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Shareholders' participation

Shareholders' participation rights are laid down in the Articles of Association of EMS-CHEMIE HOLDING AG.

Voting-rights and representation restrictions

Voting-right restrictions apply solely to nominees. No rules exist governing the granting of exceptions. 

A registered shareholder may only be represented at the Annual General Meeting by his/her legal representative, by another shareholder who has voting rights, by the representative of the executive bodies, by the independent proxy, or by a representative of the custodian bank. Shares held by the company do not confer voting rights at the Annual General Meeting and do not bear a dividend.

Statutory quorums

Except where the law provides otherwise, decisions taken by the Annual General Meeting are passed by an absolute majority of the votes represented at the Annual General Meeting.

Convocation of the General Meeting of Shareholders

The Ordinary Annual General Meeting of Shareholders is convened in accordance with legal requirements and the company's Articles of Association. It is convened by publication of a single notice in the Swiss Official Gazette of Commerce and in selected Swiss newspapers and by written invitations sent to the addresses of the shareholders and beneficiaries entered in the share register. The period of notice is 20 days.

Extraordinary General Meetings of Shareholders are held in the cases prescribed by law and as required.

Agenda

One or more shareholders representing together 10% or more of the company's shares may request that a particular item be added to the agenda. A request to add an item to the agenda must be submitted in writing at least 40 days in advance of the Annual General Meeting, specifying the subject to be discussed and containing the proposed motion.

Inscriptions into the share register

The cut-off date for entering registered shareholders in the share register so that they can participate in the Annual General Meeting is 10 days before the Annual General Meeting. Registered shares sold between the cut-off date and the Annual General Meeting of Shareholders do not carry voting rights. There are no rules governing the granting of exceptions.