Following consultation with shareholders and proxy advisors, the Board of Directors and management of Swiss Prime Site have decided to propose a further strengthening of shareholders' rights and to partially adjust agenda item 7.1 at the forthcoming Annual General Meeting on 23 March 2022 («Lowering of the threshold for convening a General Meeting and putting items on the agenda»).
Notes on the partial adjustment
The Board of Directors is of the opinion that the thresholds required to convene a General Meeting and put items on the agenda should be amended now, in line with the revised provisions of the Swiss Code of Obligations due to come into force on 1 January 2023.
- Lowering the threshold required to convene a General Meeting from 10% to 5% of share capital will significantly reduce the obstacles for shareholders and will greatly strengthen participation rights.
- The threshold for putting items on the agenda will also be adjusted from an absolute amount of share capital to a relative value. This adjustment takes into account the company's strong capital growth since it was established more than 20 years ago. The new relative value will also ensure a consistent ratio in the event of any future changes in capital. The value specified in the legislation - 0.5% of voting rights - was proposed to shareholders in the invitation to the Annual General Meeting 2022. Following consultation with shareholders and proxy advisors, the Board of Directors now proposes strengthening participation rights even further and amending the value to 0.25%.
| Previous wording of agenda item 7.1 in the invitation to the Annual General Meeting 2022 (link to invitation) | New wording of agenda item 7.1 |
| The Board of Directors recommends that the threshold for convening a General Meeting be lowered from ten to five percent of the share capital or voting rights and that the threshold for putting items on the agenda be set at 0.5% of the share capital or voting rights. [.] | The Board of Directors recommends that the threshold for convening a General Meeting be lowered from ten to five percent of the share capital or voting rights and that the threshold for putting items on the agenda be set at 0.25% of the share capital or voting rights. [.] |
Shareholders will receive the proxy and voting instructions by post within the next few days. If they do not wish to change their instructions to the independent shareholder representative, they do not need to do anything further; their previous instructions will be treated as instructions for the revised proposal. Shareholders who have already issued instructions to the independent shareholder representative and who wish to change their instructions regarding agenda item 7.1 can change these on the online platform using their existing access data or can make adjustments by sending the new proxy and voting instructions to the independent shareholder representative.