The share capital of Aduno Holding amounted to CHF 25 million on 31 December 2019. 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):
Shares and participation certificates
The share capital of Aduno Holding amounted to CHF 25 million as at 31 December 2019, 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 entitled to dividends for financial year 2019. 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 reasons listed in the bylaws. The shareholders are bound by a shareholders’ agreement, pursuant to which the transfer of shares of the company is limited. All parties to the shareholders’ agreement have a right of first refusal to the shares of a shareholder wishing to sell its shares. If any first privileges are not exercised or are incompletely exercised, remaining shares 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 by the Board of Directors 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.