5.2 Shareholders‘ Participation Rights
Limitation of Voting Rights and Proxies
Each share entered into the share register with voting rights entitles the voter to one vote at the General Meeting.
The shareholders may have themselves represented at the General Meeting, by means of a written power of attorney, by a proxy, who need not be a shareholder. The Board of Directors may issue procedural rules for participation, representation and issuing of instructions.
The independent voting right representative is elected for a term of office of one year including the subsequent Annual General Meeting. Re-election is possible. Shareholders can appoint their proxy and issue instructions to the independent voter representative electronically or by post.
The independent voting rights representative must exercise the voting rights based on the instructions received. If she/he has not received any instructions, she/he must abstain from voting. A general instruction to vote according to the Board of Directors' recommendations, for both announced and unannounced motions, is considered a valid instruction to exercise the voting rights, according the Articles of Incorporation.
Quorum as per Articles of Incorporation
The General Meeting resolves and elects with the majority of votes cast, insofar as the law does not compulsorily specify otherwise. In case of a tie, the Chairman of the Meeting has the casting vote.
In the case of an election, if the absolute majority is not reached in the first ballot, the relative majority shall be decisive in the second round.
A resolution of the General Meeting with at least two-thirds of votes represented and an absolute majority of the par value of the shares represented is requested for the:
- Modification of the purpose of the Company
- Consolidation of shares
- Capital increases from equity, against contributions in kind, or by offsetting against a claim, and the granting of special privileges
- Restriction or revocation of subscription rights
- Introduction of contingent capital, the introduction of a capital band or the creation of reserve capital
- Conversion of participation certificates into shares
- Restrictions on the transferability of registered shares
- Creation or revocation of voting shares
- Any change in the currency of the share capital
- Introduction of the casting vote for the Chairman of the General Meeting
- A provision of the articles of incorporation on holding the General Meeting abroad
- Delisting of the equity securities of the Company
- Relocation of the registered head office
- Introduction of an arbitration clause in the Articles of Incorporation
- Dissolution of the Company
Convening the Annual General Meeting and Including Items on its Agenda
An Annual or an Extraordinary General Meeting is convened in accordance with the Swiss Code of Obligations. Notices are issued at least 20 days prior to the date of a meeting by publication in the Swiss Official Gazette of Commerce, and, for information purposes, by invitation to the registered shareholders. The Board of Directors may summarize the items on the agenda in the invitation, provided that the Board makes further information available to shareholders electronically.
Shareholders who represent at least 0.5 percent of the share capital or voting rights may request that an item be added to the agenda, along with the corresponding motions. These requests must be submitted in writing to the Chairman of the Board no later than 45 days before the meeting.
Entry in the Share Register
The registration of shareholders for voting at the Annual General Meeting does not impact the trading of their shares, whether before, during, or after the meeting. But for administrative reasons, the share register is closed approximately ten days prior to the Annual General Meeting. The Board of Directors will announce the deadline for entry into the share register, required for voting and participation, in the invitation to the Annual General Meeting.