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2. Capital structure

2.1 Ordinary share capital

The ordinary share capital of the Company as registered with the commercial register of the Canton of Schaffhausen amounts to CHF 3,375,208.72 as of 31 December 2021.

It currently consists of 337,520,872 fully paid-up registered shares with a nominal value of CHF 0.01 per share.

2.2 Authorised and conditional share capital

The Company has authorised share capital of CHF 675,041.74 and conditional share capital of CHF 640,106.48 each as of 31 December 2021.

The Board of Directors is authorised to increase the share capital at any time until 21 April 2023 by a maximum of CHF 675,041.74 through the issue of up to 67,504,174 shares of CHF 0.01 nominal value each.

The conditional share capital of CHF 640,106.48 (i.e. 64,010,648 shares of CHF 0.01 nominal value each) is divided into the following amounts:

  • CHF 160,026.62 for employee benefit plans
  • CHF 480,079.86 for equity-linked financing instruments

Capital increases from authorised and conditional share capital are subject to a single combined limit, i.e. the total number of new shares that may be issued from the authorised and conditional share capital together in accordance with art. 4, 5 and 6 of the Articles of Association may not exceed 67,504,174 shares (i.e. CHF 675,041.74, corresponding to 20% of the existing share capital). Within the limit outlined above, the proportion of new shares assigned to each of the categories is stipulated by the Board of Directors. Any newly issued shares are subject to the restrictions set out in art. 7 of the Articles of Association. However, the shares issued from authorised and conditional share capital under the exclusion of subscription and advance subscription rights, respectively, is limited until 21 April 2023 to a single combined maximum of 33,752,087 shares (equaling CHF 337,520.87 or 10% of existing share capital).

Reference is made to the Articles of Association for the precise wording of provisions relating to authorised and conditional share capital, in particular art. 4, 5 and 6 of the Articles of Association. Among other matters, these contain details regarding the beneficiaries of the employee benefit plan and the entitlements to withdraw or restrict shareholders’ subscription rights. The relevant provisions can be downloaded as a pdf document at https://www.sig.biz/investors/en/governance/articles-of-association.

2.3 Changes in capital

On 22 February 2021, the Company increased its share capital by CHF 174,676.32 from CHF 3,200,532.40 to CHF 3,375,208.72 through the issuance of 17,467,632 fully paid-up registered shares with a nominal value of CHF 0.01 per share out of its authorised share capital. The newly issued shares had been fully allocated to Al Obeikan Group for Investment Company CJS as part of the purchase price for the purchase of the remaining shares in its joint venture companies in Saudi Arabia (i.e. Al Obeikan SIG Combibloc Company Ltd., Riyadh) and in the UAE (i.e. SIG Combibloc FZCO, Dubai).

2.4 Shares, participation certificates and profit-sharing certificates

The shares are registered shares with a nominal value of CHF 0.01 each and are fully paid-in. Each share carries one vote at a shareholders’ meeting. The shares rank pari passu in all 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 subscription and advance subscription rights.

The Company issues its shares as uncertificated securities (Wertrechte), within the meaning of art. 973c of the Swiss Code of Obligations (“CO”) and in accordance with art. 973c CO, the Company maintains a register of uncertificated securities (Wertrechtebuch).

The shares which are entered into the main register of SIX SIS AG consequently constitute book-entry securities (Bucheffekten) within the meaning of the Federal Act on Intermediated Securities (“FISA”).

The Company has neither outstanding participation certificates nor shares with preferential rights.

2.5 Dividend-right certificates (Genusscheine)

The Company has not issued any profit-sharing certificates (Genussscheine).

2.6 Limitations on transferability and nominee registrations

According to art. 7 of the Articles of Association, any person holding shares will upon application be entered in the share register without limitation as shareholders with voting rights, provided it expressly declares to have acquired the shares in its own name and for its own account.

Any person that does not expressly state in its application to the Company that the relevant shares were acquired for its own account may be entered in the share register as a shareholder with voting rights without further inquiry up to a maximum of 5% of the issued share capital outstanding at that time. Above this limit, shares held by nominees are entered in the share register with voting rights only if the nominee in question makes known the names, addresses and shareholdings of the persons for whose account it is holding 1% or more of the outstanding share capital available at the time, and provided that the disclosure requirement stipulated in the FMIA is complied with. In addition, the Board of Directors has the right to conclude agreements with nominees concerning their disclosure requirements. Such agreements may further specify the disclosure of beneficial owners and contain rules on the representation of shareholders and the voting rights. The percentage limit mentioned above also applies if shares are acquired by way of exercising subscription, advance subscription, option or conversion rights arising from shares or any other securities issued by the Company or any third party.1

The setting and cancelling of the limitation on transferability in the Articles of Association require a resolution of the shareholders’ meeting of the Company passed by at least 2/3 of the represented share votes and an absolute majority of the par value of represented shares.

2.7 Convertible bonds and warrants/options

As of 31 December 2021, the Company has no outstanding bonds or debt instruments convertible into or option rights in the Company’s securities.

As of 31 December 2021, a total of 763,636 Performance Share Unit (“PSU”) and Restricted Share Unit (“RSU”) awards were outstanding, subject to fulfilment of pre-defined vesting conditions, in connection with SIG’s compensation framework, in particular the SIG Long-Term Incentive Plan. Each awarded PSU and RSU represents the contingent right to receive one SIG share. The Group expects to settle its obligation under these plans and arrangements by using own shares (treasury shares) or, alternatively, by using shares issued out of conditional share capital. If the PSUs and RSUs were fully vested and exclusively shares out of conditional share capital were used, this would increase the existing share capital by approximately 0.43%. Please refer to the Compensation Report for further information pertaining to any PSUs and RSUs awarded as an element of executive compensation.

Furthermore, the Group introduced in 2020 an equity investment plan (“EIP”) for a wider group of management in leadership positions, other key employees and talents under which the participants may choose to invest in shares in the Company at market value. The number of employees invited to participate in the EIP is limited per year to 2% of the Group’s employees. The amount a participant may invest per year is limited to the value of the annual short-term incentive target amount of such participant for the relevant year. The shares are blocked for three years. For each purchased share, the Group grants the participants two matching options to purchase another two shares at a pre-defined exercise price at the end of a three-year vesting period. The Group expects to settle its obligations under these plans and arrangements by using own shares (treasury shares) or, alternatively, by using shares issued out of conditional share capital. If the options were fully vested and exclusively shares out of conditional share capital were used, this would increase the existing share capital by approximately 0.09%. Please refer to note 31 of the consolidated financial statements for the year ended 31 December 2021 for additional information about the EIP options.

1 For a comprehensive description on the limitations to transferability and nominee registration refer to art. 7 of the Articles of Association.