6Shareholders’ participation rights

6.1Voting rights restrictions and representation

One share represents one vote. Each shareholder may be represented either by the independent proxy, a representative authorised by written or electronic power of attorney, or by another individual or legal entity by a power of attorney in writing. Proxy holders do not need to be shareholders.
When exercising voting rights, no shareholder representing another shareholder may, with his own shares and the shares he represents, together account for more than 10 % of the entire share capital. Proxy holders who are not shareholders may not control more than 10 % of the entire share capital. Individuals, legal entities and groups with joint legal status which are bound by capital or voting rights, by consolidated management or in another manner, or individuals, legal entities and legal communities which coordinate their action to circumvent the above restrictions are to be considered as one single shareholder. The limitation does not apply to the independent proxy. The Board of Directors may decide on exceptions to restrictions on voting rights and representation. In the year under review, the Board of Directors did not grant any exceptions.
According to Article 13 of the Article of Association, a resolution for abolishing voting rights restrictions requires the relative majority of the casted votes.
Powers of representation and voting instructions are granted to the independent proxy representative in accordance with legal provisions. The Annual General Meeting appoints the independent proxy representative each year. The term runs until the end of the next Annual General Meeting. Re-election is possible. As per Art. 9 para 7 of the Articles of Association the Board of Directors may make a provision for the Annual General Meeting to be held by electronic means without a venue.

6.2Quorums required by the Articles of Association

The Annual General Meeting makes its decisions and carries out its elections with the majority of casted votes unless the law determines otherwise. In line with the legal provisions a decision by the Annual General Meeting passed by at least 2/3 of the represented votes and the majority of the represented shares par value is in particular required for:

  1. an amendment in the purpose of the company
  2. the consolidation of shares, unless this does not require the approval of the shareholders concerned
  3. a capital increase from equity, against contributions in kind or by offsetting against a claim and the granting of special advantages
  4. the restriction or cancellation of subscription rights
  5. the adoption of a conditional capital or the adoption of a capital band
  6. the conversion of participation certificates into shares
  7. the restriction of transferability of registered shares
  8. the adoption of voting shares
  9. a change to the currency of the share capital
  10. the introduction of a casting vote by the chairperson at the Shareholders Meeting
  11. the inclusion of a provision in the Articles of Association on holding the Shareholders Meeting abroad
  12. the delisting of the company’s equity securities
  13. the relocation of the company’s registered office
  14. the introduction of an arbitration clause in the Articles of Association
  15. the conversion of registered shares into bearer shares
  16. the dissolution of the company, followed by liquidation.

6.3/6.4 Convocation of the Annual General Meeting/Inclusion of items on the agenda

Convening the Annual General Meeting and setting the agenda are governed by Articles 699 and 700 of the Swiss Code of Obligations. In line with the legal provisions, Article 9 para 3 of the Articles of Association stipulates that shareholders entitled to vote may place an item of the agenda or request proposals relating to agenda items included in the announcement of the convening of the Annual General Meeting if together they represent at least 0.5 % of the share capital or votes. The Board must be notified of a request to place an item on the agenda and be given the proposals in writing no later than 60 days prior to the Annual General Meeting.

6.5Entries in the share register

As a general rule, no entries of registered shareholders are made in the share register in the five working days before the Annual General Meeting. The Board of Directors announces the deadline for making entries in the share register in the invitations to the Annual General Meeting. In the year under review the Board of Directors did not grant any exceptions to this rule.

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