CAPITAL STRUCTURE

The share capital of Aduno Holding amounted to CHF 25 million on 31 December 2016. It is divided into 25,000 registered shares with restricted transferability and a par value of CHF 1,000 each. There is no authorised or contingent capital.

Changes in equity

Changes in equity over the past three years are shown below (values as at 31 December every year):

 

 

 

 

in 1,000 CHF

2016

2015

2014

Equity

 

 

 

Share capital

25,000

25,000

25,000

Capital reserve

94,101

94,101

94,101

Retained earnings

524,359

424,537

368,196

Shareholders’ equity in the company

643,460

543,638

487,297

Non-controlling interests

(724)

(454)

(910)

Total Equity

642,735

543,184

486,387

Shares and participation certificates

The share capital of Aduno Holding amounted to CHF 25 million on 31 December 2016, divided into 25,000 fully paid-in registered shares with restricted transferability with a par value of CHF 1,000 each. All shares are fully eligible for dividends for the 2016 financial year. There are no participation certificates.

Restriction of transferability

The transfer of shares is restricted in accordance with the bylaws and requires the approval of the Board of Directors, who can refuse approval for the grounds listed in the bylaws. The shareholders are bound by a shareholders’ agreement, according to which the transfer of the company’s shares is subject to restrictions. All parties to the shareholders’ agreement have a right of first refusal to the shares of a shareholder wishing to sell its shares. Any shares remaining after the right of first refusal has not been exercised or not been exercised in full may be transferred to a third party. In addition, all parties to the shareholders’ agreement have a pre-emptive right to buy shares vis-à-vis any third-party buyer. Finally, in the case of specific events as described in the shareholders' agreement, every shareholder has a right to purchase the shares of a shareholder having to sell its shares.

No exceptions were approved in the reporting year.

There is no percentage clause. The registration of nominees is not generally excluded. However, the Board of Directors can refuse to give its approval if the buyer does not explicitly declare that it has acquired the shares in its own name and on its own behalf.

The transferability restrictions pursuant to bylaws can be cancelled by an amendment to the bylaws approved by the Annual General Meeting.