Reporting Obligations Regarding the Maintenance of Listing
 

Annex 1 - Equity Securities

Overview: Regular Reporting Obligations Regarding the Maintenance of Listing – Primary-Listed Equity Securities

Point

Reportable fact

Timing of report

Contents of the report

Manner of transmission to SIX Exchange
Regulation

Official notice

Notes

1

General

1.01

Change of name (change of company name)

Within five trading days following entry in the Commercial Register. However, the report must in all cases reach SIX Exchange Regulation no later than 10.00 am on the last trading day prior to the date of exchange modification.

  • Name old / new;
  • Web address old / new;
  • Ticker symbol old / new;
  • Security no. and ISIN old / new;
  • Date of exchange modification;


Enclosure(s):

  • Extract from the commercial register as PDF;
  • Articles of association as PDF.

Connexor Reporting electronic reporting platform or online form: "Official Notice Name Change".

Yes.

For issuers whose registered office is located in a country other than Switzerland: if applicable law does not provide for an entry in the Commercial Register, minutes of the resolution by the body responsible for the change of name, officially certified by a notary, must be submitted as soon as this certification has taken place.

1.02

Change of address of registered head office

Within five trading days following entry in the Commercial Register.

  • Name (company name), address, P.O. box;
  • Tel. no., fax no.;
  • E-mail address.


Enclosure(s):
Extract from the commercial register as PDF.

Connexor Reporting electronic reporting platform or online form: "Change of address of the head office".

 

For issuers whose registered office is located in a country other than Switzerland: if there is a change in the address of the domicile where the head office is located, or in the place in which the company's management is based, and if applicable law does not provide for an entry in the Commercial Register, minutes of the resolution by the body responsible for the change of address, officially certified by a notary, must be submitted as soon as this certification has taken place.

1.03

Change of address for the delivery of legally relevant documents

Immediately upon occurrence.

  • Name (company name), address, P.O. box;
  • Tel. no., fax no.;
  • E-mail address;
  • Language for correspondence.

Via e-mail: meldepflichten@six-group.com

 

Issuers must report an address for the delivery of legally relevant documents as soon as the Declaration of Approval is signed. If this changes, the new address must be reported.

Connexor Reporting is currently not available for this report.

1.04

Change of invoice address (specifically for the fees for the maintenance of listing)

Immediately upon occurrence.

Address, P.O. box.

Via e-mail: meldepflichten@six-group.com

 

Connexor Reporting is currently not available for this report.

1.05

Name of auditors (external auditors)

Within five trading days following entry in the Commercial Register.

  • Name (company name);
  • Country of domicile;
  • Register number of the competent audit oversight authority;
  • Reason for the change (incl. comments on whether the auditors resigned and whether there were any unresolved differences of opinion between issuer and auditors at the time of the change).


Enclosure(s):
Extract from the commercial register as PDF.

Connexor Reporting electronic reporting platform or online form: http://www.six-exchange-regulation.com/obligations/reporting/forms_en.html.

 

If the previous auditors resign and no new auditors are appointed by the competent body within a reasonable period, SIX Exchange Regulation must be notified by e-mail to meldepflichten@six-group.com of the resignation of the previous auditors.

For issuers whose registered office is located in a country other than Switzerland: if applicable law does not provide for an entry in the Commercial Register, minutes of the resolution by the body responsible for appointing the new auditors, officially certified by a notary, must be submitted as soon as this certification has taken place.

1.06

Change of balance sheet date (closing of accounts for financial year)

Immediately upon occurrence.

Information on the old and new balance sheet date.

Connexor Reporting electronic reporting platform or by e-mail: meldepflichten@six-group.com

   

1.07

Changes to contact persons:

  • Chairman;
  • Chief Executive Officer;
  • Chief Financial Officer;
  • Head of Investor Relations;
  • Contact for ad hoc publicity (Directive on Ad Hoc Publicity);
  • Contact for regular reporting obligations in accordance with this Annex.

Immediately upon occurrence.

  • Last name, first name, address;
  • Direct tel. no., direct fax no.;
  • Direct e-mail address;
  • Team e-mail address.


Additionally for the contacts for ad hoc publicity and regular reporting obligations:
mobile phone number.

Connexor Reporting electronic reporting platform or online form:
"Contacts ".

 

To ensure that they can be contacted swiftly if necessary, the contacts for ad hoc publicity and regular reporting obligations must notify SIX Exchange Regulation of their mobile phone numbers.

