Structure of the share capital
As at 31 December 2022, the fully paid share capital of Galenica amounted to CHF 5,000,000, divided into 50,000,000 shares, each with a nominal value of CHF 0.10. Galenica shares (securities no. 36 067 446, ISIN CH036 067 446 6) are listed on the SIX Swiss Exchange. As at 31 December 2022, 49,816,260 shares were outstanding (not including treasury shares). The market capitalisation amounted to CHF 3,763.6 million.
Capital band and conditional capital in particular
According to Article 3b of the Articles of Association, the share capital may be increased by a maximum of CHF 500,000 by exercising conversion rights or option rights. As of 31 December 2022, Galenica had no conditional capital. For authorised capital, see below.
Changes in the capital
In 2021, the Annual General Meeting did not approve the Board of Directors being authorised to increase the Company’s share capital by a maximum of CHF 500,000 at any time up to 12 May 2023, by issuing a maximum of 5,000,000 fully paid-up registered shares, each with a nominal value of CHF 0.10. Therefore, Galenica no longer has any authorised capital.
Further information about changes in the share capital, reserves during the last three financial years and distributable profit during the last three financial years can be found in the Financial statements 2022 of Galenica Ltd., Note Shareholders’ equity.
Participation and dividend certificates
Galenica has no participation or dividend certificates.
Registration of shareholders
Buyers of shares are entered in the shareholders’ register upon request as shareholders with voting rights if they declare explicitly that they have acquired the shares in their own name and for their own account.
Registration and voting rights
Each registered share entitles the holder to one vote at the Annual General Meeting. Pursuant to Article 13 of the Articles of Association, voting rights at Galenica are restricted to 5% of the share capital.
Legal entities and partnerships, other groups of persons or joint owners who are interrelated through capital ownership, voting rights, common management or are otherwise linked, as well as individuals or legal entities or partnerships that act in concert to circumvent this provision, are treated as one single entity.
The Board of Directors may refuse registration in the shareholders’ register if purchasers do not declare explicitly, upon request, that they have acquired the shares in their own name and for their own account. The Board of Directors is also authorised to cancel any entries in the shareholders’ register that came about on the basis of incorrect information or to change these into entries without voting rights, and vice versa.
The Board of Directors may approve exceptions to the voting rights restrictions in order to permit the participation of strategic partners in Galenica in an amount not exceeding 20% of the share capital. The Board did not exercise this right in the year under review.
Registration of nominees
A nominee may be registered with voting rights up to a limit of 2% of the share capital entered in the commercial register. Shares in excess of this limit can only be registered if the nominee in question discloses the name, address, and number of shares of the person for whose account the nominee holds 0.5% or more of the share capital entered in the commercial register (Article 6(2) of the Articles of Association). Galenica has signed an agreement of this nature with three nominees.
Convertible bonds and options
Galenica has no outstanding convertible bonds, nor has it issued any traded options.