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Shareholder's participation rights

Voting rights restrictions and representation

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.

Quorums required by articles of association

Apart from the quorums specified in Article 704 CO, according with Article 11 of the Articles of Association a decision of the General Meeting of Shareholders adopted by at least two thirds of the votes attributed to the shares represented and an absolute majority of the par value represented is required for:

  • modification of the Company purpose;
  • creation of shares with preffered voting rights;
  • restriction of the transferability of registered shares;
  • restriction of the exercise of the right to vote and any modification or elimination of such restriction;
  • an authorized or contigent increase in the capital stock;
  • increasing the capital stock using own capital, on the basis of a contribution in kind or for the purpose of acquisition of assets and of a granting of special advantages;
  • a limitation or elimination of preemptive subscription rights;
  • moving the main office of the company;
  • dissolution of the company.

Convocation of the General Meetings of Shareholders

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

Inclusion 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.