2. Capital structure

2.1 Capital

The composition of the share capital is described in the financial report "Shares issued".

2.2 Authorized and conditional capital

The company has no authorized or conditional capital at its disposal.

2.3 Changes in capital

Information on the changes in capital in the reporting period is listed in the financial report "Statement of shareholders' equity".

2.4 Shares

Detailed information on the shares of Zug Estates Holding AG (number of shares, type and par value) is available in the financial report "Shares issued". Series A (privileged voting shares, par value CHF 2.50) registered shares are not listed. Series B (ordinary shares, par value CHF 25.00) registered shares are listed on the SIX Swiss Exchange, Zurich (securities number 14805212, ISIN CH0148052126).

2.5 Participation certificates and dividend-right certificates

The company has no outstanding participation certificates or dividend-right certificates.

2.6 Limitations on transferability and nominee registrations

In relation to the company, only those registered in the share register are recognized as registered shareholders or beneficiaries. An entry is made in the share register:

  • If, according to the information available to the company, recognition of an applicant as a shareholder does not and could not prevent the company and/or its subsidiaries from providing legally required proof of the composition of its circle of shareholders and/or beneficial owners, particularly pursuant to the Federal Act on the Acquisition of Immovable Property in Switzerland by Foreign Non-Residents;

  • If the applicant expressly declares that these registered shares have been acquired in the applicant's own name and on their own account.

Persons who do not expressly state in the application for registration that they hold the shares for their own account (nominees) may be entered in the share register as entitled to vote, provided that such persons have entered into an agreement with the board of directors concerning their status and are subject to a recognized bank or financial market supervision.

The transfer of series A registered shares is subject to approval by the board of directors in each instance. Approval can be denied for important reasons. The following count as important reasons:

  • To ward off buyers who operate a business that competes with the purpose of the company, who have a participating interest in such a business or who are employed by such a business;

  • To ensure that the company remains independent based on the voting rights-related control of the group of current registered shareholders. Spouses and descendants of the current circle of shareholders must, as a rule, be admitted;

  • To acquire or to hold shares on behalf of third parties or in the interests of third parties.

Approval can be denied without giving reasons, provided that the board of directors acquires the shares (for the account of the company, specific shareholders or third parties) at their actual value at the time when the request was submitted.

2.7 Convertible bonds and warrants/options

The company has no outstanding convertible bonds or warrants/options.

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