25. Equity
This note includes information about the Company’s share capital and dividend payments. The other components of equity consist of additional paid-in capital, the translation reserve, treasury shares and retained earnings.
Issued share capital
The Company had 382,270,872 shares in issue as of December 31, 2024 and December 31, 2023, all fully paid and with a nominal value of CHF 0.01 per share. The shares in issue as of December 31, 2024 represent €3.4 million of share capital (€3.4 million as of December 31, 2023).
Capital band and conditional share capital
As of December 31, 2024 and December 31, 2023, the Company had conditional share capital of CHF 640,106.48 and a capital band ranging from CHF 3,440,437.85 (lower limit) to CHF 4,587,250.46 (upper limit). The capital band was introduced in 2023 due to a revision of Swiss corporate law, replacing the previously existing authorized share capital.
Under the capital band, the Board of Directors is authorized to increase the share capital by up to 20% of the current share capital if shareholders’ subscription rights are granted, and by up to 10% if shareholders’ subscription rights are excluded. The Board of Directors may also reduce the share capital by up to 10% through cancellation of shares or nominal value reduction or by a simultaneous reduction and re-increase of the share capital. The authorization under the capital band is limited until April 20, 2026 or the full use of the capital band.
The total number of registered shares issued from (i) the capital band, where the shareholders’ subscription rights are excluded, and (ii) the conditional share capital, where the shareholders’ advance subscription rights for equity-linked financing instruments are excluded, may not exceed 38,227,087 registered shares. Within the limit outlined above, the proportion of new shares assigned to each of the categories is stipulated by the Board of Directors.
The proceeds from an issue of new shares under the capital band can be used for various purposes. This provides flexibility to seek additional capital, if required, for investment and acquisition opportunities or to take advantage of favorable market conditions to further improve the Group’s capital position.
The conditional share capital is divided into CHF 160,026.62 for employee benefit plans and CHF 480,079.86 for equity-linked financing instruments as of December 31, 2024 (also as of December 31, 2023).
Treasury shares
The Company purchases its own shares on the market to settle its obligations under the Group’s equity-settled share-based payment plans and arrangements (see note 30). The Company held 39,172 shares for this purpose as of December 31, 2024 (39,985 shares as of December 31, 2023), representing an amount of €0.8 million, or €1.0 million including foreign currency exchange movements (€1.0 million as of December 31, 2023, or €1.5 million including foreign currency exchange movements). All treasury shares are carried at acquisition cost.
In the year ended December 31, 2024, the Company transferred 225,111 treasury shares (380,166 treasury shares in the year ended December 31, 2023), representing €5.1 million (€9.2 million for the year ended December 31, 2023) to participants in the Group’s equity-settled share-based payment plans and arrangements.
The table below provides an overview of the Group’s treasury shares.
|
|
2024 |
|
2023 |
||||
|---|---|---|---|---|---|---|---|---|
(Number of treasury shares or in € million) |
|
Number |
|
Amount |
|
Number |
|
Amount |
Balance as of January 1 |
|
39,985 |
|
(1.5) |
|
23,295 |
|
(1.3) |
Purchases |
|
224,298 |
|
(4.6) |
|
396,856 |
|
(9.4) |
Transfer under equity-settled share-based payment plans and arrangements |
|
(225,111) |
|
5.1 |
|
(380,166) |
|
9.2 |
Balance as of December 31 |
|
39,172 |
|
(1.0) |
|
39,985 |
|
(1.5) |
Dividends
For the year ended December 31, 2024, the Board of Directors will propose to the Annual General Meeting to be held on April 8, 2025 a dividend payment of CHF 0.49 per share, totaling CHF 187.3 million (which, as per the exchange rate as of December 31, 2024, would equal €199.0 million). The dividend payment to be proposed is not recognized as a liability.
A dividend of CHF 0.48 per share, totaling CHF 183.5 million (€187.8 million), was paid to shareholders from the capital contribution reserve (additional paid-in capital) in April 2024. A dividend of CHF 0.47 per share, totaling CHF 179.6 million (€180.2 million), was paid from the capital contribution reserve in April 2023.
Accounting policy
Incremental costs directly attributable to the issue of shares and purchase of treasury shares are recognized as a deduction from equity. Any resulting tax effects of any transaction costs that are recognized in equity are also reflected in equity.
Treasury shares
The cost of repurchased shares is presented as a deduction from equity, in the separate category treasury shares. When treasury shares are subsequently transferred to settle the Group’s obligations under its equity-settled share-based payment plans and arrangements (or sold, if applicable), the related amount recognized as a share-based payment expense (or any amount received under a sale) is recognized as an increase in equity. Any resulting surplus or deficit is presented as an adjustment to additional paid-in capital. The Group applies the average cost method to calculate the surplus or deficit on the transfer or sale of treasury shares.