Our Shareholders’ Rights of Participation

We place great value upon the active participation of our shareholders in the decision-making process and make it easier for them to do this. All of our registered shareholders are regularly informed about our activities and results in writing and via the media, and receive their own personal invitation to the general assemblies.

We have pledged ourselves to the principle of the equality of all our shareholders – from major institutional investors through to individual investors - and inform all of these continuously about the development of Genesis.

At the annual general assembly, the shareholders have the opportunity to ask questions about the development of the company, to be given insights into the latest technologies and make comments upon the events of the year under review. The members of the directorate and of the group management are glad to answer all questions, as are the representatives of both the internal and external auditing teams.

The registration of the rights to vote in the share register requires the shareholder’s confirmation that he has acquired the shares in his own name and on his own account. All those shareholders registered as having a right to vote will be invited to the general assembly. Shareholders who do not attend personally may issue instructions pertaining to every object of negotiation as to whether they wish to vote for or against an item on the agenda or even to abstain. To this end, they transfer their votes to the independent voting representative prescribed by Swiss Stock Corporation Law and nominated by Genesis, or authorise Genesis, a bank or another registered shareholder of their choice to represent them.

On the occasion of the general assembly, the shareholders decide with the absolute majority of the votes cast (excluding any empty or invalid voting forms) upon proposals, the election and re-election of members of the directorate and the choice of auditors. Swiss Stock Corporation Law prescribes that, in specific cases, a two-thirds majority of the votes represented at the assembly is necessary in order to pass a resolution. This applies to, among other things, the introduction of shares with voting rights and the restriction of the transferability of registered shares, the creation of authorised and conditional capital as well as the restriction or annulment of the shareholders’ subscription rights.

A two-thirds majority of the represented votes is also required for amendments to those regulations in the statutes that govern the number of representatives of the directorate as well as the dismissal of a quarter or more of the members of the directorate.

Voting and elections are usually effected by tellers. If a clear majority is to be expected, voting by a show of hands is also possible.