Capital Structure

For information on the amount of the Komax Group’s ordinary and conditional capital and on changes in capital for 2010 and 2009, please see pages 52 and 92 of the Financial Report. The corresponding information for 2008 can be found in the financial section of the 2009 Annual Report.

As at 31 December 2010, Komax Holding AG had share capital of CHF 340,088.00, distributed between 3,400,880 registered shares with a par value of CHF 0.10 each. These are listed on the Swiss stock exchange under security no. 1,070,215. Each registered share entitles its holder to one vote at the General Meeting. Voting rights may only be exercised if the shareholder is listed in the share register as a “voting shareholder” (see also “Voting rights and representation restrictions”). Registered shares are fully entitled to receive dividends.

The Komax Holding AG share register is divided into the categories of “nonvoting shareholders” and “voting shareholders”. Non-voting shareholders may exercise all property rights, but not the right to vote or rights associated with that of voting. Voting shareholders may exercise all rights associated with the share.

Komax Holding AG has not issued any participation certificates or bonus certificates.

Registration of an acquirer of shares as a voting shareholder may be refused under Komax Holding AG’s Articles of Association if, as a result of such recognition, the acquirer would directly or indirectly hold more than 5% of the total number of shares recorded in the Commercial Register. Legal entities and groups with joint legal status which are connected through capital, voting rights, management or in some other manner, along with all natural persons, legal entities and groups with joint legal status which act in concert by virtue of agreement, syndicate or in some other manner, are regarded as a single acquirer for the purposes of this provision. This limitation also applies in the case of the acquisition of registered shares through exercise of pre-emptive rights, options or conversion rights. This restriction does not apply to the acquisition of shares through inheritance, division of an estate or joint marital property. The Board of Directors may grant exceptions to the 5% limitation for good cause.

Komax Holding AG’s Articles of Association empower the Board of Directors to refuse entry in the share register if the acquirer does not expressly declare, at the request of the Board, that the shares were acquired in their own name and for their own account.