DESCRIPTION OF CAPITAL SHARES
Share Capital
Our share capital recorded
in the commercial register as of the date of this prospectus supplement is CHF 1,684,471.98 and is fully paid-in. It is divided into 56,194,066 common shares with a nominal value of CHF 0.03 each,
which includes 1,000,000 treasury shares issued subsequent to September 30, 2019 and prior to the date of this prospectus supplement.
Authorized
Share Capital
As of the date of this prospectus supplement, our articles of association authorize the board of directors to increase
our share capital at any time until June 10, 2021 by a maximum aggregate amount of CHF 724,020.09 through the issuance of not more than 24,134,003 common shares, which would have to be
fully paid-in, with a nominal value of 0.03 CHF each.
For purposes of this offering, on
November 18, 2019, our board of directors has decided to authorize an increase of our share capital by up to CHF 146,625.00 through the issuance of up to 4,887,500 common shares (which includes the common shares relating to the option granted the
underwriters to purchase up to an additional 637,500 common shares).
Conditional Share Capital
As of the date of this prospectus supplement, our articles of association provide for a conditional capital for bonds and similar debt
instruments. For such purposes, as per our current articles of association, the share capital of the Company may be increased by a maximum amount of CHF 147,591.00 through the issue of a maximum of 4,919,700 common shares, payable in full, each
with a nominal value of CHF 0.03 through the exercise of conversion and/or option rights granted in connection with bonds or similar instruments, issued or to be issued by the Company or by subsidiaries of the Company, including convertible
debt instruments. In addition, our articles of association provide for a conditional capital for employee benefit plans. For such purposes, as per our current articles of association, the share capital of the Company may be increased by an amount
not exceeding CHF 560,947.11 through the issue of a maximum of 18,698,237 common shares, payable in full, each with a nominal value of CHF 0.03, in connection with the exercise of option rights granted to any employee of the Company or a subsidiary,
and any consultant, members of the board of directors, or other person providing services to the Company or a subsidiary.
Pre-Emptive Rights
Pursuant to the Swiss Code of Obligations, or CO, shareholders have pre-emptive rights (Bezugsrechte) to subscribe for new issuances of shares. With respect to conditional capital in connection with the issuance of conversion rights, convertible bonds
or similar debt instruments, shareholders have advance subscription rights (Vorwegzeichnungsrechte) for the subscription of conversion rights, convertible bonds or similar debt instruments.
A resolution passed at a general meeting of shareholders by two-thirds of the shares
represented and the absolute majority of the nominal value of the shares represented may authorize our board of directors to withdraw or limit pre-emptive rights or advance subscription rights in
certain circumstances.
If pre-emptive rights are granted, but not exercised, the board of directors may allocate the pre-emptive rights as it elects.
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