General Meeting
Convening
The General Meeting is held within six months after the end of the financial year (31 December). It is convened by the Board of Directors (or, if necessary by the external auditors, liquidators or by the representatives of the bondholders). One or more shareholders who together represent at least 5% of the Company’s share capital or the voting rights may convene a General Meeting. Shareholders who together represent at least 0.5% of the Company’s share capital or voting rights may request that an item be placed on the agenda of a General Meeting, provided they submit details thereof to the Company at least 50 calendar days in advance of the General Meeting.
Calling
The General Meeting is called at least 20 calendar days in advance through publication in the Swiss Official Gazette of Commerce. Invitations to the General Meeting and supporting materials are published on the Company’s website.
Voting rights and representation of shares
Only those Shareholders entered in the share register as Shareholders with voting rights until the record date designated by the Board of Directors (and as indicated in the invitation to the General Meeting) are entitled to vote at the General Meeting. Shareholders entitled to vote are entitled to give a proxy to a third party (who is not a Shareholder) or give voting instructions to the Independent Proxy (Christian Hochstrasser, c/o ThomannFischer, Elisabethenstrasse 30, 4010 Basel, Switzerland) via the available electronic voting platform available or in writing. All early voting on the electronic voting platform and all written instructions sent to the Company are deemed an authorization and instruction of the Independent Proxy. The Independent Proxy informs dsm-firmenich only within the limits of Swiss law about voting trends (i.e., keeps all instructions received as confidential until three working days prior to the General Meeting).
The 2024 General Meeting will be held in a hybrid format, i.e., physically in Kaiseraugst (Switzerland), but with the option for Shareholders to attend virtually with full participation possibilities. Shareholders wishing to attend virtually must notify their willingness to participate in the meeting no later than the date and time indicated in the invitation to the General Meeting.
Powers and quorum
The General Meeting is the supreme governing body of the Company. Its powers are listed in Art. 10 of the Articles of Association. Unless otherwise stipulated by law or by the Articles of Association, resolutions are passed by an absolute majority of the votes represented at the General Meeting. Art. 16 of the Articles of Association lists the resolutions that require a qualified majority of the votes.