A total of 4,896,445 of a maximum of 8,000,000 approved conditional shares with a par value of CHF 0.05 each have been issued, so that the maximum conditional share capital reserved for key employees’ share option plans was reduced by March 31, 2010, to 3,103,555 (previous year 3,682,216) shares. In the financial year 2009/10, a total of 517,532 options were granted as part of the Sonova Executive Equity Award Plan (EEAP ). In the previous years 2008/09 and 2007/08, the number of options granted totaled 678,040 and 386,224, respectively. As of March 31, 2010, there were still 2,337,728 options outstanding (compared with 2,548,279 the previous year). Each of these options entitles the holder to purchase one registered share in Sonova Holding AG with a par value of CHF 0.05.
The conditional share capital of 3,301,120 registered shares, which was created on July 7, 2005, in order to increase the company’s financial flexibility, has not yet been used.
Authorized capital
The General Shareholders’ Meeting held on June 10, 2009, approved the creation of authorized share capital of 3,311,520 registered shares with a par value of CHF 0.05 per share. The Board of Directors is authorized to exclude subscription rights of shareholders and to allocate them to third parties if the new shares are to be used for the acquisition of companies, parts of companies, equity stakes or the financing of such transactions. The authorization granted to the Board of Directors to augment the company’s share capital by the authorized share capital hereby created expires on June 9, 2011.
Conditional capital
The General Shareholders’ Meeting held on July 7, 2005, approved the creation of conditional share capital of 3,301,120 registered shares with a par value of CHF 0.05 per share. The purpose of the additional conditional share capital created is to improve the company’s financial flexibility. This capital may be used for exercising option and conversion rights granted in connection with bonds or similar debt instruments issued by the company for the purpose of financing the acquisition of companies, parts of companies or shareholdings.
At the General Shareholders’ Meetings in 1994 and 2000, conditional share capital of 8,000,000 registered shares with a par value of CHF 0.05 per share was created for the purpose of offering Sonova shares, through an option program, to key employees of the Sonova Group.
Shares and participation certificates
Sonova Holding AG registered shares have been listed on the Swiss stock exchange (SIX Swiss Exchange) since November 1994. The Annual General Shareholders’ Meeting of July 5, 2001, approved a capital reduction and a repayment of CHF 15 on the par value per share. At the same time, the shareholders approved a 1:100 stock split. This reduced the par value of Sonova registered shares from CHF 20 to their current value of CHF 0.05. The share capital is fully paid up. With the exception of the treasury shares held by the company itself, each share represents one vote at the General Shareholders’ Meeting and is entitled to dividend payments. On November 9, 2009, Sonova announced that it would terminate the share buy-back program launched on September 20, 2007, for up to 10% of the share capital. A total of 2,113,500 registered shares with a par value of CHF 0.05 each were repurchased at an average price of CHF 94.98, which represents 3.15% of the share capital as of the date the share buy-back program was initiated.
The repurchase volume totaled CHF 200.7 million. Repurchase of shares was handled by means of a second trading line that was set up at SIX Swiss Exchange AG specifically for share buy-back. All repurchased shares were destroyed.
The following overview shows the treasury shares held by the company as of March 31:
1) The share buy-back program approved by the Board of Directors on August 15, 2007, was terminated on November 9, 2009.