SHAREHOLDERS’ PARTICIPATION & OWNERSHIP RIGHTS
Restrictions on and representation of voting rights
- Restrictions on voting rights
There are no restrictions applicable.
- Regulations laid down in the Articles of Incorporation relating to participation in the General Meeting of Shareholders
In accordance with Article 19 of the Bank’s Articles of Incorporate, those people who wish to attend the General Meeting of
Shareholders must provide justification of their status as shareholders or proxy powers.
Quorums as laid down in the Articles of Incorporation
In accordance with Article 21, para. 1 of the Bank’sArticles of Incorporation, all decisions have to be approved by an outrightmajority on the first round of voting, then on the basis of a relative majorityon the second round, including resolutions as envisaged under Article 704 ofthe Swiss Code of Obligations.
Convening a Shareholders’ General Meeting
The convening of a General Meeting of Shareholders isgoverned, in accordance with the Law on Banque Cantonale du Valais, by thefollowing regulations laid down in the Articles of Incorporation:
- Article 15: Convening an Ordinary Annual General Meeting (AGM)
The Ordinary Annual General Meeting (AGM) of Shareholders is convened by the Board of Directors.
The AGM shall be called in the six months following the end of the previous financial year, with the meeting being held at the Bank’s registered head office or at another location in the Canton chosen by the Board of Directors.
- Article 16: Convening an Extraordinary Annual General Meeting (EGM)
An Extraordinary General Meeting (EGM) of Shareholders will be convened if the Board of Directors decides to call one or if one or more shareholders who together represent at least 10% of the Bank’s share capital file a request for an EGM in writing, stipulating the purpose for doing so.
In conformity with the Swiss Code of Obligations, the Bank’s auditors may convene an EGM if circumstances call for it.
Inclusion of items on the agenda
- Article 17: Agenda
At least a fortnight before the General Meeting, shareholders representing shares having a combined par value of one million Swiss francs may submit a request, in writing, for a specific item to be included on the meeting agenda, indicating the topics for discussion and any proposals; these shall be notified to the shareholders at the outset of the meeting.
Registration of shares in the Bank’s Share Register
- Art. 12 of the Bank’s Articles of Incorporation – Share Register
The Bank compiles a register of those owning registered shares.
Changes of control and defence measures
Duty to make a takeover offer
The Bank’s Articles of Incorporation do not include any ‘opting-out’ or ‘opting-in’ clause in accordance with Articles 125, paras. 3 and 4, and 135 para. 1 of the Swiss Federal Law on Financial Market Infrastructures (FMIA).
Clause relating to taking control
There is no clause relating to taking control in agreements and programmes drawn up for Members of the Board of Directors and/or of the Senior Management team.