Kuoni Travel Holding Ltd. has no cross-shareholdings, whether purely of a capital nature or involving voting rights.
For further details and the composition of the amounts of ordinary, authorised and conditional capital of Kuoni Travel Holding Ltd. at yearend, please see note 22 on page 193 of the Financial Report. Further information on the capital structure is available on the company website.
AUTHORISED AND CONDITIONAL CAPITAL IN PARTICULAR
The authorised capital of Kuoni Travel Holding Ltd. amounts to CHF 571 200 and is valid until 20 April 2013. The use of the authorised capital is limited to the financing or refinancing of GTA Holdco Limited, GTA Americas LLC, Octopus Travel.com (USA) Limited and Columbus Technology Developments Limited which was effected in 2011. The Board of Directors may not issue any new shares for any other purpose on the basis of the authorised capital. The Board of Directors will delete Article 3ter of the Articles of Incorporation of Kuoni Travel Holding Ltd. relating to authorised capital upon the expiration of its validity on 20 April 2013.
Although the authorised capital of Kuoni Travel Holding Ltd. can virtually no longer be used as a result of the above restriction, the following information is still provided because it is required to be included in a company’s Annual Report by the corres- ponding corporate governance information directive of the SIX Swiss Exchange:
In accordance with Article 3ter of the Articles of Incorporation of Kuoni Travel Holding Ltd., the Board of Directors is authorised to increase share capital by up to CHF 571 200 through the issue of a maximum of 178 500 fully-paid-up registered shares A with a nominal value of CHF 0.20 per share and a maximum of 535 500 fully-paidup registered shares B with a nominal value of CHF 1.00 per share at any time until 20 April 2013. Should it do so, the Board of Directors shall specify the issue amount, the type of contribution, the date of such issue and the commencement of dividend entitlement. In the issue of any such shares, the subscription rights of existing shareholders shall be granted in full. The Board of Directors may also issue such new registered shares through their firm acquisition by a bank or a third party and subsequent offering to existing shareholders. The Board of Directors is empowered to determine the subscription price and the further subscription-right provisions. Should subscription rights not be exercised, the Board of Directors may permit these to lapse, place them (and the corresponding shares) on the market at market rates or use them in any other way in the interests of the company. The exercising of contractually-acquired subscription rights and the subscription to and acquisition of the new registered shares, and any subsequent trannsfer thereof, are subject to Article 5 of the Articles of Incorporation of Kuoni Travel Holding Ltd. Every new share entitles its holder to one vote.
Conditional capital issuable via the exercising of conversion rights and / or warrants linked to bonds or similar debt issued by Kuoni Travel Holding Ltd. or any of its subsidiaries in the domestic or international capital markets amounts to a maximum of CHF 384 000. In the case of issues of bonds or similar debt instruments to which conversion and / or warrant rights are attached, the pre-emptive rights of the existing shareholders are excluded. The holders of the said conversion and / or warrant rights are entitled to subscribe for new registered shares B. The acquisition of registered shares through the exercise of conversion and / or warrant rights and any subsequent transfer thereof are subject to the transfer and voting restrictions contained in the Articles of Incorporation. The Board of Directors is authorised to restrict or revoke the pre-emptive rights of shareholders when such bonds or similar debt instruments to which conversion and / or warrant rights are attached are issued to finance the acquisition of other companies or parts of companies. If shareholders’ pre-emptive rights are revoked by a decision of the Board of Directors, the conversion and / or warrant rights concerned will be issued at the prevailing market price, and the new registered shares will be issued at market rates, with due regard to the current market price of the registered shares concerned and / or of comparable financial instruments with a market price. The exercise period is limited to ten years for conversion rights and to seven years from the date of the bond issue for warrant rights.
Conditional capital of a maximum of CHF 96 000 also exists for use in exercising subscription or option rights granted to employees of Kuoni Travel Holding Ltd. or its subsidiaries under one or more employee stock option plans. In such cases, new registered shares B may also be issued to employees at rates below the current stock market price, and existing shareholders shall have no subscription rights. The terms and conditions for the issue of such shares shall be determined by the Board of Directors. The acquisition of registered shares under such employee stock option plans and any subsequent transfer thereof are subject to all the relevant statutory transfer and voting right restrictions.
CHANGES IN CAPITAL AND SHARE BUYBACK PROGRAMME
For 2010, 2011 and 2012 please refer to note 7 on page 226 of the Financial Report.