Capital Structure

The maximum authorized or conditional capital is reduced by the amount that conditional or authorized capital is created by the issue of bonds or similar debt instruments or new shares.

By no later than 21 March 2014, the maximum authorized share capital will be CHF 6,000,000 divided into no more than 600,000 registered shares each with a par value of CHF 10. Moreover, the share capital may be increased via the conditional capital by a maximum of CHF 6,000,000 by the issue of no more than 600,000 fully paid-in registered shares with a nominal value of CHF 10 each, through the exercise of conversion rights and /or warrants granted in connection with the issuance on capital markets of bonds or similar debt instruments of the company or one of its Corporate Companies. As of 31 December 2012 no such bonds or debt instruments were outstanding. The beneficiaries and the conditions and modalities of the issue of authorized capital are described in § 4.4 a) of the Articles of Association of Georg Fischer and those of conditional capital in § 4.4 b) of the Articles of Association of Georg Fischer.

The subscription to and acquisition of the new shares, and any subsequent transfer of the shares, are subject to the statutory restrictions on transferability (see the next section “Restrictions on transferability”).

Further information on the share capital and changes in capital in the last five years can be found in the financial section on pages 40 to 42. No participation or profitsharing certificates exist.

Entry in the company’s share register as a shareholder or beneficiary with voting rights is subject to the approval of the Board of Directors. Approval of registration is subject to the following conditions: A natural person or legal entity may not accumulate, either directly or indirectly, more than 5 % of the registered share capital. Persons who are bound by capital or voting rights, by consolidated management or in a similar manner, or who have come to an agreement for the purpose of circumventing this rule, shall be deemed as one person. Applications for registration in excess of this threshold will be refused generally. In the year under review, no applications for exceptions were received.

Persons who hold shares for third parties (referred to as nominees) are only entered in the share register with voting rights if the nominee declares his willingness to disclose the names, addresses, and shareholdings of those persons on whose behalf he holds the shares. The same registration limitations apply, mutatis mutandis, to nominees as to individual shareholders. Applications for registration in excess of the threshold of 5 % will be refused.

Cancellation or easing of the restrictions on the transferability of registered shares requires a resolution of the Annual Shareholders’ Meeting passed by at least two-thirds of the shares represented and an absolute majority of the par value of the shares represented.

There are no outstanding convertible bonds, and Georg Fischer has issued no options.