Capital structure

Principal shareholders 

The information on principal shareholders of Kuoni Travel Holding Ltd is provided in the respective table of the Financial Report.

This shows those shareholders holding over 3% of the companyʼs shares, together with their current holdings (based on information provided by the same). The company received several notifications of significant shareholders as required under Article 20 of the Swiss Federal Act on Stock Exchanges and Securities Trading in the course of 2014. These notifications were published on the SIX Swiss Exchangeʼs notifications platform and under kuoni.com. Kuoni Travel Holding Ltd is not aware of any other shareholders holding more than 3% of the companyʼs shares as of 31 December 2015. Kuoni Travel Holding Ltd is not aware of any shareholdersʼ agreements.

Cross-shareholdings 

Kuoni Travel Holding Ltd has no cross-shareholdings, whether purely of a capital nature or involving voting rights.

Capital

For further details and the composition of the amounts of ordinary and conditional capital of Kuoni Travel Holding Ltd, please see the respective table of the Financial Report. Further information on the capital structure is also available on kuoni.com.

Authorised and conditional capital in particular 

Kuoni Travel Holding Ltd has no authorised capital.

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 shareholdersʼ 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 accordance with art. 28 of the Articles of Incorporation). 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 2013, 2014 and 2015 please refer to the respective table of the Financial Report. There is no share-buy-back programme.

Shares and participation certificates 

The composition of the share capital of Kuoni Travel Holding Ltd is shown in the respective table of the Financial Report. At the General Meeting of Shareholders of Kuoni Travel Holding Ltd each registered share carries one vote. These voting rights can only be exercised if the shareholder is registered as a shareholder with voting rights in the Kuoni Travel Holding Ltd share register. Under the Articles of Incorporation, such registration also requires a declaration from the shareholder that they have acquired the shares concerned in their own name and for their own account.

The unlisted registered shares A (nominal value CHF 0.20) have a five times lower nominal value than the listed registered shares B (nominal value CHF 1.00), and thus have five times greater voting rights in terms of the capital invested. The registered shares of Kuoni Travel Holding Ltd are uncertificated.

The shareholder may demand at any time that Kuoni Travel Holding Ltd issue a confirmation in respect of the registered shares which the shareholder currently owns. The shareholder is not entitled to the printing and delivery of certificates for registered shares. Kuoni Travel Holding Ltd, by contrast, may print and deliver certificates representing shares (single or global share certificates or certificates comprising multiple shares) at any time instead of uncertificated securities. Kuoni Travel Holding Ltd may also cancel without replacement any such previously issued share certificate or uncertificated security.

Securities held with an intermediary may only be disposed of or used as collateral in compliance with the terms of the Swiss Intermediary-Held Securities Act (“Bucheffektengesetz”). Uncertificated securities which do not qualify as securities held with an intermediary may only be transferred by assignment. Such assignment shall only be valid if Kuoni Travel Holding Ltd is notified thereof.

All registered shares are entitled to a dividend. Kuoni Travel Holding Ltd waives its entitlement to a dividend on any shares held by the company as treasury shares at the time of the dividend payment. The voting rights attached to such shares are suspended by law.

Kuoni Travel Holding Ltd has not issued any participation certificates.

Dividend-right certificates 

Kuoni Travel Holding Ltd has not issued any dividend-right certificates.

Restrictions on transferability and nominee registrations 

The following provisions apply to the registered shares A and B of Kuoni Travel Holding Ltd.

The Board of Directors of Kuoni Travel Holding Ltd will deny the registration of an acquirer of registered shares subject to the provisions of the last paragraph in this chapter as the holder or usufructuary of the registered shares with voting rights concerned if, as a result of such registration, the acquirer were to acquire or collectively hold, directly or indirectly, more than 3% of the registered share capital entered in the Commercial Register. For the registered shares exceeding this 3% ceiling, the acquirer shall be registered in the share register as the holder or usufructuary of these registered shares without voting rights. On the 11 November 2015 the Board of Directors announced that it intends to ask the next General Meeting to remove statutory voting right restrictions.

Legal entities or partnerships that are interrelated through capital ownership, voting rights or uniform management or are otherwise linked with one another, as well as individual persons or legal entities or partnerships who act in concern for the purpose of circumventing the limitation for registration in the share register, shall, for the purposes of the preceding paragraph, be treated as one single acquirer.

The limitation for registration in the share register set forth in paragraph 2 of this chapter subject to Article 652b, paragraph 3 of the Swiss Code of Obligations also applies to registered shares which are acquired through the exercising of pre-emptive rights, warrants and conversion rights. The limitation for registration in the share register shall not apply to an acquisition of registered shares by succession or division of estate or under marital property law.

Other than set forth above, acquirers of registered shares shall be registered in the share register as shareholders with voting rights upon their application, provided they expressly declare that they have acquired the registered shares in their own name and for their own account.

The Board of Directors of Kuoni Travel Holding Ltd may register individual persons who do not expressly declare that they hold the registered shares for their own account (“nominees”) in the share register with voting rights if the nominee has entered into an agreement with the Company with respect to such status and if the nominee is subject to the supervision of a recognised bank or financial market.

The Board of Directors of Kuoni Travel Holding Ltd may also, after having heard the person concerned, cancel a personʼs registration in the share register as a shareholder or nominee with voting rights with retroactive effect to the date of registration if such registration was based on incorrect information from the acquirer, and shall then in such cases register the shareholder or nominee concerned in the share register as a shareholder or nominee without voting rights. In the event of any such action, the shareholder concerned must be immediately informed.

The Board of Directors of Kuoni Travel Holding Ltd shall specify the particulars and give the necessary directions to ensure compliance with the preceding provisions. It may also allow exemptions in particular cases from the regulation regarding nominees and the percentage limitation specified in paragraph 2. The Board of Directors issues regulations on this. The Board may also delegate its duties.

No exemptions from the transferability and nominee registration restrictions were granted in the reporting year.

The vested rights of the shareholders entered in the share register on 25 February 1995 (including those of their legal successors by virtue of the devolution or partition of an estate, a matrimonial property regime or a merger with or incorporation into a directly controlled, wholly owned holding company) remain intact. The limitations outlined above shall also not apply to shares which have been or will be acquired by the shareholders entered in the share register on 25 February 1995 or their legal successors as defined above through the exercising of subscription, warrant, option or conversion rights arising from the shares entered in the share register on 25 February 1995 and any shares derived therefrom.

Convertible bonds and options 

Kuoni Travel Holding Ltd had no convertible bonds or options outstanding.