1.08

Changes to the following internet links (URLs):

  • Issuer's general website;
  • Registration form for e-mail list (subscription to push system, Directive Ad hoc Publicity);
  • Directory of ad hoc notices (pull system, Directive Ad hoc Publicity);
  • Corporate calendar;
  • Directory of financial statements (annual and interim statements).

Immediately upon occurrence.

Internet link.

Connexor Reporting electronic reporting platform or by e-mail: meldepflichten@six-group.com

 

Definitions:

  • "push system":
    According to Art. 8 Directive Ad hoc Publicity, market participants must be able to sign up to an e-mail distribution service from the issuer to receive its ad hoc notices (media releases) automatically by e-mail.
  • "pull system":
    Issuers are obliged to post all ad hoc notices on their website for a period of two years (Art. 9 Directive Ad hoc Publicity).



Corporate calendar:
SIX Exchange Regulation must be notified of the valid internet link, but not the dates that it contains (with the exception of the date of the GMS, which is subject to a separate reporting obligation; see Point 3.01 of this Annex). The calendar must be updated continuously. As a general rule the publication dates of financial statements must be listed explicitly in the calendar at least six months in advance. If the definitive date has not yet been set at this point in time, the issuer must give the calendar week, or the calendar must list the provisional date with a corresponding note. The calendar must be updated as soon as the dates are known. If the financial figures are to be announced on the same day as the financial report is published, the publication of the report must be stated explicitly in the corporate calendar.

1.09

Change of business activity

Immediately upon occurrence.

Description of activity.

Connexor Reporting electronic reporting platform or by e-mail: meldepflichten@six-group.com

 

Changes of business activity which result in the issuer being reclassified under the Listing Rules as an investment or real estate company (Arts. 15 and 16 Directive Financial Reporting) must be reported.

1.10

Report of changes to investment policy / to the fee model for investment and real estate companies pursuant to Art. 76 para. 1 and Art. 84 para. 1 LR

No later than one month prior to the changes entering into effect.

Document setting out the new investment policy / the new fee model as PDF.

Via e-mail:
meldepflichten@six-group.com

 

Independent of the report of changes to SIX Exchange Regulation, the company is still obliged to publish a media release under the rules on ad hoc publicity if the changes are potentially price sensitive. The issuers must observe the periods and details laid down for the publication of such releases.

Connexor Reporting is currently not available for the report.

2

Financial reporting

2.01

Submission of financial reports:
annual report;
interim (semi-annual) report.

Upon publication, subject to the following deadlines:

  • Annual report:
    4 months following the closing date for the financial year (balance sheet date);
  • Interim (semi-annual) report:
    3 months following the balance sheet date.

Report as PDF.

Connexor Reporting electronic reporting platform or by e-mail: meldepflichten@six-group.com

 

The issuer must submit the financial reports to SIX Exchange Regulation as a PDF file. It is not sufficient to provide an internet link which leads to the financial reports on the issuer's website.

2.02

Quarterly financial statements pursuant to Directive on Exemptions regarding Duration of Existence of the Issuer (Track Record)

Upon publication, but no later than two months following the balance sheet date. The submission deadlines for financial statements set out in Point 2.01 of this Annex apply if the interim (semi-annual) or annual report is submitted instead of the second or fourth quarterly report.

Form of submission:

  • Paper form;
  • If the annual or interim (semi-annual) report is submitted instead of the second or fourth quarterly report, then the report must be submitted as a PDF file.

Submissions must be made by post. If the interim (semi-annual) or annual report is submitted instead of the second or fourth quarterly report, then the submission must be made via the Connexor Reporting electronic reporting platform or by e-mail: meldepflichten@six-group.com

 

Since quarterly reports must be submitted in paper form, Connexor Reporting cannot, generally, be used (Art. 25 Directive Track Record). Connexor Reporting may be used only in those cases in which annual or interim (semi-annual) reports are submitted instead of quarterly reports.

3

Annual and extraordinary general meetings of shareholders (GMS)

3.01

Date of GMS

As soon as determined.

Date.

Connexor Reporting electronic reporting platform or by e-mail: meldepflichten@six-group.com

   

3.02

Issuers with listed registered shares:
date of closure of share register

As soon as determined.

Date.

Connexor Reporting electronic reporting platform or by e-mail: meldepflichten@six-group.com

   

3.03

Invitation to GMS

No later than 20 calendar days prior to the GMS.

Enclosure(s):
Agenda as PDF.

