Rieter

Share capital
On December 31, 2009, the share capital of Rieter Holding Ltd. totaled 23 361 815 CHF. This is divided into
4 672 363 fully paid registered shares with a par value of 5.00 CHF each. The shares are listed on the Swiss Exchange (SIX), securities code 367144; ISIN CH0003671440; Investdata RIEN. Rieter’s market capitalization on December 31, 2009, was 1 085 million CHF. Each share entitles the holder to one vote at general meetings of shareholders. Rieter has neither participation certificates nor dividend-right certificates in issue.

Rieter Holding Ltd. had neither authorized nor contingent share capital outstanding on December 31, 2009.

Changes in share capital
The Annual General Meeting held on May 8, 2008, adopted a resolution to reduce the share capital by 839 000 CHF to 21 415 280 CHF through the cancellation of 167 800 registered shares. These shares had been acquired in the context of the share buyback program approved by the Board of Directors on September 7, 2007.

On May 5, 2009, Rieter allotted to shareholders one shareholder’s option for each registered share held. 11 shareholder’s options entitled the holder to purchase one new Rieter registered share at a price of 120 CHF during the exercise period. 389 307 new Rieter registered shares had been purchased up to the end of the exercise period at 12.00 CET on May 29, 2009. This corresponds to 99.98% of the total. This transaction has further reinforced the capital base of Rieter Holding Ltd. with an inflow of 46.7 million CHF.

Restrictions on share transfers and nominee registrations
Those persons who are entered in the shareholders’ register are recognized as voting shareholders. ­Rieter shares can be bought and sold without any restrictions. In terms of § 4 of the articles of association, entry in the register of shareholders can be denied in the absence of an explicit declaration that the shares are held in the applicant’s own name and for the applicant’s own account. There are no other registration restrictions. Shares held in a fiduciary capacity are not entered in the shareholders’ register. As an exception to this rule, Anglo-Saxon nominee companies are entered in the register if the company in question has concluded a nominee agree­ment with Rieter. The nominee company exercises voting rights at the Annual General Meeting of shareholders. At Rieter’s request, the nominee is obliged to disclose the name of the person on whose behalf it holds shares.

Convertible bonds and options
Rieter Holding Ltd. has no convertible bonds or shareholders’ options outstanding. For details of the option plan for the Group Executive Committee, please refer to note 33 (page 61) in the notes to the consolidated financial statements.

 Corporate Governance Report 2009 (English/PDF/1'263 KB)