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 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 (see page 26 section 6.2). Each share carries one vote at the General Meeting. Each shareholder can be represented at the General Meeting by the independent voting representative or a third party. The independent voting representative is obliged to exercise the voting rights he represents in accordance with the instructions he has received. If he has not received any instructions, he abstains from voting. The Board of Directors ensures that shareholders can also give powers and instructions to the independent voting representative electronically. It may also lay down the details in this regard.
The independent voting representative is elected by the General Meeting for a one-year term, which runs until the end of the next ordinary General Meeting. Independent voting representative may be re-elected.
In accordance with Art. 703 of the Swiss Code of Obligations (CO), resolutions of the 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 Section (“Abschnitt”) 3 Article 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 par 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 ordinary General Meeting is held annually within six months of the close of the business year. Extraordinary General Meetings are convened as necessary. Extraordinary General Meetings are also convened by decision of the General Meeting or when requested by one or more shareholders with a total shareholding of no less than one tenth of the share capital in a petition signed by the respective shareholder(s) citing the agenda item and proposals. Extraordinary General Meetings must take place within 90 days of receipt of such a request.
The convocation of the General Meeting stating the agenda items and the proposals of the Board of Directors or the shareholders is issued by the Board of Directors, if necessary through the auditor or another body designated by law, no later than 20 days before the General Meeting by means of a one-time announcement in the “Swiss Official Gazette of Commerce” (SOGC).
Shareholders who together represent at least 3 % of the share capital, or shares with a par value of CHF 1 million, may ask for an item to be included on the agenda for discussion. The agenda item must be requested at least 40 days prior to the day of the meeting in a submission signed by the relevant shareholders specifying the agenda item and the motions submitted.
The share capital of the company is exclusively comprised of bearer shares and consequently no share register is kept.