Shareholdersʼ participation rights
Restriction and representation of voting rights
Each share entitles its holder to one vote at the General Meeting of Shareholders. When exercising the right to vote, no shareholder shall be able to vote, directly or indirectly, with more than 3% of the registered share capital entered in the Commercial Register; this 3% includes their own shares and shares represented by proxy. This limitation on voting rights does not apply to the independent proxy or to shareholders registered in the share register as shareholders with voting rights for more than 3% of the registered share capital entered in the commercial register in accordance with articles 5 paragraph 9 of the Articles of Incorporation.
Legal entities or partnerships that are interrelated through capital ownership, voting rights or uniform management or that are otherwise linked with one another, as well as individual persons or legal entities or partnerships acting in concert for the purpose of circumventing the limitation on registration in the share register are regarded as one single shareholder for the purposes of the preceding paragraph.
The Board of Directors of Kuoni Travel Holding Ltd issues procedural rules regarding participation in and representation at the General Meeting of Shareholders. A shareholder may be represented at the General Meeting of Shareholders by his legal representative, by representatives acting under written proxies that need not be shareholders, or the independent proxy. All the shares held by a shareholder may be represented by one person only.
The members of the Board of Directors of Kuoni Travel Holding Ltd who are present at the General Meeting of Shareholders decide whether powers of attorney are to be recognised.
The vested rights of the shareholders entered in the share register on 25 February 1995 (including those of their legal successors by virtue of the devolution or partition of an estate, a matrimonial property regime or merger with or incorporation into a directly controlled, wholly owned holding company) remain intact. Neither do the limitations outlined above apply to shares which have been or will be acquired by the shareholders entered in the share register on 25 February 1995 or their legal successors as defined above through the exercise of subscription, warrant, option or conversion rights arising from the shares entered in the share register on 25 February 1995 and any shares derived therefrom.
Based on article 14 of the Articles of Incorporation the General Meeting of Shareholders elects an independent proxy. Private individuals, legal entities and partnerships are eligible for election. The independent proxy must be independent in fact and in appearance; article 728 para. 2–6 CO is applicable.
The term of office of the independent proxy ends with the closing of the Annual General Meeting of Shareholders following the election of the independent proxy. Re-election is admissible.
If Kuoni Travel Holding Ltd has no independent proxy, the Board of Directors designates an independent proxy for the next General Meeting of Shareholders. The General Meeting of Shareholders may dismiss the independent proxy with effect as from the end of the General Meeting of Shareholders. The independent proxy exercises his or her duties in accordance with the applicable legal provisions.
The Board of Directors makes sure that the shareholders may give to the independent proxy 1. instructions with respect to each motion contained in the invitation concerning agenda items; and 2. general instructions with respect to unannounced motions to agenda items as well as to new agenda items pursuant to article 700 para. 3 CO.
Kuoni Travel Holding Ltd further makes sure that the shareholders may submit their proxies and their instructions, also by electronic means, to the independent proxy at the latest until 4 p.m. on the second working day prior to the date of the General Meeting of Shareholders. Compliance with this term is determined based on the receipt of the proxy and the instructions by the independent proxy. The Board of Directors determines the procedures for giving proxies and instructions by electronic means.
The independent proxy is obligated to vote the shares for which it received proxies in accordance with the instructions given. If he or she has not received any instructions with respect to votes, he or she abstains from voting the respective shares.
Granting a proxy to the independent proxy does not constitute a violation of the limitation of voting rights according to Article 13 paragraph 1 of the Articles of Incorporation and not formation of a group in the sense of paragraph 2 of the mentioned provision. Each shareholder remains to be bound unconditionally to the provisions about the limitation of voting rights, also in the case of a proxy to the independent proxy.
If the independent proxy is not in a position to act or if Kuoni Travel Holding Ltd has no independent proxy, the proxies and instructions given are regarded as given to the independent proxy determined by the Board of Directors pursuant to paragraph 8.
As a general principle, the General Meeting of Shareholders votes and passes resolutions by an absolute majority of the votes in favour and votes against cast (excluding abstentions). In the event of a tie, the Chairman shall have the casting vote. The following resolutions of the General Meeting of Shareholders require at least two-thirds of the votes represented and an absolute majority of the nominal value of the shares represented to be passed:
- amendments to the Articles of Incorporation, including the change to the companyʼs purpose, except for the Articles in Section IV of the Articles of Incorporation. These articles 25–28 can be modified by absolute majority in accordance with Article 15 of the Articles of Incorporation;
- the creation of shares with privileged voting rights;
- limiting or relaxing the transferability of registered shares;
- an authorised or conditional capital increase;
- a capital increase through the conversion of capital surplus, in return for a non-cash contribution or for the purposes of acquiring property and granting special rights;
- limiting or revoking pre-emptive rights;
- changes to the location of the companyʼs registered office;
- the dissolution of the company through liquidation or by merger.
Voting on resolutions and elections shall be made electronically unless the Chairman orders otherwise. Electronic elections and resolutions shall be legally on a par with written resolutions and elections.
Convening the annual general meeting of shareholders
The General Meeting of Shareholders is convened in accordance with the relevant legal requirements. The Annual General Meeting of Shareholders is generally convened in April and must be held within six months of the end of the financial year to which it relates. An Extraordinary General Meeting of Shareholders can be convened if necessary by the Board of Directors or the external auditors. The convention of an Extraordinary General Meeting of Shareholders may also be demanded by shareholders representing at least 3% of share capital, provided this is done jointly and in writing stating the items to be discussed and the corresponding proposals or, in the event of elections, the names of the candidates proposed.
The Meeting is convened by a single announcement in the official publication. Registered shareholders may also be informed in writing. No later than 20 days before the Annual General Meeting of Shareholders the Annual Business Report and the Auditorsʼ Report as well as the Compensation Report including the examination report by the auditors are made available for inspection by the shareholders at the registered office of the company. Shareholders shall be informed in writing of their right of inspection in the convening notice. The agenda is also published in various Swiss newspapers and on the Kuoni Group website.
Shareholders representing shares with a nominal value of CHF 20 000 or more can demand that an item be included on the agenda of a General Meeting of Shareholders up to 30 days before the meeting concerned. This request must be submitted in writing, and must also specify the motions to be put to the meeting. The submission deadline is published on the website.
Entry in the share register
All shareholders entered in the share register as shareholders with voting rights up to three working days before a General Meeting of Shareholders may vote at the meeting concerned. Shareholders who sell their shares before the General Meeting of Shareholders takes place are no longer entitled to vote. Shareholders who buy additional shares or sell part of their shareholding after their meeting admission card has been issued must exchange the card sent to them at the information desk on arriving at the meeting concerned.