Capital Structure

  • As of December 31, 2015, the share capital of Sunrise Communications Group AG amounted to CHF 45,000,000 divided into 45,000,000 fully paid-in registered shares with a nominal value of CHF 1.00 per share.
  • Sunrise Communications Group AG has authorized share capital in an amount not to exceed CHF 350,000 through the issuance of up to 350,000 fully paid-in registered shares with a nominal value of CHF 1.00 at any time until ­January 22, 2017. These registered shares are reserved exclusively for the purpose of the participation of em­ployees as well as members of the Board of Directors and the executive management of Sunrise Communications Group AG or its subsidiaries pursuant to one or more ­regulations adopted by the Board of Directors. The shareholders’ pre-emptive right is excluded. Increases in partial amounts are permitted. Further, an increase through initial subscription of the new shares by Sunrise Communications Group AG is permitted in accordance with Article 659 et seq. of the Swiss Code of Obligations. The Board of Directors determines the date of issue of new shares, their issue price, which may be below the market price, the type of contribution and the time of dividend entitlement. Any newly registered shares are subject to registration restrictions under Article 5 of the Articles of Incorporation following their acquisition.
  • As of December 31, 2015, Sunrise Communications Group AG had no conditional share capital.
  • Sunrise Communications Group AG was founded on January 13, 2015, with an initial issued share capital of CHF 100,000 divided into 100,000 fully paid-in registered shares with a nominal value of CHF 1.00 per share. On January 23, 2015, Sunrise Communications Group AG’s share capital was increased from CHF 100,000 to CHF 25,000,000. In the capital increase, Sunrise Communications Group AG received by way of a contribution in kind and by way of a contribution to the reserves from capital contributions all 134,553,661 A ordinary shares in Mobile Challenger Intermediate Group S.A., Luxembourg, Grand-Duchy of Luxembourg, with a nominal value of CHF 0.01 each pursuant to a contribution agreement dated January 23, 2015, against issuance of 24,900,000 registered shares of Sunrise Communications Group AG with a nominal value of CHF 1.00 per share. On February 5, 2015, Sunrise Communications Group AG’s share capital was increased from CHF 25,000,000 to CHF 45,000,000 in an ordinary capital increase of 20,000,000 registered shares of Sunrise Communications Group AG with a nominal value of CHF 1.00 per share against cash contributions in connection with the initial public offering of Sunrise Communications Group AG on February 6, 2015.
  • Sunrise Communications Group AG’s shares are registered shares with a nominal value of CHF 1.00 per share and are fully paid-in. The shares are listed and traded on the SIX Swiss Exchange (Valor No. 26’729’122, ISIN CH0267291224, symbol: SRCG). The shares are issued as uncertificated securities (German: Wertrechte) within the meaning of Article 973c of the Swiss Code of Obligations and registered as intermediated securities (German: Bucheffekten) within the meaning of the Swiss Federal Intermediated Securities Act. Shareholders have no right to request the printing and delivery of share certificates or the conversion of the form in which shares are issued into another form. Shareholders may, however, at any time request from Sunrise Communications Group AG the delivery of an attestation certifying their current shareholdings.
  • As of December 31, 2015, Sunrise Communications Group AG had no participation certificates outstanding.
  • As of December 31, 2015, Sunrise Communications Group AG had no profit sharing certificates outstanding.
  • For as long as the shares are in uncertificated form (Wertrechte) and registered as intermediated securities (Bucheffekten), any transfer and collateralization of shares must be made in accordance with the Swiss Federal Intermediated Securities Act. If uncertificated shares are transferred by assignment, Sunrise Communications Group AG must be notified of the transfer in order for it to be considered valid. According to Article 5 (3) of the Articles of Incorporation, the Board of Directors may register nominees as shareholders with voting rights in the share register for up to a maximum of 3 % of the total share capital outstanding at the time. Nominees are persons who in their registration request do not explicitly declare that they hold the shares for their own account and with whom Sunrise Communications Group AG has entered into a respective agreement. The Board of Directors may register a nominee as a shareholder with voting rights in excess of such registration limitation provided the nominee discloses the names, addresses, nationalities and shareholdings of the persons for whom it holds 0.5 % or more of the total share capital outstanding at the time. In 2015, the Board of Directors registered Chase Nominees Ltd., London as a shareholder with voting rights in excess of such registration limitation.
  • As of December 31, 2015, Sunrise Communications Group AG had no convertible bonds or options regarding its shares outstanding. With respect to share-based compensation (including the right to receive a portion of the short-term incentive in the form of shares and the right to receive Performance Shares) please consult the Compensation Report (Group Management Board Compensation ).