Shareholders' rights of participation

Re­stric­tion of vot­ing rights, vot­ing by proxy
Hold­ers of reg­is­tered shares are reg­is­tered on re­quest in the Com­pa­ny's share reg­is­ter, sub­ject to their sig­na­ture of a writ­ten state­ment ex­pressly con­firm­ing that they have ac­quired the shares in their own name and for their own ac­count.

Share cap­i­tal held by any sin­gle nom­i­nee must not ex­ceed 2% of the Com­pa­ny's to­tal is­sued share cap­i­tal. The Board of Di­rec­tors can per­mit reg­is­tra­tion of nom­i­nees hold­ing shares (with vot­ing rights) in ex­cess of this limit, pro­vided that the said nom­i­nees dis­close the names, ad­dresses, na­tion­al­i­ties and share­hold­ings of the per­sons for whose ac­count they are hold­ing 2% or more of the Com­pa­ny's is­sued share cap­i­tal. No reg­is­tra­tions ex­ceed­ing the 2% limit were made dur­ing the year un­der re­view.

Vot­ing rights can only be ex­er­cised if the share­holder is reg­is­tered (with vot­ing rights) in ORIOR AG's share reg­is­ter. A share­holder with vot­ing rights can have him­self rep­re­sented at the Gen­eral Meet­ing by writ­ten proxy, ei­ther by a rep­re­sen­ta­tive ap­pointed by him or by the in­de­pen­dent proxy. All shares held by a share­holder can only be rep­re­sented by one per­son.

Per­sons who have been in­volved in the Com­pa­ny's man­age­ment in any way what­so­ever must ab­stain from vot­ing on res­o­lu­tions grant­ing dis­charge to the Board of Di­rec­tors. The Com­pa­ny's Ar­ti­cles of As­so­ci­a­tion con­tain no other vot­ing re­stric­tions and their pro­vi­sions on vot­ing by proxy con­form to Swiss law.

 

Statu­tory quo­rum
Un­less oth­er­wise stip­u­lated by manda­tory law or by pro­vi­sions con­tained in the Ar­ti­cles of As­so­ci­a­tion, the Gen­eral Meet­ing of Share­hold­ers passes its res­o­lu­tions and con­firms elec­tions by an ab­solute ma­jor­ity of the votes rep­re­sented.

Should the first bal­lot in any elec­tion fail to pro­duce a valid re­sult and if more than one can­di­date is stand­ing for elec­tion, the Chair shall or­der a sec­ond bal­lot that will be de­cided by a rel­a­tive ma­jor­ity.

 

Con­ven­ing of Gen­eral Meet­ing
Or­di­nary Gen­eral Meet­ings are con­vened by the Board of Di­rec­tors and must be held an­nu­ally within six months of the close of the Com­pa­ny's fis­cal year. In­vi­ta­tions must be sent not less than 20 days prior to the date of the meet­ing. Ex­tra­or­di­nary Gen­eral Meet­ings shall take place as nec­es­sary, in par­tic­u­lar in those cases stip­u­lated by law. Share­hold­ers rep­re­sent­ing a to­tal of not less than 10% of the share cap­i­tal are en­ti­tled to de­mand an Ex­tra­or­di­nary Gen­eral Meet­ing at any time, which must be in writ­ing and state grounds and agenda items, mo­tions for res­o­lu­tion and, in the case of elec­tions, names of pro­posed can­di­dates. Gen­eral Meet­ings are called by the Board of Di­rec­tors or, if nec­es­sary, by the au­di­tors or a liq­uida­tor.

 

In­clu­sion of agenda items pro­posed by share­hold­ers
One or more share­hold­ers whose com­bined share­hold­ings rep­re­sent in the ag­gre­gate not less than 10% of the Com­pa­ny's share cap­i­tal or an ag­gre­gate par value of not less than CHF 1 mil­lion can de­mand in­clu­sion of an item in the agenda of a Gen­eral Meet­ing. Such a de­mand must be re­ceived in writ­ing by the Com­pa­ny's Board of Di­rec­tors at the lat­est 60 days prior to the date of the meet­ing, stat­ing the agenda item and the mo­tions pro­posed by the share­holder(s).

 

En­tries into share reg­is­ter
Un­less other cut-off dates are stip­u­lated by the Board of Di­rec­tors, no en­tries into the share reg­is­ter are per­mit­ted as from the date of dis­patch of the in­vi­ta­tions to the Gen­eral Meet­ing un­til the day af­ter the date of the meet­ing.



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