BKW FMB Energy Ltd Annual Report 2003

Share ownership
Organ Share ownership
Members of the Board of Directors in toto 1,962 registered shares at
par value CHF 25
Members of the Board of Directors 2,323 registered shares at
and Extended Board in toto par value CHF 25
Maximum total remuneration
The maximum total remuneration paid to a member of the Board of Directors (total
remuneration including fees for special services, infrastructure and secretariat as well
as shares allotted in the year under review) was CHF 0.3 million, of which CHF 0 was
in the form of a share allotment.
6 Shareholders’ participation rights
The following provisions are taken from the BKW Articles of Incorporation. At the
request of a BKW shareholder, the current Articles of Incorporation are provided free
of charge.
Voting-rights restrictions and representation
Only persons listed in the shareholder register as a shareholder with voting rights are
entitled to exercise shareholders’ rights. There are no limitations on voting rights for
BKW shareholders attending the Annual General Meeting.
Every shareholder with voting rights can represent himself at the Annual General
Meeting or be represented by another person who must also be a BKW shareholder.
Public-law associations, legal entities and commercial societies are represented by
their governing bodies, shareholders or legal representatives or by persons with written
special power of attorney.
Every share listed in the shareholder register with voting rights is entitled to one vote
at the BKW Annual General Meeting.
Statutory quorums
Unless otherwise provided for under law, decisions at the Annual General Meeting are
reached by means of a simple majority of votes. Simple majority of votes also applies
to decisions concerning the easing or lifting of the restriction on transferability of
registered shares.
Convening the Annual General Meeting and agenda
The Board of Directors must convene the Annual General Meeting by giving notice
at least 20 days prior to the date of the meeting. Shareholders representing at least ten
percent of the share capital may also convene a meeting by submitting their request in
writing, stating the agenda items and proposals.
Shareholders representing shares with a par value of CHF 1 million or more may
request that an item be placed on the agenda. This request must be submitted no later
than 50 days before the Annual General Meeting date.
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