To maintain this broad base, the Articles of Association provide for the statutory restrictions summarized hereinafter.
As at 31 December 2012, Georg Fischer Ltd had 14,212 shareholders with voting rights (previous year: 13,966), most of whom reside in Switzerland. To maintain this broad base, the Articles of Association provide for the statutory restrictions summarized hereinafter.
Restriction on voting rights
The total number of votes exercised by one person for his own shares and shares for which he votes 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. In the year under review, no applications for exceptions were made.
The restriction of voting rights under § 4.10 of the Articles of Association may be revoked only by a resolution of the Annual Shareholders’ Meeting, passed by a twothirds 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, a member of a governing body, the independent proxy, or a proxy holder of deposited shares. Partnerships may be represented by a partner or authorized signatory, legal entities by a person authorized by law or the Articles of Association, 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.
The following resolutions of the Annual Shareholders’ Meeting require a majority greater than that laid down by law. 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 easing or revocation of restrictions on the transferability of shares,
- the introduction, expansion, easing or revocation of restrictions on voting rights,
- the conversion of registered shares into bearer shares,
- the removal from office of a quarter or more of the members of the Board of Directors,
- amendments to § 16.1 of the Articles of Association concerning the election and term of office of members of the Board of Directors,
- the removal of limitations in the Articles of Association regarding the resolutions passed by the Annual Shareholders’ Meeting, in particular those contained in § 12.
Convocation of the General Meeting of Shareholders
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 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. It is mentioned in the invitation to the Annual Shareholders’ Meeting.