6 Shareholders’ equity
6.1 Changes in shareholders’ equity
| Share capital | Legal capital reserve | General legal retained earnings | Voluntary retained earnings | Total share- |
CHF 1,000 |
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Balance at January 1, 2017 | 1,154 | 15,552 | 1,000 | 247,404 | 265,110 |
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Net profit | – | – | – | 4,316 | 4,316 |
Dividend paid | – | – | – | (20,315) | (20,315) |
New shares issued based on | 12 | 19,834 | – | – | 19,846 |
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Balance at December 31, 2017 | 1,166 | 35,386 | 1,000 | 231,405 | 268,957 |
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Net profit | – | – | – | 18,837 | 18,837 |
Dividend paid | – | – | – | (23,462) | (23,462) |
New shares issued based on | 11 | 19,646 | – | – | 19,657 |
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Balance at December 31, 2018 | 1,177 | 55,032 | 1,000 | 226,780 | 283,989 |
The Company’s share capital is CHF 1,176,637.20, consisting of 11,766,372 registered shares with a nominal value of CHF 0.10 each (2017: share capital of CHF 1,166,487 consisting of 11,664,872 registered shares with a nominal value of CHF 0.10 each).
The amount of the legal capital reserve (capital contribution reserve) is subject to review and confirmation by the Swiss federal tax authorities.
6.2 Conditional and authorized share capital
In 1997, a conditional share capital of CHF 130,000 reserved for employee participation plans was approved. The conditional share capital consisted of 1,300,000 registered shares with a nominal value of CHF 0.10 each. Since 1999, several employee participation plans have been introduced based on this conditional share capital. Between February 2011 and June 2015 the employee participation plans were funded with treasury shares. In 2018 a total of 24,487 options (share option plans) were exercised and 77,013 shares transferred (share plans), increasing the Company’s share capital by CHF 10,150 and decreasing the Company’s conditional share capital by 101,500 shares (2017: a total of 39,053 options were exercised and 84,448 shares transferred, increasing the share capital by CHF 12,350 and decreasing the conditional share capital by 123,501 shares).
On April 26, 2006 and on April 17, 2018, the Annual General Meeting of Shareholders approved the creation of additional conditional and authorized share capital for the purpose of future business development.
| 2017 | 2018 |
Conditional share capital |
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Reserved for employee participation plans |
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Shares (with a nominal value of CHF 0.10 each) | 638,340 | 536,840 |
CHF | 63,834 | 53,684 |
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Employee share options and employee shares, not yet delivered | 260,685 | 238,692 |
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Reserved for future business development |
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Shares (with a nominal value of CHF 0.10 each) | 1,800,000 | 1,800,000 |
CHF | 180,000 | 180,000 |
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Authorized share capital |
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Reserved for future business development |
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Expiry date | 13.04.2018 | 17.04.2020 |
Shares (with a nominal value of CHF 0.10 each) | 2,200,000 | 2,300,000 |
CHF | 220,000 | 230,000 |
The Articles of Incorporation of Tecan Group Ltd. require that the existing conditional share capital for future business development shall be reduced if and to the extent authorized capital is used and that the authorized capital shall be reduced if and to the extent new shares are created under the respective conditional capital. However, the conditional share capital for employee participation plans is not affected by this rule.
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