Annual report 2018

60 | Galenica annual report 2018 Procedure and conditions for lifting restrictions on voting rights For restrictions on voting rights to be lifted, shareholders who together represent not less than 5% of the share capital entered in the commer- cial register must request in writing that such an item be included on the agenda no later than 40 days before the Annual General Meeting. The Annual General Meeting must indicate its approval based on at least two-thirds of the votes represented and the absolute majority of the nominal capital represented. Quorums under the Articles of Association In addition to the cases cited in Art. 704 of the Swiss Code of Obliga- tions, approval by at least two-thirds of the votes represented and the absolute majority of the nominal capital represented is required in the following cases: – A change in the provisions relating to restrictions on the transfer of registered shares (Art.15c of the Articles of Association); – Conversion of registered shares into bearer shares and vice versa (Art. 15d of the Articles of Association). Convening of the Annual General Meeting The Articles of Association do not differ from legal regulations with regard to the convening of the Annual General Meeting and the setting of the agenda. The Annual General Meeting is convened by the Board of Directors at least 20 days before the date of the meeting. The share- holders are invited to attend by a notice placed in official publications. The meeting may also be convened electronically or by sending a letter to all shareholders at the addresses entered in the shareholders’ reg- ister. The notice of a meeting shall state the items on the agenda, the proposals of the Board of Directors and the requests of any sharehold- ers who have called for a General Meeting to be convened or for a particular item to be included on the agenda. Inclusion of items on the agenda Shareholders who together represent not less than 5% of the share capital entered in the com- mercial register may request that an item be included on the agenda. They must submit such requests in writing no later than 40 days before the scheduled date of the meeting. Agenda items relating to financial year 2018 that are to be dealt with at the Annual General Meeting on 2 May 2019 must be submitted no later than 23 March 2019, and those for the Annual General Meeting on 19 May 2020 no later than 9 April 2020. The items to be included on the agenda must be specified along with the motion on which the shareholder requests a vote. Shareholders’ register There are no regulations in the Articles of Associ- ation regarding a deadline for entry in the share- holders’ register. However, for practical reasons the shareholders’ register remains closed to entries for several days prior to an Annual General Meeting. This will be the case from Thursday 25 April 2019 for financial year 2018 and from Tues- day 12 May 2020 for financial year 2019. Share- holders entered in the shareholders’ register by Wednesday 24 April 2019 and Monday 11 May 2020 respectively may exercise their voting rights at the corresponding Annual General Meeting. Instructions to the independent proxy holder may be given in writing and also electronically through a platform named Nimbus Shapp ® which is used by Galenica. The invitation to the Annual General Meeting, which will be sent to all share- holders on or around 1 April 2019, includes the required login information to create a personal user profile. The instructions must be received by the independent proxy holder by the evening of the penultimate day before the Annual General Meeting, i.e. by Tuesday 30 April 2019 for the 2019 Annual General Meeting and by Friday 15 May 2020 for the 2020 Annual General Meeting. Corporate Governance Members of the Corporate Executive Committee Name Member since Role Jean-Claude Clémençon 2017 CEO Felix Burkhard 2017 CFO Christoph Amstutz 2017 Head Services Business sector Torvald de Coverly Veale 1) 2017 Head Products & Brands Business sector Daniele Madonna 2017 Head Retail Business sector Thomas Szuran 2) 2019 Head Products & Brands Business sector 1) Member of the Corporate Executive Committee and Head Products & Brands Business sector until 13 January 2019 2) Member of the Corporate Executive Committee and Head Products & Brands Business sector from 14 January 2019 Galenica