5.2 Shareholders‘ Participation Rights
Limitation of Voting Rights and Proxies
Each share entered in the share register on the date determined in advance by the Board of Directors entitles the holder to one vote at the Annual General Meeting.
Every shareholder may have his/her shares represented at the Annual General Meeting by a proxy appointed in writing or by the independent voter representative provided for by law. The proxy does not need to be a shareholder. The independent voter representative is elected by the Annual General Meeting for the term of office of one year, including the subsequent Annual General Meeting. The Board of Directors may issue procedural rules for participation, representation, and issuing instructions. Shareholders can appoint their proxy and issue instructions to the independent voter representative electronically. The independent voter representative is obliged to exercise the voting rights that he/she represents as per these instructions. The general instruction to vote in accordance with the Board of Directors is deemed to be a valid instruction for exercising the right to vote.
Quorum as per Articles of Incorporation
The Annual General Meeting resolves and elects with the absolute majority of votes cast, insofar as the law does not stipulate otherwise. In the event of a tie, the Chairman of the meeting shall cast the deciding vote. If an absolute majority is not reached in a first election round, a relative majority shall be decisive in the second round. Resolutions based on article 704 of the Swiss Code of Obligations require at least two thirds of the votes represented and the absolute majority of the nominal values of the shares represented.
Convening the Annual General Meeting and Including Items on its Agenda
The Annual General Meeting is convened in accordance with the Swiss Code of Obligations by being announced once in the Swiss Official Gazette of Commerce, and, for information purposes, by written invitation to the registered shareholders. The requirements do not contain any rules that are in violation of statute. Voting shareholders representing shares with a nominal value exceeding CHF 10‘000 may request the inclusion of an additional item in the agenda. Such requests shall be submitted in writing to the Chairman of the Board of Directors no later than 45 days prior to the Annual General Meeting.
Entry in the Share Register
For administrative reasons, the share register is closed for approximately ten days before the Annual General Meeting. In its invitation to the Annual General Meeting, the Board of Directors will announce the deadline for entry into the share register that is required for the right to vote and participate.