CAPITAL STRUCTURE
As of December 31, 2016, Chocoladefabriken Lindt & Sprüngli AG had the following capital structure:
Ordinary capital
The ordinary capital is composed of two securities types:
* 136,088 registered shares, par value of CHF 100.– each
** 1,013,136 bearer participation certificates, par value of CHF 10.– each
The registered share has a voting right at the General Meeting; bearer participation certificates have no voting rights. Both types of shares have the same rights to dividends and proceeds of liquidation in proportion to their par value. All shares are fully paid in. No bonus certificates (“Genussscheine”) were issued.
Authorized and conditional capital
The Group has total conditional capital of CHF 4,591,060, comprising 459,106 bearer participation certificates with a par value of CHF 10.– each. On December 31, 2015, of this total, the remaining 204,656 are reserved for employee stock option programs; 254,450 participation certificates are reserved for capital market transactions. Further information about authorized and conditional capital can be found in article 4bis of the Articles of Association, available on the Web site of Chocoladefabriken Lindt & Sprüngli AG.
There is no authorized capital apart from the conditional capital.
Changes in capital
During the past three reporting years, the following changes have occurred in the ordinary and conditional capital:
Number of securities, status as at December 31
* Registered shares (RS), par value CHF 100.–
** Bearer participation certificates (PC), par value CHF 10.–
Restrictions regarding assignability and nominee entries
Both registered shares and participation certificates can be acquired without restrictions. According to article 3, subsection 6 of the Articles of Association, however, the Board of Directors may refuse full shareholder status to a buyer of registered shares if the number of shares held by that buyer exceeds 4% of the total of registered shares as entered in the commercial register. Moreover, according to article 685d, subsection 2 OR (Swiss Code of Obligations), the Board of Directors may refuse entry into the share register if, upon demand by the Board, the buyer does not formally state that the shares are purchased on his own behalf and for his own account.
According to article 3, subsection 7 of the Articles of Association, corporate bodies and partnerships related to one another through capital ownership, through voting rights or common management, or otherwise linked, as well as natural persons and legal entities or partnerships acting in concert in regard to a registration restriction, are considered to be one single shareholder. Based on article 3, subsection 9 of the Articles of Association, the Board of Directors may make exceptions to these provisions in special cases and adopt suitable provisions for the application of these rules. The implementing provisions for these rules are defined in the regulation of the Board of Directors on “Registration of registered shares and maintaining the share register of Chocoladefabriken Lindt & Sprüngli AG.”
http://www.lindt-spruengli.com/investors/corporate-governance/board-regulations/
According to these provisions, particularly (1) the intention of a shareholder to acquire a long-term interest in the company or (2) the acquisition of shares as part of a long-term strategic business relationship or a merger, together with the acquisition or allocation of shares on the occasion of the acquisition by the company of a particular asset, are treated as special cases within the meaning of article 3, subsection 9 of the Articles of Association.
In the year under review, no exceptions were granted. Based on long-term participation and with regard to the purpose of the Foundation, the Board of Directors already granted such an exception prior to the year under review for the 20.23% of the voting rights of the “Fonds für Pensionsergänzungen der Chocoladefabriken Lindt & Sprüngli AG”, “Finanzierungsstiftung für die Vorsorgeeinrichtungen der Chocoladefabriken Lindt & Sprüngli AG”, “Lindt Cocoa Foundation”, and “Lindt Chocolate Competence Foundation”, all in Kilchberg, ZH.
A nominee shareholder will be granted full shareholderstatus for a maximum of 2% of the registered share capitalas entered in the commercial register, if such nominee discloses – in writing – the name, address, domicile or seat, nationality, and shareholdings of those persons on whose account he holds the shares. Over the limit of 2%, the Board of Directors will enter the shares of a nominee as voting total shares in the shareholder register if such nominee discloses – in writing – the name, address, domicile or seat, nationality, and shareholdings of those persons for whose accounts he holds 0.5% or more of the then outstanding share capital. However, entry per trustor is limited to 4%, respectively to 10%, per nominee collectively. Article 3, subsection 7 of the Articles of Association, is also applicable to nominees.
The implementation rules are defined in the Regulations of the Board of Directors “Registration of registered shares and maintaining of the share register of Chocoladefabriken Lindt & Sprüngli AG”.
A revocation of these restrictions regarding assignability requires a resolution by the shareholders at the General Meeting, with a voting majority of at least three quarters of the shares represented.
Outstanding options and convertible bonds
Options on bearer participation certificates of Chocoladefabriken Lindt & Sprüngli AG are only outstanding within the scope of the existing employee option plan. Details concerning the number of options issued and still outstanding with the corresponding terms and conditions are shown in the table below:
The options were granted at a ratio of one option to one participation certificate (1:1). The options can be exercised for a maximum of seven years after the grant and are subject to a blocking period of three, four, and five years, respectively. The strike price is equivalent to a five-day average of the closing daily prices of the share on the Swiss stock market prior to the date of issue.
In 2016, a total of 24,661 of the above employee options were exercised (previous year: 45,139). Therefore, the “ordinary” participation capital was increased in 2016 by CHF 246,610 by the corresponding reduction in the “conditional” participation capital reserved for the employee stock option programs. The 118,232 options outstanding as of December 31, 2016, not yet exercised, are equivalent to 5.0% of the total capital. There were no outstanding convertible bonds of Chocoladefabriken Lindt & Sprüngli AG.