2. Capital structure

2.1. Share capital

As at 31.12.2017, the share capital consisted of 1,434,760 registered shares (securities number 2 466 652 / ISIN CH0024666528) of a nominal value of CHF 10. The share capital is fully paid up. Each share is equivalent to one vote. There are no preferential rights. The company has issued neither dividend-rights certificates nor profit participation certificates.

2.2. Conditional and approved capital

As at 31 December 2017, HOCHDORF Holding Ltd had conditional share capital amounting to a nominal total of no more than CHF 7,173,800 or no more than 717,380 registered shares of a nominal value of CHF 10. This is reserved for the outstanding mandatory convertible bond that runs from 30.03.2017 to 30.03.2020.

As at 31 December 2017, HOCHDORF Holding Ltd had no authorised capital.

2.3. Capital changes

An overview of capital changes can be found on page 70 of the Annual Report.

2.4. Restrictions on transferability

As a matter of principle, there are no restrictions on the transfer of shares of HOCHDORF Holding Ltd. In regard to the relationship with the company, shareholders are those who are recorded in the share register. A share register is kept for registered shares, and their owners are recorded therein. The company must be notified of any changes. An entry in the shareholder register requires proof of the share acquisition. Buyers of registered shares are entered in the share register as shareholders with voting rights, on request, provided that they expressly declare that they have acquired the registered shares in their own name for their own account. If the buyer is not prepared to make such a declaration, the Board of Directors may refuse the entry with voting rights. The recording limit is 15% of the voting rights.

2.5 Mandatory convertible bond

In 2017 HOCHDORF Holding Ltd issued a mandatory convertible bond for a nominal amount of CHF 218.49 million. The interest rate is 3.5% for the entire term from 30.03.2017 to 30.03.2020. The conversion period runs from 03.01.2018 to 13.03.2020. The conversion price is CHF 304.67. A nominal figure of CHF 5,000 authorises the subscription of 16.41 HOCHDORF Holding Ltd registered shares. Fractions are paid out in cash.

2.6 Hybrid capital

In 2017 HOCHDORF Holding Ltd issued a hybrid bond for a nominal amount of CHF 125 million. It is a perpetual subordinated bond which pays interest with a coupon rate of 2.5%. The hybrid bond has its first call date after five-and-a-half years. If this is not exercised, the amount of interest payable increases (step-up).