6 Shareholders’ participation rights
Each share entitles the bearer to one vote. Shareholders may only be represented at the Annual General Meeting by their legal representative, another shareholder with voting rights or the independent proxy. Proxy representation requires a written power of attorney that is only valid for the meeting for which it is issued. Article 13 paragraph 2 of the Company’s Articles of Incorporation stipulates the matters for which a majority greater than that prescribed by law is required in order to pass a shareholders’ resolution, namely a qualified majority of at least two-thirds of the votes represented and an absolute majority of the nominal stock value represented.
The types of transaction covered by this provision are as follows:
- The conversion of registered shares into bearer shares;
- The cancelation or modification of transferability restrictions (Article 5 of the Articles of Incorporation);
- The dissolution and liquidation of the Company and the removal of Article 13 paragraph 2 itself from the Articles of Incorporation, and the elimination or modification of the quorum specified in this provision.
Shareholders who together hold shares of at least 1 % of the share capital may request in writing no later than 56 days prior to a General Meeting that a specific item be included on the agenda. Shareholders who together represent at least 10 % of the share capital may request that a General Meeting be convened. Shareholders registered as having voting rights are informed by mail of the convening of a General Meeting at least 20 days prior to the meeting. The notice is also published in the Swiss Official Gazette of Commerce. As a rule, the share register is closed for new entries from around ten days before the day of the Annual General Meeting until the day of the Annual General Meeting. In connection with the implementation of the requirements of the Ordinance Against Excessive Compensation in Listed Companies, the responsibilities of the General Meeting were expanded in the Articles of Incorporation to include the responsibilities relating to the compensation of the Board of Directors and the Management Board.
Shareholders may provide the independent voting representative with proxies and instructions electronically on how to exercise their voting rights for each motion concerning an item on the agenda made in the invitation. The general instruction concerning motions that are set forth on the invitation or that are not yet made in the invitation to vote in favour of the proposal made by the Board of Directors shall be deemed to be a valid instruction to exercise voting rights. Should the independent voting representative be prevented from acting for any reason, should the Board of Directors terminate the independent proxy in his function according to the law, or should the Company for any other reason not have a voting representative capable of acting, the Board of Directors shall appoint such a representative for the next General Meeting of Shareholders. Proxies and voting instructions that were given by that time, shall remain valid for the new independent voting representative, unless a shareholder has specifically instructed otherwise. The Board of Directors may set rules on the participation and representation, it being understood that the use of electronic proxies without qualified electronic signature may also be considered.