Capital Structure
The share capital of SGS SA is CHF 7 495 032 as of 31 December 2023 and comprises 187 375 800 fully paid-in, registered shares of a par value of CHF 0.04. On 31 December 2023, SGS SA held 3 064 685 treasury shares through an affiliate company (2022: 125 978).
At the 2023 Annual Shareholders Meeting, the shareholders approved a division of the par value of the shares from CHF 1 to CHF 0.04. Consequently each share was divided and replaced by 25 shares of a CHF 0.04 par value.
Conditional share capital
The shareholders have conditionally approved an increase of share capital by an amount of CHF 1 100 000 divided into 27 500 000 registered shares with a par value of CHF 0.04 each. This conditional share capital increase is intended to obtain the shares necessary to meet the Company’s obligations with respect to employee equity-based remuneration plans and option or conversion rights of convertible bonds or similar equity-linked instruments that the Board is authorized to issue. If increased by the maximum amount of the conditional share capital, the existing share capital of 187 375 800 shares would increase by approximately 14.7% to 214 875 800 shares. The conditional capital is not limited in time.
The right to subscribe to such conditional capital is reserved to beneficiaries of employee share option plans and holders of convertible bonds or similar debt instruments and therefore excludes shareholders’ preferential rights of subscription. The Board is authorized to determine the timing and conditions of such issues, provided that they reflect prevailing market conditions. The term of exercise of the options or conversion rights may not exceed 10 years from the date of issuance of the equity linked instrument.
Until 23 March 2023, the Company had an authorized share capital of CHF 500 000 which was not renewed beyond this term.