3.3 Limitations on transferability and nominee registrations
Swisscom shares are freely transferable and, the voting rights of shares that are duly entered in the share register in accordance with the Articles of Association are subject to no restrictions. Article 4.5.1 of the Articles of Incorporation states that the Board of Directors may refuse to recognise a purchaser of shares as a shareholder if their total holding (including any previously registered voting shares) exceeds 5% of all shares. For shares in excess of the limit, the purchaser is entered in the share register as a shareholder or beneficial holder without voting rights. The other statutory provisions on transfer restrictions are described in Section 7.1 of this Corporate Governance Report, Voting right restrictions and proxies.
To facilitate trading of shares on the stock exchange, Article 4.6 of the Articles of Incorporation states that the Board of Directors may permit fiduciary registration of registered shares with voting rights in excess of the 5% threshold for trustees and nominees who disclose their fiduciary status. These fiduciaries must provide evidence of proper business conduct (such as supervision by a market supervisory authority) and act on behalf of one or more mutually unrelated parties, and be able to provide names, addresses and holdings of the beneficial owners of the shares. This provision of the Articles of Incorporation, which may only be changed by a majority of the voting shares represented at the Annual General Meeting.
Trustees and nominees must apply for entry as shareholders with voting rights and acknowledge the entry restrictions and disclosure obligations as binding. Trustees and nominees that are related by capital or voting rights either contractually or through common management or other means are treated as a single shareholder (trustee or nominee).