Shareholdersʼ 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). Legal entities and partnerships who are combined or associated in terms of capital or votes or by single management or in a similar way, as well as natural persons, legal entities, and partnerships that act jointly or in a coordinated way, shall count as one person. The Board of Directors may enact specific regulations for justified cause. Shareholders who were already entered in the share register at the time of the introduction of the aforementioned provision, as well as purchasers or usufructuaries, shall be excluded from the limitation of voting rights.

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 Shareholdersʼ Meeting

According to Art. 14 para. 4 of the Articles of Association, shareholders entered in the share register with voting rights may have their shares represented by a person with written auth­orization from them 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.

Independent Proxy and electronic voting

Anwaltskanzlei Keller AG, Zurich, was elected as the Independent Proxy by the 2024 AGM for the period until the completion of the 2025 AGM.

Sonova Holding AG offers shareholders the option of using an online platform for granting proxy and providing voting instructions to the Independent Proxy electronically.

The Board of Directors determines the venue of the General Shareholdersʼ Meeting. In case the Board of Directors may determine to hold a virtual or hybrid General Shareholdersʼ Meeting, shareholders who are not present in person may exercise their rights by electronic means (Art. 12a para. 2 of the Articles of Association).

Statutory quorums

According to Art. 15 of the Articles of Association, resolutions and elections by the Annual General Shareholdersʼ Meeting require the approval of a relative majority of the votes cast, except as otherwise provided by law or the Articles of Association.

Convocation of the General Shareholdersʼ Meeting

The ordinary Annual General Shareholdersʼ Meeting is held within six months following the close of the financial year.

Extraordinary General Shareholdersʼ Meetings may be called as often as necessary, especially if required by law.

General Shareholdersʼ Meetings are convened by the Board of Directors and, if necessary, by the auditors. Shareholders with voting rights, who together represent at least 5% of the share capital or votes, may issue a written demand to the Board of Directors to convene an Extraordinary General Shareholdersʼ Meeting, indicating the matters to be discussed and the corresponding proposals, and, in case of elections, the names of the nominated candidates (Art. 11 of the Articles of Association).

Inclusion of items on the agenda

According to Art. 12 para. 3 of the Articles of Association, shareholders with voting rights who represent at least 0.5% of the share capital or the votes may demand that an item be included on the agenda with a statement of the motions or that a motion relating to an agenda item be included in the invitation convening the General Shareholdersʼ Meeting. Such requests must be addressed in writing to the Chair 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 Annual General Shareholdersʼ Meeting, which is scheduled to be held on June 10, 2025. Admission cards and voting forms are sent to shareholders during this period. The shares can be traded at any time and are not blocked. For detailed information, we refer to the invitation to the 2025 AGM.