Shareholders’ participation rights

Voting rights and proxy voting
One share entitles the holder to one vote at the Shareholders’ General Meeting. There is no restriction on voting rights. Shareholders may also exercise their voting rights by transferring their mandate in writing to another shareholder. Natural persons may not be legally represented by nonshareholders.

Statutory quorums
Unless the law or the company’s articles of incorporation stipulate that decisions be taken by a qualified majority, the Shareholders’ General Meeting takes decisions by means of an absolute majority of the votes cast, irrespective of the number of shareholders present or the number of votes. In the event of an equal number of votes, the Chairman has the casting vote, except in elections where the final decision will be taken by lots if need be. The adoption and amendment of the articles of incorporation and any decisions entailing an amendment.

Convening the Shareholders’ General Meeting/Inclusion of items on the agenda
The Shareholders’ General Meeting (GM), the company’s top body, is headed by the Chairman. Invitations to the GM are issued at least 20 days in advance of the meeting by means of a single announcement in the company’s publications. The invitation must contain the agenda of the meeting and the proposals by the Board of Directors and shareholders who called for the convocation of a Shareholders’ General Meeting or the discussion of an agenda item. Pursuant to a decision taken by the GM of 7 June 2002, shareholders representing shares with a par value of CHF 100 000 may demand the inclusion of an item on the agenda.

Shareholders’ rights
All shareholders are entitled to attend the Shareholders’ General Meeting. To participate and make use of their rights to vote and submit proposals, they must demonstrate their share ownership.

Entries in the register of shareholders
Since Phoenix Mecano only has bearer shares, no register of shareholders is kept.