As at December 31, 2007, Georg Fischer Ltd had 12,308
[previous year: 10,848] shareholders with voting rights, most of
whom reside in Switzerland. To maintain this broad base, the
Articles of Association provide for the statutory restrictions
summarized hereinafter.
Restriction on voting rights
Proxy voting
Statutory quora
Convocation of the General Meeting of Shareholders
Agenda
Entries in the share register
Restriction on voting rightsThe total number of votes
exercised by one person for his own shares and shares for which
he votes by proxy may not exceed 5 percent of the votes of the
company’s total share capital. Persons or legal entities bound by
capital or voting rights or by joint management or otherwise or
acting in concert for the purpose of circumventing this provision
are regarded as one person. The Board of Directors may approve
exceptions to this rule. It decides on a case-by-case basis. No such
applications were received during the year under review.
The restriction of voting rights under § 4.10 of the Articles of
Association may be revoked only by a resolution of the General
Meeting of Shareholders, passed by a two-thirds majority of
shares represented and an absolute majority of the par value of
shares represented.
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Proxy votingA shareholder may, on the basis of a written
power of attorney, be represented at the General Meeting of
Shareholders by another shareholder entitled to vote, a member
of a governing body, the independent proxy, or a proxy holder of
deposited shares. Partnerships may be represented by a partner
or authorized signatory, legal entities by a person authorized by
law or the articles of association, married persons by their spouse,
wards by their legal guardians and minors by their legal
representative, regardless of whether such representatives are
shareholders or not.
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Statutory quoraThe following resolutions of the General
Meeting of Shareholders require a majority greater than that laid
down by law. At least two-thirds of the shares represented and an
absolute majority of the par value of shares represented must be
in favor of:
- the easing or revocation of restrictions on the
transferability of shares,
- the introduction, expansion, easing or revocation of
restrictions on voting rights,
- the conversion of registered shares into bearer shares,
- the removal from office of a quarter or more of the
members of the Board of Directors,
- amendments to § 16.1 of the Articles of Association
concerning the election and term of office of members
of the Board of Directors,
- the removal of limitations in the Articles of Association
regarding the resolutions passed by the General Meeting
of Shareholders, in particular those contained in § 12.
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Convocation of the General Meeting of ShareholdersNo
regulations which deviate from those laid down by law exist.
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AgendaShareholders representing a minimum of 0.3 percent
of the share capital may request that an item be added to the
agenda. The application must be submitted in writing no later than
60 days before the meeting and must specify the item to be discussed
and the shareholder’s proposal.
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Entries in the share registerThe deadline for entering
shareholders in the share register with regard to attendance at the
General Meeting of Shareholders is around ten days before the
date of the General Meeting of Shareholders. It is stated in the
invitation.
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