Shareholders

With the resolutions of the Extraordinary General Meeting of 27.11.2020 and the implementation of the capital increases, the shareholder structure had changed significantly by the end of 2020. Lupa Systems (with its investment company Lupa Investment Holdings LP) became the largest single shareholder with a stake of 32.32 %. The public-sector entities – the cantons of Basel-Stadt and Zurich and the city of Zurich – in total owned 33.34 %.

With the resolutions of the Extraordinary General Meeting of 28.09.2022 and the implementation of the further capital increase, the shareholder structure has changed again. The shareholding of Lupa Systems has increased to 38.52 % and that of the Canton of Basel-Stadt to 37.52 %, bringing the combined stake held by the public corporations – the Cantons of Basel-Stadt and Zurich and the City of Zurich – to 39.01 %.

In a “Relationship Agreement” concluded between MCH Group, Lupa Systems and the public-sector shareholders dated 26.11.2020, Lupa Systems committed itself to a “lock-up” among other things, whereby it cannot sell its MCH shares at all during the first five years and thereafter only subject to additional conditions. It also undertakes to support the statutory purpose of MCH Group and to act in accordance with this. The agreement also states that, in return for their right to appoint representatives to the Board of Directors of MCH Group, the public-sector shareholders undertake to elect the persons proposed by Lupa Systems for election to the Board of Directors.

The shareholder structure did not change in the 2023 business year, with the two main anchor shareholders Lupa Systems (Lupa Investment Holdings LP) and the Canton of Basel-Stadt holding together 76.04 % of the shares.

The disclosure of key shareholders or shareholder groups is made via the SIX Swiss Exchange reporting and publication platform. In the reporting year, there were no disclosures by key shareholders or shareholder groups.

Details of key shareholders or shareholder groups are posted on the SIX Exchange Regulation website under “Significant Shareholders” | “MCH Group AG”.
Link: https://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html#/

As a result of the capital increases approved by the Annual General Meeting on 27.11.2020, the number of shares was increased from 6,006,575 to 14,869,351. On 23.05.2022, the Annual General Meeting approved the reduction of the share capital from CHF 148,693,510 to CHF 14,869,351 through the reduction of the nominal value of the registered shares from CHF 10.00 to CHF 1.00 per share. As result of the further capital increase approved by the Annual General Meeting on 28.09.2022, the number of shares was increased to 31,053,147. The share capital has therefore changed in the past year from CHF 60,065,750 (31.12.2019) to CHF 31,053,147 (31.12.2023).

On 04.05.2023, the Annual General Meeting approved the implementation of conditional share capital through the issuance of a maximum of 1,552,657 registered shares with a nominal value of a maximum of CHF 1,552,657. The new § 3a was added to the Articles of Association for this purpose. The conditional capital was implemented in order to be able to pay remuneration to members of the Board of Directors, the Executive Board and other employees in the form of shares in MCH Group Ltd. No shares were issued from the conditional capital in the business year 2023.

On 04.05.2023, the Annual General Meeting approved various amendments to the Articles of Association, which became necessary due to the new company law that came into force on 01.01.2023 and also affect the shareholders' participation rights.

The Articles of Association are posted on the MCH Group website under “Investors” | “Governance”:
Link: https://www.mch-group.com/en/investors/governance/

Purchasers of registered shares are, upon request, entered in the share register as shareholders with voting rights and are entitled to vote at the General Meeting if they have been entered in the share register by the relevant date for participation in the General Meeting. Each share entitles the holder to one vote. Shareholders may have their participation rights, in particular their voting rights, exercised by a representative of their choice or by the independent voting rights representative.

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

The ordinary Annual General Meeting is held annually within six months of the end of the financial year. The Board of Directors may convene extraordinary General Meetings as required. One or more shareholders may request that a General Meeting be convened if, together, they represent at least 5 % of the share capital. Shareholders who alone or together hold at least 0.5 % of the share capital or votes may request in writing that items be included on the agenda of the General Meeting no later than 45 days before the meeting, or request that motions relating to items be included in the notice convening the General Meeting.

The Board of Directors specifies the items on the agenda and the relevant date by which shareholders must have been entered in the share register in order to participate in the General Meeting. A General Meeting must be convened at least 20 days prior to the date of the meeting. 

The General Meeting has the following non-transferable powers inter alia:

The term of office for members of the Board of Directors elected by the General Meeting, the Chairperson of the Board of Directors, the members of the Governance, Nomination and Compensation Committee (GNCC), the statutory auditors and the independent voting representative is limited to one year.

The General Meeting passes resolutions and conducts elections with an absolute majority of the share votes cast. An amendment of the Articles of Association 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.

The minutes of the General Meetings are posted on MCH Group's website a few days after the General Meeting under “Investors” | “General Meeting”.
Link: https://www.mch-group.com/en/investors/general-meeting/

No specific contractual agreements going beyond § 4 and 4a of the Articles of Association exist at MCH Group Ltd. against a hostile takeover. Under the terms of § 4a of the Articles of Association of 04.05.2023, Lupa Systems is exempt from the obligation to make a takeover bid if its shareholding is in excess of 33 1/3 % but is not more than 49 %.

Lupa Systems and the Canton of Basel-Stadt have a “blocking minority” on resolutions requiring a two thirds majority.