Capital structure
Share capital
As of December 31, 2021, the share capital of Comet Holding AG amounted to CHF 7,769,534, divided into 7,769,534 fully paid-in, registered shares with a par value (nominal value) of CHF 1.00 per share. With the exception of any treasury stock held by the Company, every share carries dividend rights. Each share represents one vote at the Shareholder Meeting, provided that the shareholder is recorded in the share register.
Under article 3a of Comet’s Articles of Association, the Board of Directors is authorized to increase the share capital by a maximum of CHF 0.8 million, by issuing up to 800,000 shares with a par value of CHF 1.00 per share at any time until April 23, 2022, for purposes set out in the same article 3a (known in German as “genehmigtes Aktienkapital”, this is authorized capital for capital increases other than for equity compensation purposes). This corresponded to approximately 10.3% of the existing share capital at December 31, 2021. Shareholders’ subscription rights can be suspended and transferred to a third party under article 3a of the Articles of Association.
Under article 3b of the Articles of Association, some of Comet’s unissued authorized capital is designated for use as equity-based compensation for members of the Executive Committee and of the Board of Directors of Comet Holding AG only. At December 31, 2021, this portion (referred to in German as “bedingtes Aktienkapital”, or conditional capital) consisted of 193,586 shares with a nominal value of CHF 1.00 per share. It corresponded to approximately 2.5% of the existing share capital. The issuance of stock or stock subscription rights is based on a compensation plan adopted by the Board of Directors. Further information about equity-based compensation can be found in the compensation report.
Further details on the structure of and changes in shareholders’ equity of Comet Holding AG are disclosed in the separate financial statements of Comet Holding AG in the statement of changes in equity and within note 4, “Listing and shareholders”, note 5, “Equity capital structure” and note 7, “Options and conversion rights”. As of December 31, 2021, Comet Holding AG had no participation certificates or dividend-right certificates outstanding (prior year: nil).
Limitations on transferability and nominee registrations
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 on behalf of Comet by Devigus Engineering 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 share capital 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 the rules outlined in the Company’s Articles of Association.
In fiscal year 2021, the Board of Directors did not recognize any acquirers of shares holding more than 5% of all registered shares as a shareholder or beneficial holder with voting rights, did not reject any requests for registration, and did not remove any shareholders with voting rights from the share register on the grounds of provision of false information.
Convertible bonds and options
As of December 31, 2021, Comet Holding AG had no conversion rights or stock options outstanding (prior year: nil).
Management transactions and measures to prevent insider-trading offenses
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 fiscal year 2021, five disclosures were filed. Published disclosures can be found on the website of the SIX Swiss Exchange: www.ser-ag.com/en/resources/notifications-market-participants/management-transactions.html#/.
For Comet, regular closed periods (also referred to as blackout periods) for trading in securities of Comet Holding AG are defined as the periods from December 16 and June 16 up to and including the trading day following the publication of the annual or half-year report, respectively, or the publication of the relevant key figures. These closed periods apply to the members of the Board of Directors and the Executive Committee, as well as members of group functions in finance, investor relations and communication. No exceptions were granted in fiscal year 2021.