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 exclusively reflect the legal requirements as laid out in Article 703(1) and Article 704 of the Swiss Code of Obligations (CO).

Convocation of the Annual General Assembly of Shareholders (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 holding at least 5% of the total share capital or voting rights are entitled to request the Board of Directors to convene an EGA at any time, provided they submit a written request stating the agenda items and purpose.

Requests for inclusion on the agenda: shareholders who together have at least 0.5% of the share capital or voting rights 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 approved by the BoD and reported to the Shareholders’ Office of Vetropack Holding Ltd.

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).