Uster Technologies Ltd | Annual Report 2009 Uster Technologies ...

6.2 Statutory QuorumsUnless mandatory statutory provisions provide otherwise, the Shareholders’ meeting passes its resolutionsand performs elections with the absolute majority of the votes represented at the meeting.If an election cannot be completed upon the first ballot and if there is more than one candidate, the Chairmanshall direct a second ballot at which the relative majority shall decide.6.3 Convocation of the Shareholders’ MeetingThe Shareholders’ meeting is called by the Board of Directors or, if necessary, the auditors not less than 20days before the date of the meeting. Notice of a Shareholders’ meeting is given by means of a single publicationin the Swiss Official Gazette of Commerce. The shareholders registered in the share register may inaddition receive a written notice sent by mail.An extraordinary Shareholders’ meeting is called whenever the Board of Directors or the auditors considerit necessary or if a Shareholders’ meeting decides so. The Board of Directors will also call a Shareholders’meeting if one or more shareholders whose combined holdings represent at least 10.0% of the share capitalso demand in writing and specify the items and the proposals, in the case of elections the names of the proposedcandidates, to be submitted to the meeting.6.4 AgendaShareholders whose individual or combined holdings represent an aggregate nominal value of at leastCHF 1,000,000 or at least 10.0% of the share capital may demand that an item be included in the agenda.This right must be exercised in writing at least 60 days before the meeting with indication of the itemsand the proposals of the shareholders.No resolution shall be passed on items for which no proper notice has been given; this prohibition doesnot apply to proposals to call an extraordinary Shareholders’ meeting, to initiate a special audit or to electthe auditors as demanded by a shareholder.No prior notice is required for proposals concerning items included in the agenda and discussions thatdo not result in the adoption of resolutions.6.5 Inscriptions into the Share RegisterAfter the publication or mailing of the written notice of the Shareholders’ meeting until the day followingthe Shareholders’ meeting no recordings in the share register will be made, provided that the Board ofDirectors does not appoint a different date.46 Uster Technologies Ltd | Annual Report 2009