3.4 Authorized share capital
At December 31, 2013, ABB had an authorized share capital
in the amount of up to CHF 206,000,000 through the issuance
of up to 200,000,000 fully paid registered shares with a
par value of CHF 1.03 each, which is valid until April 29, 2015.
The Board is authorized to determine the date of issue of
new shares, the issue price, the type of payment, the conditions
for the exercise of pre-emptive rights and the beginning
date for dividend entitlement. In this regard, the Board may
issue new shares by means of a firm underwriting through a
banking institution, a syndicate or another third party with
a subsequent offer of these shares to the shareholders. The
Board may permit pre-emptive rights that have not been exercised
by shareholders to expire or it may place these rights
and/or shares as to which pre-emptive rights have been
granted but not exercised at market conditions or use them
for other purposes in the interest of the company. Furthermore,
the Board is authorized to restrict or deny the pre-emptive
rights of shareholders and allocate such rights to third
parties if the shares are used (1) for the acquisition of an enterprise,
parts of an enterprise, or participations, or for new investments,
or in case of a share placement, for the financing
or refinancing of such transactions; or (2) for the purpose of
broadening the shareholder constituency in connection with
a listing of shares on domestic or foreign stock exchanges.
The subscription and the acquisition of the new shares, as well
as each subsequent transfer of the shares, will be subject
to the restrictions of ABB’s Articles of Incorporation.