— Corporate governance — Capital structure

Capital structure

Share capital

As of December 31, 2021, the fully paid-up share capital of medmix Ltd amounts to CHF 412’623.70 and is divided into 41’262’370 registered shares with a par value of CHF 0.01 per share. All shares are issued in the form of uncertificated securities within the meaning of art. 973c of the Swiss Code of Obligations and are held as intermediated securities within the meaning of the Swiss Federal Act on Intermediated Securities of October 3, 2008. Each registered share entitles the holder to one vote at the shareholders’ meeting. In order to strengthen the capital structure of medmix Ltd, fund organic and inorganic growth, increase trading liquidity and introduce new, healthcare-focused investors, the EGM on September 20, 2021 approved art. 3a of the Articles of Association (on medmix.swiss/en/Investors/Governance; under Downloads), which authorizes the Board of Directors to increase the share capital of medmix Ltd at any time until September 20, 2023, in the maximum nominal amount of CHF 80’000 by issuing up to 8’000’000 fully paid in shares with a nominal value of CHF 0.01 each. Based on this art. 3a, the company increased its share capital in September of the reporting period from CHF 342’623.70 to CHF 412’623.70, by issuing 7’000’000 fully paid in shares with a nominal value of CHF 0.01. The Board of Directors decided to withdraw the subscription rights of the existing shareholders and to allocate them to a third-party for placement of the new shares on the capital market at market conditions.

As only part of the authorized capital has been used, the Board of Directors is further authorized to increase the share capital of the company, at any time until September 20, 2023, up to a maximum nominal amount of CHF 10’000 by issuing up to 1’000’000 fully paid in shares with a nominal value of CHF 0.01 each, which equates to 2.42% of the existing share capital. Furthermore, the Board of Directors may withdraw the shareholders’ subscription rights for good cause and allocate it to third-parties, in particular if it serves the fast and seamless placement of the new shares — in this case, the new shares must be issued at market conditions (for more details, see art. 3a of the Articles of Association). There is no conditional capital, nor are there any participation or dividend certificates. The latest version of the Articles of Association is available on medmix.swiss/en/Investors/Governance (under Downloads). As of December 31, 2021, medmix Ltd held 150’000 of its own shares, which represents 0.36% of the total number of issued shares.

Restrictions on transferability and nominee registrations

medmix shares are freely transferable provided that, when requested by the company to do so, buyers declare that they have purchased and will hold the shares in their own name and for their own account (see art. 6 of the Articles of Association; on medmix.swiss/en/Investors/Governance; under Downloads). Nominees shall only be entered in the share register with the right to vote if they meet the following conditions: the nominee is subject to the supervision of a recognized banking and financial market regulator; the nominee has entered into a written agreement with the Board of Directors concerning its status; the share capital held by the nominee does not exceed 3% of the registered share capital entered in the commercial register; and the names, addresses, and number of shares of those individuals for whose accounts the nominee holds at least 0.5% of the share capital have been disclosed.

The Board of Directors is also entitled, beyond these limits, to enter shares of nominees with voting rights in the share register if the above-mentioned conditions are not met (see art. 6a of the Articles of Association). The Board of Directors further has the right to cancel registrations in the share register retroactively as of the date of registration if such registrations were made based on incorrect information. Before such cancellation, the Board of Directors shall seek comment from the concerned shareholders. In any event, the concerned shareholders shall be informed immediately about such cancellation (see art. 6a of the Articles of Association).

In the 2021 reporting period, 12 nominees applied for registration with voting rights in the share register, holding a total of 1’193’398 shares (2.9% of total shares) as of December 31, 2021. As these nominees had not yet signed the requested agreement as of December 31, 2021, all shares held by these nominees have been entered in the share register without voting rights. In the 2021 reporting period, the Board of Directors did not have to cancel any registrations in the share register retroactively as of the date of entry. There are no further transfer restrictions and no privileges under the Articles of Association. A removal or amendment of the transfer restriction requires a shareholders’ resolution with a majority of at least two-thirds of the votes represented.

Convertible bonds and options

No convertible bonds or warrants are currently outstanding. Details of the restricted share units (RSUs) held by the members of the Board of Directors and performance share units (PSUs) held by the members of the Executive Committee are set out under note 28 to the consolidated financial statements and under note 8 to the financial statements of medmix Ltd.