6. Shareholders' participation
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 an absolute majority of the votes cast at the meeting, excluding any blank 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.
A winding-up of the company without liquidation requires at least two thirds of the votes represented and an absolute majority of the nominal value of the shares represented. Moreover the quorums stipulated in the Articles of Association apply in accordance with Art.704 of the Swiss Code of Obligations (OR).
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 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 shares with a nominal value of at least CHF 1.0 million can ask for an item to be included on the agenda for discussion, but no later than 60 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.