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Capital structure

Capital stock

The capital stock at January 1, 2015 was CHF 7,720,660, divided into 772,066 registered shares with a par value of CHF 10 per share. In fiscal year 2015 the capital stock was increased by 1,735 shares from the portion of authorized capital designated for equity compensation. Including the increase of 1,735 shares from this portion of authorized capital, COMET Holding AG at December 31, 2015 thus had CHF 7,738,010 of capital stock, divided into 773,801 registered shares with a par value of CHF 10 per share. The capital stock is fully paid in. At its meeting on August 13, 2015 the Board of Directors established that the capital increase from authorized capital for equity compensation was properly performed. The information on COMET Holding AG in the commercial register was updated to reflect the change in capital stock.

     
Registered stock, par value of CHF 10 per share Number of shares Par value in CHF
January 1, 2015 772,066 7,720,660
Increase in capital from the portion of authorized capital designated for equity compensation 1,735 17,350
December 31, 2015 773,801 7,738,010

At the balance sheet date, COMET Holding AG held no treasury stock (prior year: none).

Authorized capital for equity compensation

Under section 3a of its Bylaws, a portion of the Company's unissued authorized capital is designated for use only as equity compensation (in German this portion is known as “bedingtes Aktienkapital”). In such an increase, shares are issued to members of the Board of COMET Holding AG or to members of the Executive Committee of the COMET Group. With respect to this portion of authorized capital, the other shareholders' pre-emptive rights are excluded. The issuance of stock or stock subscription rights is based on a compensation plan (in the form of a written regulation) adopted by the Board of Directors. Grants of stock and of subscription rights may be made at less than the market price.

In April 2015, under profit-sharing compensation for 2014, the members of the Board of Directors of COMET Holding AG and the Executive Committee of the COMET Group were granted a total of 1,651 shares of stock in payment of CHF 837,057 of compensation due. In addition, the members of the Board of Directors were granted a total of 84 shares in payment of CHF 42,588 of retainers due for the period from January 1, 2015 to the 2015 Annual Shareholder Meeting. The shares were applied to the compensation due at a price of CHF 507 per share. As a result of these grants of a total of 1,735 shares during the year under review, the Company's unissued authorized capital for equity compensation showed the following movement:

     
Registered stock, par value of CHF 10 per share Number of shares Par value in CHF
January 1, 2015 24,246 242,460
Increase in capital in the fiscal year (award to Board of Directors and Executive Committee for retainers due and for prior year's profit-sharing compensation) (1,735) (17,350)
December 31, 2015 22,511 225,110

Authorized capital for other capital increases

The Company had no other unissued authorized capital (in German: “genehmigtes Aktienkapital”) at December 31, 2015, i.e., no unissued capital authorized for purposes other than for use as equity compensation.

Changes in shareholders' equity

Over the last three years the shareholders' equity of COMET Holding AG showed the following movements:

               
In thousands of CHF Capital stock General legal reserve Distributable paid-in capital Treasury stock Free reserve Retained earnings Total shareholders' equity
December 31, 2012 7,663 4,967 49,910 4,424 0 25,579 92,543
Net income 0 0 0 0 0 14,574 14,574
Distribution from distributable paid-in capital 0 0 (2,977) 0 0 0 (2,977)
Increase in capital stock 38 0 910 0 0 0 948
Reissuance of treasury stock 0 0 0 (4,424) 0 4,424 0
December 31, 2013 7,701 4,967 47,843 0 0 44,577 105,088
Net income 0 0 0 0 0 11,306 11,306
Distribution from distributable paid-in capital 0 0 (6,161) 0 0 0 (6,161)
Increase in capital stock 20 0 1,058 0 0 0 1,078
December 31, 2014 7,721 4,967 42,740 0 0 55,883 111,311
Net income 0 0 0 0 0 9,327 9,327
Distribution from distributable paid-in capital 0 0 (8,493) 0 0 0 (8,493)
Increase in capital stock 17 0 1,381 0 0 0 1,398
December 31, 2015 7,738 4,967 35,629 0 0 65,210 113,543

The corresponding information for the prior two fiscal years is found on page 101 of the annual report 2013 and page 100 of the annual report 2014. Further information on movements in equity is presented in the consolidated statement of changes in equity on page 43 of this annual report 2015.

Shares

The Company's capital stock at December 31, 2015 consisted of 773,801 registered shares with a par value of CHF 10 per share. The capital stock is fully paid in. With the exception of any treasury stock, every share carries dividend rights and represents one vote at the Shareholder Meeting, provided that the shareholder is recorded in the share register.

Participation certificates

The Company has not issued any participation certificates.

Dividend right certificates

The Company has not issued any dividend right certificates.

Convertible bonds and options

The Company has not issued any conversion rights or stock options.

Restrictions on transferability and nominee registration

The Company keeps a share register in which the shares' owners and beneficial owners and the number of their shares are recorded. The share register is operated by SIX SAG AG. For the purposes of the legal relationship with the Company, shareholders or beneficial owners of shares are recognized as such only if they are registered in the share register. Purchasers of registered stock or of beneficial rights with respect to registered stock are upon their request recorded as voting shareholders in the share register by the Board of Directors if the purchasers state explicitly that they have acquired, and will hold, the stock or beneficial interest for their own account. Registration in the share register requires evidence of the acquisition of full legal title to the shares or evidence of the establishment of beneficial ownership. For the purpose of this condition, nominee shareholders (nominees) are deemed to be those persons who do not explicitly state in their registration application that they hold the shares for their own account. The Board of Directors registers nominees as holding voting shares only up to a maximum of 5% of the capital stock recorded in the Swiss commercial register of companies. Where legal entities or groups with joint legal status are connected by capital, voting rights, management or in some other manner, they are deemed to constitute a single nominee, as are all natural persons, legal entities or groups with joint legal status that by agreement, as a syndicate or in any other way act in a coordinated manner in circumventing the nominee rules. The Company may, after hearing the affected party, void registrations in the share register with retroactive effect from the date of registration if they were based on false information given by the purchaser. The purchaser must be informed of the deletion immediately. The Board of Directors determines the details of the application of these provisions and makes the arrangements necessary to ensure compliance with them. In special cases, the Board may approve exceptions to the nominee rules. In the year under review, no applications for such special treatment were received.

Management transactions

The Listing Rules of the SIX Swiss Exchange require the disclosure of management transactions in stock of the company and related financial instruments. The Board of Directors has issued a corresponding regulation in order to comply with these requirements. The parties whose transactions of this nature are reportable to the Company are the members of the Board of Directors and of the Executive Committee (the Executive Committee is the most senior level of operational management). In the fiscal year, 29 disclosures were filed. Published disclosures can be found on the website of the SIX Swiss Exchange.