As of 31 December 2023, the share capital of the Company amounted to CHF 331,250.01 and was divided into 33,125,001 registered shares (vinkulierte Namenaktien) with a nominal value of CHF 0.01 each. The share capital is fully paid-up.
As of 31 December 2023, the Company held 155,494 treasury shares, representing 0.47% of the Company’s share capital. The Company purchased the treasury shares for the first time during the initial public offering (the “IPO”) as part of the preferential allocation and purchased additional treasury shares during the course of 2022 to support PolyPeptide’s share-based remuneration programs (see section 4 “Compensation framework for the Board of Directors” and section 5.1.4 “Long-term incentive program” of the Remuneration Report 2023).
As of 31 December 2023, the Company’s Articles of Association did not include a capital band.
Below is a summary of the Company’s conditional share capital for employee participations (art. 3a of the Articles of Association) as of 31 December 2023.
According to art. 3a of the Articles of Association, the share capital of the Company may be increased by up to CHF 6,000 by the issuance of up to 600,000 fully paid-up registered shares with a nominal value of CHF 0.01 each, upon the exercise of option rights or in connection with similar rights regarding shares (including performance stock units (PSU) and / or restricted stock units (RSU)) granted to officers and employees at all levels of the Company and its group companies according to respective regulations and resolutions of the Board of Directors. The pre-emptive rights and the advance subscription rights of the shareholders shall be excluded or restricted, respectively, if and to the extent the option rights are not allocated to the existing shareholders. The acquisition of registered shares based on art. 3a of the Articles of Association and every subsequent transfer of these registered shares shall be subject to the transfer restrictions pursuant to art. 5 of the Articles of Association. The conditions for the allocation and exercise of the option rights and other rights regarding shares from art. 3a of the Articles of Association are determined by the Board of Directors. The shares may be issued at a price below the respective market price. Option rights pursuant to art. 3a of the Articles of Association must be exercised in writing or in electronic form allowing proof by text. This also applies to the waiver of the exercise of these rights.
The conditional share capital was created at the general meeting on 6 April 2021. If fully utilized, the maximum amount of this conditional share capital (i.e., CHF 6,000) would equal approximately 1.8% of the existing share capital. The time period for an increase of the Company’s share capital pursuant to art. 3a of the Articles of Association is unlimited. As of 31 December 2023, no shares have been issued out of conditional share capital.
At the general meeting on 6 April 2021, two categories of authorized share capital ((i) authorized share capital for financing and acquisitions and (ii) authorized share capital for IPO) were created. The authority of the Board of Directors to increase the Company’s share capital by issuing shares out of the Company’s two categories of authorized share capital was limited until 5 April 2023. For more information see section 2.2.2 “Authorized share capital for financing and acquisitions” and section 2.2.3 “Authorized share capital for IPO” of the Corporate Governance Report 2022. In connection with the IPO and the reorganization of the Group, on 28 April 2021, the Company’s issued share capital was increased by CHF 31,250.01 as a result of the issuance of 3,125,001 shares with a nominal value of CHF 0.01 each out of authorized share capital. Specifically, 3,125,000 shares were issued out of the authorized share capital for IPO in relation to the shares issued and sold by the Company in the IPO and one share was issued out of the authorized share capital for financing and acquisitions. No other shares had been issued out of the Company’s two categories of authorized share capital until their deletion from the Company’s Articles of Association. See also section 2.3 “Changes in share capital” of this Corporate Governance Report 2023.
The Company proposed at the general meeting 2023 held on 12 April 2023 (“AGM 2023”) the deletion of the Company’s two categories of authorized share capital from its Articles of Association. The deletion was proposed in light of (i) the expiry of the time limit set in the Company’s Articles of Association for execution of the authorized capital until 5 April 2023, (ii) the authorized capital for IPO no longer being required and (iii) the introduction of the capital band pursuant to the reform of Swiss corporate law (art. 653s et. seq. CO). The proposed deletion of the two categories of authorized share capital from the Articles of Association was approved at the AGM 2023.
