All shareholders registered on the relevant cut-off date may participate in and vote at the Annual General Meeting of Shareholders. Apart from transfer restrictions, the Articles of Association contain no restrictions on shareholder voting rights (see section 2.6.1 of this report). Each share has one vote.
As mentioned above, the Board of Directors may also reach agreements with nominees about their disclosure obligations (see 2.6 above and the Registration Regulations).
No exceptions were granted during the year under review.
The restrictions on registration and voting rights prescribed by the Articles of Association, as shown under 2.6.1 above can be removed by changing the Articles of Association. This requires a resolution by the General Meeting of Shareholders adopted by at least two thirds of the votes represented at the meeting and an absolute majority of the nominal value of shares represented at the meeting (Art. 16 para. 1 of the Articles of Association).
The rights of shareholders to participate in the General Meeting are based on the rules set out in the law and the Articles of Association. Each shareholder may attend the General Meeting in person and vote, or be represented by another shareholder with voting rights by means of written power of attorney, or be represented by the independent proxy. Company representation and custodian representation pursuant to Art. 689c and 689d of the Swiss Code of Obligations are not allowed (Art. 11 OaEC). The general instruction to vote with the Board of Directors on proposals announced or not announced in the invitation shall be regarded as a valid instruction for the exercise of voting rights.
Partnerships and legal entities can also be represented by people with signing authority or other power of representation, minors or wards by their legal representatives, and married persons by their spouse, even if the representative is not a shareholder. The chairperson of the General Meeting of Shareholders shall decide on the admissibility of a proxy (Art. 13 para. 5 of the Articles of Association).
Shareholders may also give the independent proxy instructions and powers of attorney electronically, though the Board of Directors defines the requirements for powers of attorney and instructions (Art. 13 para. 1 of the Articles of Association).
The Articles of Association include no further regulations about the issuing of instructions to the independent proxy or electronic participation in the General Meeting of Shareholders. The applicable rules are set out in the invitation to the meeting.
The General Meeting of Shareholders makes its resolutions by the majorities stipulated by law. The Articles of Association do not stipulate any different majorities, except for the one needed for the removal or simplification of the restriction on the transferability of shares, which requires a resolution of the General Meeting approved by at least two thirds of the votes represented and an absolute majority of the nominal value of shares represented (Art. 16 para. 1 of the Articles of Association). Resolutions about mergers, demergers and transformations are governed by the provisions of the Swiss Mergers Act.
The General Meeting of Shareholders is convened by the Board of Directors; the invitation must be published in the Swiss Official Gazette of Commerce at least twenty days before the meeting together with the agenda items and proposals. Holders of registered shares may also be informed in writing (Art. 10 para. 1 and Art 11 para. 1 of the Articles of Association). The Board of Directors decides on the location of the General Meeting of Shareholders.
The minutes of General Meetings are posted on the Implenia website.
The Board of Directors compiles the agenda for the meeting. Shareholders who represent at least 1 percent of issued share capital may request that an item be included in the agenda (Art. 11 para. 2 of the Articles of Association). Such a request must be received in writing by the Board of Directors at least 45 days before the General Meeting.
Shareholders who are entered with voting rights in the Share Register on the relevant cut-off date will be sent an invitation to the General Meeting. The cut-off date for acquiring the right to vote at the General Meeting of Shareholders is set by the Board of Directors, based on Art 13. para 2 of the Articles of Association. The dates concerned are stated in the invitation to the meeting.
The Articles of Association, containing the precise wording of the provision mentioned above, can be found on Implenia’s website.