Business report > Corporate governance
6. Participatory rights of the shareholders
Voting rights and representation restrictions
Upon request and presentation of evidence of the transfer, acquirers of shares are registered as shareholders with voting rights in the share register if they explicitly declare to hold the shares in their own name and for their own account. The Articles of Incorporation provide for the registration of a maximum of 3% of the shares held by nominees, which may be permitted by the Board of Directors. The Board of Directors may register nominees as shareholders with voting rights in excess of such registration limitation, provided the nominees disclose detailed information and shareholdings of the persons for which they hold 0.5% or more of the share capital.
No exceptions to these rules were granted in the year under review.
The voting right may be exercised only if the shareholder is recorded as a voting shareholder in the share register of Geberit AG. Treasury shares do not entitle the holder to vote.
With respect to the participation in the General Meeting, there are no regulations in the Articles of Incorporation that deviate from the law.
Quorums required by the Articles of Incorporation
The rules relating to quorums set forth in the Articles of Incorporation correspond to the legal minimum requirements.
Convocation of the General Meeting of shareholders/agenda
The General Meeting is convened by the Board of Directors at the latest 20 days before the date of the meeting. No resolutions may be passed on any subject not announced in this context. Applications to convene an extraordinary General Meeting or for the performance of a special audit are exempt from this rule. Shareholders representing shares with a par value of CHF 4,000 may demand inclusion of items on the agenda. Such requests must be made at least 45 days prior to the General Meeting in writing by stating the items of the agenda and the motions.
Furthermore, one or more shareholders representing together at least 10% of the share capital may jointly request that an extraordinary shareholders' meeting is called. This is made in writing by indicating the agenda items and the motions, and in the case of elections the name of the proposed candidates. The Board of Directors proposes to reduce this percentage from 10% to 3% at the upcoming General Meeting on April 3, 2014.
Inscriptions into the share register
In the invitation to the General Meeting, the Board of Directors will announce the cut-off date for inscription into the share register that is authoritative with respect to the right to participate and vote.