Connexor Reporting electronic reporting platform or by e-mail: meldepflichten@six-group.com

 

In view of Art. 700 para. 1 of the Swiss Code of Obligations, calendar days are used here instead of the trading days stated in other regular reporting obligations. Issuers whose registered office is located in a country other than Switzerland are, as a rule, subject to the same 20-day period. If applicable law provides for a shorter period for the dispatch of the invitation to the GMS, then it is this shorter period which applies. Any media release in the form of a PDF may be used as the enclosure, providing the release lists the agenda items in full.

3.04

GMS resolutions

At latest one trading day after GMS.

Enclosure(s):
Resolutions adopted as per the agenda, as a PDF.

Connexor Reporting electronic reporting platform or by e-mail: meldepflichten@six-group.com

 

Any media release in the form of a PDF may be used as the enclosure. If the GMS does not adopt or only partly adopts certain proposals by the Board of Directors that were set out in the invitation to the GMS, or if resolutions were passed on agenda items which were not listed in the invitation to the GMS, then the issuer must make explicit reference to the same in the notice.

3.05

For companies which have their registered office in Switzerland:
resolution concerning opting out / opting up (Arts. 22, 32 of Stock Exchange and Security Trading Act)

Within five trading days following the GMS.

Description of the special clause in the articles of association pursuant to Arts. 22 and 32 Stock Exchange and Securities Trading Act.

Enclosure(s):
Articles of association as PDF.

Connexor Reporting electronic reporting platform or by e-mail: meldepflichten@six-group.com

   

3.06

Issuers with listed registered shares and their registered office in Switzerland: resolution on restricted transferability provisions (Art. 685d ff. Code of Obligations)

Within five trading days following entry in the Commercial Register.

Description of the restrictions on transferability.

Enclosure(s):
Articles of association as PDF.

Connexor Reporting electronic reporting platform or online form:
"Registration criteria for registered shares with restricted transferability and voting rights".

   

4

Dividends

4.01

Dividend report

Preliminary (indicative) report:
At latest 20 calendar days prior to GMS.

Final report:

One trading day following the GMS. However, the report must reach SIX Exchange Regulation no later than 10.00 am on the last trading day prior to the date of ex-dividend trading.

  • Date of ex-dividend trading (ex date);
  • Date on which dividends are paid out (payment date);
  • Category of securities;
  • Security no., ISIN;
  • Gross amount payable per equity security;
  • Coupon no.;
  • Any further details.


Additionally in the case of stock dividend:

  • Information on whether the issuer's own shares are to be used or new shares created as part of a capital increase;
  • ISIN of the equity securities that are to be distributed;
  • Subscription ratio between equity securities held and those which are to be distributed.



Additionally in the case of commodity dividend:

  • Object of the commodity dividend.

Connexor Reporting electronic reporting platform or online form:
"Official Notice Divi­dends".

Yes.

Definitions:

  • Date of ex-dividend trading (ex date):
    Trading day on which the price of the equity security is adjusted downward at the start of trading to factor in payment of the dividends;
  • Payment date:
    Calendar day on which the dividends are paid out;
  • Record date:
    For information in this connection, please contact SIX SIS Ltd (Service Desk: tel. +41 (0)58 399 48 48).
  • Preliminary (indicative) report:
    Owing to Art. 700 para. 1 of the Swiss Code of Obligations, calendar days are used here instead of the trading days stated in other regular reporting obligations. Issuers whose registered office is located in a country other than Switzerland are, as a rule, subject to the same 20 calendar-day period. If applicable law provides for a shorter period for the dispatch of the invitation to the GMS, then it is this shorter period which applies;
  • Final report:
    Since technical reasons dictate that the report must be submitted no later than 10.00 am on the last trading day prior to the ex date, the ex date cannot be set as the first trading day following the GMS.
  • Payments from statutory reserves:
    The "Dividend Report" entry screen on the Connexor Reporting platform should be used to report payments to shareholders from the statutory reserves (e.g. from trading profits). Alternatively, the "Official Notice Dividends" online form may also be used.
  • Stock dividends:
    If a stock dividend is issued, the facts that the issuer must report include how many securities a shareholder / participant receives for every share / participation certificate held. If the company would like voluntarily to provide additional information (e.g. concerning odd lots) as part of the official notice, it can make the corresponding entry in the "Remarks" field.

5

Capital structure

5.01

Creation / cancellation of conditional or authorised capital

Five trading days after entry / cancellation in the Commercial Register.

Enclosure(s):
Articles of association as PDF.

