6  Shareholders’ participation rights

6.1  Voting right restrictions and representation

Only persons identified as being entered in the share register are entitled to exercise participation rights at the general meeting. In accordance with Art. 6 para. 3 of the articles of association, the Board of Directors may reject an entry for two reasons. The first reason may be that the number of registered shares held by the buyer, or by a group of shareholders acting jointly, exceeds 5% of the share capital. The second reason may be that entry means that Allreal Holding AG is no longer able to provide proof that the company is Swiss-controlled as stipulated by Swiss law (Lex Koller), namely, in the event that the sum of shares pending registration of transfer and shares held by non-Swiss persons were to exceed the threshold of one third of share capital. The registration restrictions may be lifted by a simple majority decision taken by the general meeting. There are no other restrictions.

In the 2018 financial year, the Board of Directors did not reject any share register entries.

Every shareholder also has the option of representing his shares personally at the annual general meeting or of having himself represented by a proxy, authorised in writing, who need not be a shareholder.

Moreover, every shareholder may have his shares represented by the independent proxy, who is elected annually by the annual general meeting. The independent proxy exercises the voting rights transferred to him in accordance with instructions. In cases where he has received no instructions, he will abstain from voting.

The articles of association, the minutes of general meetings and the organisational regulations of Allreal Holding AG (in German only) can be accessed on the Allreal website: www.allreal.ch/nc/investoren/corporate-governance/statutenprotokolle

6.2  Quorums laid down in the articles of association

The articles of association do not specify any quorums over and above the statutory rules on the adoption of resolutions (Art. 703 and 704 of the Swiss Code of Obligations [CO]).

6.3  Convocation of general meetings

The convocation of the general meeting is governed by the statutory provisions (Art. 699 and 700 CO) and by Art. 10 and 11 of the articles of association.

6.4  Agenda

Until 20 days before the general meeting, shareholders individually or jointly representing at least 1% of the share capital may submit to the Board of Directors written proposals and requests for items to be added to the agenda.

The German-language list of agenda items will be sent to the shareholders along with the invitation to attend the general meeting.

If so decided by the general meeting, items to be discussed can be admitted for discussion without prior announcement. However, with the exception of the convening of an extraordinary general meeting or a special audit, a resolution may only be passed at the next general meeting.

6.5  Entry in the share register

Invitations to attend the general meeting will be sent to shareholders at least 20 days in advance. Shareholders entered in the share register by the last dispatch date are entitled to vote.

The qualifying date for the 20th annual general meeting on 12 April 2019 is 18 March 2019.