Capital structure

Share capital and shares

On December 31, 2024, the share capital of Rieter Holding Ltd. totaled CHF 23 361 815. This is divided into 4 672 363 fully paid, registered shares with a par value of CHF 5.00 each. The shares are listed on the SIX Swiss Exchange (securities code 367144; ISIN CH0003671440; Investdata RIEN). Rieter’s market capitalization on December 31, 2024, was CHF 383.78 million. With the exception of treasury shares held by Rieter Holding Ltd., each share entered in the share register with voting rights entitles the holder to one vote at the Annual General Meeting and each share, whether entered in the share register or not, entitles the holder to dividends. Pursuant to §35 of the Articles of Association, any dividends not collected within five years of their due date are forfeited to Rieter Holding Ltd.

Capital band

Rieter Holding Ltd. has a capital band of between CHF 22 193 725 (lower limit) and CHF 25 697 995 (upper limit). Within the capital band, the Board of Directors is authorized to increase or reduce the share capital once or several times, and by any amount, until April 20, 2028, or until the capital band expires earlier, or to acquire or sell shares directly or indirectly. A capital increase or a capital reduction may be effected by issuing up to 467 236 fully paid registered shares with a par value of CHF 5.00 each, or by canceling up to 233 618 registered shares with a par value of CHF 5.00 each, or by increasing or decreasing the par value of the existing registered shares within the limits of the capital band.

In the event of a capital increase, the Board of Directors determines the number of shares, the issue price, the type of contribution (including cash payment, contribution in kind, set-off and conversion of reserves or retained earnings into share capital), the issue date, the conditions for exercising subscription rights and the start of dividend entitlement. The Board of Directors may issue new shares by means of a firm underwriting by a bank or other third party and a subsequent offer to existing shareholders. The Board of Directors is authorized to limit or exclude trading in preemptive rights. The Board of Directors may allow unexercised preemptive rights to lapse, or place them or the shares for which preemptive rights have been granted but not exercised at market conditions, or otherwise use them in the interest of the company.

The Board of Directors is also authorized to withdraw or limit the preemptive rights of shareholders and to allocate preemptive rights to individual shareholders or third parties:

1. for acquiring companies, parts of companies or investments in companies, or for financing or refinancing such transactions, or financing new investment projects by the company; or
2. for the purpose of broadening the shareholder structure in certain financial or investor markets, for the participation of strategic partners, or in connection with the listing of the shares on domestic or foreign stock exchanges.

If the share capital is reduced within the scope of the capital band, the Board of Directors will, if necessary, determine the appropriation of the amount of the reduction.

Changes in the capital structure

Changes in the capital structure of Rieter Holding Ltd.:

Further information on changes in the capital structure in the financial section of the current 2024 Annual Report is published here; the financial sections of the 2023 company reports can be viewed here on page 80.

Convertible bonds and options

Rieter Holding Ltd. has no convertible bonds or shareholders’ options outstanding.

Participation certificates and dividend-right certificates

Rieter Holding Ltd. has issued neither participation certificates nor dividend-right certificates.