Capital Structure

Further details are provided in the sections below.

For information on conditional capital, please refer to the individual financial statements of Komax Holding AG, 101, and art. 3.2 of the Articles of Association.

The General Meeting of 13 May 2009 approved the creation of conditional capital to a maximum of CHF 46 248.00 to cover the exercising of option or subscription rights issued as part of the Executive and Employee Participation Program of Komax Holding AG. The subscription and advance subscription rights of shareholders in the company are excluded. 13 360 options were converted into shares with a par value of CHF 0.10 in 2010. In 2011, no options were exercised. Conditional capital therefore amounted to CHF 44 912.00 as at 31 December 2011.

The Komax Group had no authorized capital as at 31 December 2011.

Details of capital changes in 2011 and 2010 can be found on page 56 of the Financial Report. The corresponding information for 2009 can be found on page 52 of the 2010 Annual Report.

As at 31 December 2011, Komax Holding AG has a share capital of CHF 340 088.00 distributed over 3 400 880 registered shares, with a par value of CHF 0.10 each. 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 “Restrictions on transferability of shares and nominee registrations”). Registered shares are fully entitled to receive dividends. Komax Holding AG has not issued any participation certificates or profit-sharing certificates.