6 Participation rights of shareholders
6.1 Restrictions on voting rights and representation
Each class A registered share and each class B registered share is entitled to one vote at the General Meeting of the company (Art. 13 para. 1 of the Articles of Association). The shares of Bystronic AG are not subject to any restrictions on voting rights per the Articles of Association.
Pursuant to Art. 689 para. 2 CO, a shareholder may represent his or her own shares at the General Meeting or arrange for them to be represented by a third party. According to Art. 9 OaEC, shareholders may also authorize the independent proxy to exercise their voting rights. In addition, according to Art. 13 of the Articles of Association, the Board of Directors issues rules of procedure concerning participation in and representation at the General Meeting. The company recognizes only one representative per share.
The Articles of Association of Bystronic AG do not contain any regulations governing the issue of instructions to the independent proxy or concerning electronic participation at the General Meeting.
6.2 Quorums stipulated in the Articles of Association
According to Art. 11 of the Articles of Association of Bystronic AG, a resolution by the General Meeting requires at least two-thirds of the votes represented and an absolute majority of the nominal value of shares represented for:
- any amendment of the Articles of Association;
- any change to the share capital;
- any restriction or cancellation of the subscription right;
- the dissolution of the company.
Except as provided by Art. 704 CO, the General Meeting passes all other resolutions and conducts elections by an absolute majority of the votes cast, excluding blank and invalid votes.
6.3 Calling of the General Meeting
According to Art. 8 of the Articles of Association of Bystronic AG, invitations to Annual General Meetings and extraordinary General Meetings are issued no later than 20 days prior to the date of the meeting by the Board of Directors or, where applicable, by the external auditors, by a notice published in the Swiss Official Gazette of Commerce, which must state the agenda items and the proposals of the Board of Directors and, where applicable, of the shareholders who requested that a General Meeting be held or that a specific item be placed on the agenda.
Shareholders representing at least 10% of the share capital may request that a General Meeting be called.
6.4 Inclusion of items on the agenda
Art. 8 of the Articles of Association of Bystronic AG stipulates that shareholders representing at least 5% of the share capital may request that a specific item be placed on the agenda. The request must be filed with the company at least 40 days before the General Meeting.
6.5 Entries in the share register
According to Art. 13 para. 2 of the Articles of Association of Bystronic AG, the Board of Directors issues rules of procedure concerning participation in and representation at the General Meeting. The Board of Directors has resolved to set the cut-off date for participation in a General Meeting at five working days before the date of the meeting. The cut-off date is announced in the invitation to the shareholders. No entries may be made in the share register between the cut-off date and the date of the meeting. There are no rules that allow any exceptions to be granted.