BVZ Holding

 

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Shareholder participation rights

The participation rights of shareholders are regulated as follows:

Voting restrictions and representation

There are no voting restrictions. All of the shares have equal dividend and voting rights. All of the shareholders entered in the share register are entitled to attend the Annual General Meeting. Each share has one vote. Shareholders who are unable to attend the Annual General Meeting may be represented by another shareholder, by his/her own bank, by BVZ Holding AG or by a third-party voting representative.

Statutory quorums

In addition to the legally prescribed decisions with a two-thirds majority of the represented votes, a two-thirds majority is also required for the introduction of preferred shares and the transformation of registered shares to bearer shares and vice versa.

Convocation of the Annual General Meeting

The convocation of the Annual General Meeting is based on the statutory specifications and must be announced at least 20 days before the day of the Annual General Meeting with a personal invitation sent out to the shareholders entered in the share register and with a one-off publication in the Swiss Official Gazette of Commerce and in the Official Gazette of the Canton of Valais. The invitation shall contain both the list of agenda items as well as the proposals of the Board of Directors.

Requesting agenda items

Shareholders who represent at least 10% of the share capital may request that an item be placed on the agenda for discussion. Convocations and agenda item requests must be made in writing with the specification of the items to be discussed and the proposals.

Entry in share register

All of the shareholders entered in the share register are entitled to attend the Annual General Meeting and participate in voting. They will receive a ticket for admission along with their invitation. For organisational reasons, entries in the share register are only made up to one month before the Annual General Meeting. No additional entries shall be made thereafter in the share register until the day of the Annual General Meeting. There are no regulations that define the exceptions thereto.