Annual Report 2016

Autoneum Annual Report 2016

Corporate Governance

As of December 31, 2016, Autoneum Holding Ltd

held 0.42% of the share capital (19828 shares).

Cross-holdings

The Company has no information about cross-

holdings of capital or voting shares exceeding

the limit of 5%.

2 Capital structure

Share capital

On December 31, 2016, the share capital of

Autoneum Holding Ltd totaled CHF 233618.15.

It 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

700 000 fully paid up 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 inst-

ruments by the Company or one of its Group

companies on national or international capital

markets, and/or through the exercise of option

rights granted to the shareholders. The pre

emptive rights of the shareholders on the issuance

of bonds or other financial instruments 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 conver-

sion rights and/or warrants as well as each

subsequent transfer of shares are subject to the

restrictions in §4 of the Articles of Association

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

following 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 instrument. 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 respective issuance. The issuance

of the new shares upon voluntary or mandatory

exercise of conversion rights and/or warrants

shall be made at conditions taking into account

the market price of the shares and/or compara-

ble 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 maximum of CHF 12500 through the issuance

of up to 250000 fully paid up registered

shares with a par value of CHF 0.05 each to

employees of the Company or its Group

companies. The preemptive rights of the share-

holders shall be excluded in connection with

the issuance of convertible or warrant-bearing