Shareholders' Participation Rights
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Representation and restriction of voting rightsRights governing shareholder participation are in accordance with the requirements specified within the Swiss Code of Obligations. Each share issued has one vote. A shareholder's voting rights are restricted to a maximum of 5 % of the total number of votes. Individual nominees, however, are entitled to exercise more than 5 % of the total votes if they disclose the identity of the beneficiaries they represent and if the respective beneficiaries as a whole do not exercise more than 5 % of the voting rights. This restriction of voting rights does not apply to the founding families, insofar as the individual families hold at least 10 % of the share capital.Registered shares of nominees that exceed 2 % of the shares outstanding are only listed in the Register as shares furnished with voting rights if the nominee has provided written consent to the possible disclosure of names, addresses and shareholdings of those persons for whom the said nominee holds 0.5 % or more of the shares outstanding. There is a statutory group clause. Statutory quorumSubject to contrary statutory or legal provisions, the General Meeting of shareholders is quorate irrespective of the number of shareholders present and the shares represented by proxy.Convocation of General Meeting of ShareholdersThe invitation to the General Meeting of Shareholders is issued at least twenty days prior to the Meeting and is legally effective upon inclusion in the Company's chosen vehicle of communication ("Schweizerisches Handelsamtsblatt"). In addition, the Board of Directors sends a written invitation to those registered shareholders listed in the share register.Agenda and inscriptions in to the share registerThe invitation to the General Meeting of Shareholders shall include all items on the agenda as well as all motions put forward by the Board of Directors and, if applicable, by the shareholders who have called for a General Meeting or the inclusion of an item on the agenda. No resolutions shall be passed on motions relating to items which have not been announced in the requisite manner, with the exception of those motions relating to the convocation of an Extraordinary Meeting of Shareholders or the execution of a special audit. No entries are made into the share register less than ten days prior to a General Meeting of Shareholders up to the day subsequent to the General Meeting of Shareholders. |
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