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Major shareholders
| (in %) | 31 Dec 20211 | 31 Dec 20201 | 31 Dec 20191 |
|---|---|---|---|
| Dr h.c. Thomas Straumann (Vice Chairman of the Board) | 16.3 | 16.9 |
16.9 |
| Dr h.c. Rudolf Maag | 10.3 | 11.2 | 11.5 |
| BlackRock Inc. (Group)2 |
7.3 | 7.3 | 7.3 |
| Simone Maag de Moura Cunha |
3.5 | 3.7 | 3.7 |
| Gabriella Straumann |
3.0 | 3.0 | 3.0 |
| The Capital Group Companies, Inc.2 | n/a | n/a | 3.0 |
| TOTAL | 40.4 | 42.1 | 45.4 |
1 Or at last reported date if shareholdings are not registered in the share register
2 Not or only partially registered in the share register
Shareholders by volume of shares held1
| (absolute number) |
31 Dec 2021 | 31 Dec 2020 | 31 Dec 2019 |
|---|---|---|---|
| 1 – 100 shares | 15'825 | 13'297 | 10'528 |
| 101 – 1000 | 2'303 | 2'437 | 2'349 |
| 1 001 – 10 000 | 326 | 339 | 308 |
| 10 001 – 100 000 | 61 | 56 | 49 |
| 100 001 – 1 000 000 | 8 | 10 | 9 |
| 1 000 001 and more | 2 | 2 | 3 |
| Total | 18'525 | 16'141 | 13'246 |
1 Non-registered shareholders are not considered in this table
Shareholdings on 31 December 2021
by segment in %
Entries in the share register
Share purchasers are entered in the share register as shareholders with voting rights if they expressly declare that they have acquired the registered shares in their own name and for their own account. Purchasers who are not willing to make such declarations are registered as shareholders without voting rights. Proof of acquisition of title in the shares is a prerequisite for entry in the share register. Nominees approved by the Board of Directors are recorded in the share register as shareholders with voting rights. Nominees who have not been approved by the Board of Directors may be refused recognition as shareholders if they do not disclose the beneficiary. In such cases, the nominees will be recorded in the share register as shareholders without voting rights. As of 31 December 2021, no nominee had asked for registration and voting rights.
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. The cut-off date for inscriptions is announced in the invitation to the General Meeting.
Shareholders’ participation rights
Each share duly entered in the share register entitles the shareholder to one vote. On 31 December 2021, approximately 70.9% (2020: 71.5%) of the issued capital was registered in the share register.
All shareholders may be represented at the General Meeting by a proxy. Proxies and directives issued to the independent voting representative may be given either in writing or online. 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.
Quorum
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.
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. The 2022 meeting will be held on 5 April without shareholders being physically present.
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 General Meeting and are published on the company’s website. If shareholders agree to the electronic delivery of notices, the invitation is also 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 ask for an item to 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)