Additional information

Shareholders’ participation rights

Voting rights, voting rights restrictions and representation: each registered share A and each registered share B has one voting right. Shareholders can be represented by other persons (natural persons or legal entities) through a written Power of Attorney.

Statutory quorums: the Articles of Association of Vetropack Holding Ltd specify only the legal requirements as laid out in articles 703 and 704 of the Swiss Code of Obligations (CO).

Convocation of the AGA: the invitation is issued at least 20 days prior to the date of the assembly. The invitation informs shareholders of business items to be negotiated during the assembly, as well as motions proposed by the BoD and by shareholders who have requested that a business item be placed on the agenda. Extraordinary General Assemblies (EGAs) are convened as necessary and as defined by legal precedent. Shareholders having at least 5% of the total share capital or votes at their disposal can request convocation of an EGA at any time, provided that the motions are submitted to the BoD in writing.

Requests for inclusion on the agenda: shareholders who together have at least 0.5% of the share capital or votes at their disposal can request that a business item is placed on the agenda. Requests for inclusion on the agenda must be submitted in writing to the Chairman of the BoD at least 40 days prior to the AGA.

Transfer provisions: neither ownership nor transfer restrictions exist for registered shares A. Transfers of registered shares B must be reported to the Shareholders’ Office of Vetropack Holding Ltd and approved by the BoD.

Offer obligation and change-of-control clauses: there is no statutory regulation on ‘opting-out’ or ‘opting-up’. There are no clauses on changes of control in favour of members of the BoD and the MB.

Notice period: contracts of employment with a maximum notice period of one year are in place for the MB members (cf. article 22 of the Articles of Association).

Auditors

Mandate: Ernst & Young Ltd has been the statutory and Group auditor for Vetropack Holding Ltd since 1995. The Head Auditor has been responsible for the auditing mandate since 2020. The Head Auditor is changed every seven years.

Fees: Ernst & Young Ltd invoiced the Vetropack Group CHF 0.5 million in the reporting year for auditing the individual financial statements and the consolidated financial statements, together with CHF 0.1 million for other services. For the 2023 fiscal year, all affiliates of the Vetropack Group were audited by Ernst & Young Ltd.

Supervisory and control instruments vis-à-vis the External Auditors: at the ordinary November meeting, the entire BoD reviews the scope and key aspects of the external audit, including key issues regarding the audit of the internal control system for the current year. At the ordinary March meeting, BoD members are informed of audit results both in writing (Auditor’s Report, Group Auditor’s Report, Explanatory Notes) and verbally (the Head Auditor attends the BoD meeting). In February, the main points and results of audits carried out at subsidiaries are also discussed with the local auditors at the ordinary meetings of the governing body of each subsidiary. The Chairman of the BoD is present at these meetings. With the help of the above-mentioned information sources, the BoD assesses both the statutory auditors’ and Group auditors’ performance and independence at its March meeting each year. The BoD also analyses the development of external audit costs (multiple year comparison) each year.

Information policy

Vetropack Holding Ltd provides information through the following channels: Annual Report, Annual Press Conference, Annual General Assembly, Semi-Annual Report and press releases. Current information is available via the company’s website at www.vetropack.com.

Press releases are published in the “News” section of the website (http://www.vetropack.com/en/vetropack/news/). Information on key figures, financial publications, the financial agenda, newsletters, the Articles of Association of Vetropack Holding Ltd., the minutes of the last AGA and contact details is published in the Investor relations section (http://www.vetropack.com/en/vetropack/investor-relations/vetropack-in-figures/).

By registering for the newsletter (push email), anyone interested will automatically receive an email referring them to newly released investor relations information on the company’s website (http://www.vetropack.com/en/vetropack/investor-relations/news-service/).

General blocking periods

Vetropack’s internal policy defines the following general blocking periods within which it is prohibited to conduct direct or indirect stock exchange transactions with securities of Vetropack Holding Ltd:

From 1 January up to and including the trading day on which the year-end figures are published.

From 1 July up to and including the trading day on which the semi-annual figures are published.

The blocking periods apply to the members of the Board of Directors of Vetropack Holding Ltd and the Extended Management Board, as well as relevant employees who have access to confidential information in connection with the preparation and communication of the annual financial statements and the semi-annual financial statements.

Contact address

Shareholders’ Office
Segetis AG
Investor Relationship Management
Platz 4
6039 Root D4

Switzerland