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3 Capital structure

3.1 Capital

At 31 December 2015, the share capital of Swisscom Ltd amounted to CHF 51,801,943, divided into registered shares with a nominal value of CHF 1 per share. The shares are fully paid up.

3.2 Authorised and conditional capital

There is no authorised or conditional share capital.

3.3 Changes in capital

The share capital was unchanged in the years 2013 to 2015. During this period, changes in shareholders’ equity of Swisscom Ltd in the individual financial statements drawn up under Swiss commercial law were as follows:


In CHF million
 
Share capital
  Legal
capital reserves
  Retained
earnings
  Total
equity
Balance at 1 January 2013   52   21   5,071   5,144
Net income       239   239
Dividends paid       (1,140)   (1,140)
Balance at 31 December 2013   52   21   4,170   4,243
Net income       2,472   2,472
Dividends paid       (1,140)   (1,140)
Balance at 31 December 2014   52   21   5,502   5,575
Net income       279   279
Dividends paid       (1,140)   (1,140)
Balance at 31 December 2015   52   21   4,641   4,714

The Annual General Meetings held on 4 April 2013, 7 April 2014 and 8 April 2015 approved an ordinary dividend of CHF 22 per share respectively.

3.4 Shares and participation certificates

Each registered share of Swisscom Ltd has a par value of CHF 1. Each share entitles the holder to one vote. Shareholders may only exercise their voting right, however, if they have been entered with voting rights in the share register of Swisscom Ltd.

All registered shares with the exception of treasury shares held by Swisscom are eligible for a dividend. There are no preferential rights.

Registered shares of Swisscom Ltd are not issued in certificate form, but are held as book-entry securities in the depositary holdings of SIX SIS AG, up to a maximum limit determined by the Swiss Confederation. Shareholders may at any time request confirmation of the registered shares they hold. However, they have no right to request the printing and delivery of certificates for their shares (registered shares with no right to printed certificates).

The holder of an ADR possesses the rights listed in the Deposit Agreement (e.g. the right to issue instructions for the execution of voting rights and the right to dividends). Bank of New York Mellon Corporation, which acts as the ADR depository, is listed as the shareholder in the share register. ADS holders are therefore unable to directly enforce and exercise shareholder rights. Bank of New York Mellon Corporation exercises the voting rights in accordance with the instructions it receives from the ADR holders.

For further details on the shares, see section 7 “Shareholders’ participation rights” and the Management Commentary.

See report Page 118

Swisscom Ltd has issued no participation certificates.

3.5 Profit-sharing certificates

Swisscom Ltd has issued no profit-sharing certificates.

3.6 Limitations on transferability and nominee registrations

Swisscom shares are freely transferable, and the voting rights of the shares registered in the share register in accordance with the Articles of Incorporation are not subject to any special restrictions. In accordance with Article 3.5.1 of the Articles of Incorporation, the Board of Directors may refuse to recognise an acquirer of shares as a shareholder or beneficial holder with voting rights if the latter’s total holding, when the new shares are added to any voting shares already registered in its name, then exceeds the limit of 5% of all registered shares entered in the commercial register.

See www.swisscom.ch/​basicprinciples

The acquirer is entered in the register as a shareholder or beneficial holder without voting rights for the remaining shares. The other statutory provisions on restricted transferability are described in section 7.1 “Voting right restrictions and proxies”.

Swisscom has issued special regulations governing the registration of trustees and nominees in the share register. To facilitate tradability of the company’s shares on the stock exchange, the Articles of Incorporation allow the Board of Directors, by means of regulations or agreements, to permit the fiduciary entry of registered shares with voting rights by trustees and nominees exceeding the threshold of 5%, provided they disclose their trustee capacity. In addition, they must be subject to supervision by a banking or financial market supervisory authority or otherwise provide the necessary assurance of acting for the account of one or more unrelated parties. They must also be able to provide evidence of the names, addresses and holdings of the beneficial owners of the shares. In accordance with this provision in the Articles of Incorporation, which can be revised with an absolute majority of the voting shares cast, the Board of Directors has issued regulations governing the entry of trustees and nominees in the Swisscom Ltd share register. The entry of trustees and nominees as shareholders with voting rights is subject to application and the conclusion of an agreement specifying the entry restrictions and disclosure obligations of the trustee or nominee. In particular, each trustee or nominee undertakes, within the limit of 5%, to request entry as a shareholder with voting rights for the account of an individual beneficial owner for no more than 0.5% of the registered share capital of Swisscom Ltd entered in the commercial register.

3.7 Convertible bonds, debenture bonds and options

Swisscom has no convertible bonds outstanding. Details of the debenture bonds are given in Note 26 to the consolidated financial statements.

See report Page 187

Swisscom does not issue options on registered shares of Swisscom Ltd to its employees. The Swisscom Ltd equity-share-based payments are described in Note 11 to the consolidated financial statements.

See report Page 171