Capital structure

Capital

The share capital of Ina Invest Holding Ltd as of 31 December 2020 amounted to CHF 265,996.80, divided into 8,866,560 fully paid-up registered shares with a nominal value of CHF 0.03 each. In addition, as of the balance sheet date, Ina Invest Holding Ltd held conditional capital of CHF 13,299.84 and authorised capital of CHF 53,199.36. Relying on the conditional and authorised capital, the share capital can be increased by a total of CHF 66,499.20 under the conditions established in Art. 3a and 3b of the Articles of Association.

 

Conditional and authorised capital in particular

Conditional capital (Art. 3b of the Articles of Association)

The conditional capital may amount to a maximum of CHF 13,299.84, accounting for 5% of the existing share capital. The increase out of conditional capital would be based on issuing up to 443,328 registered shares with a nominal value of CHF 0.03 each, to be fully paid up, accompanied by the exercise of option rights granted to the employees or board members of Ina Invest Holding Ltd or of group companies. The subscription right of the shareholders is excluded. The holders of the option rights at the time of issue are entitled to subscribe to the new shares. The terms and conditions of options shall be determined by the Board of Directors (Art. 3b(1) of the Articles of Association).

No increase out of conditional capital was performed in the reporting year. For further information about option rights and the associated terms and conditions, see Art. 3b of the Articles of Association.

Authorised capital (Art. 3a of the Articles of Association)

The Board of Directors is entitled to increase the share capital by a maximum amount of CHF 53,199.36 by no later than 2 June 2022 by issuing up to 1,773,312 registered shares with a nominal value of CHF 0.03 each. The share capital may be increased by increments (Art. 3a (1) of the Articles of Association).

The Board of Directors shall determine the amount issued, the type of contributions, the date of issue, the conditions of exercise of the rights and when the shares become dividend-bearing. The Board of Directors may issue new registered shares by means of a firm underwriting by a Bank or other third party followed by an offering to the previous shareholders. The Board of Directors is entitled to restrict or prohibit the trading of subscription rights. The Board of Directors may allow unexercised subscription rights to lapse or place such unexercised rights or the registered shares for which they were granted for sale on standard market terms or otherwise use such rights or shares to the benefit of the Company (Art. 3a (3) of the Articles of Association).

The Board of Directors is entitled to revoke or restrict the shareholders’ subscription rights for up to 886,656 registered shares, to be fully paid up, and allocate them to certain shareholders or third parties in case the shares are used to acquire companies holding real estate development land, building projects or rental properties, or to invest in such companies or to finance or refinance such transactions (Art. 3a (4)(a) of the Articles of Association), to invest in strategic partners (Art. 3a (4)(b) of the Articles of Association) or in the event of a national or international offering (including private placement) of registered shares on standard market terms (Art. 3a (4)(c) of the Articles of Association). The subscription and acquisition of new registered shares and each further conveyance of the registered shares is also subject to the restrictions under Art. 5 of the Articles of Association (Art. 3a (2) of the Articles of Association).

 

Shares and participation certificates

The share capital as of 31 December 2020 is divided into 8,866,560 fully paid-up registered shares with a nominal value of CHF 0.03 each. Subject to Art. 5 of the Articles of Association, each share shall carry the right to one vote. There are no voting right shares or other shares with preferential rights. All registered shares are entitled to dividends, except for the treasury shares held by Ina Invest Holding Ltd.

Ina Invest Holding Ltd has not issued any participation certificates.

 

Dividend-rights certificates

Ina Invest Holding Ltd has not issued any dividend-rights certificates.

