Shareholders’ participation rights
The Annual General Meeting elects the Independent Proxy for a one-year term of office.
Voting right restrictions, statutory group clauses and exception rules
SRL does not have any voting right restrictions or statutory group clauses (other than the limitations on nominee registrations) in place. Therefore, there are no procedures or conditions for cancelling restrictions and no rules on making exceptions to them. Accordingly, no such exceptions were granted in 2019.
Statutory rules on participating in the General Meeting of shareholders
Owners, usufructuaries or nominees entered in the share register as having voting rights on a specific qualifying day determined by the Board of Directors are entitled to one vote per share held at the General Meeting of shareholders.
SRL’s Articles of Association allow any shareholder with voting rights to have his or her shares represented at any General Meeting of shareholders by another person authorised in writing or by the Independent Proxy. Such representatives need not be shareholders. Business firms, partnerships and corporate bodies may be represented by legal or authorised representatives or other proxies, married persons by their spouses, and minors and wards by their guardians, even though such representatives are not shareholders.
The Independent Proxy is elected by the Annual General Meeting for a term of office until completion of the next ordinary General Meeting of shareholders. The Independent Proxy whose term of office has expired is immediately eligible for re-election. The duties of the Independent Proxy are determined by applicable laws, rules and regulations. Any General Meeting of shareholders may remove the Independent Proxy with effect as per the end of the General Meeting of shareholders.
If the company does not have an Independent Proxy, the Board of Directors shall appoint one for the next General Meeting of shareholders.
The General Meeting of shareholders may pass resolutions without regard to the number of shareholders present at the meeting or shares represented by proxy.
Resolutions are passed by an absolute majority of votes validly cast (excluding blank and invalid ballots), except where the law requires otherwise.
The Chairman of the General Meeting of shareholders determines the voting procedure. Provided that the voting is not done electronically, voting shall take place openly based on a show of hands or by written ballot.
Convocation of the General Meeting of shareholders
In accordance with SRL’s Articles of Association, the Board of Directors convenes the General Meeting of shareholders through a notice published in the Swiss Official Gazette of Commerce at least 20 days before the date of the meeting. The notice must state the day, time and place of the General Meeting of shareholders, along with the agenda and proposals, which will be submitted by the Board of Directors.
Extraordinary General Meetings of shareholders may be called by a resolution of the General Meeting of shareholders or the Board of Directors, or by one or more shareholders with voting rights whose combined holdings represent at least 10% of the share capital.
The Board of Directors announces the agenda items and the proposals for the General Meeting of shareholders. Shareholders with voting rights whose combined holdings represent shares with a nominal value of at least CHF 100 000 may, no later than 45 days before the date of the meeting, request in writing that a particular item, together with the relevant proposals, be included on the agenda.
Registrations in the share register
Any share whose owner, usufructuary or nominee is entered in the share register as having voting rights through said share on a specific qualifying day (record date) designated by the Board of Directors entitles its holder to one vote at the General Meeting of shareholders. In 2019, SRL recognised the voting rights of shares registered no later than four working days before the Annual General Meeting of shareholders.