Shareholders’ participation rights
Shareholders’ participation rights (such as rights with respect to voting and required quorums) are set down in the Swiss Code of Obligations, and this legal framework is supplemented by provisions in the Articles of Association of the Company. The Company’s Articles of Association do not provide for any higher quorums than the statutory thresholds under the Swiss Code of Obligations. The Articles of Association can be found on the Company’s website at www.comet.tech/en/investors/downloads.
Voting rights restrictions and representation
Each share that is registered carries one vote, subject to the provisions on nominee shareholders in article 5 of the Articles of Association. See also “Limitations on transferability and nominee registrations” above.
Attendance and proxy voting
In accordance with article 11 of the Articles of Association, the Board of Directors announces the record date (at which registration in the share register is required for participation in and voting at the Shareholder Meeting) and the details for participation. The share register is closed to new entries from the record date until and including the day of the Shareholder Meeting. No exception to this rule was made in the year under review nor at any previous Shareholder Meeting. Shareholders who sell their shares before the Shareholder Meeting are not entitled to vote the shares sold.
At the Annual Shareholder Meeting, the shareholders elect an independent proxy. The term of office of the independent proxy is one year, ending at the conclusion of the next Annual Shareholder Meeting. Re-election is permitted. A shareholder may be represented at the Annual Shareholder Meeting by the independent proxy, by the shareholder’s legal representative or – under a written power of attorney – by another shareholder entitled to vote. Powers of attorney and instructions may be given in writing or, to the independent proxy, may also be given electronically. The Board of Directors ensures that the shareholders have the opportunity to use electronic means to authorize and instruct the independent proxy.
Convocation of the General Meeting of Shareholders
The Articles of Association of the Company do not deviate from the statutory provisions on the convocation of general meetings of shareholders. For details, see article 8 of the Articles of Association, which can be found on the Company’s website at www.comet.tech/en/investors/downloads.
Inclusion of items on the agenda
Under article 8 paragraph 4 of the Company’s Articles of Association, shareholders representing at least 0.5% of the total share capital outstanding at the time may request items of business to be included in the agenda. Shareholders’ requests under article 699 para. 3 of the Swiss Code of Obligations to place business on the meeting agenda, and the actual shareholder proposal involved, must be submitted to the Board of Directors in writing no later than 35 days before the shareholder meeting in question. See article 8 paragraph 4 of the Articles of Association for details. The Articles of Association can be found on the Company’s website at www.comet.tech/en/investors/downloads.