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Participation rights of shareholders

Limitation and representation of voting rights

In accordance with Article 10 of the Articles of Association, there are no voting restrictions, with each share entitling its owner to one vote. Under the Articles of Association, shareholders may only be represented at General Meetings of Shareholders by their legal representative, another shareholder with voting rights or the independent proxy.

Statutory quorum

Apart from the quorums specified in Article 704 CO, Article 11 of the Articles of Association provides for a qualified quorum of at least two-thirds of the votes represented and an absolute majority of the nominal value of the shares represented in the case of a vote on the limitation of the exercise of voting rights or any change or cancellation of such limitation.

  • The modification of the purpose;
  • The introduction of shares with privileged voting rights;
  • The restriction of the transferability of registered shares;
  • The restriction of the exercise of the right to vote and any modification to or waiver of such restriction;
  • The increase in authorized or conditional share capital;
  • The increase of the share capital through equity, against contribution in kind or for acquisition of assets and the granting of special rights;
  • The limitation or waiver of preferential subscrip­tion rights;
  • The transfer of the company’s headquarters;
  • The dissolution of the company.

Convening General Meetings of Shareholders

Convening General Meetings according to Article 8 of the Articles of Association must comply with statutory prescriptions.

Entry of items on the agenda

Shareholders representing a nominal value of CHF 1’000’000 or more may demand that an item for discussion be entered on the agenda. They must submit their request at least 45 days before the General Meeting of Shareholders in writing, quoting the items to be discussed and the motions.

Entries in the share register

Entries in the share register (register closing date) must be made at least 11 days before the General Meeting of Shareholders.