Shareholders’ rights to participate
The Annual General Meeting is held each year within six months of the close of the financial year. Extraordinary General Meetings are called as often as necessary by a decision of the Annual General Meeting or Board of Directors, at the request of the auditors or at the written request of shareholders representing on aggregate not less than 7% of the share capital entered in the commercial register.
Each share recorded as a share with voting rights in the shareholders’ register entitles the holder to one vote at the Annual General Meeting. Shareholders are also entitled to dividends and have other rights pursuant to the Code of Obligations.
Results of the ballots taken at the Annual General Meetings are made available on the Galenica website after each meeting.
Voting restrictions and proxy voting
A registered shareholder may be represented at the Annual General Meeting on the basis of a written power of attorney by another representative or the independent proxy, to whom instructions may be given in writing or electronically. There are no rules that deviate from legal provisions relating to attendance of the Annual General Meeting.
A shareholder or a beneficiary with voting rights may register for shares which, when added to shares already registered as voting shares in the purchaser’s name, do not exceed 5% of all voting shares.
Procedure and conditions for lifting restrictions on voting rights
For restrictions on voting rights to be lifted, shareholders who together represent not less than 5% of the share capital entered in the commercial register must request in writing that such an item be included on the agenda no later than 40 days before the Annual General Meeting. The Annual General Meeting must indicate its approval based on at least two-thirds of the votes represented and the absolute majority of the nominal capital represented.
Quorums under the Articles of Association
In addition to the cases cited in Article 704 of the Code of Obligations, approval by at least two-thirds of the votes represented and the absolute majority of the nominal capital represented is required in the following cases:
- A change in the provisions relating to restrictions on the transfer of registered shares (Article15c of the Articles of Association);
- Conversion of registered shares into bearer shares and vice versa (Article 15d of the Articles of Association).
Convening of the Annual General Meeting
The Articles of Association do not differ from the relevant legal regulations as regards the convening of the Annual General Meeting and the setting of the agenda. The Annual General Meeting is convened by the Board of Directors no later than 20 days before the date of the meeting. The shareholders are invited to attend by a notice placed in official publications. The meeting may also be convened electronically or by sending a letter to all shareholders at the addresses entered in the shareholders’ register. The notice of a meeting shall state the items on the agenda, the proposals of the Board of Directors, and the requests of any shareholders who have called for a General Meeting to be convened or for a particular item to be included on the agenda.
Inclusion of items on the agenda
Shareholders who together represent not less than 5% of the share capital entered in the commercial register may request that an item be included on the agenda. They must submit such requests in writing no later than 40 days before the scheduled date of the meeting. The items to be included on the agenda must be specified along with the motion on which the shareholder requests a vote.
There are no regulations in the Articles of Association regarding a deadline for entry in the shareholders’ register. However, for practical reasons the shareholders’ register remains closed to entries for several days prior to an Annual General Meeting. This will be the case from Wednesday 4 May 2022 for financial year 2021 and from Wednesday 26 April 2023 for financial year 2022. Shareholders entered in the shareholders’ register by Tuesday 3 May 2022 and Tuesday 25 April 2023 respectively may exercise their voting rights at the corresponding Annual General Meeting.
Instructions to the independent proxy holder may be given in writing and also electronically through a platform called Nimbus Shapp®, which is used by Galenica. The invitation to the Annual General Meeting, which will be sent to all shareholders on or around 12 April 2022, includes the required login information to create a personal user profile. The instructions must be received by the independent proxy holder by the evening of the penultimate day before the Annual General Meeting, i.e. by Monday 09 May 2022 for the 2022 Annual General Meeting and by Monday 1 May 2023 for the 2023 Annual General Meeting.