Capital structure
Share capital
As of March 31, 2022, the ordinary share capital of Sonova Holding AG was CHF 3,158,607.85 fully paid up and divided into 63,172,157 registered shares with a par value of CHF 0.05 each.
Sonova Holding AG has issued neither participation certificates nor profit-sharing certificates.
With the exception of the treasury shares held by the company itself, each share represents one vote at the Annual General Shareholdersʼ Meeting and is entitled to dividend payments. As of March 31, 2022, the company held 2,084,471 treasury shares (1,355,464 in the previous year).
More information on the share capital can be found in Art. 3 of the Articles of Association available here.
Conditional and authorized share capital
Conditional share capital
The conditional share capital may be increased by a maximum amount of CHF 266,107 by issuing 5,322,133 registered shares with a par value of CHF 0.05 per share which equates to 8.42% of the existing share capital. Out of this conditional share capital an amount of (i) CHF 101,050.65 (equaling 2,021,013 registered shares) may be used for distribution to key employees of the Sonova Group through an equity participation program and (ii) CHF 165,056 (equaling to 3,301,120 registered shares) may be used for exercising option and conversion rights granted in connection with bonds or similar debt instruments issued by the company to finance the acquisition of companies, parts of companies or shareholdings.
More information on the conditional share capital can be found in Art. 4 of the Articles of Association, available here.
Authorized share capital
The Board of Directors shall be authorized to increase the share capital at any time until June 11, 2022 by a maximum amount of CHF 321,990.65 by issuing a maximum of 6,439,813 registered shares that are to be fully paid up, each with a nominal value of CHF 0.05 and which equates to 10.19% of the existing share capital. Increases in partial amounts shall be permissible. The Board of Directors did not make use of this authorization in FY 2021/22.
More information on the authorized share capital can be found in Art. 5 of the Articles of Association, available here.
Limitations on exercising of conditional and/or authorized share capital
In case the conditional and/or authorized share capital may be exercised and subscription or advance subscription rights may be excluded, the total of the capital increase shall not exceed an amount in total of CHF 321.990.65 by issuing 6,439,813 registered shares which corresponds to 10% of the currently issued share capital.
More information on the limitation of exercising conditional and/or authorized share capital under the exclusion of subscription or advance subscription rights can be found in Art. 6 of the Articles of Association, available here.
Options
In FY 2021/22, a total of 112,656 options and Stock Appreciation Rights (SARs) were granted as part of the Sonova Executive Equity Award Plan (EEAP). In FY 2020/21, the number of options and SARs granted totaled 170,694. As of March 31, 2022, there were 985’697 options, performance options and SARs outstanding (compared with 1,119,468 in the previous year). Each of the options entitles the holder to purchase one registered share in Sonova Holding AG with a par value of CHF 0.05 at the respective exercise price and upon meeting certain performance criteria, while the SAR entitles to receive a cash settlement equal to the option value. The EEAP is described in greater detail in the Compensation Report and in Note 7.4 to the consolidated financial statements.
Convertible bonds
Sonova Holding AG has not issued any convertible bonds.
Changes in capital
As of March 31, 2022, the capital of Sonova Holding AG comprised the following:
The 2021 AGM approved a reduction of the share capital by CHF 61,299.00 through cancellation of 1,225,980 registered shares. This capital reduction was the result of the share buyback program, announced on August 31, 2018, in which the company repurchased 1,225,980 registered shares between April 1, 2019 and March 31, 2021. More information to this share buyback program is available here.
The Board of Directors did not make use of the authorized capital in FY 2021/22.
Share buyback program 2021–22
On May 18, 2021, Sonova announced a share buyback program that started on June 4, 2021. The program was targeted to buy back shares worth up to CHF 700 million and ended on March 28, 2022 (details available here).
The transactions connected with this program were conducted via a separate trading line on the SIX Swiss Exchange.
The Board of Directors intends to propose cancelling the shares repurchased under this buyback program at the 2022 AGM.
Share buyback program 2022–2025
The Board of Directors of Sonova Holding AG has initiated a further share buyback program with a duration of up to 36 months, a maximum overall value of CHF 1.5 billion, and an expected start date of April 11, 2022. This share buyback program will be conducted via a separate trading line on the SIX Swiss Exchange. The shares will be repurchased for the purpose of capital reduction, subject to approval by future Annual General Shareholders’ Meetings. More information to this share buyback program is available here.
Limitations on transferability and nominee registrations
Limitations on transferability for each share category
To be recognized as a shareholder with full voting rights, the acquirer of shares must submit a written application for registration in the share register. The company may refuse registration in the share register if applicants do not explicitly declare that they have acquired and will hold the shares in their own name and for their own account. The company may further refuse entry of the acquirer as a shareholder or usufructuary with a voting right to the extent that the shares held would exceed 5% of the overall number of shares shown in the Commercial Register (Art. 8 para. 6 of the Articles of Association). Linked parties are considered as one person. This registration restriction does not apply to the founding shareholders. The Board of Directors may grant exceptions where there is justified cause, in which case no special quorum is required.
More information on the limitations on transferability and registrations can be found in Art. 8 of the Articles of Association, available here.
Exceptions granted in the year under review
No exceptions were granted by the Board of Directors during the reporting period.
Admissibility of nominee registrations
The Board of Directors can issue regulations specifying the conditions under which trustees/nominees are recognized as shareholders with voting rights (Art. 8 para. 5 of the Articles of Association, available here).
Procedure and conditions for cancelling statutory privileges and limitations on transferability
A resolution of the General Shareholdersʼ Meeting approved by a relative majority of the votes cast is sufficient for cancellation (Art. 15 para. 4 no. 3 of the Articles of Association, available here).
