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 here in this Annual Report and in the respective regulations of the Board of Directors “Registered Shares and Shareholder Registry Regulations Lindt & Sprüngli AG”.
According to Article 12, subsection 3 of the Articles of Association, no person 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. Natural persons or legal entities that are related to each other by capital or voting rights or in a similar way, or who are acting in concert, are deemed to be one person or one shareholder. In special cases, the Board of Directors or a committee designated by 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” and the “Finanzierungsstiftung für die Vorsorgeeinrichtungen der Chocoladefabriken Lindt & Sprüngli Aktiengesellschaft” both in 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 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 a third party or by the independent proxy. The Board of Directors determines the requirements applicable to proxy appointments and voting instructions, whereby it may also authorize the use of electronic proxy appointments without qualified electronic signature. The issuance of blanket instructions for proposals mentioned or not mentioned in the invitation to the General Meeting is permitted.
Statuary quorum
The General Meeting passes its resolutions by an absolute majority of the votes represented, 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 entry in the share register
Shareholders are invited to the General Meeting by the Board of Directors at least 20 days before the date of the General Meeting in accordance with the Articles of Association. The holders of participation certificates are also notified about the General Meeting, including the agenda and proposals, by notice in accordance with the Articles of Association at least 20 days prior to the meeting date.
According to Article 34 of the Articles of Association, all notices by the company to the shareholders and the holders of participation certificates may be validly given by way of publication in the Swiss Official Gazette of Commerce. Notices by the Company to the shareholders and the holders of participation certificates may instead or additionally also be made by mail, by email or in any other form that the Board of Directors deems appropriate.
The venue and time of the General Meeting is determined by the Board of Directors. According to the Articles of Association, the Board of Directors may also provide that shareholders who do not participate in person at the venue of the General Meeting may exercise their rights by electronic means (Article 10, subsection 2 of the Articles of Association), or that the General Meeting is held by electronic means without a physical venue (Article 10, subsection 3 of the Articles of Association).
On request by shareholders holding together at least 5% of the share capital or the voting rights of the company, the Board of Directors must convene an extraordinary General Meeting. Such request must be made in writing and shall specify the proposed agenda items and motions.
Shareholders holding together at least 0.5% of the share capital or the voting rights of the company may also request that items 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 shall specify the agenda items and the proposals made. If an explanation is to be included in the meeting invitation, it must be submitted within the same period and be brief, clear and concise. 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 recommendation by the Board of Directors. 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.