Corporate Governance

6 Participatory rights of shareholders
6.1 Voting rights and voting by proxy — The articles of association of AFG Arbonia-Forster-Holding AG contain no
regulations that deviate from the law, and in particular no percentual limitation on voting rights. Every share entitles the
bearer to one vote. Every shareholder is entitled to be represented at the Annual General Meeting by a proxy furnishing
written power of attorney.
6.2 Statutory quorum — Under Art.13 (3) of the articles of association of AFG Arbonia-Forster-Holding AG, the rules on
the transferability of registered shares can only be changed by a resolution of the Annual General Meeting, approved by
at least two thirds of the voting shares represented and the absolute majority of the nominal share value represented.
Otherwise, the articles of association of AFG Arbonia-Forster-Holding AG contain no regulations that deviate from the
law.
6.3 Calling of Annual General Meeting — The articles of association of AFG Arbonia-Forster-Holding AG contain no
regulations that deviate from the law.
6.4 Reports — Shareholders who hold at least CHF 1 million of share capital have the right to request reports about dis-
cussion items. Requests for reports must be submitted to the Board of Directors in writing, specifying proposals, at least
40 days before the date of the General Meeting.
6.5 Registration in share ledger — Holders of registered shares whose names are entered in the share ledger of AFG
Arbonia-Forster-Holding AG 30 days before the date of the Annual General Meeting AG must be sent invitations to the
Annual General Meeting together with the list of proposals from the Board of Directors and admission tickets.
7. Change in control and protective mechanisms
7.1 Obligation to tender — Article 6 of the articles of association of AFG Arbonia-Forster-Holding AG exempts the pur-
chasers of its shares from the obligation to tender a public offering as stipulated by Sections 32 and 52 of the Swiss Stock
Market Act (opting-out clause).
7.2 Change in control clauses — AFG Arbonia-Forster-Holding AG has no arrangements or plans that favor members of
the Board of Directors and/or Group Management or other members of upper management that include change in control
clauses.
Corporate Governance