Shareholders

The disclosure of shareholders exceeding or falling below the thresholds of 3%, 5% and 10% etc. of the voting rights is made through publication on the SIX Swiss Exchange website.
SIX Swiss Exchange / MCH Group AG

The MCH Group Ltd.'s share price fell from CHF 66.30 to CHF 19.95 in the course of 2018. After the announcement of the result for 2017 (at the start of February 2018), the price stabilised over the months that followed. It subsequently suffered further slumps when the Swatch Group announced that it was no longer participating in Baselworld (at the start of August 2018), when the 2018 half-year results were published (at the start of September 2018) and when the forecast for the annual result was corrected (start of December 2018).

The participation rights of the shareholders summarised below are based on the Statutes of MCH Group Ltd. that have been in force since 22 May 2014.

With the exception of the public sector entities that have a holding in MCH Group Ltd. – the Cantons of Basel-Stadt, Basel-Landschaft and Zurich, and also the City of Zurich – no natural or legal person or commercial partnership may hold, either directly or indirectly, more than 5% of the share capital. The term “person" includes inter alia legal and natural persons connected in terms of capital and votes, or through the same management or by other means. It similarly includes all natural and legal persons who join together for purposes of circumventing this restriction.

The transfer of registered shares to a new owner requires the consent of the Board of Directors. Requests for entries in the share register which would cause this restriction of a maximum of 5% of the share capital to be exceeded will be refused.

The Cantons of Basel-Stadt, Basel-Landschaft and Zurich, and also the City of Zurich, are entitled to appoint and recall representatives to the Board of Directors as per Article 762 of the Swiss Code of Obligations. Under the terms of the Statutes, six members of the Board of Directors are appointed by these four public sector entities: three by the Canton of Basel-Stadt and one each by the Cantons of Basel-Landschaft and Zurich and the City of Zurich.

The term of office for members elected by the General Meeting is limited to one year. The General Meeting also elects, on an annual basis, the Chairman of the Board of Directors and the members of the remuneration committee – at MCH Group Ltd. this is the Governance, Nomination and Compensation Committee (GNCC). In addition, the General Meeting is required to approve the overall amount of non-profit-related remuneration for the Board of Directors and Executive Board for the subsequent business year, and also the profit-related remuneration for the Executive Board for the business year just ended. The remuneration paid to the Board of Directors and the Executive Board in the business year just ended is stated in a separate Remuneration Report.

The Statutes of MCH Group Ltd. do not contain any rules regarding the convocation of the General Meeting that differ from those specified by law. The agenda is drawn up in accordance with the Swiss Code of Obligations and the Statutes of MCH Group Ltd. In the invitation to the General Meeting, the Board of Directors specifies the relevant date by which shareholders must have been entered in the share register in order to participate in the General Meeting.

All General Meeting resolutions and elections require an absolute majority of the share votes cast. An amendment of the Statutes and the cases specified by law require a resolution passed by the General Meeting with at least two thirds of the represented votes and with the absolute majority of the nominal share value represented.

Shareholders with voting rights who are present at the General Meeting are entitled to comment on matters on the agenda and propose motions. They are similarly entitled to request information from the Board of Directors on company matters and to request information from the auditors on the conduct and outcome of their audit. This information cannot be refused if it is necessary to allow the shareholders to exercise their rights.

Shareholders with voting rights can be represented at the General Meeting by another shareholder with voting rights on the basis of a written power of attorney. Commercial partnerships and legal persons can have themselves represented by authorised signatories, while minors and those in the care of a guardian can be represented by their legal representatives, including where these representatives are not shareholders of MCH Group Ltd.

Shareholders with voting rights can additionally be represented by the independent voting representative. Instructions to the independent voting representative can also be issued via the corresponding online platform. The independent voting representative is elected annually by the General Meeting. On 4 May 2018, the General Meeting appointed NEOVIUS AG, Barristers and Notaries, Hirschgässlein 30, 4051 Basel as the independent voting representative for the 2018 business year, up until the end of the next ordinary General Meeting.