4.6 Movement in share capital

Issued registered shares

Issued registered shares

Treasury shares1)

Outstanding shares

Balance April 1, 2023

61,159,719

(1,566,263)

59,593,456

Purchase of treasury shares

(200,000)

(200,000)

Sale/transfer of treasury shares

219,766

219,766

Cancellation of treasury shares2)

(1,532,910)

1,532,910

Balance March 31, 2024

59,626,809

(13,587)

59,613,222

Purchase of treasury shares

(225,100)

(225,100)

Sale/transfer of treasury shares

219,862

219,862

Balance March 31, 2025

59,626,809

(18,825)

59,607,984

Nominal value of share capital CHF million

Share Capital

Treasury shares1)

Outstanding share capital

Balance March 31, 2025

3.0

(0.0)

3.0

Each share has a nominal value of CHF 0.05.

1)Treasury shares are purchased on the open market and are not entitled to dividends.

2)The Annual General Shareholder's Meeting of June 12, 2023, approved the proposed cancellation of 1,532,910 treasury shares, resulting in a reduction of share capital of 76,645.50 Swiss francs, retained earnings and other reserves of CHF 421.4 million offset by changes in treasury shares of CHF 421.5 million. This cancellation was executed on September 8, 2023.

Share buyback program

On March 29, 2022, Sonova Holding AG announced that its Board of Directors approved a share buyback program of up to CHF 1.5 billion. The program started in April 2022 and was concluded on April 17, 2025. During the financial years 2024/25 and 2023/24 no shares were bought as part of the share buyback program. During financial year 2022/23, 1,532,910 treasury shares were bought under the share buyback program and were cancelled during the financial year 2023/24.

Capital range

Sonova Holding AG has a capital range of 10% of the share capital from CHF 2,683,206.45 (lower limit) to CHF 3,279,474.45 (upper limit). The Board of Directors shall be authorized within the capital range to increase (by issuing up to 5,962,680 registered shares, each with a nominal value of CHF 0.05) or to reduce the share capital (by cancelling up to 5,962,680 registered shares, each with a nominal value of CHF 0.05) once or several times in amounts or to acquire or dispose of shares directly or indirectly at any time until June 12, 2028 or until an earlier expiry of the capital range. The capital increase or decrease may also be effectuated by increasing or reducing the nominal value of the existing registered shares. In certain events, as defined in Art. 5 of the Articles of Association, the Board of Directors is authorized to exclude or restrict the subscription rights of existing shareholders and allocate such rights to third parties, the company, or any of its group companies.

The Board of Directors did not make use of this authorization in the 2024/25 financial year.

Conditional capital

At the Annual General Shareholdersʼ Meeting on July 7, 2005, the conditional share capital of CHF 264,270 (5,285,400 shares) was increased by CHF 165,056 (3,301,120 shares) to CHF 429,326 (8,586,520 shares). Consistent with the prior year, 5,322,133 shares remain unissued as of March 31, 2025. These shares are reserved for long-term incentive plans (2,021,013 shares) as well as for initiatives to increase the companyʼs financial flexibility (3,301,120 shares).

Accounting policies

Ordinary shares are classified as equity. Dividends on ordinary shares are recorded in equity in the period in which they are approved by the parent companiesʼ shareholders.

In case any of the Group companies purchase shares of the parent company, the consideration paid is recognized as treasury shares and presented as a deduction from equity. Any consideration received from the sale of own shares is recognized in equity.