As of 31 December 2025, the ordinary 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 2025, the Company held 118,436 treasury shares (2024: 128,505), representing 0.36% (2024: 0.39%) of the Company’s share capital.
Below is a summary of the Company’s capital band, conditional share capital for employee participations and conditional share capital for financing as of 31 December 2025.
The Company has a capital band ranging from CHF 331,250.01 (lower limit) to CHF 380,937.51 (upper limit). The Board of Directors is authorized within the capital band to increase the share capital once or several times and in any amounts by issuing in aggregate up to 4,968,750 registered shares with a nominal value of CHF 0.01 each until 9 April 2030 or until an earlier expiry of the capital band. 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.
In certain circumstances specified in art. 3a para. 4 of the Articles of Association, the Board of Directors is authorized to withdraw or restrict pre-emptive rights of existing shareholders and allocate such rights to individual shareholders, third parties, the Company or any of its group companies. For the list of these circumstances, refer to art. 3a para. 4 of the Articles of Association.
The capital band was created at the general meeting on 9 April 2025. If fully utilized, the maximum amount of this capital band (i.e., CHF 49,687.50) would equal 15% of the existing ordinary share capital. As of 31 December 2025, no shares have been issued out of the capital band.
Further details on the capital band, including the terms and conditions for issuing registered shares out of the capital band, are provided in art. 3a of the Articles of Association. In addition, according to art. 3a para. 6 of the Articles of Association, if the share capital increases due to an increase from conditional capital in accordance with art. 3b or art. 3c of the Articles of Association, the upper and lower limits of the capital band shall increase in accordance with the extent of the increase in the share capital.
According to art. 3b 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. 3b 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 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. 3b of the Articles of Association is unlimited. As of 31 December 2025, no shares have been issued out of conditional share capital for employee participations.
Further details on the conditional share capital for employee participations, including the terms and conditions for issuing registered shares out of the conditional share capital for employee participations, are provided in art. 3b of the Articles of Association.
According to art. 3c of the Articles of Association, the share capital of the Company may be increased by up to CHF 49,687.50 by the issuance of up to 4,968,750 fully paid up registered shares with a nominal value of CHF 0.01 each through the voluntary or mandatory conversion of convertible bonds or similar instruments or the voluntary or mandatory exercise of exchange, option, subscription or other rights to acquire registered shares, or through obligations to acquire registered shares, which were granted to, or imposed on, shareholders or third parties alone or in connection with newly or already issued bonds or other debt instruments, options, warrants or other securities or contractual obligations (collectively “Financial Instruments”) of the Company or one of its group companies. The acquisition of registered shares based on art. 3c 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. When shares are issued pursuant to art. 3c of the Articles of Association, the pre-emptive rights of existing shareholders shall be excluded. The respective owners of the Financial Instruments shall be entitled to subscribe for the new shares.
In certain circumstances specified in art. 3c para. 4 of the Articles of Association, the Board of Directors is authorized to withdraw or restrict the advance subscription rights of existing shareholders in connection with the issuance of or entry into Financial Instruments by the Company or any of its group companies. For the list of these circumstances, refer to art. 3c para. 4 of the Articles of Association.
The conditional share capital for financing was created at the general meeting on 9 April 2025. If fully utilized, the maximum amount of this conditional share capital (i.e., CHF 49,687.50) would equal 15% of the existing share capital. The time period for an increase of the Company’s share capital pursuant to art. 3c of the Articles of Association is unlimited. As of 31 December 2025, no shares have been issued out of conditional share capital for financing.
Further details on the conditional share capital for financing, including applicable terms and conditions for issuing registered shares out of the conditional share capital for financing, are provided in art. 3c of the Articles of Association.
As of 31 December 2025, the Company’s Articles of Association did not include any authorized share capital. Consequently, there was no increase from authorized capital in the reporting year. For past increases from authorized capital, see sections 2.2.3 “Authorized capital” and 2.3 “Changes in share capital” of the Corporate Governance Report 2023.
As of 31 December 2025, and the preceding two financial years, the share capital of the Company comprised the following:
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|
Share capital (CHF) |
|
|
|
|
Amount as of 31 December 2023 |
|
|
Ordinary share capital |
331,250.01 |
|
Conditional share capital for employee participations (if fully utilized) |
6,000.00 |
|
Amount as of 31 December 2024 |
|
|
Ordinary share capital |
331,250.01 |
|
Conditional share capital for employee participations (if fully utilized) |
6,000.00 |
|
Amount as of 31 December 2025 |
|
|
Ordinary share capital |
331,250.01 |
|
Conditional share capital for employee participations (if fully utilized) |
6,000.00 |
|
Conditional share capital for financing (if fully utilized) |
49,687.50 |
|
Capital band 1 (if fully utilized) |
49,687.50 |
As of 31 December 2025, 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).
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.
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 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 (and their respective legal successors) 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 (“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. 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 limits of registration also apply 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.
According to art. 5 para. 8 of the Articles of Association, the Company may in special cases approve exceptions to the above restrictions (art. 5 paras. 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.
As of 31 December 2025 no agreements with Nominees concerning their disclosure requirements existed and 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 2025, 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 2025.