2. Capital structure


The ordinary share capital of Von Roll Holding AG as of the date of this report amounts to CHF 18,477,888.90, divided into 184,778,889 bearer shares with a nominal value of CHF 0.10 each.

The Annual General Meeting on 9 April 2014 approved the creation of conditional capital. The Board of Directors is thus entitled to increase the company’s share capital by up to CHF 3,000,000 by issuing a maximum of 30,000,000 fully paid-up bearer shares each with  a par value of CHF 0.10 to be subscribed for by exercising conversion rights granted in connection with debentures or similar bonds of Von Roll Holding AG  or Group companies. The holders of conversion  rights at that time are entitled to acquire the new shares. Shareholders’ subscription rights are exclud- ed. Shareholders’ advance subscription rights can be restricted or excluded by a decision of the Board of Directors to finance or  refinance the acquisition  of companies, parts of companies or investments or new investments planned by the company, or to issue convertible bonds on national or international capital markets. If advance subscription rights are excluded, the bonds are to be placed at market conditions, the period for exercising the conversion rights is to be set at a maximum of ten years from bond issuance and, when conversion rights are exercised, new shares are to be issued at conditions which take the market price of the shares into account.

Von Roll Holding AG has no authorised capital as at 31 December 2015.

There were no changes in share capital in the last three reporting years.

As of 31 December 2015, 184,778,889 bearer shares with a nominal value of CHF 0.10 had been issued  and were fully paid up. One bearer share carries one voting right. There were no participation certificates outstanding.

Von Roll Holding AG has not issued any bonus certificates.

There are no limitations on transferability or nominee registrations.

2.7.1 Convertible bonds
As of 18 June 2014, Von Roll Holding AG issued unsecured convertible bonds (stock symbol: ROL14; Swiss security number: 24523928; ISIN: CH0245239287) of CHF 61 million due in 2020. They are convertible into 25,416,870 bearer shares (subject to any adjustments due to the dilution protection clause) of Von Roll. The shares to be delivered upon conversion of the bonds will be shares made available from the conditional new share capital (see section 2.2).

The conversion price is set at CHF 2.40. The  offering and redemption price are set at 100% each. The convertible bonds will carry a coupon of 1.250% per annum, payable annually in arrears. Existing shareholders have been granted advance subscription rights to subscribe for the convertible bonds in proportion to their current shareholding. Through the conversion of the convertible bonds, one new share is created for seven existing shares. Accordingly, based on an issue total of CHF 61 million, each shareholder has the right to purchase a bond of CHF 1,000 nominal  amount for every 2,913 shares held on 2 June 2014 prior to the start of trading. Any exercise of conversion rights will dilute earnings per share. The convertible bond can be redeemed early at any time if more than 85% of the original bond total is converted and/or redeemed or, after 9 July 2016, if the closing price of the Von Roll Holding AG regis- tered share on the SIX Swiss Exchange is 130% or more of the conversion price over a period of 20 out of 30 consecutive trading days (see also Note 31 on page 75 and Note 7 on page 92 of the finance report 2015).

2.7.2 Options 
A stock option plan was introduced in 2008 for senior and middle management which expired at the end of January 2014 and was not renewed.