is CHF 40,000,000.
It is divided into 6,650,000 registered A shares with a
nominal value of CHF 5 per share and 6,750,000 registered
B shares with a nominal value of CHF 1 per share
(voting right shares). The share capital is fully paid in.
With the exception of the own registered A shares held by
Bossard Holding AG, (i) each registered share entered in
the share register with voting rights is entitled to one
vote (see also limitations on transferability and nominee
registrations) and (ii) each registered share is entitled to a
dividend. The measurement
of voting rights by the number
of registered voting right shares is not applicable for
individual decisions specified in article 16 of the articles
of association. Only registered A shares are listed on the
SIX Swiss Exchange under the Swiss Reporting Standard
(formerly Domestic Standard). Registered B shares are
wholly owned by Kolin Holding AG. As of December 31,
2024, Bossard Holding AG held 292,348 own registered A
shares (including the 291,867 reserve shares mentioned
under authorized and conditional capital) that represent
2.182 percent of the total shares of Bossard Holding AG.
481 (0.004 percent) of these shares are held by Bossard
Holding AG as sales positions related to grants made
under its management participation plan. For further
details, please refer to the compensation report and
notes 11 and 15 of the financial report.
Participation and profit-sharing certificates
Bossard Holding AG has not issued any participation or
profit-sharing certificates.
Limitations on transferability and nominee registrations
According to article 7 of the articles of association, the
transfer of registered B shares is always subject to the
approval of the board of directors, irrespective of the form in
which these shares were issued. The board of directors may
reject such a request for good reason – primarily to protect
the purpose of the company and to maintain its economic
independence (article 9 of the articles of association).
In particular, this includes the transfer of registered B
shares to a competitor and a fiduciary transfer if the
acquirer does not inform the board of directors in writing
at its first request that she or he is acquiring the shares
concerned in her or his own name and for her or his own
account. Furthermore, the board of directors may refuse
its approval if it offers to the seller or acquirer of the
registered B shares that it will acquire these shares for
the account of the company, other shareholders or third
parties for at least their actual value at the time the request
was made (article 8 of the articles of association). If there
is good reason to do so, the board of directors may grant
exceptions to these rules (no exceptions have been
granted in the reporting year 2024). However, transfer
requests containing incorrect information must always be
rejected; a new, corrected request may subsequently be
submitted (article 9 of the articles of association). For the
incorporation or tightening of transferability restrictions, at
least two-thirds of the votes represented and an absolute
majority of the represented nominal share value are
required for a decision. These provisions also apply for
registered B shares, which are acquired (subscribed) by
the exercise of subscription, option or conversion rights,
and for the establishment of usufruct of registered B
shares.
Nominee registrations
According to article 6 of the articles of association, the
acquirer of a registered A share is entered in the share
register with voting rights provided that she or he confirms
that this share is held in her or his own name and
for her or his own account.
Up to a registration limit of 0.5 percent of the total number of registered A shares entered in the commercial register, anyone who does not expressly state that she or he is acting on her or his own account shall be acknowledged as being a nominee with voting rights. Beyond this registration limit, anyone who makes known to Bossard Holding AG the name, address and/or registered office of the person for whose account she or he holds more than 0.5 percent of the total number of registered A shares entered in the commercial register, shall be acknowledged as being a nominee with voting rights. Otherwise the acquirers of registered A shares shall be acknowledged or registered as shareholders without voting rights. The board of directors makes the necessary arrangements for the acknowledgment and registration of acquirers of registered A shares, and particularly also of nominees. These provisions also apply to registered A shares that have been acquired by exercising subscription, option or conversion rights as well as to the creation of rights of usufruct to registered A shares.
Outstanding bonds and options
Bossard Holding AG currently has no convertible bonds or
options outstanding. Information on conditional rights
to receive registered A shares of Bossard Holding AG
(outstanding options respectively restricted stock units/
RSUs or performance share units/PSUs) according to the
management participation plan that is offered to selected
members of the management of the Bossard Group is
disclosed in section 6 of the compensation report and in
note 15 of the financial report. Further detailed information
can be accessed on the electronic publication platform
of the SIX Swiss Exchange via the following link:
www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html#/