Annual Report 2015

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47 Autoneum Annual Report 2015 Corporate Governance
with a par value of CHF 0.05 each to employees
of the company or one of its Group companies.
The preemptive rights of the shareholders shall
be excluded in connection with the issuance of
convertible or warrant-bearing bonds or similar
financial instruments. The issuance of these
shares to employees will be in accordance with
one or more regulations issued by the Board
of Directors and will take appropriate account of
employee performance, position and degree of
responsibility, and economic viability criteria
subject to §24 of the Articles of Association4 .
Shares or options may be issued to employees
at a price lower than that quoted on the stock
exchange. The acquisition of shares within the
framework of the employee participation plan,
as well as every subsequent transfer of these
shares, is subject to the limitations set forth in
§4 of the Articles of Association4.
Changes in share capital
There have been no changes to the share capital
of Autoneum Holding Ltd since the company’s
founding on December 2, 2010. The General
Meeting of March 22, 2011, adopted a contingent
share capital of CHF 35000 (see page 46)
and a contingent share capital of CHF 12500
(see pages 46 and 47). The authorized share
capital of CHF 47 500 adopted at the same
General Meeting of March 22, 2011, expired
after two years on March 22, 2013, without
being utilized. It was not extended, and there
is therefore no authorized share capital available
at Autoneum Holding Ltd.
Participation and dividend-right certificates
Autoneum Holding Ltd has issued neither
participation certificates nor dividend-right
certificates.
Shares
Autoneum Holding Ltd has issued 4672363
fully paid up registered shares with a nominal
value of CHF 0.05 each. Each registered share
is entitled to dividends and entitles the holder
to one vote at General Meetings of Autoneum
Holding Ltd shareholders. The Board of Directors
maintains a share register in which the owners
and usufructuaries are registered with name/
company name and address with the following
conditions. Only those persons listed in the
share register will be recognized as company
shareholders or usufructuaries. Any changes
of name or address must be communicated to
the company. Those who acquire registered
shares must make written application for entry
in the share register. The company can refuse
such entry to parties who do not expressly
declare that they have acquired and will hold
these registered shares in their own names and
for their own account. If persons fail to expressly
declare in their registration applications
that they hold the shares for their own account
(“nominees”), the Board of Directors shall enter
such persons in the share register with the right
to vote, provided that the nominee has entered
into an agreement with the company concerning
his or her status, and further provided that
the nominee is subject to a recognized bank or
financial market supervision. After hearing the
registered shareholder or nominee, the Board of
Directors may cancel any registration in the
share register made based on incorrect informa-
tion with retroactive effect as of the date of
registration. The relevant shareholder or nominee
must be informed immediately of the cancella­
tion. The Board of Directors regulates the details
4
There have been
no changes to the share
capital of Autoneum
Holding Ltd since the
company’s founding
on December 2, 2010.