Annual report 2023

Shareholder participation rights

Voting rights restrictions and representation

Only nominees are subject to restrictions (see section capital structure of this corporate governance report). No exceptions were granted during the reporting year, and no measures to remove these restrictions are planned. According to Art. 7 of the Articles of Association (on; under Downloads), a shareholder may be represented at a Shareholders’ Meeting by the shareholder`s legal representative, by means of a written power of attorney to any other person who does not need to be a shareholder, or the independent proxy. Shares held by a shareholder may be represented by only one person. The Board of Directors determines the venue of the Shareholders’ Meeting. In case the Board of Directors determines to hold a virtual or hybrid Shareholders’ Meeting, shareholders who are not present in person may exercise their rights by electronic means (see Art. 12 of the Articles of Association; on; under Downloads).

Quorums required by the Articles of Association

Subject to art. 704 CO, the Shareholders’ Meeting passes its resolutions and carries out its elections upon a majority of the votes represented (see Art. 15 of the Articles of Association; on; under Downloads). However, changes to the Articles of Association may only be approved by a majority of at least two thirds of the voting rights represented at the Shareholders’ Meeting, other than ordinary share capital increases against payment in cash and without exclusion of shareholders’ pre-emptive rights, which are decided by a majority of the votes represented. The dissolution or a merger of the company can only be decided upon if at least half the shares issued are represented at the Shareholders’ Meeting and two thirds thereof vote in favor of the corresponding proposal (see Art. 16 of the Articles of Association, under Downloads).

Convocation of the Shareholders’ Meeting

The applicable regulations regarding requesting the convocation of an extraordinary Shareholders’ Meeting are in line with the applicable law regarding the convocation of a Shareholders’ Meeting.

Inclusion of items on the agenda

Shareholders who, alone or together, represent an aggregate par value of at least 0.5% of the share capital or the votes may request that an item be included on the agenda of a Shareholders’ Meeting or that a proposal relating to an agenda item be included in the invitation. Such inclusion must be requested in writing at least two months prior to the meeting and must specify the agenda items and proposals of the shareholder concerned (see Art. 12 of the Articles of Association; on; under Downloads).

Entries in the share register

Voting rights may only be exercised by shareholders who are registered in the share register on the record date stated in the invitation to the respective Shareholders’ Meeting. The record date is determined by the Board of Directors.