Shareholders’ participation

Voting rights and representation restrictions

Shareholders’ participation rights are detailed in Art. 11 of the Articles of Association.

Each share represents one voting right, subject to the provisions above on capital structure, limitations on transferability and nominee listings. In the reporting year, no exceptions were granted (PY none).

The Board of Directors determines the requirements related to proxies and voting instructions.

An easement or abolition of the restriction of the transferability of the registered shares can be resolved by the General Meeting. A resolution passed by at least two thirds of the represented share votes and an absolute majority of the represented shares par value is required.

The Articles of Association do not contain any regulations concerning the issuance of instructions to the Independent Proxy or electronic participation at the Annual General Meeting.

Each shareholder may be represented by the Independent Proxy. The term of office of the Independent Proxy ends at the next Annual General Meeting. Re-election is possible. Its duties are governed by the relevant statutory provisions. The Annual General Meeting of April 24, 2024, elected bürki bolt Rechtsanwälte, 9435 Heerbrugg, as Independent Proxy until the next Annual General Meeting.

Statutory quorums

For:

• The cases listed in Art. 704 para. 1 and 2 CO and in Art. 18 and 64 of the Federal Act on Mergers, Demergers, Transformations and Transfers of Assets and Liabilities (Mergers Act);
• The easement or abolition of the restrictions of the transferability of registered shares;

a resolution of the General Meeting passed by at least two thirds of the represented share votes and an absolute majority of the represented shares par value is required.

Convocation of the Annual General Meeting

No regulations deviate from the relevant statutory provisions.

Inclusion of items on the agenda

The Board of Directors states the items on the agenda.

Registered shareholders with voting rights individually or jointly representing at least 0.5% of the share capital or the votes may demand that items are put on the agenda. The request for an item to be added to the agenda must be submitted in writing to the Chair of the Board of Directors at least 45 days before the Annual General Meeting, stating the subject to be discussed and the proposals.

Registration in the share register

No registrations are made in the share register around ten days before and five days after the date of the Annual General Meeting. The exact dates of closing of the share register are set out in the invitation to the Annual General Meeting. In the reporting year, the Board of Directors has granted no exceptions to this rule (PY none).