Connexor Reporting electronic reporting platform or by e-mail: meldepflichten@six-group.com

 

For companies whose registered office is located in a country other than Switzerland: if applicable law does not provide for an entry in the Commercial Register, minutes of the resolution by the body responsible for creating or cancelling the capital, officially certified by a notary, must be submitted as soon as this certification has taken place.

5.02

Reporting of conditional capital (from the time of formal listing of conditional capital)

Monthly, on the first trading day of the following month in each case (the report must be submitted even if the amount has not changed since the last report).

  • Category of securities;
  • Security no., ISIN;
  • Purpose (pursuant to articles of association);
  • Term to duration of warrant or convertible bonds;
  • Number of outstanding securities;
  • Number of exercised securities;
  • Remaining conditional capital.

Connexor Reporting electronic reporting platform or online form: "Conditional Capital".

 

If the issuer knows that no options or conversion rights will be exercised for a longer period, it may submit a written application to SIX Exchange Regulation to be exempted from the monthly reporting of conditional capital (by post or e-mail: meldepflichten@six-group.com. The exemption lasts for a maximum of 1 year).

The report relates only to formally listed capital. If not all of the conditional capital is formally listed, that part of the capital which is not listed may not be included in the report.

5.03

Commercial Register entry of newly created securities from conditional capital

Five trading days following entry in the Commercial Register.

Enclosure(s):
Extract from the commercial register as PDF.

Connexor Reporting electronic reporting platform or by e-mail: meldepflichten@six-group.com

 

Pursuant to Art. 653h of the Swiss Code of Obligations, issuers which have conditional capital must report the level of outstanding share capital to the Commercial Register no later than three months after the end of the financial year. In line with this provision of company law, the report must essentially be made on an annual basis no later than three months and five trading days following the end of the financial year. Companies whose registered office is located in a country other than Switzerland must submit the report five trading days following the entry in the Commercial Register. If applicable law does not provide for an entry in the Commercial Register, the report must be submitted no later than three months and five trading days after the end of the financial year.

5.04

Capital decrease (ordinary capital decrease; capital decrease with simultaneous capital increase, or declarative capital decrease)

Within five trading days following the entry of the capital decrease in the Commercial Register. However, the report must in all cases reach SIX Exchange Regulation no later than 10.00 am on the last trading day prior to the date of exchange modification. No more than ten trading days may elapse between the entry of the capital decrease in the Commercial Register and the date of exchange modification.

By destruction of shares:

  • Date of exchange modification;
  • New number of outstanding shares.



By repayment:

  • Payment date; ex date;
  • Category of securities;
  • Security no., ISIN;
  • Gross amount payable per equity security;
  • Coupon no.;
  • New number of outstanding shares;
  • Old / new nominal value.



Capital decrease with simultaneous capital increase, and declarative capital decrease:
The content of the report varies depending on the structure of the transaction in each specific case.

Enclosure(s):

  • Extract from the commercial register as PDF;
  • Articles of association as PDF.

Connexor Reporting electronic reporting platform or online form:
"Official Notice Capital Decrease".

Yes.

Definitions:

  • Capital decrease with simultaneous capital increase:
    A capital reduction by means of a decrease in capital, where the same amount of capital is paid back in at the same time (Art. 732 para. 1 Code of Obligations);
  • Declarative capital decrease:
    This is used eliminate a capital deficiency (Art. 735 Code of Obligations).



If shares are destroyed in the course of a capital decrease with simultaneous capital increase, or of a declarative capital decrease, the issuer should use the "Capital decrease by destruction of shares" input screen in Connexor Reporting. Alternatively, the "Official Notice Capital Decrease" online form can be used.
If applicable law does not provide for an entry in the Commercial Register, the report must be submitted no later than five trading days after the capital decrease has taken effect. If applicable law does not provide for an entry in the Commercial Register, the report must be submitted no later than five trading days after the capital decrease has taken effect.

6

Free float

6.01

For primary-listed companies whose registered office is located in a country other than Switzerland: if possible, the number of shares in fixed ownership, as described in Point 2.4.1 of the SPI® Family Index Rules, should be reported. In addition – if known – information must be given on the shareholder structure and information regarding the manner in which the company determines the number of shares in fixed ownership. Information must also be given on how the issuer determines the shareholder structure.

On the last trading day of the calendar months February, May, August and November, as well as within five days of an absolute change of more than 10% compared to the last reported value.

 

Online form:
"Free float".

 

This report is sent not to SIX Exchange Regulation, but to Stoxx Ltd. Should you have any questions, please send an e-mail to indices@six-group.com.

Connexor Reporting is currently not available for this report.




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Circular No. 1 [PDF]

 
 
 
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