The Company was incorporated on 6 April 2021, at which time the issued share capital amounted to CHF 300,000, divided into 30,000,000 fully paid in registered shares with a nominal value of CHF 0.01 each. In connection with the IPO and the reorganization of the Group, on 28 April 2021, the Company’s issued share capital was increased by CHF 31,250.01 as a result of the issuance of 3,125,001 shares with a nominal value of CHF 0.01 each out of authorized share capital, resulting in a share capital of CHF 331,250.01, divided into 33,125,001 registered shares with a nominal value of CHF 0.01 each as of 31 December 2023. Specifically, 3,125,000 shares were issued out of the then applicable art. 3c of the Articles of Association (authorized share capital for IPO) in relation to the shares issued and sold by the Company in the IPO and one share was issued out of the then applicable art. 3b of the Articles of Association (authorized share capital for financing and acquisitions) following the contribution in kind of 50,000,000 shares of PolyPeptide Laboratories Holding B.V. from Draupnir Corporation S.à r.l.6
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|
Share capital (CHF) |
|
|
|
|
Amount as of 6 April 2021 (Incorporation of the Company) |
|
|
Ordinary share capital |
300,000.00 |
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Conditional share capital (if fully utilized) |
6,000.00 |
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Authorized share capital for financing and acquisitions (if fully utilized) |
30,000.00 |
|
Authorized share capital for IPO (if fully utilized) |
45,000.00 |
|
Amount as of 31 December 2021 |
|
|
Ordinary share capital |
331,250.01 |
|
Conditional share capital (if fully utilized) |
6,000.00 |
|
Authorized share capital for financing and acquisitions (if fully utilized) |
29,999.99 |
|
Authorized share capital for IPO (if fully utilized) |
13,750.00 |
|
Amount as of 31 December 2022 |
|
|
Ordinary share capital |
331,250.01 |
|
Conditional share capital (if fully utilized) |
6,000.00 |
|
Authorized share capital for financing and acquisitions (if fully utilized) |
29,999.99 |
|
Authorized share capital for IPO (if fully utilized) |
13,750.00 |
|
Amount as of 31 December 2023 |
|
|
Ordinary share capital |
331,250.01 |
|
Conditional share capital (if fully utilized) |
6,000.00 |
|
Authorized share capital for financing and acquisitions (if fully utilized) |
– |
|
Authorized share capital for IPO (if fully utilized) |
– |
As of 31 December 2023, the share capital of the Company amounted to CHF 331,250.01 and was divided into 33,125,001 registered shares (vinkulierte Namenaktien) with a nominal value of CHF 0.01 each, all fully paid-up.
Subject to the Percentage Limit described in art. 5 para. 3 of the Articles of Association and provided that its holder or usufructuary has been duly entered into the share register as a shareholder with voting rights on or before the relevant Record Date, each share carries one vote at a shareholders’ meeting. Aside from the limitations described in the preceding sentence, the shares rank pari passu in all other respects with each other, including in respect of entitlements to dividends, to a share in the liquidation proceeds in the case of a liquidation of the Company and to pre-emptive rights. Dividend and voting rights are suspended for treasury shares held by the Company.
The Company issues its registered shares only as uncertificated securities (Wertrechte) within the meaning of art. 973c CO, and registers them as book-entry securities (Bucheffekten) within the meaning of the Federal Act on Intermediated Securities (FISA). In accordance with art. 973c CO, the Company maintains a non-public register of uncertificated securities (Wertrechtebuch).
Shareholders have no right to request conversion of the form in which registered shares are issued into another form. Each shareholder may, however, at any time require from the Company a confirmation relating to their current shareholding, as reflected in the Company’s share register (Aktienbuch).
The Company has not issued any participation certificates (Partizipationsscheine).
The Company has not issued any dividend-right certificates (Genussscheine).
Art. 5 of the Articles of Association contains restrictions on shareholders’ possibility to be entered into the Company’s share register as a shareholder with voting rights and on the registration of nominees (“Nominees”).8
According to art. 5 para. 2 of the Articles of Association, and except as otherwise provided in the Articles of Association, persons acquiring shares shall on application be entered in the share register without limitation as shareholders with voting rights, provided they expressly declare themselves (i) to have acquired the shares in their own name and for their own account, (ii) that no agreements on the redemption or return of these registered shares exist, (iii) to bear the risk associated with the shares and (iv) comply with the disclosure requirements stipulated by the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading of 19 June 2015 (“FinMIA”). Entry in the share register as a shareholder with voting rights is subject to the approval of the Company.
Entry in the share register as a shareholder with voting rights may be refused based on the grounds set out in art. 5 paras 3-7 of the Articles of Association. If the Company does not refuse to register the acquirer as shareholder with voting rights within 20 calendar days upon receipt of the application, the acquirer is deemed to be a shareholder with voting rights. Non-recognized acquirers shall be entered in the share register as shareholders without voting rights. The corresponding shares shall be considered as not represented in the general meeting.
The Board of Directors may, according to art. 5 para. 3 of the Articles of Association, refuse the registration in the share register as a shareholder with voting rights if an acquirer would as a result of the recognition as a shareholder with voting rights directly or indirectly acquire, or hold in the aggregate, more than 10 percent of the registered shares recorded in the commercial register (the “Percentage Limit”).
