In 2016, the Group reported two transactions according to Art. 20 of the Federal Act on Stock Exchanges and Securities Trading (Stock Exchange Act, SESTA). One refers to the sale of 1.4 million shares by GIC Private Limited, which reduced its stake from 14% to less than 5%. The other refers to the purchase of approximately 530 000 of those shares by Straumann Holding. Details of the transactions are published on the SIX Swiss Exchange online reporting platform.
|(in %)||31 Dec 20161||31 Dec 2015|
|Dr h.c. Thomas Straumann (Vice Chairman of the Board)||17.1||17.3|
|Dr h.c. Rudolf Maag||12.1||12.2|
|GIC Private Ltd2||4.4||13.6|
|Simone Maag de Moura Cunha||4.3||4.4|
1 Or at last reported date if shareholdings are not registered in the share register
2 Not registered in Straumann’s share register
Shareholders by volume of shares held
||31 Dec 2016
||31 Dec 2015
|1 – 100 shares||5 806||4 893|
|101 – 1000||2 413||2 219|
|1 001 – 10 000||291||249|
|10 001 – 100 000||66||56|
|100 001 – 1 000 000||11||8|
|1 000 001 and more||2||3|
|Total||8 589||7 428|
Shareholdings on 31 December 2016
Entries in the share register
Straumann’s share register, in which the names and addresses of owners and usufructuaries of registered shares are recorded, is maintained and administered on behalf of the Company by Nimbus AG, Ziegelbrückstrasse 82, 8866 Ziegelbrücke, Switzerland.
Only persons recorded in the share register as shareholders or usufructuaries are acknowledged as such by the Company. The transfer of registered shares requires the authorization of the Board of Directors, which delegated this power to Nimbus AG. Authorizations will be granted after purchasers have provided their name, nationality, and address and declared that the shares were acquired in their own name and for their own account.
Persons who have voting rights but no title to shares as a consequence of legal provisions (e.g. legal representatives of minors) will be referenced in the share register upon request.
Registered shareholders must inform the company of any change of address. If they fail to do so, all notices will be deemed to be legally valid if sent to the address recorded in the share register. The Company may, after hearing the parties concerned, delete entries in the register if these are based on false information.
There are no statutory rules concerning deadlines for entry in the share register. However, for organizational reasons, the share register is closed several days before the General Meeting. Participation and voting at the 2017 General Meeting is reserved for shareholders registered with voting rights in the share register on 29 March 2017. Shareholders who sell their shares prior to the Meeting are no longer entitled to vote.
Shareholders’ participation rights
Voring rights and represenation restrictions
Each share duly entered in Straumann’s share register as being held in the shareholder’s own name and for the shareholder’s own account entitles the shareholder to one vote. On 31 December 2016, 76% of the issued capital was registered in the share register. All shares have the same entitlements to dividends. There are no preferential rights granted to any shareholders or shares.
All shareholders may be represented at the General Meeting by a proxy. Proxies and directives issued to the independent voting representative may either be given in writing or online via the Nimbus Shareholder Application ShApp (https://shapp.ch). Other voting representatives must have a proxy signed by hand by the shareholder. The Board of Directors decides whether proxies shall be recognized.
The independent voting representative is elected by the General Meeting for a term of office until the end of the next AGM and can be re-elected. In the case of a vacancy, the Board of Directors shall designate an independent voting representative for the next General Meeting.
The General Meeting adopts its resolutions and holds its ballots by a majority of votes cast. Abstentions and invalid ballots are not taken into account. The legal provisions (in particular section 704 of the Swiss Code of Obligations) that stipulate a different majority are reserved. Votes on resolutions and elections are held electronically. In case of technical difficulties, the Chairman may order an open or written ballot. Likewise, the Chairman may repeat a ballot if he considers that the outcome is doubtful. In such a case, the preceding ballot is not considered.
The General Meeting may only approve the annual financial statements and resolve on the appropriation of the balance sheet profit if the Auditors’ report is available and the Auditors are present. The presence of the Auditors can be dispensed with the unanimous resolution of all shares represented.
Convocation of general meetings, agenda proposals
The Shareholders’ General Meeting is convened by the Board of Directors within six months of the end of the business year. In 2017, the Shareholders’ General Meeting will take place on 7 April at the Basel Congress Center. Shareholders individually or jointly representing at least 10% of the share capital may request an extraordinary General Meeting. The request must be made to the Board of Directors in writing, stating the agenda items and motions.
Invitations to the General Meeting are issued in writing and are delivered via ordinary mail to the address recorded in the share register at least 20 days before the date of the General Meeting and are published on the company’s website (www.straumann.com). If shareholders agree to the electronic delivery of notices, the invitation will also be sent by email.
All agenda items and proposals by the Board of Directors and by shareholders who have requested the General Meeting must be announced in the notice convening the General Meeting.
Shareholders who individually or jointly represent shares with a par value of at least CHF 15 000 may request that an item be included in the agenda. The request shall be in writing at least 45 days before the General Meeting and must set forth the agenda items and the proposals of the shareholder(s).
2016 General Meeting
The 2016 AGM took place on 8 April and was attended by 362 shareholders, who together with proxies, represented 80% of the total share capital. Shareholders were also able to provide voting instructions online to the independent proxy. The meeting approved the Management Report, Financial Statements and Consolidated Financial Statements for the 2015 business year, the appropriation of the available earnings in 2015, and the discharge of the Board of Directors for the 2015 business year.
The meeting also approved the compensation of the Board of Directors and the Executive Management (see pp. 170 f., 173 of the Compensation Report) and – in a consultative vote – the Compensation Report. It also approved an increase of the contingent share capital to CHF 44 000 and an increase in the number of mandates that members of the Executive Committee may have in listed companies outside the Straumann group to two, both with the corresponding amendment of the Articles of Association.
The Chairman, Members of the Board, and Members of the Compensation Committee were all re-elected. Neovius Schlager & Partner was appointed as the independent voting representative and Ernst & Young AG as auditors.
The minutes of the meeting (including the voting results) are published here.