Shareholders' Participation

Shareholders of Swiss corporations have extensive participation and protection rights. The participation rights include, in principal, the right to participate in Shareholders’ Meetings, the right to express opinions and the right to vote. The protection rights include, among others, rights of inspection and information, the right to a special audit, the right to convene a Shareholders’ Meeting, the right to have matters put on the agenda, the right to challenge resolutions and the right to raise claims regarding responsibility.

There are no restrictions regarding voting rights (with respect to nominees please refer to the section Limitations ans transferability and nominee registrations). The Company organizes an independent shareholder representative for its Shareholders’ Meetings. A shareholder may, by written power, be represented at the Shareholders’ Meeting by a person who need not be a shareholder.

The Articles of Incorporation of the Company do not provide for any majority requirements greater than those required by law to pass resolutions and carry out elections.

Notice regarding the Shareholders’ Meeting is given by the Board of Directors, or if necessary by the auditors, at least 20 days before the day of the meeting in the publication vehicles of the Company and by mail to the addresses of the shareholders entered in the share register.

The notice shall contain matters put on the agenda by the Board of Directors as well as the proposals thereto.

The agenda shall also contain such matters and proposals by shareholders holding shares of at least 3% of the registered share capital which were submitted to the Board of Directors before the convocation.

Proposals regarding matters not duly announced may be discussed upon resolution by the Shareholders’ Meeting. A resolution, however, may only be passed at the next Shareholders’ Meeting with the exception of proposals requesting that an extraordinary Shareholders’ Meeting be held or a special audit be made.

Within the scope of the matters on the agenda, proposals can be made without prior notice.

Any entry as a shareholder in the share register requires proof of acquisition of the registered share or the creation of usufruct. The Company certifies the entry in the share register on the share certificate if such certificate has been issued.

From the day the notice of the Shareholders’ Meeting is sent out until the day following the Shareholders’ Meeting, no entry into the share register is made.