Shareholders’ participation rights
Annual General Meeting participation and voting rights restrictions
At the shareholders’ meeting, each share registered in the share register of SoftwareOne shall be entitled to one vote. For information on nominee registration, see section below.
Shareholders may personally represent their shares at the shareholders’ meeting or be represented by (i) a third person who does not need to be a shareholder by means of written proxy or (ii) by the independent proxy.
The BoD determines the requirements for proxies and instructions in accordance with the laws and regulations and may establish corresponding rules, which are discussed in this section.
Transferability, share register, nominee registration and registration limitations
SoftwareOne maintains a share register in which the owners, usufructuaries and nominees of registered shares are registered with name, address, and nationality (or in case of legal entities, the registered office). In relation to the company, only those shareholders, usufructuaries or nominees registered in the share register are recognised as shareholders, usufructuaries or nominees. The company only recognises one proxy per share.
Acquirers of shares, upon request and presentation of evidence of the transfer or establishment of the usufruct, are registered as shareholders with voting rights in the share register if they explicitly declare they hold the shares in their own name and for their own account.
Persons who do not expressly declare in the registration application that they hold the shares for their own account (nominees) shall, without further ado, be entered into the share register with voting rights up to a maximum of 3% of the total share capital outstanding. Above this threshold, nominees shall be registered as shareholders with voting rights, provided the respective nominees disclose the names, addresses, nationalities and shareholdings of the persons for which they hold 1% or more of the total share capital outstanding, provided there is compliance with notification duties pursuant to the FMIA, as amended.
The BoD is authorised to conclude agreements with nominees on their duties of notification and to grant exemptions from the regulation described in the paragraph above in individual cases.
SoftwareOne has the right to delete entries in the share register retroactively of the date of the entry, if the registration has been based on false information. It may give the relevant shareholder or nominee the opportunity to be heard in advance. The relevant shareholder or nominee is to be informed about the deletion without delay.
The BoD shall implement the necessary directions for maintaining the share register and it may issue corresponding regulations or guidelines. The BoD may delegate such tasks.
In the year under review, no exceptions were granted with respect to entry in the share register and no entries in the share register were deleted retroactively or otherwise.
According to Art. 10 of the AoI, the shareholders’ meeting annually elects an independent proxy. The independent proxy’s term of office begins on the day of election and ends at the end of the following ordinary shareholders’ meeting. Re-election is possible. If SoftwareOne does not have an independent proxy, the BoD shall appoint the independent proxy for the next shareholders’ meeting.
Pursuant to the Ordinance against Excessive Compensation in listed companies and SoftwareOne’s AoI, the Annual General Meeting of shareholders elects the independent proxy for a term ending at the conclusion of the next annual shareholders’ meeting. Re-election is possible.
At SoftwareOne’s AGM of shareholders held on 5 May 2022, Anwaltskanzlei Keller KLG, Zurich, Switzerland, was re-elected as the independent proxy for the term ending at the conclusion of the Annual General Meeting 2023.
Quorums required by the Articles of Incorporation
Except where the law or the AoI provide otherwise, the shareholders’ meeting passes its resolutions and holds elections by the absolute majority of the votes cast, excluding any abstentions, blank or invalid votes (see Art. 11 of the AoI).
A resolution of the shareholders’ meeting passed by at least two thirds of the votes represented at the meeting and the absolute majority of the nominal values of the shares represented at the meeting is required for:
(i) All resolutions according to Art. 704 of the Swiss Code of Obligations;
(ii) Resolutions regarding the release or cancellation of transfer restrictions of registered shares;
The Chairperson of the shareholders’ meeting determines the voting procedure.
Convocation of the Annual General Meeting of shareholders
The notice of the shareholders’ meetings shall be given by publication in the Swiss Official Gazette of Commerce (SOCG) at least 20 calendar days before the date of the meeting. The notice may also be sent by mail or e-mail to the shareholders, usufructuaries and nominees registered in the share register. The notice shall be issued by the BoD, or, if necessary, by the auditors.
The convocation notice shall include the agenda items and the proposals of the BoD as well as of the shareholders who have requested the convocation of a shareholders’ meeting or who have requested that a specific item be put on the agenda.
The Annual General Meeting of shareholders for the financial year 2022 was conducted without audience based on Art. 6a of the Swiss Federal Government’s ordinances on measures to fight COVID-19. Shareholders could exercise their rights exclusively through the independent proxy and personal attendance was not permitted.
Inclusion of items on the agenda
One or several shareholders that represent at least 3% of the share capital may also request to convene a shareholders’ meeting. In this case, the BoD must convene the meeting within 30 days. Shareholders representing at least 1% of the share capital may request items to be put on the agenda, provided the request is made at least 45 calendar days prior to the general meeting concerned. Convocation requests and requests for inclusion of agenda items need to be submitted to the BoD in written form, indicating the agenda items and proposals (see Art. 8 of the AoI).
No resolutions may be passed on motions concerning agenda items that have not been duly announced, except for motions to convene an extraordinary shareholders’ meeting, to initiate a special audit or to elect auditors upon a shareholders’ request.
No prior notice is required to submit motions relating to items already on the agenda and to discuss matters on which no resolution is to be taken.
Entries in the share register
In the invitation to the shareholders’ meeting, the BoD shall announce the record date for registration in the share register that is relevant with respect to the right to attend and vote (see Art. 5 of the AoI).