6. Shareholders’ participation rights

6.1 Voting rights, restrictions and representation

All shareholders registered on the relevant cut-off date may participate in and vote at the Annual General Meeting of Shareholders. There are no restrictions on the right to vote of shareholders entered in the Share Register by this time. Each share has one vote.

Registration as a shareholder with voting rights may be refused (i) to shareholders which, when requested to do so by Implenia Ltd., do not expressly declare that they acquired and hold the shares in their own name and for their own account or, if acting as nominees, they do not declare in writing that they are prepared to reveal the names, addresses and number of shares held of the persons for whom they hold the shares, or if they do not immediately disclose this information on first request (Art. 7 Para. 4a of the Articles of Association), (ii) if the recognition of a purchaser as a shareholder of Implenia Ltd. may prevent Implenia from providing the proof required by law concerning the composition of its body of shareholders (Art. 7 Para. 4b of the Articles of Association).

As mentioned above, the Board of Directors may also reach agreements with nominees about their disclosure obligations (see section 2.6 above and the Registration Regulations).
http://www.implenia.com/en/investor-relations/shares/regulations.html

No exceptions were granted during the year under review.

The above restrictions on registration and voting rights prescribed by the Articles of Association can be removed by changing the Articles of Association. This requires a resolution by the General Meeting of Shareholders adopted by at least two thirds of the votes represented at the meeting and an absolute majority of the nominal value of shares represented at the meeting (Art. 16 Para. 1 of the Articles of Association).

In accordance with Art. 13 Para. 3 of the Articles of Association, shareholders who cannot take part in the General Meeting in person may be represented by another shareholder with voting rights (using a written power of proxy) or by their legal representative. Company representation and custodian representation pursuant to Art. 689c and 689d of the Swiss Code of Obligations are not allowed (Art. 11 VegüV). Pursuant to Art. 13 Para. 5 of the Articles of Association, the Chairman of the General Meeting of Shareholders shall decide on the admissibility of any proxies. The general instruction to vote with the Board of Directors on proposals announced or not announced in the invitation shall be regarded as a valid instruction for the exercise of voting rights.

Pursuant to Art. 13 Para. 4 of the Articles of Association, minors and persons in guardianship may be represented by their legal representative, married persons by their spouse and legal entities by an authorised signatory or by another authorised representative; this applies even if such representatives are not shareholders of the company. The chairperson of the General Meeting of Shareholders shall decide on the admissibility of a representative (Art. 13 Para. 5 of the Articles of Association).

At the Annual General Meeting of Shareholders on 22 March 2017 it will once again be possible to issue instructions and powers of attorney electronically.

The Articles of Association include no further regulations about the issuing of instructions to the independent proxy or electronic participation in the General Meeting. The applicable rules are set out in the invitation to the meeting.

6.2 Statutory quorums

The General Meeting of Shareholders makes its resolutions by the majorities stipulated by law. The Articles of Association do not stipulate any different majorities, except for the one needed for the removal or simplification of the restriction on the transferability of shares, which requires a resolution of the General Meeting approved by at least two thirds of the votes represented and an absolute majority of the nominal value of shares represented (Art. 16 Para. 1 of the Articles of Association). Resolutions about mergers, demergers and transformations are governed by the provisions of the Swiss Mergers Act.

6.3 Convocation of the General Meeting of Shareholders

The Annual General Meeting of Shareholders takes place each year no later than six months after the end of the financial year (Art. 10 Para. 2 of the Articles of Association). It is convened by the Board of Directors and the invitation must be published in the Swiss Commercial Gazette at least 20 days before the meeting together with the agenda items and proposals. Holders of registered shares may also be informed in writing (Art. 10 Para. 1 and Art 11 Para. 1 of the Articles of Association). The Board of Directors decides on the location of the General Meeting of Shareholders.

The invitations to and minutes of General Meetings are posted on the Implenia website.
http://www.implenia.com/en/investor-relations/general-meeting.html

6.4 Inclusion of items on the agenda

In accordance with Art. 11 Para. 2 of the Articles of Association, shareholders representing at least 1% of the issued share capital can propose an item for the agenda. Such a request, together with details of the proposals, must be received in writing by the Board of Directors at least 45 days before the General Meeting.

6.5 Entry in the Share Register

Shareholders who are entered with voting rights in the Share Register on the relevant cut-off date will be sent an invitation to the General Meeting. The cut-off date for acquiring the right to vote at the General Meeting of Shareholders is set by the Board of Directors, based on Art 13. Para 2. of the Articles of Association. The dates concerned are stated in the invitation to the meeting.

The Articles of Association, containing the precise wording of the provisions mentioned above, can be found on Implenia’s website.
http://www.implenia.com/en/about-us/corporate-governance/articles-of-association.html