Capital structure

Capital

As at 31 December 2025, the share capital of Luzerner Kantonalbank AG amounts to 183.5 million Swiss francs, divided into 49,583,333 registered shares with a nominal value of 3.70 Swiss francs each.

In recent years, equity (before the appropriation of profit) developed as follows based on the applicable accounting rules:

Authorised and conditional capital in particular

Luzerner Kantonalbank AG currently has no authorised or conditional capital.

Changes in capital

As at 31 December 2025, the share capital of Luzerner Kantonalbank AG was as at the end of the previous year 183.5 million Swiss francs, divided into 49,583,333 registered shares with a nominal value of 3.70 Swiss francs each. On 31 May 2023, LUKB successfully completed the capital increase approved by the Annual General Meeting on 17 April 2023. Prior to the capital increase, a 1:5 share split was carried out on 25 April 2023, which was also approved by the Annual General Meeting on 17 April 2023. As a result of these two measures, the share denomination increased in 2023 from 8,500,000 registered shares with a nominal value of 18.50 Swiss francs each to 49,583,333 registered shares with a nominal value of 3.70 Swiss francs each. Almost 100 % of the issued subscription rights were exercised as part of the capital increase. The issue of 7,083,333 new registered shares at a subscription price of 69.00 Swiss francs each generated gross proceeds of 488.8 million Swiss francs in total.

Shares and participation certificates

The share capital is divided into 49,583,333 registered shares with a nominal value of 3.70 Swiss francs each. The registered shares are fully paid up and are not subject to any further payment or contribution obligations. There are also no preferential rights. All registered shares issued are entitled to dividends. Each registered share entered in the share register entitles the holder to one vote.

The shares are held only in book-entry form. Shareholders are not entitled to the printing and delivery of share certificates (suspended printing of share certificates). However, they may request Luzerner Kantonalbank AG to issue a certificate of ownership of the shares at any time. According to the Articles of Association, the uncertificated shares and the resulting uncertificated rights may only be transferred by the shareholders by way of assignment, whereby the assignment must be notified to the company in order to be valid.

In addition, uncertificated shares and the resulting rights may only be pledged in favour of the bank at which they are held as book entries by means of a written pledge agreement. The restrictions on voting rights set out in the Articles of Association are explained in more detail in the Section ‘Restrictions on voting rights and proxy representation’. No participation certificates have been issued since the change of legal form in 2001.

Profit-participation certificates

Luzerner Kantonalbank AG has not issued any profit-participation certificates.

Restrictions on transferability

The voting rights associated with shares and other rights associated with the voting rights may only be exercised by persons who have been entered into the share register as ‘shareholders with voting rights’. A shareholder may directly or indirectly together cast votes pertaining to their own shares or to their represented shares in respect of no more than 10 % of all shares. Legal entities and associations of persons that are unified with one another in terms of capital and voting rights by common management or in a similar manner shall be deemed to be one shareholder for the purposes of voting. Pursuant to Article 13 of the Articles of Association¹⁾, the Canton of Lucerne is exempt from this percentage voting limit.

The transfer of the registered shares and the entry of the purchaser in the company's share register require the approval of the Board of Directors. After shares have been purchased, the purchaser shall be deemed to be a ‘shareholder without voting rights’ until the company has recognised the affected persons as a ‘shareholder with voting rights’ on the basis of an application for recognition. The affected persons shall be recognised as ‘shareholders with voting rights’ unless the Board of Directors rejects the application for recognition within 20 days.

The Board of Directors denies applications for recognition as a shareholder with voting rights:

• if an individual shareholder would hold more than 10 % of the share capital, whereby legal entities and partnerships, other associations of persons or joint ownership arrangements linked by way of capital or voting rights through a single management or in any other way, as well as individuals and legal entities acting with a view to circumventing a registration restriction, shall be deemed to be individual shareholders;
• if a shareholder does not expressly declare, upon request, that the shares have been acquired in their own name and for their own account (e.g. if the applicant is a nominee), that no agreement has been concluded concerning the redemption or return of the shares in question and that they bear the economic risk associated with the shares;
• to the extent that and for as long as registration could prevent the company from providing evidence of shareholder composition as required by federal law.

In accordance with the Articles of Association¹⁾, the Board of Directors is also entitled to revoke any approval and entry into the share register that was obtained using false information, after hearing the person concerned, with retroactive effect from the date of the entry.

If natural persons or legal entities breach the reporting obligation pursuant to the Financial Market Infrastructure Act²⁾ with regard to the disclosure of significant shareholdings, FINMA may in particular suspend the voting rights associated with the shares in question. The above provision may only be amended via an amendment of the Articles of Association with a quorum of two-thirds of the votes represented and an absolute majority of the par value of the shares represented.

Convertible bond and options

Luzerner Kantonalbank AG had no convertible bond or options outstanding as at 31 December 2025.