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Shareholders' Participation Rights
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Representation and Restriction of Voting Rights
Rights governing shareholder participation are in accordance with the requirements specified within the Swiss Code of Obligations. Each share issued has one vote. A
shareholder's voting rights are restricted to a maximum of 5% of the total number of votes. Individual nominees, however, are entitled to exercise more than 5% of the total
votes if they disclose the identity of the beneficiaries they represent and if the respective beneficiaries as a whole do not exercise more than 5% of the voting rights (Art.
13bis of the Articles of Association).
This restriction of voting rights does not apply to the founding family, insofar as the individual families hold at least 10% of the share capital.
Registered shares of nominees that exceed 2% of the shares outstanding are only listed in the Register as shares furnished with voting rights if the nominee has provided written
consent to the possible disclosure of names, addresses and shareholdings of those persons for whom the said nominee holds 0.5% or more of the shares outstanding (in accordance
with Art. 6 of the Articles of Association). There is a statutory group clause.
Statutory Quorum
Subject to contrary statutory or legal provisions, the General Meeting of Shareholders is deemed to be quorate irrespective of the number of shareholders present and the shares
represented by proxy.
Convocation of General Meeting of Shareholders
The invitation to the General Meeting of Shareholders is issued at least twenty days prior to the Meeting and is legally effective upon inclusion in the Company's chosen
vehicle of communication ("Schweizerisches Handelsamtsblatt"). In addition, the Board of Directors sends a written invitation to those registered shareholders listed in
the Share Register.
Agenda
The invitation to the General Meeting of Shareholders shall include all items on the agenda as well as all motions put forward by the Board of Directors and, if applicable, by the
shareholders who have called for a General Meeting or the inclusion of an item on the agenda. No resolutions shall be passed on motions relating to items which have not been
announced in the requisite manner, with the exception of those motions relating to the convocation of an Extraordinary Meeting of Shareholders or the execution of a special
audit.
Inscriptions into the Share Register
No entries are made in the Share Register ten days prior to a General Meeting of Shareholders up to the day subsequent to the General Meeting of Shareholders.
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