Corporate Governance further improved. Management structure ...

S+Bi Annual Report 2011 CoRpoRAte GoveRnAnCe
Group structure and shareholders | Capital structure
As decided on 15 April 2011, in 2011 a further capital increase of CHF 45 937 500 took place by the issue of 13 125 000
registered shares with a nominal value of CHF 3.50 per share. In the transaction, 4 231 044 shares were paid for in cash
and 8 893 956 shares were offset against part of the hybrid capital that was outstanding on 31 December 2010. the
remainder of the hybrid capital was repaid with part of the cash proceeds from the capital increase.
2.4 Shares and participation certificates
As at 31 December 2011, the share capital consisted of 118 125 000 registered shares with a par value of CHF 3.50 per
share. the Company held no treasury shares at year­end or during the course of the year. each share entitles the holder to
one vote. voting rights may only be exercised if the shareholder is registered in the Company‘s share register by the correct
time as a shareholder with the right to vote. Registered shares are not securitised and are held in collective custody by SIX
SAG AG. Shareholders are not entitled to request a printed copy of share certificates. every shareholder can, however, at
any time request to receive from the Company certification of the shares in their ownership.
S+Bi AG has not issued any participation certificates.
2.5 Dividend rights certificates
S+Bi AG has not issued any dividend right certificates.
2.6 restrictions on transferability and nominee registration
Certificated shares can be physically deposited with a depositary; paperless shares can be entered in the principal register
of a depositary and credited to a securities account (creation of intermediated securities). Intermediated securities can only
be disposed of, or given as security, according to the Swiss Federal Law on Intermediated Securities. paperless securities
that do not qualify as intermediated securities can only be transferred by cession. For such cession to be valid, it must be
notified to the company.
In accordance with the Articles of Incorporation, persons acquiring registered shares may upon request be entered without
restriction in the share register as a shareholder with voting rights if they expressly declare that they acquired the registered
shares in their own name and on their own account. If no such declaration is made, nominees are registered with voting
rights up to a maximum of 2% of the share capital. Beyond this limit, nominees with registered shares are registered with
voting rights only if they provide a written declaration that they are prepared to disclose the addresses and shareholdings
of persons on whose account they hold 0.5% or more of the outstanding share capital.
except for the nominee clause there are no restrictions on transfer, nor are there any statutory privileges, so no derogations
had to be granted in 2011. Revocation or amendment of these stipulations requires the agreement of at least two thirds of
the represented votes and the absolute majority of the represented nominal share values.
2.7 Convertible bonds and options
As at 31 December 2011, the Company had no convertible bonds or options outstanding.
SUCCeSSfUL
CapitaL inCreaSe
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