Governance and RemunerationCorporate Governance ReportShareholders’ participation rights
6Shareholders’ participation rights
6.1Voting rights restrictions and representation
6.1.1General rules on restrictions to voting rights
Voting rights may be exercised only after a shareholder has been registered in the share register as a shareholder with voting rights up to a specific qualifying day prior to the shareholders’ meeting designated by the Board of Directors (the “Record Date”). For such purpose, art. 5 para. 2 of the Articles of Association provides that persons acquiring shares shall on application be entered in the share register without limitation as shareholders with voting rights, provided they expressly declare themselves to have acquired the shares in their own name and for their own account and comply with the disclosure requirements stipulated by the FMIA. Entry in the share register as a shareholder with voting rights is subject to the approval of the Company.
Entry in the share register as a shareholder with voting rights may be refused based on the grounds set out in art. 5 paras 3-7 of the Articles of Association. If the Company does not refuse to register the acquirer as shareholder with voting rights within 20 calendar days upon receipt of the application, the acquirer is deemed to be a shareholder with voting rights. Non-recognized acquirers shall be entered in the share register as shareholders without voting rights. The corresponding shares shall be considered as not represented in the general meeting.
The Board of Directors may, according to art. 5 para. 3 of the Articles of Association, refuse the registration in the share register as a shareholder with voting rights if an acquirer would as a result of the recognition as a shareholder with voting rights directly or indirectly acquire, or hold in the aggregate, more than 10 percent of the registered shares recorded in the commercial register (the “Percentage Limit”). The Company may in special cases approve exceptions to the above restrictions (art. 5 para. 3, 4 and 5 of the Articles of Association).
Subject to the Percentage Limit described above and provided that its holder or usufructuary has been duly entered into the share register as a shareholder with voting rights on or before the relevant Record Date, each share entitles the holder to one vote.
6.1.2Exceptions granted in the period under review
No exceptions from the voting rights restrictions (i.e., the Percentage Limit) as set forth in the Articles of Association were granted in the period under review.
6.1.3Procedure and conditions for abolishing voting rights restrictions
Art. 12 of the Articles of Association outlines important shareholder resolutions that require a qualified majority, including the easement or abolition of the restriction of the transferability of the registered shares. All other resolutions can be passed by a simple majority of shareholders as set out in art. 11 of the Articles of Association, to the extent that Swiss law does not provide otherwise.
6.1.4Rules on participation at shareholders’ meetings, instructions to the Independent Proxy and electronic participation at shareholders’ meetings
At shareholders’ meetings, each shareholder may be represented by the Independent Proxy or by means of a written proxy by any other person who need not be a shareholder. The Board of Directors determines the requirements regarding proxies and voting instructions (art. 11 of the Articles of Association).
Importantly, no shareholder or proxy may, directly or indirectly, exercise voting rights attached to own or represented shares that would collectively exceed 10 percent of the registered shares recorded in the commercial register. Legal entities or partnerships or other associations or joint ownership arrangements which are linked through capital ownership or voting rights, through common management or in like manner, as well as individuals, legal entities or partnerships (especially syndicates) which act in concert are considered as one shareholder for the purposes of such voting. However, the foregoing restriction of voting rights do not apply to the exercise of voting rights by shareholders or their proxies (including the Independent Proxy), to the extent that their shares are registered with voting rights in the share register in accordance with art. 5 para. 4 of the Articles of Association.
The Independent Proxy has a duty to exercise the voting rights assigned to him by shareholders in accordance with their instructions. Further duties of the Independent Proxy are governed by the relevant statutory provisions. Art. 14 of the Articles of Association provides that the general meeting elects an Independent Proxy. Natural persons as well as legal entities and partnerships are eligible for election. The term of office of the Independent Proxy ends at the next general meeting. Re-election is possible. Swiss law allows for proxy instructions both in written as well as electronic form. For the period between the AGM 2022 held on 26 April 2022 and the next general meeting, ADROIT Attorneys, Kalchbühlstrasse 4, 8038 Zurich, Switzerland, has been elected as the Independent Proxy.
The Articles of Association do not contain any rules on the electronic participation of shareholders in shareholders’ meetings.
