Capital structure
Capital As of 31 December, 2009 the ordinary share capital amounted to CHF 1443 672. As of December 31, 2008, authorized capital of CHF 300 000 and conditional capital of CHF 132 600 was in place.
Authorized and conditional capital in particular
Authorized capital Authorized capital amounted to CHF 300000. Under Article 3 of the Articles of Incorporation, by May 14, 2010 the Board of Directors is authorized in accordance with the resolution passed by the General Meeting on May 14, 2008 to increase the share capital by a maximum of CHF 300000 at any time by issuing a maximum of 300000 bearer shares to be fully paid up with a par value of CHF 1 each. Increases by way of firm underwriting and increases in installments are permitted. The relevant issuing amount, the timing of the dividend entitlement and the nature of the contributions will be determined by the Board of Directors.
The Board of Directors is authorized to block the shareholders’ subscription rights if such new shares are to be used to take over companies by means of share swaps, or to finance the acquisition of companies, parts of companies or shareholdings or to finance new investment projects of the company.
Shares for which subscription rights have been granted but not exercised are to be sold on the market at market conditions.
Conditional capital Conditional capital amounted to a total of CHF 132 600.
The company’s share capital may be increased by a maximum of CHF 132 600 by issuing up to 132 600 bearer shares with a par value of CHF 1 each which must be fully paid up, including: a) up to an amount of CHF 32 600 by exercise of option rights, granted to the employees of the company or of one of its subsidiaries at conditions to be determined by the Board of Directors; b) up to an amount of CHF 100 000 by exercise of option or conversion rights granted in conjunction with bonds or similar paper issued by the company or one of its subsidiaries.
Shareholders’ subscription rights are excluded in relation to these bearer shares, which may not exceed 132 600 in number.
Capital changes For changes in consolidated shareholders’ equity in fiscal 2009 and fiscal 2008 reference is made to page 31 of the consolidated annual accounts. The development of consolidated shareholders’ equity in fiscal 2007 is presented on page 25 of the 2008 consolidated annual accounts.
The shareholders’ equity of Schweiter Technologies AG underwent the following changes during fiscal 2007 through fiscal 2009 (Page 88):

Shares and participation certificates As of December 31, 2009 the share capital consisted of 1443 672 bearer shares with a par value of CHF 1 each amounting to a total of CHF 1443 672. All bearer shares have been fully paid up. Each share entitles the holder to one vote at the General Meeting. All bearer shares are entitled to dividends. Schweiter Technologies has no participation certificates or dividend rights certificates outstanding.
Limitations on transferability and nominee registrations Transferability is not subject to any restrictions under the Articles of Incorporation. There are no restrictions in relation to nominee registrations.
Convertible bonds and options No convertible bonds were outstanding as of December 31, 2009. As set out in the section on authorized and conditional capital, by drawing on the conditional capital the company’s share capital may increase by a maximum of CHF 100 000 through the exercise of option or conversion rights granted in conjunction with bonds or similar paper issued by the company, or one of its subsidiaries.
Employee stock option plan There are no stock option plans or other employee share participation plans.
|