Capital structure

Share capital

As of March 31, 2023, the ordinary share capital of Sonova Holding AG was CHF 3,057,985.95 fully paid up and divided into 61,159,719 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, 2023, the company held 1,566,263 treasury shares (1,532,910 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 8.70% 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 15, 2024 by a maximum amount of CHF 305,798.59 by issuing a maximum of 6,115,971 registered shares that are to be fully paid up, each with a nominal value of CHF 0.05 and which equates to 9.99% 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 2022/23.

More information on the conditional share capital can be found in Art. 5 of the Articles of Association, available here.

Limitations on exercising the 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 305,798.55 by issuing 6,115,971 registered shares which corresponds to 9.99% of the currently issued share capital.

More information on the conditional share capital can be found in Art. 6 of the Articles of Association, available here.

Options

In FY 2022/23, a total of 138,302 options and Stock Appreciation Rights (SARs) were granted as part of the Sonova Executive Equity Award Plan (EEAP). In FY 2021/22, the number of options and SARs granted totaled 112,656. As of March 31, 2023, there were 960,106 options, performance options and SARs outstanding (compared with 985,697 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, 2023, the capital of Sonova Holding AG comprised the following (CHF amounts in this schedule are rounded up to whole numbers):

The 2022 AGM approved a reduction of the share capital by CHF 100,621.90 through cancellation of 2,012,438 registered shares. This capital reduction was the result of the share buyback program, announced on May 18, 2021, in which the company repurchased 2,012,438 registered shares between June 4, 2021 and March 31, 2022. More information to this share buyback program is available here.

The Board of Directors did not make use of the conditional or authorized share capital in FY 2022/23.

Share buyback program 2022 – 2025

On March 29, 2022 Sonova announced that its Board of Directors approved a share buyback program for the purpose of a capital reduction that started on April 19, 2022. The program allows to buy back shares worth up to CHF 1.5 billion and will end on April 18, 2025 (details available here).

The transactions connected with this program are conducted via a separate trading line on the SIX Swiss Exchange.

The Board of Directors will propose cancelling the shares repurchased until March 31, 2023 under this buyback program at the 2023 AGM.

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, available here). 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).