Shareholders’ participatory rights
Rieter imposes no voting restrictions.
Restrictions on share transfers and nominee registrations
Those persons who are entered in the shareholders’ register are recognized as voting shareholders. Rieter shares can be bought and sold without any restrictions. In terms of §4 of the Articles of Association, entry in the shareholder’s register can be denied in the absence of an explicit declaration that the shares are held in the applicant’s own name and for the applicant’s own account. There are no other registration restrictions.
Shares held in a fiduciary capacity are not entered in the shareholders’ register. As an exception to this rule, Anglo-Saxon nominee companies are entered in the register if the company in question has concluded a nominee agreement with Rieter. The nominee company exercises voting rights at the Annual General Meeting of shareholders. At Rieter’s request, the nominee is obliged to disclose the name of the person on whose behalf it holds shares.
General meetings of shareholders adopt resolutions with the absolute majority of voting shares represented. All amendments to the Articles of Association require at least a two-thirds majority of the votes represented.
Calling general meetings of shareholders, drawing up the agenda, voting proxies
General meetings of shareholders are convened in writing by the Board of Directors at least 20 days prior to the event, with details of the agenda, pursuant to §8 of the Articles of Association, and are published in the company’s official publication medium (Swiss Official Commercial Gazette). Pursuant to §9 of the Articles of Association, shareholders representing shares with a par value of at least 500 000 CHF can request the inclusion on the agenda of an item for discussion, with details of the relevant motions, by a closing date published by the company. Shareholders who do not attend general meetings in person can arrange to be represented by another shareholder, by the company or by the independent voting proxy.
Corporate Governance Report 2012 (English/PDF/252 KB)