Voting Rights Regulations
Voting Rights Restrictions and Representation
Purchasers of registered shares will be registered as shareholders with voting rights in the share register upon request if they explicitly declare that they have acquired these registered shares in their own name and for their own account, and that no agreement exists regarding the repurchase or return of the corresponding shares, and that they bear the economic risk associated with the shares.
The total share capital held by a nominee may not exceed 2% of the company’s issued share capital. The Board of Directors may register nominees with voting rights in the share register beyond this registration limit if the nominees disclose the names, addresses, nationalities, and shareholdings of the persons for whose account they hold 2% or more of the issued share capital. In the reporting year, no registrations exceeding the 2% limit were made.
At the General Meeting, each share entitles to one vote. Voting rights can only be exercised if the shareholder is registered as a shareholder with voting rights in the share register of ORIOR AG. Shareholders with voting rights can be represented by means of a written power of attorney by a representative appointed by them, who does not need to be a shareholder themselves, or by the independent proxy. The Board of Directors ensures that shareholders can also grant powers of attorney and instructions to the independent proxy electronically. All shares held by a shareholder can only be represented by one person.
In resolutions concerning the discharge of the Board of Directors, persons who have participated in the management in any way have no voting rights. Furthermore, the company’s articles of association do not contain any voting rights restrictions and do not deviate from the law regarding voting representation.
Statutory Quorums
The General Meeting passes its resolutions and conducts its elections – unless compelling legal provisions or other provisions of the articles of association dictate otherwise – by a majority of the represented share votes. Abstentions are not counted.
If a valid election is not achieved in the first ballot of elections and more than one candidate is up for election, the chairperson will order a second ballot, in which the relative majority of the represented share votes will decide. Abstentions are not counted.
Agenda Items
Shareholders who individually or collectively hold at least 0.5% of the share capital or votes may request the inclusion of an agenda item or a motion on an agenda item in the convocation of the General Meeting. The corresponding request must be received by the company’s Board of Directors in writing at least 60 days before the meeting date, stating the agenda item and the shareholder’s motions.
Entries in the Share Register
No entries will be made in the share register after the dispatch of invitations to the General Meeting and until the day after the General Meeting, unless the Board of Directors announces a different record date.