2  Capital structure

2.1  Capital

As at 31 December, Allreal Holding AG had the following capital structure:
















2.2  Authorised and conditional capital in particular

Authorised capital

The Board of Directors is authorised by the annual general meeting of 20 April 2018 to increase the share capital – excluding the subscription rights of shareholders as applicable – until 20 April 2020 to acquire businesses, business units, participating interests or real estate through an exchange of shares, for financing or refinancing the acquisition of businesses, business units, participating interests or investment projects, or for the purpose of an international placement of shares worth up to CHF 1.0 million by issuing up to 1,000,000 registered shares each with a nominal value of CHF 1.00 (authorised capital).

Conditional capital

For the purpose of issuing convertible bonds, warrant bonds or other financial instruments, there exists – excluding the subscription rights of shareholders – conditional capital of up to CHF 2,495,763 through the issue of up to 2,495,763 registered shares with a nominal value of CHF 1.00 each. Bearers of the convertible and/or warrant bonds are entitled to subscribe to the new shares.

Further, Allreal Holding AG has conditional capital of CHF 0.2 million (200,000 registered shares at a nominal value of CHF 1.00 each) at its disposal for the purposes of issuing options to the members of the Board of Directors and management. This conditional capital had not been drawn on as at the balance sheet date.

2.3  Changes in capital

The annual general meeting of 20 April 2018 voted in favour of lowering the ordinary share capital by CHF 781.2 million to CHF 15.9 million by reducing the nominal value of each registered share from CHF 50.00 to CHF 1.00. Furthermore, the annual general meeting set a new maximum amount of CHF 1.0 million for authorised capital and, in connection with the nominal value reduction, reduced the conditional capital to CHF 2.7 million.








15 942 821


797 141 050


797 141 050


1 000 000


50 000 000


50 000 000


2 695 763


134 788 150


134 788 150

2.4  Shares and participation certificates

The share capital is divided into 15,942,821 fully paid-in registered shares with a nominal value of CHF 1.00 each. All outstanding shares are unitary shares; there are no preferred or voting right shares.

The registered shares are issued in the form of book-entry securities.

All shares are dividend bearing. Exercise of the membership rights accorded to the shareholder is conditional on an entry in the share register. Each registered share carries one vote at the general meeting.

The voting rights attaching to treasury shares held by the company are suspended, and no dividends are paid on these shares.

The company has no participation certificate capital.

2.5  Dividend-right certificates

Allreal has not issued any dividend-right certificates.

2.6  Limitations on transferability and nominee registrations

Every shareholder is entitled to be entered in the share register. In accordance with the articles of association, the Board of Directors may reject an entry for the following two reasons, namely:

  • if the number of registered shares held by the buyer, or by a group of shareholders acting jointly, exceeds 5% of the share capital, or
  • insofar and as long as recognition of an acquisition made by a full shareholder could prevent the company from providing proof that it is Swiss-controlled as stipulated by Swiss law (Lex Koller), namely, in the event that the sum of shares not entered in the share register and shares held by non-Swiss persons were to exceed the threshold of one third of share capital.

Subject to the restrictions referred to above, nominee registrations are admissible without any limitations on voting rights.

2.7  Convertible bonds and options

The company had issued neither convertible bonds or warrant bonds nor option plans on Allreal registered shares as at the balance sheet date.