Shareholders’ rights to participate

The Annual General Meeting is held each year within six months of the close of the financial year (Article 10(1) of the Articles of Association).

Extraordinary General Meetings shall be convened as required by resolution of the Annual General Meeting or by the Board of Directors or, if necessary, by the auditor. Shareholders may request that a General Meeting be convened, provided they together hold at least 5% of the share capital or of the votes. Their request that the meeting be convened must be made in writing. The items on the agenda and motions must be included in the request. (Article 10(2) of the Articles of Association).

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 Swiss 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

According to Article 13(3) of the Articles of Association, a shareholder may be represented at the Annual General Meeting by the independent proxy holder, their legal representative or, based on a written proxy form, by another authorised representative who does not need to be a shareholder. 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 (Article 13(1) of the Articles of Association).

Procedure and conditions for lifting restrictions on voting rights

Shareholders may request that items be placed on the agenda provided that they together hold at least 0.5% of the company’s share capital or votes. Subject to those prerequisites, shareholders may request that motions relating to agenda items be included in the convocation of the Annual General Meeting. The shareholders may submit a brief statement of reasons for the inclusion of agenda items or motions. This must be included in the convocation of the Annual General Meeting. Such a request must be received by the company in writing at least 40 days prior to the meeting, stating the agenda item, motion or motions (Article 10(3) of the Articles of Association). Unless otherwise provided by law or the Articles of Association, the Annual General Meeting shall pass resolutions and conduct elections by a majority of the shares bearing voting rights represented.

Quorums under the Articles of Association

Unless otherwise provided by the Swiss Code of Obligations, the Annual General Meeting passes resolutions and elections with the majority of the votes represented at the meeting.

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 the Swiss Gazette of Commerce (SHAB). The Board of Directors may designate additional publication organs. The meeting may also be convened by sending a letter or e-mail to the addresses stated in the shareholders’ register (Article 28 of the Articles of Association). The following information must be included in the notice convening the Annual General Meeting: The date, the starting time, the form and the location of the Annual General Meeting; the items on the agenda; the motions of the Board of Directors and a brief explanation of the motions; if applicable, the motions of the shareholders together with a brief explanation of the reasons; the name and address of the independent proxy holder (Article 11(2) of the Articles of Association).

Inclusion of items on the agenda

Shareholders may request that items be placed on the agenda provided that they together hold at least 0.5% of the company’s share capital or votes. Subject to those prerequisites, shareholders may request that motions relating to agenda items be included in the convocation of the General Meeting. The shareholders may submit a brief statement of reasons for the inclusion of agenda items or motions. This must be included in the convocation of the General Meeting. Such a request must be received by the company in writing at least 40 days prior to the meeting, stating the agenda item, motion or motions (Article 10(3) of the Articles of Association).

Shareholders’ register

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 3 April 2024 for financial year 2023 and from Thursday 3 April 2025 for financial year 2024. Shareholders entered in the shareholders’ register by Tuesday 2 April 2024 and Wednesday 2 April 2025 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 19 March 2024, includes the required login information to create a personal user profile (Article 13(3) of the Articles of Association). 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 8 April 2024 for the 2024 Annual General Meeting and by Tuesday 8 April 2025 for the 2025 Annual General Meeting.