Each share of Barry Callebaut AG carries one vote at the General Meeting of Shareholders. Voting rights may be exercised only after a shareholder has been registered in the Company’s share register as a shareholder with voting rights.
Until December 2014, no shareholder holding more than 5% of the share capital could be registered as a shareholder with voting rights with respect to the shares such shareholder holds in excess thereof. This restriction has been deleted
in the context of the revision of the Articles of Incorporation adopted by the General Meeting of Share-holders held on December 10, 2014.
Shareholders may register their shares in the name of a nominee approved by the Company and may exercise their voting rights by giving instructions to the nominee to vote on their behalf. However, a nominee holding more than 3% of the share capital will be registered as nominee for share-holders with voting rights only if it discloses the identity of each beneficial owner of shares claiming 0.5% or more of the share capital. No nominee holding more than 8% of the share capital may be registered as a shareholder with respect to the excess shares. The Board of Directors may, however, on a case-by-case basis, permit some or all of the excess shares to be registered with voting rights. In fiscal year 2015/16, no such exception was requested.
A resolution passed at the General Meeting of Share-holders with a majority of at least two thirds of the shares represented at such meeting is required to change the restrictions on the transferability of registered shares. Shareholders may be represented at the General Meeting of Shareholders by their respective legal representative, another shareholder or the independent proxy pursuant to the “Ordinance against Excessive Compensation at Listed Companies” (OaEC). The Articles of Incorporation follow the majority rules and the provisions on convocation prescribed by the Swiss law concerning general meetings of shareholders. Shareholders with registered voting rights who together represent at least 0.25% of the share capital or of the votes may call for the inclusion of an item on the agenda. Such request for inclusion must be made in writing at least 60 days prior to the date of the General Meeting of Shareholders setting forth the items to be included on the agenda and the motions put forward by the shareholders.
Notice of the General Meeting of Shareholders is given by way of one-time publication in the Company’s official publication organ (Swiss Official Gazette of Commerce, “Schweizerisches Handelsamtsblatt”). Shareholders registered in the share register with voting rights at the date specified in the invitation may additionally receive an invitation to the General Meeting of Shareholders in writing. Furthermore, the Company offers its shareholders the opportunity to register with the online platform “Sherpany” and thus the possibility to submit their voting instructions to the independent proxy in an efficient manner. The published disclosures on significant shareholders of the Company are accessible via the disclosure platform of SIX Exchange Regulation: https://www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html.