As of 31 December 2017, Georg Fischer Ltd had 12ʼ514 shareholders with voting rights (previous year: 12ʼ596), most of whom reside in Switzerland. To maintain this broad base, the Articles of Association of Georg Fischer Ltd provide for the statutory restrictions summarized hereinafter.
Restriction on voting rights
The total number of votes exercised by one person for their own shares and shares for which they vote by proxy may not exceed 5% of the votes of the company’s total share capital. Persons bound by capital or voting rights, by consolidated management, or otherwise acting in concert for the purpose of circumventing this provision are deemed to be one person.
The restriction of voting rights under § 4.10 of the Articles of Association of Georg Fischer Ltd may be revoked only by a resolution of the Annual Shareholders’ Meeting, passed by a two-thirds majority of the shares represented and an absolute majority of the par value of the shares represented.
A shareholder may, on the basis of a written power of attorney, be represented at the Annual Shareholders’ Meeting by another shareholder entitled to vote or the independent proxy. Shareholders can also confer powers of attorney and issue instructions to independent proxies electronically. Partnerships may be represented by a partner or authorized signatory, legal entities by a person authorized by law or the Articles of Association of Georg Fischer Ltd, married persons by their spouse, wards by their legal guardians, and minors by their legal representative, regardless of whether such representatives are shareholders or not.
For specific legal and statutory reasons (§ 12.2 of the Articles of Association of Georg Fischer Ltd), the following resolutions of the Annual Shareholders’ Meeting require a majority greater than the simple majority as laid down by law for votes. At least two-thirds of the shares represented and an absolute majority of the par value of the shares represented must be in favor of:
- –the cases listed in Art. 704 para. 1 CO
- –the alleviation or withdrawal of limitations upon the transfer of registered shares
- –the creation, extension, alleviation, or withdrawal of the voting restrictions
- –the conversion of registered shares into bearer shares
- –the amendments to § 16.1 of the Articles of Association of Georg Fischer Ltd
- –the removal of restrictions concerning the passing of resolutions by the Shareholders’ Meeting, particularly those of § 12 of the Articles of Association of Georg Fischer Ltd
Convocation of the Annual Shareholders’ Meeting
No regulations exist which deviate from those stipulated by law.
Shareholders representing a minimum of 0.3% of the share capital may request that an item be added to the agenda. The application must be submitted in writing no later than 60 days before the Annual Shareholders’ Meeting and must specify the item to be discussed and the shareholder’s proposal.
Entry in the share register
The deadline for entering shareholders in the share register with regard to attendance at the Annual Shareholders’ Meeting is around ten days before the date of the Annual Shareholders’ Meeting. The deadline is mentioned in the invitation to the Annual Shareholders’ Meeting.