Capital structure

Capital and shares

According to the commercial register entry, the issued share capital of Rieter Holding Ltd. as of December 31, 2025, totals CHF 1 360 577.08 and is divided into 136 057 708 fully paid-in registered shares with a nominal value of CHF 0.01 each. The shares are listed on the SIX Swiss Exchange (Swiss securities identification number 367144; ISIN code CH0003671440; Investdata RIEN). Rieter’s market capitalization on December 31, 2025, was CHF 433.2 million. With the exception of treasury shares held by Rieter Holding Ltd., each share entered into the share register with voting rights entitles the holder to one vote at the Annual General Meeting and each share, whether entered into 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 and conditional capital

Rieter Holding Ltd. has a capital band of between CHF 1 292 548.23 (lower limit) and CHF 1 496 634.78 (upper limit). Within the capital band, the Board of Directors is authorized to increase or reduce the share capital once or multiple times, and by any amount, until September 18, 2030, or until the capital band expires if earlier, or to acquire or sell shares directly or indirectly. A capital increase or a capital reduction may be effected by issuing up to 13 605 770 fully paid-in registered shares with a par value of CHF 0.01 each, or by canceling up to 6 802 885 registered shares with a par value of CHF 0.01 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;
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.

As of December 31, 2025, the Rieter Group has no conditional capital.

Changes in capital

Changes in the capital structure of Rieter Holding Ltd.:

Further information on changes in the capital structure is published in the financial section of the current 2025 Annual Report here on page 199; the financial sections of the 2024 company reports can be viewed here on page 197.

Limitations on transferability and nominee registrations

Those persons entered in the share register are recognized as voting shareholders. Rieter shares may be bought and sold without any restrictions. Pursuant to Article 4 of the Articles of Association, entry in the share register may be denied in the absence of an explicit declaration that the shares are held in the applicant’s own name and for the applicant’s own account. No other restrictions on registration exist.

Shares held in a fiduciary capacity are not entered in the share register. As an exception to this rule, Anglo-Saxon nominee companies are entered in the register if the company in question has concluded a nominee agreement with Rieter. The nominee company may exercise its voting rights at the Annual General Meeting. At Rieter’s request, the nominee company is obliged to disclose the name of the person on whose behalf it holds shares.

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.