Capital structure

Capital

As of December 31, 2023, the fully paid-up share capital of medmix Ltd amounts to CHF 412’623.70

The authorized capital foreseen in Art. 3a of the Articles of Association expired on September 20, 2023. There is no conditional capital, nor are there any participation or dividend certificates. As of December 31, 2023, medmix Ltd has not introduced a capital band.

Changes in capital

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. No changes in share capital have occurred since then.

Shares and participation certificates and dividend-right certificates

The company's share capital 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. Each registered share entitles the holder to one vote at the Shareholders’ Meeting and all shares have equal dividend rights.

The latest version of the Articles of Association is available on medmix.swiss/en/Investors/Governance (under Downloads). As of December 31, 2023, medmix Ltd held 480’523 of its own shares, which represents 1.16% of the total number of issued shares.

The company has not issued any participation certificates or dividend-right certificates.

Limitations on transferability and nominee registrations

medmix Ltd`s shares are freely transferable. Upon proof of a proper transfer, transferees will be registered in the share register as shareholders with voting rights; provided, however that the company may refuse such registrations if, when requested by the company to do so, the transferees do not certify that

• they have purchased and will hold the shares in their own name and for their own account,
• there is no agreement on the redemption of the relevant shares and
• they bear the economic risk associated with the shares (see Art. 6 of the Articles of Association; on medmix.swiss/en/Investors/Governance; under Downloads).

Nevertheless, the Board of Directors shall record persons who fail to make the required certifications if the following conditions are met:

• the nominee is subject to the supervision of a recognized banking and financial market regulator and has entered into an agreement with the Board of Directors concerning the nominee`s status;
• the share capital held by the nominee does not exceed 3% of the share capital registered in the commercial register; and
• the names, addresses and number of shares of the persons for whose accounts the nominee holds at least 0.5% of the share capital registered in the commercial register 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). Further, after hearing the registered shareholder or nominee, the Board of Directors may cancel registrations in the share register retroactively as of the date of registration if such registrations were made based on incorrect information. In any event, the shareholders concerned shall be informed immediately about such cancellation (see Art. 6a of the Articles of Association).

In the 2023 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.  Neither in the 2022 reporting period nor in the 2023 reporting period, the Board of Directors had to cancel any registrations in the share register retroactively as of the date of entry. Other than these restrictions on nominee voting, there are no transfer restrictions and no privileges under the Articles of Association. A removal or amendment of the nominee voting 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 were outstanding as of December 31, 2023. 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 in the Compensation Report.