Shareholders’ rights of participation
Restrictions of voting rights and proxy
The recognition of an acquirer of registered shares as a shareholder with voting rights, and the registration of nominees as shareholders with voting rights are subject to certain restrictions. According to Article 3, subsection 6 of the Articles of Association in particular, the Board of Directors may refuse full shareholder status to an acquirer of shares to the extent the number of registered shares held by that acquirer exceeds 4% of the total number of registered shares as entered in the commercial register. Details regarding the registration restrictions for registered shares, limitations of nominee registrations, the group clause included in the Articles of Association and the rules for granting exceptions, may be found in the chapter “Group structure and Shareholders” in this Annual Report and in the respective regulations of the Board of Directors “Registered Shares and Shareholder Registry Regulations Lindt & Sprüngli AG”.
- “Registered Shares and Shareholder Registry Regulations Lindt & Sprüngli AG”
- Articles of Association
According to Article 12, subsection 3 of the Articles of Association, no shareholder may combine, in the aggregate, directly or indirectly, through shares held or shares represented, more than 6% of the votes of the existing share capital when exercising voting rights at the General Meeting. Natural persons or legal entities that are related to each other through capital or voting rights or in any other way or are under common control are considered as one shareholder. In special cases, the Board of Directors may grant exceptions to the voting rights restrictions. In the reporting year, the Board of Directors granted no such exception.
The voting rights restriction does not apply to the exercise of voting rights by the independent proxy and by shareholders registered with more than 6% of the voting rights in the share register. As the “Fonds für Pensionsergänzungen der Chocoladefabriken Lindt & Sprüngli AG”, “Finanzierungsstiftung für die Vorsorgeeinrichtungen der Chocoladefabriken Lindt & Sprüngli Aktiengesellschaft”, “Lindt Cocoa Foundation”, and “Lindt Chocolate Competence Foundation”, all Kilchberg ZH, have been entered as a group in the share register with a shareholding interest of more than 6%, the voting rights restriction does not apply to them.
A revocation of the statutory restrictions of voting rights requires pursuant to Article 15, subsection 3 of the Articles of Association a resolution of the General Meeting of shareholders with a three-quarter majority of the shares represented. Pursuant to Article 12, subsection 2 of the Articles of Association, a shareholder may be represented at the General Meeting by another shareholder or by the independent proxy on the basis of a written power of attorney. A general instruction is permitted with respect to motions announced or unannounced in the invitation.
The General Meeting passes its resolutions by an absolute majority of the votes cast, not including abstentions, unless the Articles of Association or the law provide otherwise. According to Article 15, subsection 3 of the Articles of Association, amendments of the Articles of Association concerning a change in the company’s registered office, the conversion of registered shares into bearer shares, the transfer of registered shares, representation of shares at the General Meeting, the amendment of Article 15, subsection 3 of the Articles of Association, and the dissolution or merger of the company require a three-quarter majority of the shares represented.
Convocation of the Annual General Meeting, agenda and share register
Shareholders are invited to the General Meeting by the Board of Directors at least 20 days before to the date of the General Meeting via publication in the Swiss Official Gazette of Commerce.
Shareholders that, alone or jointly, are registered in the share register with at least 2% (as of January 1, 2023, 0.5% as a result of the new Swiss corporate law entering into force) of the share capital or the voting rights of the company may request that an item be placed on the agenda. Such a request must be made in writing to the Board of Directors at the latest 60 days before the General Meeting and must specify the agenda items and the proposals made. Under the same conditions, shareholders may request that motions relating to items on the agenda be included in the notice convening the General Meeting. The request and proposal must be brought before the General Meeting, together with a comment by the Board of Directors. Shareholders may submit a brief statement of reasons together with the agenda items or motions. This must be included in the notice convening the General Meeting. Motions made within the scope of the agenda items at the General Meeting do not need prior announcement.
In the invitation to the General Meeting, the Board of Directors announces in accordance with Article 13 of the Articles of Association the cut-off date for registration in the share register relevant to the entitlement to attend and exercise voting rights.