Annual Report 2015

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46 Autoneum Annual Report 2015 Corporate Governance
shareholders.html, where also further details
can be found.
As of December 31, 2015, Autoneum
Holding Ltd held 0.8% of the share capital
(37612 shares).
Cross-holdings
Autoneum has no information about cross-
holdings of capital or voting shares exceeding
the limit of 5%.
2 Capital structure
Share capital
On December 31, 2015, the share capital of
Autoneum Holding Ltd totaled CHF 233618.15.
This was divided into 4672363 fully paid up
registered shares with a par value of CHF 0.05
each. The shares are listed on the SIX
Swiss Exchange (securities code 12748036,
ISIN CH0127480363, symbol AUTN).
Authorized share capital
There is no authorized share capital available at
Autoneum Holding Ltd.
Contingent capital for issuing convertible and/
or warranty bonds or granting shareholder
options
The share capital may be increased by up to
700000 fully paid registered shares with
a nominal value of CHF 0.05 each in an amount
not to exceed CHF 35000 through the voluntary
or mandatory exercise of conversion rights
and/or warrants granted in connection with the
issuance of bonds or similar financial instru-
ments by the company or one of its Group com-
panies on national or international capital
markets, and/or through the exercise of option
rights granted to the shareholders. The
preemptive rights of the shareholders on the
issuance of bonds or other financial instru-
ments with which conversion rights and/or
warrants are connected shall be excluded. The
then current owners of conversion rights
and/or warrants shall be entitled to subscribe to
the new shares. The conditions of the conversion
rights and/or warrants shall be determined by
the Board of Directors. The acquisition of shares
through the voluntary or mandatory exercise of
conversion rights and/or warrants as well as
each subsequent transfer of shares are subject
to the restrictions in §4 of the Articles of
Association3.
In connection with the issuance of bonds
or similar financial instruments with which
conversion rights and/or warrants are connected,
the Board of Directors is empowered to restrict
or exclude the advance subscription rights of
shareholders if (1) such instrument is issued for
the financing or refinancing of the acquisition
of corporations, parts thereof, equity holdings or
investments or if (2) such instrument is issued
(i) on national or international capital markets
or (ii) to one or more financial investors. If
the advance subscription rights are restricted or
excluded by the Board of Directors, the follow-
ing shall apply: the issuance of such instrument
shall be made at prevailing market conditions,
and the new shares shall be issued pursuant to
the relevant conditions of that financial instru-
ment. Conversion rights may be exercised during
a maximum ten-year period, and warrants
may be exercised during a maximum seven-year
period, in each case from the date of the respec-
tive issuance. The issuance of the new shares
upon voluntary or mandatory exercise of conver-
sion rights and/or warrants shall be made at
conditions taking into account the market price
of the shares and/or comparable instruments
with a market price at the time of issuance of
the relevant financial instrument.
Contingent capital for employee
participation shares
The share capital may be increased by a maxi-
mum of CHF 12500 through the issuance of
up to 250000 fully paid up registered shares
3