Capital structure

The share capital of Aduno Holding amounted to CHF 25 million on 31 December 2015. It is divided into 25,000 registered shares with restricted transferability and a par value of CHF 1,000 each. There is no authorised or contingent capital.

Changes in equity

Changes in equity over the past three years are shown as follows (values as at 31 December every year):

Shares and participation certificates

The share capital of Aduno Holding amounted to CHF 25 million on 31 December 2015, divided into 25,000 fully paid-in registered shares with restricted transferability with a par value of CHF 1,000 each. All shares are fully eligible for dividends for the 2015 financial year. There are no participation certificates.

Restriction of transferability

The transfer of shares is restricted in accordance with the articles of incorporation and requires the approval of the Board of Directors, who can refuse approval for the grounds listed in the articles of incorporation. The shareholders are bound by a shareholders’ agreement, according to which the transfer of the company’s shares is subject to restrictions. All parties to the shareholders’ agreement have a right of first refusal to the shares of a shareholder wishing to sell its shares. Any shares remaining after the right of first refusal has not been exercised or not been exercised in full may be transferred to a third party. In addition, all parties to the shareholders’ agreement have a pre-emptive right to buy shares vis-à-vis any third-party buyer. Finally, in the case of specific events as described in the shareholders’ agreement, every shareholder has a right to purchase the shares of a shareholder affected by a purchase case.

No exceptions were approved in the reporting year.

There is no percentage clause. Nominee entries are not generally excluded. However, the Board of Directors can refuse to give its approval if the buyer does not explicitly declare that it has acquired the shares in its own name and on its own behalf.

The transferability restrictions pursuant to the articles of incorporation can be deleted by an amendment to the articles of incorporation approved by the Annual General Meeting of shareholders.