In legal terms, Kuoni shareholders are shareholders of Kuoni Travel Holding Ltd., Zurich, which controls the subsidiaries listed at the end of the consolidated accounts. From an economic standpoint, the shareholders of Kuoni Travel Holding Ltd. are invested in the entire Group, so the consolidated accounts are of primary importance. The accounts of Kuoni Travel Holding Ltd. are conform with Swiss company law.
Contingent liabilities consist of sureties and guarantees for consolidated subsidiaries.
3. Financial Income
The financial income derives largely from interest on investments.
4. Income from Investment in Subsidiaries
The income from investment in subsidiaries consists of dividends received as well as income from the sale of subsidiaries. As in the prior year, all wholly owned subsidiaries were charged management fees to cover Group overheads.
5. Expenses Related to Investment in Subsidiaries
This item relates to support given to subsidiaries as well as to currencyrelated value adjustments and provisions. Where necessary, losses incurred by subsidiaries were offset by direct subsidies or appropriate allocations were made to provisions earmarked for that purpose.
6. Investment in Subsidiaries
We refer to the information on principal subsidiaries and associates on pages 230 to 233 of the Financial Report.
The share capital is composed as follows:
Conditional capital issuable via the exercise of conversion rights and / or warrants linked to bonds or similar debt issued by Kuoni Travel Holding Ltd. or any of its subsidiaries in the domestic or international capital markets and / or via the exercise of options granted to shareholders amounts to a maximum of CHF 384 000, with a further maximum of CHF 96 000 reserved for employee stock option plans.
The authorised capital of Kuoni Travel Holding Ltd. amounts to CHF 571 200 and is valid until 20 April 2013. The use of the authorised capital is limited to the financing or refinancing of GTA Holdco Limited, GTA Americas LLC, Octopus Travel.com (USA) Limited and Columbus Technology Developments Limited which was effected in 2011. The Board of Directors may not issue any new shares for any other purpose on the basis of the authorised capital. The Board of Directors will delete Article 3ter of the Articles of Incorporation of Kuoni Travel Holding Ltd. relating to authorised capital upon the expiration of its validity on 20 April 2013.
Although the authorised capital of Kuoni Travel Holding Ltd. can virtually no longer be used as a result of the above restriction, the following information is still provided because it is required to be included:
In accordance with Article 3ter of the Articles of Incorporation of Kuoni Travel Holding Ltd., the Board of Directors is authorised to increase share capital by up to CHF 571 200 through the issue of a maximum of 178 500 fully-paid-up registered shares A with a nominal value of CHF 0.20 per share and a maximum of 535 500 fully-paid-up registered shares B with a nominal value of CHF 1.00 per share at any time until 20 April 2013. Should it do so, the Board of Directors shall specify the issue amount, the type of contribution, the date of such issue and the commencement of dividend entitlement. In the issue of any such shares, the subscription rights of existing shareholders shall be granted in full. The Board of Directors may also issue such new registered shares through their firm acquisition by a bank or a third party and subsequent offering to existing shareholders. The Board of Directors is empowered to determine the subscription price and the further subscription-right provisions. Should subscription rights not be exercised, the Board of Directors may permit these to lapse, place them (and the corresponding shares) on the market at market rates or use them in any other way in the interests of the company. The exercising of contractually acquired subscription rights and the subscription to and acquisition of the new registered shares, and any subsequent trannsfer thereof, are subject to Article 5 of the Articles of Incorporation of Kuoni Travel Holding Ltd. Every new share entitles its holder to one vote.
Restricted Transferability Provisions
The Articles of Incorporation stipulate that no more than 3% of total voting rights may be entered in the share register in the name of any one shareholder.
Opting out / Opting up
There is no opting-out or opting-up clause in the Articles of Incorporation.