26 SHAREHOLDERS’ EQUITY
26.1 SHARE CAPITAL AND CAPITAL RESERVE
Holders of ordinary shares are entitled to dividends and to one vote per share at the General Meetings of Shareholders. All payments of the shareholders in excess of the nominal value of the share (CHF 0.10 / share) are classified to capital reserve (share premium).
26.2 NATURE AND PURPOSE OF THE EQUITY RESERVES
26.2.1 TREASURY SHARES
The Position ‘Treasury shares’ comprises the cost of the treasury shares held by the Group. All rights attached to treasury shares are suspended until those shares are reissued.
26.2.2 TRANSLATION DIFFERENCES
The translation differences comprise all foreign currency differences arising from the translation of the financial statements of foreign operations from their functional currency into the reporting currency (CHF).
26.3 MOVEMENTS IN SHARES ISSUED AND OUTSTANDING
Shares issued | Treasury shares from share buy-back program | Treasury shares for employee participation | Shares outstanding | |
| Shares (each share has a nominal value of CHF 0.10) | ||||
| Balance at January 1, 2024 | 12,783.087 | - | - | 12,783,087 |
New shares issued based on employee participation plans (conditional share capital increase) | 42,796 | - | - | 42,796 |
| Purchase of treasury shares | - | - | (100,000) | (100,000) |
|
|
|
| |
| Balance at December 31, 2024 | 12,825,883 | - | (100,000) | 12,725,883 |
|
|
|
| |
| Treasury shares issued based on employee participation plans | - | - | 28,072 | 28,072 |
| Purchase of treasury shares | - | (169,985) | (50,000) | (219,985) |
|
|
|
| |
| Balance at December 31, 2025 | 12,825,883 | (169,985) | (121,928) | 12,533,970 |
26.4 CONDITIONAL SHARE CAPITAL RESERVED FOR THE EMPLOYEE PARTICIPATION PLANS
| 2024 | 2025 |
Shares (each share has a nominal value of CHF 0.10) |
|
|
Balance at January 1 | 170,125 | 127,329 |
New shares issued based on employee participation plans | (42,796) | - |
|
|
|
Balance at December 31 | 127,329 | 127,329 |
Effective January 1, 2025, the Group will fund the outstanding employee participation plans with treasury shares.
26.5 CONDITIONAL SHARE CAPITAL FOR THE PURPOSE OF FUTURE BUSINESS DEVELOPMENT
| 31.12.2024 | 31.12.2025 |
Conditional share capital |
|
|
Shares (with a nominal value of CHF 0.10 each) | 1,800,000 | 1,800,000 |
CHF | 180,000 | 180,000 |
26.6 DIVIDENDS PAID
| 2024 | 2025 | 2026 |
Number of shares eligible for dividend | 12,773,441 | 12,675,241 | 12,533,970 |
Dividends paid (CHF/share) | 1.50 | 1.50 | 1.50 |
Payout from statutory capital contribution reserve (CHF/share) | 1.50 | 1.50 | 1.50 |
26.7 CAPITAL MANAGEMENT
The Board’s policy is to maintain a strong capital base to ensure investor, creditor and market confidence and to sustain future development of business. It is the Group’s target to keep a minimum equity ratio of 30% (reported in 2025: 67.8% and 2024: 67.7%), which limits the level of borrowings. Changes to this target are subject to the Board of Directors’ approval. In addition, all covenants relating to bank liabilities must be satisfied at any time.
The Board of Directors monitors both the earnings per share and the ability of the Group to undertake future business development. Amongst others it may initiate share buyback programs to rebalance the position of the Group in relation to these targets.
The level of dividend payments to shareholders shall be kept on a constant and ongoing level.
There were no changes in the Group’s approach to capital management during the year.