Annual Report 2009 - Von Roll

26 Corporate Governance1.1.31.21.3| Unlisted companiesA list of significant unlisted consolidated companies is disclosed in Note 23 of the “Financial reporting” section ofthis Annual Report.The basis for Bank von Roll AG (previously Von Roll Finanz AG) starting operations was provided by the banking licenceissued by the Swiss Federal Banking Commission at the end of 2008. Bank Von Roll AG’s operations arefocused on traditional asset management and investment consultancy services for private and institutional clients.Bank Von Roll AG is a joint stock company incorporated under Swiss law and based in Zurich. The company wasestablished on 19 December 2007 under the name Von Roll Finanz AG and was registered in the Commercial Registerof the Canton of Zurich on 21 December 2007. Following resolution by the Extraordinary General Meeting on19 January 2009, the company was renamed Bank Von Roll AG. The Extraordinary General Meeting of Shareholderson 19 January 2009 approved the increase in the ordinary nominal share capital of TCHF 17,900 to TCHF 18,000 byissuing 35,800 new registered shares each with a nominal value of CHF 500. Following this capital increase, shareholdersin Von Roll Holding AG were offered shares in Bank Von Roll AG in proportion to their existing holding in VonRoll Holding AG. Von Roll Holding AG waived its right to subscribe to the new registered shares; however, it hasacquired a 3 % holding in Bank Von Roll AG because of its holding of treasury shares.| Significant shareholdersIn 2009, there were no disclosure notifications relating to participations of significant shareholders or groups ofshareholders.| Cross-shareholdingsThere are no cross-shareholdings with other companies. Possible cross-shareholdings may result from thedisclosed significant shareholder structure.2. | Capital structure2.12.22.32.42.52.62.7| Ordinary share capitalThe ordinary share capital of Von Roll Holding AG as of the date of this report amounts to CHF 18,477,888.90,divided into 184,778,889 bearer shares with a nominal value of CHF 0.10 each.| Authorised and conditional capitalAs of 31 December 2009, there was no authorised or conditional capital.| Changes in share capitalOn 12 November 2007, the capital increase resolved by the Extraordinary General Meeting on 13 August 2007 wascarried out, increasing the share capital by CHF 4,619,472.20 from CHF 13,858,416.70 to a nominal value of CHF 0.10per share, so that the share capital increased to CHF 18,477,888.90.| Shares and participation certificatesAs of 31 December 2009, 184,778,889 bearer shares with a nominal value of CHF 0.10 had been issued and werefully paid up. One bearer share carries one voting right. There were no participation certificates outstanding.| Bonus certificatesVon Roll Holding AG has not issued any bonus certificates.| Limitations on transferability and nominee registrationsThere are no limitations on transferability or nominee registrations.| Convertible bonds and optionsThere were no convertible bonds as of 31 December 2009.In 2007, a stock option plan was introduced for the Executive Management. Under this plan, the Members of theExecutive Management may be granted options free of charge each year, although there is no obligation to do so.The options may be exercised at any time for a period of three years for a price determined at the grant date, if atthe time of exercise, provided that the relevant member fufills the criteria, e.g. is still employed by the company. Amaximum of 50 % of the options granted may be exercised each year. The option plan entitles the beneficiary to