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, except as otherwise provided in the Articles of Association, 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 (i) to have acquired the shares in their own name and for their own account, (ii) that no agreements on the redemption or return of these registered shares exist, (iii) to bear the risk associated with the shares and (iv) comply with the disclosure requirements stipulated by FinMIA. 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.
For detailed information regarding the Percentage Limit and Nominee registrations, including the group clause, see section 2.6 “Limitations on transferability and Nominee registrations” of this Corporate Governance Report.
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.
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 the majority of the votes represented as set out in art. 11 of the Articles of Association, to the extent that Swiss law does not provide otherwise.
For information regarding the convocation of general meetings and the inclusion of items on the agenda, see section 6.3 “Convocation of the general meeting” and section 6.4 “Inclusion of items on the agenda” of this Corporate Governance Report.
At shareholders’ meetings, each shareholder may be represented by the Independent Proxy or by means of a written proxy by any other person of such shareholder’s choice. 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 does 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 the Independent Proxy 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 conclusion of 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 2023 held on 12 April 2023 and the next general meeting, ADROIT Attorneys, Kalchbühlstrasse 4, 8038 Zurich, Switzerland, has been elected as the Independent Proxy.
According to art. 8 para. 3 of the Articles of Association the Board of Directors shall determine the venue of the general meeting and the form in which it is to be held. However, no shareholder shall be unduly obstructed in exercising their rights in connection with the general meeting by the choice of venue (art. 701a para. 2 CO). The place of meeting may also be abroad or several places of meeting may be determined for one general meeting. If the general meeting is held at several locations at the same time, the votes of the participants must be transmitted directly in picture and sound to all meeting locations (art. 701a para. 3 CO). Pursuant to art. 8 para. 4 of the Articles of Association, the Board of Directors may provide that shareholders who are not present at the physical location of the general meeting have the option to exercise their rights electronically (i.e., hybrid general meeting). The Board of Directors may also waive the determination of a physical venue and order the holding of a purely virtual general meeting (i.e., exclusively by using electronic means).
The AGM 2023 was held with the physical presence of shareholders in accordance with the Articles of Association. The shareholders were able to attend the AGM 2023 personally or exercise their rights at the AGM 2023 through the Independent Proxy or by means of a written proxy by any other person of such shareholder’s choice. The proxy and voting instruction forms were either sent by mail or submitted through the use of the electronic voting platform. The general meeting 2024 (“AGM 2024”) will be held in person, with the details to be provided in the invitation.
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 majority of the votes represented at the shareholders’ meeting, to the extent that neither Swiss law nor the Articles of Association provide otherwise. The Chair shall have 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, 43 and 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 or cancellation of art. 12 of the Articles of Association (i.e., qualified majority for important resolutions).
According to art. 8 para. 2 Articles of Association, notice of a general meeting is given 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.
According to art. 8 para. 2 Articles of Association, the notice of the general meeting shall state (i) the date, beginning, nature and place of the general meeting, (ii) the agenda items, (iii) the proposals of the Board of Directors with a brief statement of reasons, (iv) the proposals of the shareholders, if any, together with a brief statement of reasons, and (v) the name and the address of the Independent Proxy. According to art. 8 para. 3 Articles of Association the Board of Directors shall determine the venue of the general meeting and the form in which it is to be held. The place of meeting may also be abroad or several places of meeting may be determined for one general meeting. According to art. 8 para. 4 Articles of Association the Board of Directors may provide that shareholders who are not present at the place of the general meeting may exercise their rights by electronic means (i.e., hybrid general meeting). The Board of Directors may also waive the determination of a meeting location and order the holding of a purely virtual general meeting (i.e., exclusively by using electronic means). According to art. 8 para. 5 Articles of Association the annual report, the remuneration report and related audit report, the Auditors’ report, the report on non-financial matters and other reports as required by law shall be made available to the shareholders at least 20 calendar days prior to the date of the ordinary 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 60 calendar days if one or more shareholder(s) representing at least five (5) percent of the share capital or the votes request such meeting in writing, setting forth the items to be discussed and the proposals to be decided upon.
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 or votes of the Company may demand that items be put on the agenda or that proposals for items be included in the notice convening the general meeting. Such demands have to be submitted to the Chair of the Board of Directors at least 40 calendar days before the date of the relevant shareholders’ meeting and need to be in writing, specifying the items and the proposals. Shareholders may submit a brief statement of reasons together with the agenda items or proposals. This must be included in the notice convening the general meeting.
No resolutions may be passed on motions concerning agenda items which have not been duly announced apart from those exceptions permitted by Swiss law.
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 Board of Directors has resolved to set the cut-off date for participation in shareholders’ meetings to not more than ten days prior to the date of the meeting. The Record Date for inscription in the share register is announced in the invitation to the shareholders’ meeting.
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.
For information on certain limitations on transferability and Nominee registrations, please refer to the information provided under section 2.6 “Limitations on transferability and Nominee registrations” of this Corporate Governance Report. For information on certain limitations on share voting rights, please refer to the information provided under section 6.1.1 “General rules on restrictions to voting rights” of this Corporate Governance Report.
The minutes of AGM 2023, held on 12 April 2023, can be viewed on PolyPeptide’s website at https://www.polypeptide.com/news/events/general-meeting-2023/. Shareholders may also read the minutes at PolyPeptide’s headquarters in Baar, Switzerland upon prior notice. The minutes of AGM 2024 will be published on the PolyPeptide website within 15 days from the date of AGM 2024.