 

Restrictions on transferability and nominee registrations

Restrictions on transferability

There is no percentage clause under the Articles of Association that would enable any limitations on transferability of shares of Ina Invest Holding Ltd within the meaning of Art. 685d (1) of the Swiss Code of Obligations. According to Art. 5 (4)(a) and (b) of the Articles of Association, the Board of Directors can refuse to register a holder of registered shares as a shareholder with voting rights if (i) he fails to prove, at the request of Ina Invest Holding Ltd, that he acquired and held the shares in his own name and for his own account (Art. 5 (4)(a) of the Articles of Association), or (ii) his recognition as a shareholder prevents or could prevent Ina Invest Holding Ltd and/or its subsidiaries, according to the information available to Ina Invest Holding Ltd, from supplying legally required proof of the composition of the set of shareholders and/or of the beneficial owners of the shares (Art. 5 (4)(b) of the Articles of Association). Since Ina Invest Holding Ltd is in the real estate business, Ina Invest Holding Ltd must refuse to register persons abroad as defined by the Swiss Federal Act on the Acquisition of Real Estate by persons Abroad (Koller Act) if doing so might jeopardise the ability to prove that the Company and/or its subsidiaries are under Swiss control.

The implementing provisions for Art. 5 (4)(b) of the Articles of Association are found in the Regulations on Registration of Registered Shares and Keeping of the Share Register of Ina Invest Holding Ltd of 11 June 2020 (hereinafter "Registration Regulations").

According to section 5 of the Registration Regulations, the Board of Directors shall register a foreign shareholder in the Share Register as a shareholder with voting rights if:

1. the foreign shareholder meets the requirements applicable to all shareholders (sections 2 to 4 of the Registration Regulations);
2. the total number of the registered voting shares of foreign shareholders (including the shares of the foreign shareholder in question), does not exceed the threshold of 20% of the total number of registered voting shares of all shareholders; and
3. the number of registered voting shares held by the foreign shareholder in question does not exceed the threshold of 10% of the total number of registered voting shares of all shareholders.

Whenever the above thresholds are exceeded, foreign shareholders shall not be registered unless the authorising authority for the location of Ina Invest Holding Ltd's registered office issues a certificate confirming that Ina Invest Holding Ltd and its subsidiaries will not be considered to be under foreign control even after the additional foreign shareholder is registered in the share register. A “foreign shareholder” means any shareholder who is a person abroad within the meaning of Art. 5d in conjunction with Art. 6 of the Koller Act. Foreign shareholders within the meaning of that provision also include nominees (trustees) who have not disclosed the shareholders they represent.

Granting of exceptions

No exceptions were granted in the reporting year.

Admissibility of nominee registrations

According to section 4 of the Registration Regulations, any persons who do not expressly declare in their registration application that they hold the shares for their own account are considered to be nominees (trustees). According to Art. 5 (4)(a) of the Articles of Association, a nominee is entered in the Share Register as a shareholder with voting rights if the nominee declares in writing that he is willing to disclose the names, addresses and shareholdings of the persons for whom he holds the shares and/or will promptly disclose that information in writing on first demand. The exact wording of that rule can be found in the Articles of Association.

According to section 4 of the Registration Regulations, the Board of Directors shall register a nominee as a shareholder with voting rights, recognising a stake of up to 1% of the registered share capital entered in the Commercial Register, if the nominee declares in writing that he is willing to disclose the names, addresses and shareholdings of the persons for whom he holds the shares and/or will promptly disclose that information in writing on first demand. Nominees are required to have entered into an agreement with the Board of Directors regarding their status. Above the limit of 1%, the Board of Directors shall enter the registered voting shares of a nominee on condition that the nominee discloses the names, addresses, place of residence or registered office and the shareholdings of those persons for whose account he holds 0.25% or more of the registered share capital entered in the Commercial Register.

For further information, see the Registration Regulations.

Procedures and prerequisites for suspension of preferential rights or restrictions on transferability under the Articles of Association

There are no preferential rights under the Articles of Association. A suspension of restrictions on transferability requires a General Meeting resolution passed by at least two thirds of the voting shares represented and the absolute majority of the nominal value of the shares represented (AoA Art. 16 (1)(c) of the Articles of Association).

 

Convertible bonds and options

Ina Invest Holding Ltd has not issued any convertible bonds or options.