The AGM 2022 was held without the physical presence of shareholders in accordance with the Swiss COVID-19 Ordinance. The shareholders were able to exercise their rights at the AGM 2022 through the independent voting rights representative. The proxy and voting instruction forms could either be sent by mail or submitted through the use of the electronic voting platform. The general meeting 2023 (“AGM 2023”) will be held in person, with the details to be provided in the invitation.
6.2Quorums required by the Articles of Association
The Articles of Association do not prescribe that a quorum of shareholders is required to be present at a shareholders’ meeting.
Pursuant to art. 11 of the Articles of Association, shareholders’ resolutions generally require the simple majority of the votes cast at the shareholders’ meeting, to the extent that neither Swiss law nor the Articles of Association provide otherwise. Abstentions, empty votes and invalid votes will not be taken into account for the calculation of the required majority. The Chairman has no casting vote.
Pursuant to art. 12 of the Articles of Association, a resolution passed by at least two thirds of the represented share votes and the absolute majority of the represented shares par value is required for (i) matters listed in art. 704 of the CO and in art. 18 and art. 64 of the Merger Act, (ii) the easement or abolition of the restriction of the transferability of the registered shares, (iii) any amendment or cancellation of art. 31 of the Articles of Association (i.e., exclusion of mandatory tender offer); (iv) any changes to art. 12 of the Articles of Association (i.e., qualified majority for important resolutions).
6.3Convocation of the general meeting
According to art. 8 para. 2 Articles of Association the notice of the general meeting shall state the day, time and place of the meeting, the agenda, the proposals of the Board of Directors and the proposals of the shareholders who have requested the general meeting or that an item be included on the agenda. According to art. 8 para. 3 Articles of Association the annual report, the remuneration report and the auditors’ report shall be made available for inspection by the shareholders at the registered office of the Company at least 20 calendar days prior to the date of the ordinary general meeting. Reference to such submission and to the shareholders’ right to request the conveying of these documents to them shall be included in the notice to the general meeting.
In accordance with the CO and art. 7 para. 3 Articles of Association, the Board of Directors is required to convene an extraordinary shareholders’ meeting within two (2) months if requested by one or more shareholder(s) representing in aggregate at least 5% of the Company’s nominal share capital registered in the commercial register. Such demands have to be submitted in writing, setting forth the items to be discussed and the proposals to be decided upon.
A shareholders’ meeting is convened by publishing a notice of such meeting in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt) at least 20 calendar days before the date of the meeting. To the extent the post and / or e-mail addresses of the shareholders are known, notice may also be sent simultaneously by post and / or e-mail. The notice needs to state the day, time and place of the meeting, the agenda, the proposals of the Board of Directors and the proposals of the shareholders who have requested the shareholders’ meeting or that an item be included on the agenda.
6.4Inclusion of items on the agenda
The Board of Directors states the items on the agenda.
According to art. 9 para. 2 Articles of Association registered shareholders with voting rights individually or jointly representing at least 0.5% of the share capital of the Company may demand that items be put on the agenda. Such demands have to be submitted to the Chairman of the Board of Directors at least 45 calendar days before the date of the relevant shareholders’ meeting and need to be in writing, specifying the items and the proposals.
No resolutions may be passed on motions concerning agenda items which have not been duly announced apart from those exceptions permitted by Swiss law.
6.5Entries in the share register
Voting rights may be exercised only after a shareholder has been registered in the share register as a shareholder with voting rights up to a specific qualifying day designated by the Board of Directors (i.e., the Record Date).
There are no statutory rules concerning deadlines for entry in the share register. However, for organizational reasons, the share register is closed several days before the respective shareholders’ meeting. The respective Record Date for inscriptions in the share register is announced in the invitation to the shareholders’ meeting.
6.6Right to Inspect the Minutes of the General Meeting
The minutes of AGM 2022, held on 26 April 2022, can be viewed on PolyPeptide’s website at https://www.polypeptide.com/news/events/general-meeting-2022/. Shareholders may also read the minutes at PolyPeptide’s headquarters in Baar, Switzerland upon prior notice. The minutes of AGM 2023 will be published on the PolyPeptide website within 15 days from the date of AGM 2023.