2Capital Structure
2.1 Share Capital
As at December 31, 2024, the ordinary share capital of BELIMO Holding AG totaled CHF 615 000. It is divided into 12 300 000 fully paid-up, registered shares, each with a nominal value of CHF 0.05.
In accordance with the Swiss Code of Obligations, the Board of Directors may be empowered to vary the share capital within a bandwidth specified in the Articles of Incorporation for a period not exceeding five years. The decision to introduce a capital band must be determined by the Annual General Meeting or an Extraordinary General Meeting and requires a qualified majority of the votes.
The capital band may coexist with conditional share capital. As of the reporting date, the Company has neither introduced a capital band nor conditional share capital.
2.2 Change in Equity / Capital
Shareholders’ equity of
BELIMO Holding AG
The shareholders’ equity of BELIMO Holding AG amounted to CHF 327.7 million (2023: CHF 317.3 million).
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 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. No capital increase or decrease was conducted in 2024.
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. The buyer of shares or their beneficiary shall apply in writing or electronically for entry in the share register. The entry in the register can be refused if the applicant does not declare expressly at request that:
- she/he has acquired, and will hold, the shares on her/his own name and for her/his own account, and
- there is no agreement regarding the redemption or return of her/his shares and she/he bears the economic risk associated with the shares.
Any shareholder or beneficiary is entered as a voting shareholder or beneficiary for a maximum of 5% of the total number of shares shown in the commercial register.
Legal entities and private partnerships combined with or related to each other through capital or voting rights, by common management, or in any similar manner, as well as individuals and legal entities and private partnerships acting jointly or in a coordinated way, shall be considered as a single person.
Shareholders exceeding 5% of the total number of shares at the time this limitation was introduced shall continue to be registered with the number of shares actually held.
The Board of Directors may determine exceptions to the registration limit of 5% by means of regulations. For Group Linsi, a 19.51% registration limit has been defined.
2.5 Convertible Bonds and Options
BELIMO Holding AG has no outstanding convertible bonds or share options. No options are issued to employees.