Capital structure

As of December 31, 2025, the share capital of Comet Holding AG amounted to CHF 7,773,966, divided into 7,773,966 fully paid, registered shares with a par value of CHF 1.00 per share. There were no changes to the share capital during fiscal years 2025, 2024 and 2023. Except for any treasury shares held by the Company, every share carries dividend rights. Further details on the structure and changes in the Company’s shareholders’ equity are disclosed in its separate financial statements (note 4, “Equity capital structure” and note 5, “Options and conversion rights”). As of December 31, 2025, Comet Holding AG had no participation certificates or dividend-right certificates outstanding (prior year: nil).

At any time until April 14, 2026, the Board of Directors is authorized (i) to increase the share capital by issuing a maximum of 1,554,793 fully paid registered shares with a par value of CHF 1.00 per share in one or more steps, by not more than a cumulative CHF 1,554,793, to a new total of up to CHF 9,328,759 (upper limit of the capital band), and (ii) to reduce the share capital, in one or more steps, to not less than CHF 7,385,268 (lower limit of the capital band). For further details on the terms and conditions of the issuance or creation of equity securities under the capital band, refer to article 3a of the Articles of Association, which can be accessed here: www.comet.tech/en/investors/downloads.

The Board of Directors will propose to the 2026 Annual Shareholder Meeting that the existing capital band – introduced by the 2023 Annual Shareholder Meeting and currently set to expire on April 14, 2026 – be extended for an additional five years, i.e., until April 14, 2031.

Under article 3b of the Articles of Association, Comet Holding AG has conditional capital reserved exclusively for equity-based compensation for members of the Executive Committee and of the Board of Directors. At December 31, 2025, this conditional capital consisted of 189,154 registered shares with a par value of CHF 1.00 per share. The issuance of shares or 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.

In 2025, 2024 and 2023, no capital increase from this conditional capital was performed, as treasury shares were used to settle equity-based compensation. For further details on the terms and conditions of the issuance or creation of equity securities under the conditional capital reserved for equity-based compensation, refer to article 3b of the Articles of Association, available here: www.comet.tech/en/investors/downloads.

Under article 3c of the Articles of Association, the Company’s share capital can be increased by a maximum of CHF 1,554,793 through the issuance of up to 1,554,793 fully paid registered shares with a par value of CHF 1.00 per share upon the exercise (including mandatory exercise) of conversion, exchange, option, subscription or similar rights to purchase shares. Such rights may be granted to shareholders or third parties, either on a standalone basis or in connection with bonds, loans, options, warrants or other financial market instruments or contractual obligations of the Company or its subsidiaries. The parties entitled to purchase these shares are the respective holders of such underlying instruments and the holders of rights to such obligations. For further details on the terms and conditions of the issuance or creation of equity securities under the conditional capital for financing, acquisitions and other purposes, refer to article 3c of the Articles of Association, which can be accessed here: www.comet.tech/en/investors/downloads.

The Company’s share register is operated 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 shares or of beneficial rights with respect to registered shares 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 shares 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 commercial register. 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, invalidate 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 2025, 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 under the nominee transfer limitation, 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.

As of December 31, 2025, the Company had no conversion rights or share options outstanding (prior year: nil).