2 Information on Balance Sheet and Income Statement
2.1 Investments
Holding in %¹ | ||||||
|---|---|---|---|---|---|---|
Registered name and domicile | at 31 December | 2025 | Currency | Share capital in thousand | |||
Directly held investments | ||||||
SMG Swiss Marketplace Group AG, Zurich, Switzerland | 100 | CHF | 2,454 | |||
Material indirectly held investments | ||||||
Ricardo AG, Zug, Switzerland | 100 | CHF | 200 |
1Represents capital as well as voting rights.
For information on the Company’s other indirectly held investments, refer to the Group’s Consolidated Financial Statements.
2.2 Share Capital
As of 31 December 2025, the share capital of the Company amounted to CHF 294,435.60 and consisted of 98,145,200 fully paid shares with a nominal value of CHF 0.003 per share. Since the incorporation, there have been no changes to the share capital.
Capital Band and Conditional Capital
The Company has a capital band ranging from CHF 279,713.82 (lower limit) to CHF 309,157.38 (upper limit). Within this range, the Board of Directors is authorised to increase or reduce the share capital one or more times by 2 September 2030 at the latest, either by issuing or cancelling up to 4,907,260 shares with a nominal value of CHF 0.003 each, or by adjusting the nominal value of existing shares. The additional terms and conditions of the capital band are set out in Article 3 of the Articles of Association.
The Company’s share capital may be increased by way of conditional capital up to CHF 14,721.78 through the issuance of up to 4,907,260 shares with a nominal value of CHF 0.003 each. The additional terms and conditions of the conditional capital (including the purpose and the group of beneficiaries with subscription rights) are set out in Article 3b and 3c of the Articles of Association.
Under Article 3d of the Articles of Association, the number of new shares that may be issued from the capital band and the conditional capital is limited to a cumulative maximum of 4,907,260 shares.
As of 31 December 2025, there had been no capital increases or reductions within the capital band, nor shares issued out of conditional capital since its introduction in September 2025.
2.3 Legal Capital Reserves
The contribution in kind relating to the pre-IPO restructuring was recognised net of directly attributable issuance stamp tax of CHF 261 thousand, resulting in a closing balance of CHF 901,398 thousand. Of this amount, CHF 461,965 thousand has been confirmed by Switzerland’s Federal Tax Administration as reserves from capital contributions, which may be repaid without deduction of Swiss withholding tax in accordance with Article 5 para. 1bis of the Withholding Tax Act.
2.4 Treasury Shares
Treasury shares are held in connection with the Group’s equity-settled share-based compensation plan. They represent the net difference between shares purchased on the market or repurchased from departing plan participants, and shares allocated to plan participants.
Movements in Treasury Shares
Number of registered shares | Number of transactions | Lowest rate in CHF | Highest rate in CHF | Average rate in CHF | Number of shares | |||||
|---|---|---|---|---|---|---|---|---|---|---|
Balance at 4 September | - | |||||||||
Contribution in kind | 1 | 21.5 | 21.5 | 21.5 | 16,840 | |||||
Purchase of treasury shares | 6 | 26.9 | 47.3 | 43.9 | 45,020 | |||||
Shares allocated to member of the Board of Directors | 1 | 21.5 | 21.5 | 21.5 | (1,848) | |||||
Balance at 31 December 2025 | 60,012 |
Under the pre-IPO restructuring, SMG Swiss Marketplace Group AG contributed its 16,840 treasury shares, with a nominal value of CHF 0.003 per share, to the Company without consideration. The reserve for treasury shares was established at the Company in the amount previously recognised at SMG Swiss Marketplace Group AG, with a corresponding offset to legal capital reserves.
2.5 Dividend Income
The dividend income was offset against an existing intercompany loan granted shortly after the Company’s establishment to finance its initial set-up and ongoing operations.