CAPITAL STRUCTURE

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):

 

 

 

 

in 1,000 CHF

2019

2018

2017

Equity

 

 

 

Share capital

25,000

25,000

25,000

Capital reserve

94,101

94,101

94,101

Retained earnings

535,678

525,530

571,349

Shareholders’ equity in the company

654,779

644,631

690,450

Non-controlling interests

0

5,657

4,753

Total Equity

654,779

650,288

695,204

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.