The share capital of the Company may be increased by a maximum of CHF 714256 through the issue of a maximum of 178564 registered shares with a par value of CHF 4.00 each, which must be fully paid-in, upon exercise of options rights granted to the members of the Board of Directors and employees of the Company and subsidiaries under one or more share-based compensation plans. The issue price for the new shares and the terms of the share-based compensation plans is determined by the Board of Directors. The subscription rights and preemptive rights of shareholders are excluded with respect to this conditional capital increase. The acquisition of registered shares through the exercise of option rights and every subsequent transfer are subject to the restrictions on entry in the share register stipulated in Articles 5 and 6 of the Articles of Association.
The Board of Directors is authorised to increase the share capital at any time up to 25 March 2016 by a nominal amount of a maximum of CHF 4'761'704 through the issue of a maximum of 1'190'426 registered shares with a par value of CHF 4.00 per share, which must be fully paid in. Partial increases of share capital within the above limit are permitted. The Board of Directors will decide the amount of share capital issued, the date of its entitlement for dividend payments and the form of subscription to be used. After their acquisition, the new registered shares will be subject to the restrictions on entry in the share register stipulated in Articles 5 and 6 of the Articles of Association.
The Board of Directors shall be entitled to suspend shareholders' preemptive rights and to assign subscription rights to third parties, (i) if these new shares are intended to be used for the purpose of taking over another company or companies by share exchange or to finance the acquisition of companies, parts of companies or interests in companies, or for corporate investment projects, (ii) if these new shares are being placed nationally and internationally, (iii) if an over-allotment (greenshoe) option is granted to one or more financial institutions in connection with the share issue, or (iv) if the share issue is being made for conversion of loans, securities or vested rights into shares. Rights of disposal of preemptive rights not exercised shall revert to the Board of Directors, which must apply these in the Company's best interests.
There are no restrictions on the transfer of the registered shares of ORIOR AG. The sole condition attaching to entry of a shareholder in the share register is a written statement signed by the person acquiring the shares that he is acquiring them in his own name and for his own account. There are no further restrictions on shareholder registration. Nominees will be entered in the share register with corresponding voting rights, provided that the relevant nominee is subject to a recognised bank and financial market supervisory authority and has signed an agreement on his status with the Company's Board of Directors. The total number of shares held by the nominee must not exceed 2% of the Company's outstanding share capital. The Board of Directors is entitled to register nominees with shareholdings exceeding this limit in the share register with corresponding voting rights, provided that the nominees disclose the names, addresses, nationalities and shareholdings of those persons for whose account they are holding 2% or more of the Company's outstanding share capital. No nominees with voting rights exceeding the 2% limit were registered during the year under review.