2   Capital structure

Capital

As at 31 December, Allreal Holding AG had the following capital structure:

2.2     Authorised and conditional capital in particular

Authorised capital

The Board of Directors is authorised by the annual general meeting of 28 March 2014 to increase the share capital – excluding the subscription rights of shareholders as applicable – until 28 March 2016 to acquire businesses, business units, participating interests or real estate through an exchange of shares, for financing or refinancing the acquisition of businesses, business units, participating interests or investment projects, or for the purpose of an international placement of shares worth up to CHF 100.0 million by issuing up to 2 000 000 registered shares each with a par value of CHF 50 (authorised capital).

Conditional capital

For the purpose of issuing convertible bonds, warrant bonds or other financial instruments, the annual general meeting of 31 March 2006 created – excluding the subscription rights of shareholders – conditional capital of up to CHF 125.0 million through the issue of up to 2 500 000 registered shares with a par value of CHF 50 each. Bearers of the convertible and/or warrant bonds are entitled to subscribe to the new shares. This conditional capital decreased by CHF 0.2 million to CHF 124.8 million (as at 31 December 2014) following the conversion of convertible bonds into shares.

Further, Allreal Holding AG has conditional capital of CHF 10.0 million (200,000 registered shares at a par value of CHF 50 each) at its disposal for the purposes of issuing options to the members of the Board of Directors and management. This conditional capital had not been drawn on as at the balance sheet date.

2.3     Changes in capital

In the years 2012 to 2014, the capital structure changed as follows as the result of a rights issue in May 2012 and the conversion of convertible bonds into shares in March 2013 and September 2014:

2.4     Shares and participation certificates

The share capital is divided into 15 942 821 fully paid-in registered shares with a par value of CHF 50 each. All outstanding shares are unitary shares; there are no preferred or voting right shares.

The registered shares are issued in the form of book-entry securities.

All shares are dividend-bearing. Exercise of the membership rights accorded to the shareholder is conditional on an entry in the share register. Each registered share carries one vote at the general meeting.

The voting rights attaching to treasury shares held by the company are suspended, and no dividends are paid on these shares.

The company has no participation certificate capital.

2.5     Dividend-right certificates (participating certificates)

Allreal has not issued any dividend-right certificates.

2.6     Limitations on transferability and nominee registrations

Every shareholder is entitled to be entered in the share register. The Board of Directors may refuse entry in the share register if the number of registered shares held by the buyer, or by a group of shareholders acting jointly, directly or indirectly exceeds 5% of the share capital.

Subject to the 5% clause referred to above, nominee registrations are admissible without any limitations on voting rights.

2.7     Convertible bonds and options

The company repaid the 2.125% 2009–2014 convertible bond worth CHF 199.79 million on 9 October 2014.

In September 2014, 992 registered shares with a par value of CHF 50 each were created from conditional capital through the conversion of convertible bonds. For this reason, the original principal amount of the convertible bond was reduced by CHF 0.21 million from CHF 200.0 million to CHF 199.79 million.

The company had issued neither warrant bonds nor option plans on Allreal registered shares as at the balance sheet date.