Credibility Culture

2 Capital Structure

2.1 Share Capital

As at December 31, 2022, the ordinary share capital of BELIMO Holding AG totals CHF 615‘000. It is divided into 12’300‘000 fully paid-up, registered shares, each with a nominal value of CHF 0.05.

The Company has no approved or conditional share capital.

2.2 Change in Equity / Capital 

The shareholders’ equity of BELIMO Holding AG has changed during the last three years as follows:

The Group maintains a share register, in which the names and addresses of owners and beneficial owners of shares are entered. Each share entered in the share register entitles the holder to one vote at the Annual General Meeting. In the event of a share capital increase, shareholders have a right of first refusal to subscribe to new shares in proportion to their existing shareholding and legal requirements.

2.3 Participation and Dividend-Rights Certificates 

BELIMO Holding AG has issued neither participation nor dividend-rights certificates.

2.4 Limitation of Transferability and Nominee Registrations

Persons entered in the shareholders‘ register are recognized as voting shareholders. Buyers of shares or their beneficial owners must apply in writing to be entered in the share register. The entry in the register can be denied in the absence of an explicit declaration that the shares are held in the applicant‘s own name and his/her own account.

Based on the Company‘s registration limits, there are maximum voting rights of 5% of the total numbers of shares as shown in the commercial register. Shareholders exceeding 5% at the time this limitation was introduced shall continue to be registered with the number of shares actually held.

Legal entities and private partnerships related to one another as well as individuals, legal entities, and private partnerships acting jointly or in a coordinated manner shall be deemed as one person.

By application of regulations, the Board of Directors may define exceptions to the five-percent-registration limit. For the Group Linsi, a 19.51% registration limit was defined.

2.5 Convertible Bonds and Options

BELIMO Holding AG has no outstanding convertible bonds or share options. No options are issued to employees.