Shareholder structure and voting rights
As at 31 December 2017, the Canton of Zurich held 33.33% plus one share, and the City of Zurich held 5% of the companyʼs shares/voting rights. There were no other shareholders entered in the Share Register whose holdings exceeded 3% of the total number of shares with voting rights. Information about shareholdings in excess of or below the thresholds specified in Article 120 of the Financial Markets Infrastructure Act (FMIA), published during the reporting period can be found on the publication platform of the Disclosure Office of SIX Swiss Exchange. There are no crossholdings and no shareholder agreements of which the company is aware.
Change in control
The companyʼs Articles of Incorporation contain an opting-up clause which stipulates that, in the event that the threshold at which an offer is required in accordance with the provisions of the Swiss Stock Exchange Act is exceeded, it shall be raised to 49%. No clauses exist regulating a change of control in favour of members of the Board of Directors or Management Board.
Limitation of transferability of shares/voting rights and nominee registrations
Registration with voting rights is limited to 5% of the share capital. This limit applies both to individual investors and groups of shareholders, with the exception of the Canton of Zurich (limit = 49%) and the City of Zurich (limit = 10%). Other statutory registration limits apply to guarantee proof of Swiss control, should such proof be required by special laws or double taxation agreements. Nominees are exclusively registered as shareholders without voting rights. Exceptions to these registration limits may be granted by the Board of Directors at its discretion, specifically in association with contributions in kind, participations, mergers and easing of tradability of shares on the stock market. No exceptions were granted during the reporting period.
Limitations of transferability are set forth in Article 6 of the companyʼs Articles of Incorporation. They can be amended by a resolution of the General Meeting of Shareholders by a two-thirds majority of represented votes.
Voting rights at the General Meeting of Shareholders
Entries in the share register are normally made up to one week before the General Meeting of Shareholders. With respect to the convening of the General Meeting of Shareholders and the inclusion of items on the agenda, no statutory regulations exist that deviate from the relevant legal provisions. In accordance with Article 699 para. 3 of the Swiss Code of Obligations, shareholders representing shares with a par value of CHF 1.0 million may request that items be included on the agenda. In accordance with Article 12 para. 3 of the companyʼs Articles of Incorporation, the relevant requests must be submitted in writing to the Board of Directors of the company together with proof of entitlement, an exact description of the requested item and a specifically formulated resolution proposal. Only requests that are received by the company in good time, i.e. at least 60 days before the General Meeting, can be considered.
In accordance with the companyʼs Articles of Incorporation, any shareholder may arrange to be represented at the General Meeting by another shareholder entered in the Share Register, who shall present a written power of attorney, or by an independent proxy. Members of the Board of Directors and Management Board may represent other shareholders provided this does not constitute institutionalised representation. In accordance with Article 14 para. 3 of the companyʼs Articles of Incorporation, the Board of Directors may draw up rules of procedure covering participation in and representation at the General Meeting of Shareholders and, in particular, make detailed provision for the issue of instructions to the independent proxies. It shall ensure that the shareholders are also able to issue electronic powers of attorney and instructions to the independent proxy.
In accordance with the statutory rules, resolutions of the General Meeting of Shareholders are generally passed by a majority of the votes cast. A qualified majority in accordance with Article 704 of the Swiss Code of Obligations is required for the following cases in addition to those defined in the above legal provisions:
- Amendments to the Articles of Incorporation
- Easing or elimination of limitations with respect to the transferability of registered shares
Conversion of registered shares into bearer shares