ANNUAL REPORT 2008/09 - Sonova

The following overview shows the shares held by the
company as of March 31:
2009 2008
First trading line 162,809 211,175
Second trading line1) 718,500 1,017,800
Total owned shares 881,309 1,228,975
1) Pursuant to the share buy-back program approved by the Board of
Directors on August 15, 2007 up to 10% of the outstanding shares shall be
repurchased via a second trading line on the SIX Swiss Exchange until
2010 at the latest. The Board of Directors will ask for cancellation of the
corresponding shares at each Annual General Shareholders’ Meeting.
Sonova Holding AG has not issued any participation
cer tifi cates.
Profi t sharing certifi cates
Sonova Holding AG has not issued any profi t sharing
certifi cates.
Limitations on transferability and nominee
registrations
Limitations on transferability for each share category
To be recognized as a shareholder with comprehensive
rights, the acquirer of shares must place an application for
entry in the share register. The Corporation may refuse
the entry in the share register if the applicant does not explicitly
declare that he has acquired and will hold the
shares in his own name and on his own account. The registration
in the share register as a shareholder with voting
rights is limited to 5% of the share capital (Art. 8 para.
6 of the Articles of Association). Parties who act together
are considered as one person. The restrictions on the
voting and representation rights do not apply to the founding
shareholders. The Board of Directors may approve fur -
ther exceptions with good reason and no special quorum is
required for such decisions.
Granting exceptions in the year under review
During the reporting period, no exceptions to the above
listed rules were granted by the Board of Directors.
Admissibility of nominee registrations
The Board of Directors can issue regulations specifying the
conditions under which fi duciaries/nominees are recognized
as shareholders with voting rights (Art. 8 para. 5 of
the Articles of Association).
Procedure and conditions for cancelling statutory
privileges and limitations on transferability
To abolish this regulation, the absolute majority of the
votes represented at the General Shareholders’ Meeting is
suffi cient.
Convertible bonds and warrants/options
Sonova Holding AG has not issued any convertible bonds.
The following overview shows the options granted as part
of the employee option programs (Key People Program and
Executive Equity Award Plan) by March 31, 2009.
CORPORATE GOVERNANCE
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