The company’s Articles of Association do not contain any voting right restrictions and do not deviate from Swiss law with regard to the representation of voting rights. The Annual General Meeting adopts resolutions and conducts elections with a simple majority of the votes cast at the meeting, excluding any abstentions or invalid votes. This regulation applies unless stipulated otherwise by mandatory legal provisions or provisions set out in the Articles of Association. Each share carries one vote at the Annual General Meeting.
Each shareholder can be represented at the Annual General Meeting by the independent voting representative or a third party. The independent voting representative is obliged to exercise the voting rights represented by him as instructed. If he has not received any instructions, he abstains from the vote. The Board of Directors ensures that shareholders can also give powers and instructions to the independent voting representative electronically.
The independent voting representative is elected by the Annual General Meeting for a one-year term, which runs until the end of the next Ordinary General Meeting. Voting representatives may be re-elected.
In accordance with Art. 703 of the Swiss Code of Obligations (CO), resolutions of the Annual General Meeting are to be passed with an absolute majority of the votes represented as a basic principle. The resolutions cited in Art. 704 CO and Art. 17 of the Articles of Association are exceptions to this rule as they require at least two thirds of the votes represented and an absolute majority of the nominal value of the shares represented. The Articles of Association can be viewed at www.vonrollgroup.com/en/corporate-governance/corporate-governance1/articles-of-incorporation/.
The Articles of Association do not contain any rules that deviate from Swiss law with regard to the convening of the Annual General Meeting. The Ordinary General Meeting takes place annually, no later than six months after the end of the financial year. The meeting is convened by the Board of Directors. The invitation to the Annual General Meeting is published once in the “Swiss Official Gazette of Commerce” (SOGC). One or more shareholders who together represent at least 10 % of the share capital may call for an Extraordinary General Meeting; Extraordinary General Meetings must take place within 90 days of receipt of such a request.
Shareholders who together represent at least 3 % of the share capital or shares with a nominal value of CHF 1 million can ask for an item to be included on the agenda for discussion, but no later than 40 days before the day of the meeting. Requests must be submitted in writing.
The share capital of the company is exclusively comprised of bearer shares and consequently no share register is kept.