Shareholdersʼ participation rights
In the year under review, botth the Annual Shareholdersʼ Meeting of June 17, 2020, as well as the Extraordinary General Meeting of October 21, 2020, were held at the Companyʼs registered office without shareholders being present. Based on Ordinances No. 2 (as of March 17, 20) and No. 3 (as of September 14, 20), respectively, on measures to combat the COVID-19 pandemic; shareholders were able to exercise their voting rights via the independent proxy.
1. Voting rights and representation restrictions
The registered shares of Züblin Immobilien Holding AG are unitary shares, giving all shareholders the same participation rights. Every share whose holder or beneficiary is listed in the share register as a shareholder with voting rights has one vote. There are no restrictions on voting rights.
Shareholders in Swiss stock companies enjoy a range of participation and protective rights. The protective rights include, among other things, the right to information and the right of inspection (Art. 696, 697 Swiss Code of Obligations/CO), the right to initiate a special audit (Art. 697a CO), the right to convene a General Meeting (Art. 699/III CO), the right to put items on the agenda of the General Meeting (Art. 699/III CO), the right to challenge resolutions made by the General Meeting (Art. 706 CO) and the right to sue for damages (Art. 752 ff. CO). Participation rights primarily include the right to attend the Annual General Meeting, freedom to express an opinion, and the right to vote (Art. 694 CO). The articles of the Swiss Code of Obligations can be found at www.admin.ch, while the articles of association of Züblin Immobilien Holding AG are available at www.zueblin.ch/en/company/#formelles.
Shareholders may only be represented at the Annual General Meeting (AGM) by their legal representative, by another person participating in the AGM who is registered in the share register with voting rights, or by an independent proxy voter. The company has mechanisms in place to allow shareholders to issue authorities and instructions to the independent proxy voter electronically.
2. Statutory quorums
There are no statutory quorums that go beyond the statutory provisions on the passing of resolutions (Art. 703 and 704 CO).
3. Convocation of the AGM
The AGM is held within six months of the end of the financial year. The AGM is convened, the agenda drawn up and the resolutions passed in accordance with statutory regulations.
4. Inclusion of items on the agenda
Shareholders who individually or jointly hold shares with a nominal value of at least CHF 1ʼ000ʼ000 at the time of the request also have a right to request that items be included on the agenda. The request for inclusion of items on the agenda and the proposed motions must be submitted to the Board of Directors no later than 45 days before an AGM.
5. Registration in the share register
The cut-off date for registration in the share register with regard to taking part in the AGM will be notified to shareholders in the invitation to the 32nd AGM to be held on 22 June 2021. The cut-off date is 14 June 2021.
The invitation to the AGM will be sent to shareholders at least 20 days in advance.