3 Capital structure
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
|Balance at 1 January 2013||52||21||5,071||5,144|
|Balance at 31 December 2013||52||21||4,170||4,243|
|Balance at 31 December 2014||52||21||5,502||5,575|
|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
For further details on the shares, see section 7 “Shareholders’ participation rights” and the Management Commentary.See report
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
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
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