2 Capital Structure
For further details and the composition of the amounts of ordinary, authorised and conditional capital of Kuoni Travel Holding Ltd. at year-end, please see note 21 on page 37 of the Financial Report. Further information on the capital structure is available at http://www.kuoni.com/sharecapitalstructure.
2.2 Authorised and Conditional Capital in Particular
Conditional capital issuable via the exercising of conversion rights and / or warrants linked to bonds or similar debt issued by Kuoni Travel Holding Ltd. or any of its subsidiaries in the domestic or international capital markets amounts to a maximum of CHF 384 000.
In the case of issues of bonds or similar debt instruments to which conversion and / or warrant rights are attached, the pre-emptive rights of the existing shareholders are excluded. The holders of the said conver- sion and / or warrant rights are entitled to subscribe for new registered shares B. The acquisition of registered shares through the exercise of conversion and / or warrant rights and any subsequent transfer thereof are subject to the transfer and voting restrictions contained in the Articles of Incorporation. The Board of Directors is authorised to restrict or revoke the pre-emptive rights of shareholders when such bonds or similar debt instruments to which conversion and / or warrant rights are attached are issued to finance the acquisition of other companies or parts of companies. If shareholders’ pre-emptive rights are revoked by a decision of the Board of Directors, the conversion and / or warrant rights concerned will be issued at the prevailing market price, and the new registered shares will be issued at market rates, with due regard to the current market price of the registered shares concerned and / or of comparable financial instruments with a market price. The exercise period is limited to ten years for conversion rights and to seven years from the date of the bond issue for warrant rights.
Conditional capital of a maximum of CHF 96 000 also exists for use in exercising subscription or option rights granted to employees of Kuoni Travel Holding Ltd. or its subsidiaries under one or more employee stock option plans. In such cases, new registered shares B may also be issued to employees at rates below the current stock market price, and existing shareholders shall have no subscription rights. The terms and conditions for the issue of such shares shall be determined by the Board of Directors. The acquisition of registered shares under such employee stock option plans and any subsequent transfer thereof are subject to all the relevant statutory transfer and voting right restrictions.
There is no authorised capital.
2.3 Changes in Capital and Share Buyback Programme
For 2008, 2009 and 2010, please refer to note 7 on page 69 of the Financial Report.
2.4 Shares and Participation Certificates
The composition of the share capital of Kuoni Travel Holding Ltd. is shown on page 37 of the Financial Report. The unlisted registered shares A (nominal value CHF 0.20) have a five times lower nominal value than the listed registered shares B (nominal value CHF 1.–), and thus have five times greater voting rights. At the General Meeting of Shareholders of Kuoni Travel Holding Ltd. each registered share carries one vote. These voting rights can only be exercised if the shareholder is registered as a shareholder with voting rights in the Kuoni Travel Holding Ltd. share register. Under the Articles of Incorporation, such registration also requires a declaration from the shareholder that they have acquired the shares concerned in their own name and for their own account.
The registered shares of Kuoni Travel Holding Ltd. are uncertificated. The shareholder may demand at any time that Kuoni Travel Holding Ltd. issue a confirmation in respect of the registered shares which the shareholder currently owns. The shareholder is not entitled to the printing and delivery of certificates for registered shares. Kuoni Travel Holding Ltd., by contrast, may print and deliver certificates representing shares (single or global share certificates or certificates comprising multiple shares) at any time instead of uncertificated securities. Kuoni Travel Holding Ltd. may also cancel without replacement any such previously issued share certificate or uncertificated security.
Securities held with an intermediary may only be disposed of or used as collateral in compliance with the terms of the Swiss Intermediary-Held Securities Act (“Bucheffektengesetz”). Uncertificated securities which do not qualify as securities held with an intermediary may only be transferred by assignment. Such assignment shall only be valid if Kuoni Travel Holding Ltd. is notified thereof.
All registered shares are entitled to a dividend. Kuoni Travel Holding Ltd. waives its entitlement to a dividend on any shares held by the company as treasury shares at the time of the dividend payment. The voting rights attached to such shares are suspended by law.
Kuoni Travel Holding Ltd. has not issued any participation certificates.