Corporate governance

Capital Structure

 

Ordinary share capital on the closing date

The ordinary share capital of Kuehne + Nagel International AG amounts to CHF 120 million and is divided into 120 million registered shares of a nominal value of CHF 1 each.

 

Authorised and conditional share capital

The Annual General Meeting held on May 3, 2016, extended its approval of authorised share capital up to a maximum of CHF 20 million by a further two years until May 3, 2018.

 

The Annual General Meeting held on May 2, 2005, approved a conditional share capital increase up to a maximum of CHF 12 million and to add the respective section in the Articles of Association.

 

The Annual General Meeting held on May 8, 2012, approved a conditional share capital up to a maximum of CHF 20 million for the provision of the employee share-based compensation plans of the Company. The Annual General Meeting held on May 5, 2015, approved a reduction of this conditional share capital from CHF 20 million to CHF 2 million.

 

So far no use has been made of these rights. There is no resolution of the Board of Directors outstanding for further issuance of either authorised or conditional capital. A description of the group of beneficiaries and of the terms and conditions of the authorised and conditional share capital can be found in the Articles of Association, Art. 3.3, 3.4 and 3.5, which are available on the Company website: Corporate Governance

 

Change in capital over the past three years

During the years 2014 through 2016 no changes in capital occurred other than related to authorised and conditional share capital as outlined above.

 

Shares and participating certificates

On the closing date, 120 million registered shares of a nominal value of CHF 1 each were outstanding. At the same date, no participating certificates were outstanding.

 

Profit sharing certificates

There were no profit sharing certificates outstanding at the closing date.

 

Limitations on transferability and nominee registrations

Each share has one vote. All shares have equal voting rights, and no preferential rights or similar entitlements exist. The Articles of Association do not provide for any limitations on the transfer of shares. Nominees are entered in the share register only upon their written agreement to declare the names, addresses, and shareholdings of the respective persons, on whose account they are holding shares.

 

Convertible bonds and warrants/options

No convertible bonds, warrants or options were outstanding as at the closing date other than related to the Group’s Employee Share Purchase and Option Plan (SPOP). For details of the Group’s Employee SPOP, please refer to note 36 of the Consolidated Financial Statements.