Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
As of November 9, 2020, TE Connectivity Ltd., a Swiss corporation, had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Common Shares, par value CHF 0.57 per share (the “Common Shares”). The following summary includes a brief description of the Common Shares, as well as certain related additional information. Unless the context requires otherwise, references to “we,” “us,” “our” and the “Company” refer to TE Connectivity Ltd.
Our share capital is CHF 193,203,427.17, which is divided into 338,953,381 registered shares with a par value of CHF 0.57 each.
Authorized Share Capital
Our Articles of Association (the “Articles”) authorize our board of directors to increase share capital at any time until March 11, 2022 by an amount not exceeding CHF 96,601,713.30 through the issuance of up to 169,476,690 fully paid up registered shares with a par value of CHF 0.57 each. In an authorized capital increase, our shareholders would have preemptive rights to obtain newly issued registered shares in an amount proportional to the par value of the registered shares they already hold. Our board of directors, however, may withdraw or limit these preemptive rights in certain circumstances as set forth in our Articles and as described under “–Preemptive Rights and Advance Subscription Rights–Withdrawal or Limitation of Preemptive Rights with Respect to Authorized Share Capital.”
Conditional Share Capital
Our Articles provide that the share capital of the Company shall be increased by an amount not exceeding CHF 96,601,713.30 through the issuance of a maximum of 169,476,690 registered shares, payable in full, with a par value of CHF 0.57 each:
|●||through the exercise of conversion, option, exchange, warrant or similar rights for the subscription of shares granted to third parties or shareholders in connection with bonds (including convertible bonds and bonds with options), options, warrants or other securities issued or to be issued in national or international capital markets or new or already existing contractual obligations by or of the Company, one of its group companies or any of their respective predecessors (hereinafter the “Rights-Bearing Obligations”); and/or|
|●||the exercise of rights attached to Rights-Bearing Obligations granted to members of the board of directors, members of the executive management, employees, contractors, consultants or other persons providing services to the Company, group companies or a person that directly, or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with another person.|
Preemptive Rights and Advance Subscription Rights
Under the Swiss Code of Obligations (the “Swiss Code”), the prior approval of a general meeting of shareholders generally is required to authorize the issuance of registered shares or rights to subscribe for, or convert into, registered shares. In addition, shareholders have preemptive rights or advance subscription rights (which are essentially the same as preemptive rights) in relation to such registered shares or rights in proportion to the respective par values of their holdings. With the affirmative vote of shareholders holding two-thirds of the voting rights and a majority of the par value of the registered shares represented at the general meeting, shareholders may withdraw or limit the preemptive rights or advance subscription rights.