Annual Report 2016

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51 Autoneum Annual Report 2016 Corporate Governance
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 contin-
gent share capital of CHF 35000 (see page 50)
and a contingent share capital of CHF 12500
(see pages 50 and 51). The authorized share
capital of CHF 47500 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 applica-
tions 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 provi-
ded 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
information with retroactive effect as of the
date of registration. The relevant shareholder or
nominee must be informed immediately of the
cancellation. The Board of Directors regulates
the details and issues the instructions necessary
for compliance with the provisions set forth
above. In special cases, the Board of Directors
4
There have been
no changes to the share
capital of Autoneum
Holding Ltd since the
Company’s founding
on December 2, 2010.