Voting-Rights Restrictions and Representation
Only persons with valid entries in the share register are recognized as shareholders or usufructuaries. A shareholder may only be represented at the Annual General Meeting by a legal representative, another shareholder entitled to vote or the independent proxy. Persons who do not declare to have acquired their shares in their own name and for their own account are considered “nominees” and will only be entered with voting rights in the share register up to a maximum of 2% of the share Lonza Articles of Association capital, unless the actually entitled persons are revealed. The details are set out in Article 6 of the Lonza Articles of Association. This restriction may only be removed by a resolution of a Shareholders’ Meeting with a quorum in accordance with Swiss law.
Each share has the right to one vote. The shares held by Lonza are not entitled to vote at the Annual General Meeting and bear no dividend.
Lonza may use an electronic voting system for all the resolutions to be taken at its Annual General Meetings. The Lonza Articles of Association do not contain any other rules on electronic participation in the Shareholders’ Meeting, nor specific rules on the issue of instructions to the independent proxy.
Except as otherwise stipulated by law, an absolute majority of the votes represented at the Annual General Meeting is required for resolutions and elections.
For certain important matters such as a change of the company purpose and domicile, the dissolution of the company without liquidation, and certain matters relating to capital changes, Article 704 of the Swiss Code of Obligations requires at least two-thirds of the voting rights represented and an absolute majority of the nominal value of shares represented.
Convocation of Shareholders’ Meetings
Ordinary Shareholders’ Meetings are called in accordance with the law and the Lonza Articles of Association. Extraordinary Shareholders’ Meetings must be called upon resolution of a Shareholders’ Meeting or if demanded by one or more shareholders representing at least 5% of the share capital. Lonza posts the invitation to shareholders at least 20 days before the Annual General Meeting and publishes it on its website, as well as in the Swiss Official Gazette of Commerce.
One or more shareholders representing together shares with a par value of CHF 100,000 may request an item to be included in the agenda of a Shareholders’ Meeting. The request to include an item must be submitted in writing at least 40 days before the meeting, stating the item to be included and the motions.
Entry in the Share Register
Purchasers of Lonza shares may submit a request to be entered, without limitation, as shareholders with voting rights in the share register, provided they expressly declare that they have acquired these shares in their own name and on their own account. Special rules exist for persons who do not expressly declare in the entry application that they hold the shares on their own account (nominees) (see Limitations on Transferability and Nominee Registrations).
There are no special rules in the Lonza Articles of Association concerning a deadline for entry in the share register. The share register will this year be closed on 20 April 2018 at 17:00 Swiss time.