Share Capital Structure
Conditional capital issuable via the exercise 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 and / or via the exercise of options granted to shareholders amounts to a maximum of CHF 384 000, with a further maximum of CHF 96 000 reserved for employee stock option plans.
The conditional capital was approved during the shareholders meeting which took place on 16 May 2000.
The Board of Directors shall be entitled to increase the share capital until 20 April 2013 up to a maximum amount of CHF 571,200 by issuing 178,500 registered shares, Category A, at most with a par value of CHF 0.20 each and 535,500 registered shares, Category B, at most with a par value of CHF 1.- each that each shall be fully paid in. Increases in partial amounts shall be authorized.
The Board of Directors shall determine the issue price, the type of contribution, the date of issue and the beginning date for dividend entitlement.
The new registered shares are to be used for the financing or refinancing of the of the acquisition of shares in GTA Holdco Limited, GTA Americas LLC, Octopus Travel.com (USA) Limited and Columbus Technology Developments Limited (collectively, Gullivers Travel Associates (GTA)). The pre-emptive right of current shareholders is fully preserved. In this regard, the Board of Directors may issue new shares by means of a firm underwriting through a banking institution or a third party and a subsequent offer of these shares to the current shareholders.
The Board of Directors shall be authorized to set the subscription price and other modalities for the purpose of exercising the pre-emptive right. The Board of Directors may permit pre-emptive rights that have not been exercised, to expire and it may place these rights and/or registered shares as to which pre-emptive rights have been granted, but not exercised, at market conditions or may use them in another way in the interest of the Company.
The exercise of pre-emptive rights which have been acquired as well as the subscription and acquisition of the new registered shares as well as any subsequent assignment of the registered shares shall be subject to the restrictions pursuant Article 5 of the Article of Incorporation.
Each new registered share entitles to one vote.
When exercising their right to vote, no shareholder shall be able to vote, with respect to their own shares or shares represented as a proxy, directly or indirectly, with more than 3% of the registered share capital entered in the Commercial Register.
There is no opting out clause in the Articles of Incorporation.
There is no opting up clause in the Articles of Incorporation.