Capital structure

Share capital

in CHF31.12.201931.12.201831.12.201731.12.2016
Ordinary share capital26'069'99626'069'99623'700'00023'700'000
Conditional share capital714'256714'256714'256714'256
Authorised share capital3'908'0003'908'0004'400'0004'400'000
Treasury shares at 31 December121'873842'8372'062'906699'471


Ordinary capital

ORIOR AG's share cap­i­tal is fully paid in and amounts to CHF 26,069,996. It is di­vided into 6,517,499 reg­is­tered shares with a par value of CHF 4.00 each. There is only one cat­e­gory of reg­is­tered shares.


Conditional capital

The share cap­i­tal of the Com­pany may be in­creased by a max­i­mum of CHF 714,256 through the is­sue of a max­i­mum of 178,564 reg­is­tered shares with a par value of CHF 4.00 each, which must be fully paid-in, upon ex­er­cise of op­tions rights granted to the mem­bers of the Board of Di­rec­tors and em­ploy­ees of the Com­pany and sub­sidiaries un­der one or more share-based com­pen­sa­tion plans. The is­sue price for the new shares and the terms of the share-based com­pen­sa­tion plans is de­ter­mined by the Board of Di­rec­tors. The sub­scrip­tion rights and pre­emp­tive rights of share­hold­ers are ex­cluded with re­spect to this con­di­tional cap­i­tal in­crease. The ac­qui­si­tion of reg­is­tered shares through the ex­er­cise of op­tion rights and every sub­se­quent trans­fer are sub­ject to the re­stric­tions on en­try in the share reg­is­ter stip­u­lated in Ar­ti­cles 5 and 6 of the Ar­ti­cles of As­so­ci­a­tion.


Authorised share capital

The Board of Di­rec­tors is au­tho­rised to nom­i­nally in­crease the share cap­i­tal at any time up to 12 April 2020 by a max­i­mum par value of CHF 3,908,000 through the is­sue of a max­i­mum of 977,000 reg­is­tered shares with a par value of CHF 4.00 each, to be fully paid in. Par­tial cap­i­tal in­creases are per­mit­ted. The is­sue price, the date of the div­i­dend en­ti­tle­ment, and the type of con­tri­bu­tion will be de­ter­mined by the board of di­rec­tors. When ac­quired, the new reg­is­tered shares are sub­ject to the reg­is­tra­tion re­stric­tions laid down in Art. 5 and 6 of the Ar­ti­cles of As­so­ci­a­tion.

The Board of Di­rec­tors shall be au­tho­rised to re­strict or with­draw the pre-emp­tive sub­scrip­tion rights of share­hold­ers and to al­lo­cate them to third par­ties, (i) if the new shares are to be used to ac­quire an­other en­ter­prise, parts of an en­ter­prise or eq­uity in­ter­ests, or to fi­nance in­vest­ment pro­jects or to fi­nance or re­fi­nance any such trans­ac­tions by the Com­pany, or (ii) if the new shares are be­ing placed na­tion­ally and in­ter­na­tion­ally for the pur­pose of rais­ing eq­uity in a swift and flex­i­ble man­ner that would be dif­fi­cult to arrange or only at much less favourable con­di­tions if the pre-emp­tive sub­scrip­tion rights to the new shares were not re­stricted or with­drawn.

The Board of Di­rec­tors may al­low sub­scrip­tion rights that have not been ex­er­cised to lapse, or it may place these sub­scrip­tion rights, or reg­is­tered shares for which sub­scrip­tion rights were granted but not ex­er­cised, at mar­ket con­di­tions, or use them oth­er­wise in the in­ter­ests of the Com­pany.


Participation certificates and non-voting equity securities

ORIOR Group has not is­sued any par­tic­i­pa­tion cer­tifi­cates or non-vot­ing eq­uity se­cu­ri­ties.


Restrictions on share transfer, registration of nominees

There are no re­stric­tions on the trans­fer of the reg­is­tered shares of ORIOR AG. The sole con­di­tion at­tach­ing to en­try of a share­holder in the share reg­is­ter is a writ­ten state­ment signed by the per­son ac­quir­ing the shares that he is ac­quir­ing them in his own name and for his own ac­count. There are no fur­ther re­stric­tions on share­holder reg­is­tra­tion. Nom­i­nees will be en­tered in the share reg­is­ter with cor­re­spond­ing vot­ing rights, pro­vided that the rel­e­vant nom­i­nee is sub­ject to a recog­nised bank and fi­nan­cial mar­ket su­per­vi­sory au­thor­ity and has signed an agree­ment on his sta­tus with the Com­pa­ny's Board of Di­rec­tors. The to­tal num­ber of shares held by the nom­i­nee must not ex­ceed 2% of the Com­pa­ny's out­stand­ing share cap­i­tal. The Board of Di­rec­tors is en­ti­tled to reg­is­ter nom­i­nees with share­hold­ings ex­ceed­ing this limit in the share reg­is­ter with cor­re­spond­ing vot­ing rights, pro­vided that the nom­i­nees dis­close the names, ad­dresses, na­tion­al­i­ties and share­hold­ings of those per­sons for whose ac­count they are hold­ing 2% or more of the Com­pa­ny's out­stand­ing share cap­i­tal. No nom­i­nees with vot­ing rights ex­ceed­ing the 2% limit were reg­is­tered dur­ing the year un­der re­view.


Bond

In con­nec­tion with the re­fi­nanc­ing of out­stand­ing credit fa­cil­i­ties as well as for gen­eral cor­po­rate pur­poses in­clud­ing po­ten­tial ac­qui­si­tions, ORIOR AG is­sued on 26 Sep­tem­ber 2017 a six year bond with a nom­i­nal value of CHF 110 mil­lion (ISIN CH37961096). The bond pays a fixed in­ter­est rate of 0.625% and will be re­paid on 26 Sep­tem­ber 2023.


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