Shareholders’ participation rights
Each registered share entitles the holder to one vote at the Annual General Meeting. Shareholders have the right to receive dividends and such other rights as are granted by the Swiss Code of Obligations. However, only shareholders entered in the Clariant share register may exercise their voting rights.
Voting rights and representation
A registered shareholder may be represented at the Annual General Meeting by another shareholder with the right to vote, a legal representative, a representative of one of Clariant’s governing bodies (Organvertreter), an independent proxy (unabhängiger Stimmrechtsvertreter), or a custodian (Depotvertreter). The shares held by any one shareholder may be represented by only one representative. Voting rights at Clariant are limited to 10 percent of the share capital in accordance with Article 12, paragraph 1 of the Articles of Association (www.governance.clariant.com). There are no special rules for waiving any voting rights restrictions laid down in the Articles of Association. The Articles of Association do not contain any rules on participation in the Annual General Meeting that differ from the standard terms proposed by law.
The quorums laid down in the Articles of Association correspond to Article 704 of the Swiss Code of Obligations.
Convocation of the Annual General Meeting
The Articles of Association do not contain any rules that differ from the standard terms proposed by law.
Proposal of agenda items for the 2013 Annual General Meeting
The Articles of Association do not contain any rules that differ from the standard terms proposed by law. Shareholders representing shares with a total par value of CHF 1 million have the right to submit requests that an item be included on the agenda, in writing, at least 45 days prior to the Annual General Meeting. With regard to the business year 2012, items to be included on the agenda for the 18th Annual General Meeting on 26 March 2013 must be submitted not later than 9 February 2013. Such requests must specify the item(s) to be included on the agenda and must contain a proposal on which the shareholder requests a vote.
Entries in the share register
There are no statutory rules concerning deadlines for entry in the share register. However, for practical reasons, the share register will be closed to entries several days before a shareholder meeting. With regard to the business year 2012, this applies as of Thursday, 21 March 2013. Shareholders who have been entered in the share register by Wednesday, 20 March 2013, may exercise their right to vote at the Annual General Meeting on Tuesday, 26 March 2013. There are no voting rights restrictions except those mentioned above.