4. Capital Structure

4.1. Capital

As of 31 December 2022, the fully paid-in nominal share capital of Clariant Ltd totaled CHF 863 041 917.40 and was divided into 331 939 199 registered shares, each with a par value of CHF 2.60. Clariant Ltd shares have been listed on the SIX Swiss Exchange since 1995 (symbol: CLN, ISIN CH0012142631). Clariant Ltd does not issue nonvoting equity securities (Genussscheine or Partizi­pationsscheine). Based on the closing price of the Clariant share of CHF 14.65 on 31 December 2022, the company’s market capitalization at year-end amounted to CHF 4 862 909 265. Except for the share capital reductions in 2021 and 2022 as a consequence of the distributions through capital reductions by way of par value reduction (see below section 4.3 of the Corporate Governance Report 2022), there was no change in the capital structure of Clariant Ltd in the last three years (2020 to 2022).

4.2. Conditional capital

The company’s share capital may be increased by no more than CHF 9 910 903.60 by issuing the remaining 3 811 886 registered shares, each with a par value of CHF 2.60, corresponding to 1.14837 % of the current share capital.

The details are set out in Article 5 of the Articles of Association. The Articles of Association can be found at www.clariant.com/en/Company/Corporate-Governance/Articles-of-Association.

4.3. Distribution through capital reduction by way of par value reduction

In the 2022 calendar year, a distribution in the total amount of CHF 0.40 per share was decided on by the Annual General Meeting. The total amount of CHF 131 685 448.40 was paid out on 12 September 2022.

A table with additional information on the distribution of capital reserves can be found in note 17 of the Financial Report 2022.

4.4. Transferability of shares

The transfer of registered shares requires the approval of the Board of Directors, which may delegate this function. Approval is granted if the acquirer discloses his/her identity and confirms that the shares have been acquired in his/her own name and for his/her own account.

4.5. Nominee registrations and voting rights

Each registered share entitles the holder to one vote at the shareholders’ meetings. Special rules according to Article 6 of the Articles of Association apply to nominees who fail to disclose the identity of the persons they represent and whose shareholding exceeds 2 %. www.clariant.com/en/Company/Corporate-Governance/Articles-of-Association

4.6. Options

There are no options or option rights.

4.7. General Blackout Periods

The periods during which information and data is prepared for publication (»Closed Periods« or »General Blackout Periods«) will be determined and expressly notified to all insiders each year. The Closed Periods cover the following periods:

  • Before publication of the half-year and the full-year results;
  • Before publication of the quarterly reporting;
  • The periods shortly before the disclosure to the markets of inside information related to the Clariant business.

Upon receiving such inside information, the primary insiders (which include members of the Board of Directors, the Executive Management, and employees having access to inside information, e.g., in the accounting, finance, investor relations, and law departments) are entered in a register, and the register generates an »Insider Trading message« to these insiders. It is particularly stated that no transactions in Clariant securities shall be made during Closed Periods, and it is further made clear that the trading pro­hibition and the obligation of con­fidentiality will be in effect, irrespective of whether or not the publication of the inside information concerned is likely to have a significant effect on the value of Clariant securities. Noncompliance may not only entail disciplinary measures but also result in criminal charges.