Subject to Article 6 paragraph 2 of the Articles of Association, providing certain limitations on voting by nominees, each registered share entitles the holder to one vote at the Annual General Meeting. Shareholders have the right to receive dividends and such other rights as are granted by the Swiss Code of Obligations. However, only shareholders entered in the Clariant share register may exercise their voting rights.
Voting right restrictions and representation
A registered shareholder may be represented at the Annual General Meeting by another shareholder with the right to vote, a legal representative or by the independent proxy (unabhängiger Stimmrechtsvertreter). The shares held by any one shareholder may be represented by only one representative. There are no special rules for waiving any voting rights restrictions laid down in the Articles of Association. The Articles of Association also do not contain any rules on participation in the Annual General Meeting that differ from the standard terms proposed by law.
The quorums laid down in the Articles of Association correspond to those in Article 704 of the Swiss Code of Obligations.
Convocation of the Annual General Meeting
The Articles of Association do not contain any rules that differ from the standard terms proposed by law.
Proposal of agenda items for the 2018 Annual General Meeting
The Articles of Association do not contain any rules that differ from the standard terms proposed by law. Shareholders representing shares with a total par value of CHF 1 million have the right to submit written requests that an item be included on the agenda, at least 45 days prior to the 23rd Annual General Meeting on 19 March 2018. Items to be included on the agenda – with regard to the 2017 financial year – must be submitted no later than 31 January 2018. Such requests must specify the item(s) to be included on the agenda and must contain a proposal on which the shareholder requests a vote.
Entries in the share register
There are no statutory rules concerning deadlines for entry in the share register. However, for practical reasons, the share register will be closed to entries several days before a shareholder meeting. With regard to the financial year 2017, this applies as of Wednesday, 14 March 2018. Shareholders who have been entered into the share register by Tuesday, 13 March 2018, may exercise their right to vote at the Annual General Meeting on 19 March 2018. There are no voting rights restrictions except those mentioned above.