Statutory Quorum Requirements

The shareholders’ meeting passes resolutions and carries out elections by absolute majority of the votes cast, excluding any abstentions, blank or invalid votes. However, in accordance with the specific quorum requirements under the Swiss Code of Obligations and the Articles of Incorporation, the following actions require the approval of shareholders holding at least two-thirds of the votes represented at such meetings:

  • changes to the Company’s purpose
  • creation of shares with privileged voting rights
  • restriction of the transferability of registered shares
  • authorized or conditional capital increases
  • increase of capital out of equity (German: Kapitalerhöhung aus Eigenkapital), against contributions in kind (German: Sacheinlage) or for the purpose of acquiring assets (German: Sachübernahme) and granting special benefits (German: Gewährung besonderer Vorteile)
  • limitation or withdrawal of preemptive rights
  • a change of registered offices of the Company and
  • dissolution of the Company

The Articles of Incorporation do not provide for stronger majority requirements than envisaged by law.