The Board of Directors may enter the registration with voting rights in the share register according to art. 5 para. 4 of the Articles of Association even if 10 percent of the registered shares recorded in the commercial register are exceeded, (i) for shareholders who held or were allotted more than 10 percent of the registered shares recorded in the commercial register before completion of the IPO and only to the extent they held or were allotted such registered shares at that time and their respective legal successors (“Incumbent Shareholders”); (ii) if an Incumbent Shareholder (or such Incumbent Shareholder’s legal successor, respectively) acquires additional registered shares after the IPO; or (iii) if (A) a spouse, descendent, parent, sibling or an affiliated person of an Incumbent Shareholder (or such Incumbent Shareholder’s legal successor, respectively) or (B) any other acquirer acquires registered shares from an Incumbent Shareholder (or such Incumbent Shareholder’s legal successor, respectively) off-market, but in each case only to the extent such registered shares held by such Incumbent Shareholder (or such Incumbent Shareholder’s legal successor, respectively) had been registered with voting rights in the share register.
According to art. 5 para. 6 of the Articles of Association and subject to art. 652b para. 3 CO, the described limit for registration also applies to the subscription for or acquisition of registered shares by exercising pre-emptive, option or convertible rights arising from shares or any other securities issued by the Company or third parties.
According to art. 5 para. 7 of the Articles of Association legal entities or partnerships or other associations or joint ownership arrangements which are linked through capital ownership or voting rights, through common management or in like manner, as well as individuals, legal entities or partnerships (especially syndicates) which act in concert are considered as one shareholder or Nominee.
The Company may in special cases approve exceptions to the above restrictions (art. 5 para. 3, 4 and 5 of the Articles of Association). After due consultation with the persons concerned, the Company is further authorized to delete entries in the share register as shareholder with voting rights with retroactive effect if they were effected on the basis of false information or if the respective person does not provide the information pursuant to art. 5 para. 3 of the Articles of Association. The concerned person has to be immediately informed about the deletion. Until an acquirer of shares becomes a shareholder with voting rights for the shares in accordance with art. 5 of the Articles of Association, the acquirer may neither exercise the voting rights connected with the shares nor other rights associated with the voting rights.
For so long as the Company’s shares are issued as uncertificated securities and registered as book-entry securities, the transfer of shares and the granting of security rights must be made in accordance with FISA. The transfer of book-entry securities or the granting of security rights on book-entry securities by way of assignment is excluded.
The Company may in special cases approve exceptions to the restrictions as set out in art. 5 (Share Register, Transfer Restrictions) of the Articles of Association.
As of 31 December 2023, no exceptions under art. 5 of the Articles of Association had been granted during the period under review.
According to art. 5 para. 5 of the Articles of Association, persons not expressly declaring themselves to be holding the shares for their own account in their application for entry in the share register or upon request by the Company (hereafter referred to as “Nominees”) shall be entered in the share register as shareholders with voting rights without further inquiry up to a maximum of 3.0% of the share capital outstanding at that time. Subject to art. 5 para. 3 of the Articles of Association (see also section 6 “Shareholders’ participation rights” of this Corporate Governance Report), above this limit, registered shares held by Nominees shall be entered in the share register with voting rights only if in its application for registration, or thereafter upon request by the Company, the Nominee discloses the names, addresses and shareholdings of the persons for whose account the Nominee is holding 0.5% or more of the share capital outstanding at that time and provided that the disclosure requirements stipulated by the FinMIA are complied with. The Board of Directors has the right to conclude agreements with Nominees concerning their disclosure requirements.
According to art. 5 para. 6 of the Articles of Association and subject to art. 652b para. 3 CO, the described limit for registration also applies to the subscription for or acquisition of registered shares by exercising pre-emptive, option or convertible rights arising from shares or any other securities issued by the Company or third parties.
According to art. 5 para. 7 of the Articles of Association legal entities or partnerships or other associations or joint ownership arrangements which are linked through capital ownership or voting rights, through common management or in like manner, as well as individuals, legal entities or partnerships (especially syndicates) which act in concert are considered as one shareholder or Nominee.
The Company may in special cases approve exceptions to the above restrictions according to art. 5 para. 8 of the Articles of Association. After due consultation with the persons concerned, the Company is further authorized to delete entries in the share register as shareholder with voting rights with retroactive effect if they were effected on the basis of false information or if the respective person does not provide the information pursuant to art. 5 para. 3 of the Articles of Association. The concerned person has to be immediately informed about the deletion. Until an acquirer of shares becomes a shareholder with voting rights for the shares in accordance with art. 5 of the Articles of Association, the acquirer may neither exercise the voting rights connected with the shares nor other rights associated with the voting rights. As of 31 December 2023, no exceptions under art. 5 of the Articles of Association had been granted during the period under review.
The easement or abolition of the restrictions of the transferability of the registered shares requires a resolution of a shareholders’ meeting passed by at least two thirds of the represented share votes and an absolute majority of the par value of represented shares (see art. 12 of the Articles of Association).
As of 31 December 2023, neither the Company nor any of its subsidiaries has issued any bonds or options regarding the Company’s shares.
For information regarding the granting of Performance Share Units (PSUs) to selected employees of PolyPeptide, please refer to section 5.1.4 “Long-term incentive program” of the Remuneration Report 2023.