Shareholders participatory rights

Shareholder rights relating to the remuneration of the Board of Directors and the Group Executive Committee are described in the Remuneration Report of this Annual Report.

Proxy voting

A shareholder may be represented at the Annual General Meeting by his legal representative, by a proxy of his choice or by the independent voting proxy. All shares held by a shareholder may only be represented by one person. Proxies can be granted either in writing or electronically.

Independent voting proxy

An independent voting proxy is elected each year at the Annual General Meeting. The term of office of the independent voting proxy runs until the end of the next Annual General Meeting. Re-election is possible. Removal is effective at the close of the Annual General Meeting at which the independent voting proxy is removed. Natural persons or legal entities are eligible for election.

In the financial year 2024, at the Annual General Meeting on April 19, 2024, the shareholders elected Ulrich B. Mayer, attorney, of Winkel (Switzerland), as the independent voting proxy until the next Annual General Meeting.

The Articles of Association of Rieter Holding Ltd. do not contain any provisions regarding instructions to the independent voting proxy. The Board of Directors determines the requirements for proxies and instructions in accordance with the law and may issue regulations to this effect. The Board provides details of this with the invitation to the Annual General Meeting. In the financial year 2024, all shareholders received a form together with the invitation to the Annual General Meeting, enabling them to authorize the independent voting proxy in writing or via the Internet and to give instructions to the independent voting proxy on the individual motions. Instructions were limited to approval, disapproval or abstention for each motion. With respect to additional or amended motions, shareholders could give a general instruction to either accept, reject or abstain from voting on the motions proposed by the Board of Directors. Shareholders were given until April 17, 2024, 3:30 p.m., to authorize voting proxies and issue instructions via the Internet.

Restrictions on share transfers and nominee registrations

Those persons who are entered in the share register are recognized as voting shareholders. Rieter shares can be bought and sold without any restrictions. Pursuant to Article 4 of the Articles of Association, entry in the share register can be denied in the absence of an explicit declaration that the shares are held in the applicant’s own name and for the applicant’s own account. There are no other restrictions on registration.

Shares held in a fiduciary capacity are not entered in the share register. As an exception to this rule, Anglo-Saxon nominee companies are entered in the register if the company in question has concluded a nominee agreement with Rieter. The nominee company exercises voting rights at the Annual General Meeting. At Rieter’s request, the nominee is obliged to disclose the name of the person on whose behalf it holds shares.

Statutory quorum

The Annual General Meeting passes resolutions by an absolute majority of the voting shares represented, unless the law or the Articles of Association provide otherwise. In particular, the remuneration of the Board of Directors and the Group Executive Committee, resolutions on the appropriation of available earnings and, in particular, the distribution of dividends are decided by a majority of the votes cast, with abstentions not counting as votes cast. A majority of at least two-thirds of the votes represented is required for the resolutions referred to in Art. 704 para. 1 CO and for all other amendments to the Articles of Association.

Convocation of shareholders’ meetings and agenda items

Shareholders’ meetings are convened by the Board of Directors in writing at least 20 days before the event, with details of the agenda, pursuant to §8 of the Articles of Association, and are published in the company’s official publication medium (Swiss Official Commercial Gazette).

Pursuant to §9 of the Articles of Association, shareholders representing shares with a nominal value of 0.5 percent of the share capital or voting rights (currently 23 361 shares) may, within a period of time to be announced by the company, request in writing that an item be included on the agenda of the Annual General Meeting, or submit a motion with a brief statement of grounds for the inclusion of an item on the agenda.

Entries in the share register

No entries are made in the share register ten days before the Annual General Meeting. In the invitation to the Annual General Meeting, the Board of Directors announces the cut-off date for registration in the share register, which is the decisive date for determining the right to attend and to vote.