Integrated
Annual Report 2016

6. Participatory rights of shareholders

6.1 Voting rights restrictions and representation

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 held by the com­pany do not en­ti­tle the holder to vote.

Share­hold­ers can be rep­re­sented at the Gen­eral Meet­ing only by their legal rep­re­sen­ta­tive, an­other vot­ing share­holder or the in­de­pen­dent proxy in ac­cor­dance with the com­pany’s Ar­ti­cles of In­cor­po­ra­tion. The com­pany recog­nises only one rep­re­sen­ta­tive per share.

The Board of Di­rec­tors de­ter­mines the re­quire­ments con­cern­ing pow­ers of at­tor­ney and in­struc­tions in ac­cor­dance with the legal pro­vi­sions and can issue reg­u­la­tions to this ef­fect.

For lim­i­ta­tions on trans­fer­abil­ity and nom­i­nee reg­is­tra­tions, see Cor­po­rate Gov­er­nance, 2. Cap­i­tal struc­ture, Clause 2.6 Lim­i­ta­tions on trans­fer­abil­ity and nom­i­nee reg­is­tra­tions.

6.2 Quorums required by the Articles of Incorporation

The com­pany’s Ar­ti­cles of In­cor­po­ra­tion do not stip­u­late any res­o­lu­tions of the Gen­eral Meet­ing that can be passed only by a larger ma­jor­ity than that en­vis­aged by law.

6.3/6.4 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 and may be made by any share­holder dur­ing a Gen­eral Meet­ing with­out prior an­nounce­ment. 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 be­fore the Gen­eral Meet­ing in writ­ing by stat­ing the items of the agenda and the mo­tions.

Fur­ther­more, out­side a Gen­eral Meet­ing, one or more share­hold­ers rep­re­sent­ing to­gether at least 3% of the share cap­i­tal may jointly re­quest that an ex­tra­or­di­nary Gen­eral Meet­ing is called. This is made in writ­ing by in­di­cat­ing the agenda items and the mo­tion, and in the case of elec­tions the names of the pro­posed can­di­dates.

6.5 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.