International – English
Major shareholders
| (in %) | 31 Dec 20231 | 31 Dec 20221 |
|---|---|---|
| Dr h.c. Thomas Straumann | 15.7 | 16.3 |
| Dr h.c. Rudolf Maag | 10.2 | 10.3 |
| BlackRock Inc. (Group)2 |
7.2 | 7.3 |
| Simone Maag de Moura Cunha |
3.5 | 3.5 |
| Gabriella Straumann |
3.0 | 3.0 |
| TOTAL | 39.6 | 40.3 |
1 Or at last reported date if shareholdings are not registered in the share register
2 Not or only partially registered in the share register
1 Non-registered shareholders are not considered in this table
Entries in the share register
Share purchasers are entered in the share register as shareholders with voting rights if they have provided notice of their name and surname (for legal entities the company name), nationality, and address (for legal entities the registered office) and declared that the shares were acquired in their own name and for their own account and that there is no agreement on the redemption or return of corresponding shares and that the purchaser bears the economic risk associated with the shares. Purchasers who are not willing to make such declarations are registered as shareholders without voting rights. Nominees approved by the Board of Directors are recorded in the share register as shareholders with voting rights if such nominee has entered into an agreement with the company concerning their position and is subject to recognized banking or financial supervision. As of 31 December 2023, no nominee had asked for registration and voting rights.
There are no statutory rules concerning deadlines for entry in the share register. However, for organizational reasons, the share register is closed several days before the General Meeting. The cut-off date for inscriptions is announced in the invitation to the General Meeting.
Shareholders’ participation rights
Each share duly entered in the share register with voting rights entitles the shareholder to one vote, except for resolutions regarding the discharge of the Board of Directors or the Executive Management, where shareholders who have participated in any way in the management of the company have no voting rights. On 31 December 2023, approximately 65.2% (2022: 70.3%) of the issued capital was registered in the share register.
All shareholders may be represented at the General Meeting by a proxy. Proxies and directives issued to the independent voting representative may be given either in writing or online. Other voting representatives must have a proxy signed by hand by the shareholder. The Board of Directors decides whether proxies shall be recognized.
The independent voting representative is elected by the General Meeting for a term of office until the end of the next AGM and can be re-elected. In the case of a vacancy, the Board of Directors shall designate an independent voting representative for the next General Meeting.
Votes on resolutions and elections are held electronically. In case of technical difficulties, the meeting chair may order an open or written ballot.
Quorums
The General Meeting adopts its resolutions and holds its ballots by a majority of votes cast. Abstentions and invalid ballots are not taken into account. The legal provisions (in particular section 704 of the Swiss Code of Obligations) that stipulate a different majority are reserved.
Convocation of General Meetings, Agenda Proposals
The Shareholders’ General Meeting is convened by the Board of Directors within six months of the end of the business year. The Meeting may be held physically, by electronic means without a venue or as a hybrid meeting, provided that shareholders who are not present at the venue of the General Meeting may exercise their rights by electronic means. The 2024 meeting will be held on 12 April in Basel as a pure physical meeting.
Shareholders individually or jointly representing at least 5% of the share capital may request an extraordinary General Meeting. The request must be made to the Board of Directors in writing, stating the agenda items and proposals, and in the case of elections, the names of the proposed candidates.
Invitations to the General Meeting are to be sent out at least 20 days before the General Meeting either through publication in the Swiss Official Gazette of Commerce or in any form which allows proof by text. The date, beginning, type and place of the General Meeting, the name and address of the independent voting representative as well as the agenda items and proposals (including brief explanations) by the Board of Directors and, if the case may be, by shareholders who have requested the General Meeting, must be announced in the notice convening the General Meeting.
Shareholders who individually or jointly represent at least 0.5% of the share capital may ask for an item to be included in the agenda. If the notice of items to be included in the agenda fails to mention any deadline or if the Company waives publication of a notice of items to be included in the agenda, then such a request must be made in writing at least 45 days before the General Meeting and must indicate the agenda items and the proposal or the proposals of the shareholder(s).