Shareholders’ participation rights
Voting rights and representation restrictions
Voting rights restrictions
When exercising voting rights, no shareholder can combine, with their own and represented shares, more than 10% of the total number of shares as shown in the Commercial Register (Art. 14 para. 2 of the Articles of Association, available at http://www.sonova.com/en/investors/articles-association). Linked parties are considered as one person. This voting right restriction does not apply to founding shareholders. The Board of Directors may approve other exceptions if it has good reason to do so, in which case no special quorum is required.
Exceptions granted in the year under review
During the reporting period, no exceptions to the above-listed rules were granted.
Statutory rules on participation in the General Shareholders’ Meeting
According to Art. 14 para. 4 of the Articles of Association, every shareholder entered in the share register with voting rights may have his shares represented by a person with written authorization from him who does not need to be a shareholder, or by the Independent Proxy. All the shares owned by a shareholder can only be represented by one person.
The Articles of Association are available at http://www.sonova.com/en/investors/articles-association.
Independent Proxy and electronic voting
Andreas G. Keller was elected as the Independent Proxy by the AGM 2017 for the period until completion of the AGM 2018.
Sonova Holding AG offers shareholders the option of using an online platform and to grant proxy and provide voting instructions to the Independent Proxy electronically.
According to Art. 15 of the Articles of Association, resolutions and elections by the General Shareholders’ Meeting require the approval of a relative majority of the votes cast, taking voting right restrictions into account, except as otherwise provided by law or the Articles of Association (available at http://www.sonova.com/en/investors/articles-association).
Convocation of the General Shareholders’ Meeting
The ordinary AGM is held within six months following the close of the financial year.
Extraordinary General Shareholders’ Meetings may be called as often as necessary, especially if required by law.
General Shareholders’ Meetings are convened by the Board of Directors and, if necessary, by the auditors. Shareholders with voting rights, who together represent at least 10% of the share capital, may request that the Board of Directors convene an Extraordinary General Shareholders’ Meeting, provided that they do so in writing and set forth the reason for the meeting (Art. 11 of the Articles of Association; http://www.sonova.com/en/investors/articles-association).
Inclusion of items on the agenda
According to Art. 12 para. 3 of the Articles of Association (available at http://www.sonova.com/en/investors/articles-association) Shareholders with voting rights who represent at least 1% of the share capital may request that an item be put on the agenda for discussion by indicating the proposal or motion. Such requests must be addressed in writing to the Chairman of the Board of Directors no later than 60 days before the meeting.
Registration in the share register
For administrative reasons, the share register is closed approximately one week prior to the date of the General Shareholders’ Meeting (the exact date is communicated in the invitation to the General Shareholders’ Meeting). Admission cards and voting forms are sent to shareholders during this period. The shares can be traded at any time and are not blocked.