— Corporate governance — Capital structure
Capital structure
Share capital
As of December 31, 2022, the fully paid-up share capital of medmix Ltd amounts to CHF 412’623.70, 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. The company’s Articles of Association authorize 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 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 (see Art. 3a of the Articles of Association, on medmix.swiss/en/Investors/Governance; under Downloads). 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). In September 2021, the company increased its share capital 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.
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, 2022, medmix Ltd held 347’536 of its own shares, which represents 0.84% 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 shareholders concerned shall be informed immediately about such cancellation (see Art. 6a of the Articles of Association).
In the 2022 reporting period, no nominees applied for registration with voting rights. The 12 nominees, holding a total of 1’193’398 shares (2.9% of total shares), who applied in 2021 have not signed the requested agreement, thus all shares held by these nominees, have been entered in the share register without voting rights. In the 2022 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 9 to the financial statements of medmix Ltd.