5. Shareholders' rights of co-determination
The shareholders' rights of co-determination are based exclusively on the Swiss Code of Obligations and the Articles of Association.
The Articles of Association can be downloaded from the HOCHDORF website under "Investor Relations": https://www.hochdorf.com/en/investors/corporate-governance/.
5.1. Restrictions to voting rights and proxy voting
All shareholders recorded in the shareholder register with voting rights are entitled to attend and vote at the Annual General Meeting. The restriction on voting rights amounts to 15% of the share capital. All shareholders can give written authority to a fellow shareholder or appoint an independent proxy to vote at the AGM on their behalf. There is no statutory quorum.
Art. 12 of the Articles of Association addresses the assignment of the voting right to an independent proxy, as well as the ability to electronically cast a vote to the independent proxy.
5.2. Statutory quorum
The Annual General Meeting adopts its resolutions and conducts its elections by relative majority of the votes cast, with abstentions being left out of consideration in determining the majority and excluding blank and invalid votes, unless the law provides otherwise.
5.3. Convening of the Annual General Meeting
The Annual General Meeting takes place annually, at the latest six months after the end of the financial year. It is convened by the Board of Directors. The statutory provisions apply to the convening of an extraordinary General Meeting. Personal invitations to the Annual General Meeting are sent out in writing and at least 20 days before the meeting.
Invitations to submit items for the agenda and questions about the Annual Report are included with the invitation to the Annual General Meeting. Shareholders who represent shares with a nominal value of at least CHF 1 million may request that an item be added to the agenda. One or more shareholders who collectively represent at least 10% of the share capital may request that the Board of Directors calls a General Meeting and/or that an item be added to the agenda.
5.5. Entries in the share register
The share register is usually closed ten days prior to the Annual General Meeting. Upon request, the Board of Directors can approve exceptions for late submissions.