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7 Shareholders’ participation rights
7.1 Voting restrictions and proxies
- Where shares are acquired as a result of a merger or business combination
- Where shares are acquired as a result of a non-cash contribution or an exchange of shares
- Where shares are acquired with a view to establishing a long-term partnership or strategic alliance
During the year under review, the Board of Directors did not recognise any acquirers of shares with more than 5% of all registered shares as a shareholder or beneficial holder with voting rights, did not reject any requests for recognition or registration and did not remove any shareholders with voting rights from the share register due to the provision of false data.
7.2 Statutory quorum requirements
- Introduction of restrictions on voting rights
- Conversion of registered shares to bearer shares and vice versa
- Change in the Articles of Incorporation concerning special quorums for resolutions
7.3 Convocation of the Annual General Meeting
One or more shareholders who together represent at least 10% of the share capital can demand in writing that an extraordinary general meeting be convened, stating the agenda item and the proposal and, in the case of elections, the names of the proposed candidates.
7.4 Agenda items
The Board of Directors is responsible for defining the agenda. Shareholders representing shares with a par value of at least CHF 40,000 may request that an item be placed on the agenda. This request must be submitted in writing to the Board of Directors at least 45 days prior to the Annual General Meeting, stating the agenda item and the proposal.
7.5 Representation at the Annual General Meeting
The Articles of Incorporation do not include any regulations which differ from the Ordinance against Excessive compensation in Stock Exchange Listed Companies (OaEC) as regards the appointment of the independent proxy, any statutory regulations on the issuing of instructions to the independent proxy or any statutory regulations with regard to electronic participation in the Annual General Meeting.
7.6 Registrations in the share register
Shareholders entered in the share register with voting rights are entitled to vote at the Annual General Meeting. To ensure due procedure, the Board of Directors defines a cut-off date for voting entitlements, which lies a few days before the respective Annual General Meeting. The cut-off date is published with the invitation to the Annual General Meeting in the Swiss Commercial Gazette and on the Swisscom website. The share register is not closed prior to the Annual General Meeting. Entries can still be made. Shareholders entered in the share register with voting rights on 2 April 2015 at 4 p.m. were entitled to vote at the Annual General Meeting of 8 April 2015.