Participatory rights of shareholders

Voting rights restrictions, shareholder representation and electronic participation

In relation to the Company, a person entered in the share register is considered to be a shareholder. The shareholder may represent his shares at the general meeting of shareholders himself, based on a written or electronic proxy (incl. issuance of instructions), by the independent proxy or electronically (including issuing instructions) by the independent proxy or, based on a written power of attorney, have another representative of his choice to represent them. The Board of Directors may specify or supplement the requirements in the invitation to the General Meeting or in general regulations or guidelines.
The Board of Directors may also provide that shareholders who are not present on site can exercise their rights electronically or waive the requirement to specify a meeting venue and order a purely virtual Annual General Meeting to be held. The provisions pursuant to Art. 5 and 9 f. of the Articles of Association shall apply. 

There are no restrictions on voting rights; each share entitles the holder to one vote (the rules on nominee registrations are governed by Art. 5 of the Articles of Association cf also the above remarks under «Restriction on the Transferability and Nominee registrations»).

Statutory quorums

There are no resolution quorums that are higher than provided for in the law.

Notice convening the general meeting of shareholders

The notice convening the general meeting of shareholders shall be in conformity with Article 9 of the Articles of Association. 

Placing items on the agenda

Shareholders who represent at least 0.5% of the share capital may request an item to be added to the agenda. The agenda must be sent in writing at least fifty days before the meeting, including a list of agenda items to be discussed and the shareholder’s motions to be voted on.

No resolutions may be adopted regarding motions on agenda items which have not been properly announced. This does not include motions for convening an Extraordinary General Meeting, for the performance of a special investigation and for the election of an auditor at the request of a shareholder. Prior notice is not required for the submission of motions in relation to the agenda items or for deliberations not resulting in the adoption of resolutions.

Entry in the share register

In the invitation to the general meeting of shareholders, the Board of Directors announces the cut-off date of the entry in the share register that is decisive for the right to attend and vote. Normally, for administrative reasons, the share register is blocked eight to ten days before the General Meeting.