6 Shareholders’ Participation Rights
6.1 Restriction and Representation of Voting Rights
Each share entitles its holder to one vote at the Annual General Meeting. When exercising their right to vote, no shareholder shall be able to vote, with respect to their own shares or shares represented by a proxy, directly or indirectly, with more than 3 % of the registered share capital entered in the Commercial Register. This limitation on voting rights does not apply to corporate proxies (Article 689c of the Swiss Code of Obligations), independent proxies (Article 689c of the Swiss Code of Obligations), depositaries (Article 689d of the Swiss Code of Obligations) or 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.
Legal entities or partnerships that are interrelated through capital ownership, voting rights or uniform ma- nagement 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 only be represented at the General Meeting of Shareholders by their legal representative, another shareholder with the right to vote, the corporate proxy, the independent proxy or a depositary. 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 Annual 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. The limitations outlined above shall also not 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 exercising 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.
6.2 Statutory Quorums
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). 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 any changes to the company’s purpose;
- 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 company’s registered office;
- the dissolution of the company through liquidation or by merger.
6.3 Convening the General Meeting of Shareholders
The Ordinary General Meeting of Shareholders is convened in accordance with the relevant legal requirements. It 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 the Board of Directors or the external auditors deem this appropriate. The convention of an Extraordinary General Meeting of Shareholders may also be demanded by shareholders representing at least 10 % of share capital, provided this is done jointly and in writing stating the item(s) to be discussed and the corresponding proposal(s) or, in the event of elections, the name(s) of the candidate(s) proposed.
Every registered shareholder receives a personal invitation to attend, a detailed meeting agenda and notes on the various agenda items at least 20 days in advance of the meeting concerned. The agenda for the Ordinary General Meeting of Shareholders will also be published in various Swiss newspapers and on the internet at www.kuoni-group.com/agm.
Shareholders representing shares with a nominal value of at least CHF 20 000 are entitled to demand that an item be included on the agenda of a General Meeting of Shareholders up to 45 days before the meeting concerned. This request must be submitted in writing, and must also specify the motion(s) to be put to the meeting. The submission deadline for the Ordinary General Meeting of Shareholders will be published at www.kuoni-group.com/agm.
6.5 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.