6. Participatory rights of shareholders
6.1 Voting rights restrictions and representation
The voting right may be exercised only if the shareholder is recorded as a voting shareholder in the share register of Geberit AG. Treasury shares held by the company do not entitle the holder to vote.
According to Art. 11 of the Articles of Incorporation (www.geberit.com/downloadcenter-en), resolutions may also be passed and elections carried out at General Meetings by electronic means at the instruction of the Chair.
Shareholders can be represented at the General Meeting by a representative of their choice (who does not have to be a shareholder of the company) or the independent proxy in accordance with Art. 10 of the company’s Articles of Incorporation (www.geberit.com/downloadcenter-en). The company recognises only one representative per share.
Company shareholders have the option of using the web application GVMANAGER Online from Devigus, the externally responsible company for maintaining the company’s share register, to appoint their independent proxy for every General Meeting. A description of the method for registering and voting via the Devigus web application is sent to all shareholders recorded in the share register.
The Board of Directors determines the requirements concerning powers of attorney and instructions in accordance with the legal provisions and can issue regulations to this effect. For limitations on transferability and nominee registrations, see 2. Capital structure, 2.6 Limitations on transferability and nominee registrations.
Art. 10 of the Articles of Incorporation contains provisions regarding voting rights, proxy and independent proxy. The current Articles of Incorporation can be viewed online at www.geberit.com/downloadcenter-en.
6.2 Quorums required by the Articles of Incorporation
The company’s Articles of Incorporation (www.geberit.com/downloadcenter-en) do not stipulate any resolutions of the General Meeting that can be passed only by a larger majority than that envisaged by law. Furthermore, the company’s Articles of Incorporation (www.geberit.com/downloadcenter-en) do not stipulate any resolutions by the General Meeting that exceed the non-transferable powers of the company under the law.
The current Articles of Incorporation can be viewed online at www.geberit.com/downloadcenter-en.
6.3/6.4 Convocation of the General Meeting of Shareholders/agenda
The General Meeting is convened by the Board of Directors at the latest 20 days before the date of the meeting. No resolutions may be passed on any subject not announced in this context. Applications to convene an extraordinary General Meeting, for the performance of a special audit and to appoint statutory auditors are exempt from this rule and may be made by any shareholder during a General Meeting without prior announcement. Shareholders representing shares with a par value of CHF 4,000 may demand inclusion of items on the agenda or may request that motions regarding items be included in the notice convening the general meeting. Shareholders may submit a brief statement of reason with the agenda item or the motions. These must be included in the notice convening the general meeting. The request for an item to be included on the agenda and the motions must be made at least 45 days before the General Meeting in writing by stating the items of the agenda and the motions.
Furthermore, outside a General Meeting, one or more shareholders representing together at least 3% of the share capital or voting rights may jointly request that an extraordinary General Meeting is called. This is made in writing by indicating the agenda items and the motion, and in the case of elections the names of the proposed candidates.
6.5 Inscriptions into the share register
In the invitation to the General Meeting, the Board of Directors will announce the cut-off date for inscription into the share register that is authoritative with respect to the right to participate and vote.