The following provisions are taken from the BKW articles of incorporation. These can be accessed at www.bkw.ch/statutes.
Shareholders’ rights may only be exercised by persons listed in the share register as a shareholder with voting rights. There are no limitations on voting rights for BKW shareholders attending the General Meeting.
Every shareholder with a voting right can attend the General Meeting in person or be represented by another shareholder or an independent designated representative. Shareholders may also assign their proxy and voting instructions electronically; the Board of Directors shall determine the details by which this is done. The independent proxy is obliged to exercise the assigned voting rights as instructed by the shareholder. If instructions were not provided, the vote must be withheld.
Public corporations, legal entities and trading companies are represented by their corporate bodies, partners or legal representatives, or by representatives with special written power of attorney.
Every share listed in the share register with voting rights is entitled to one vote at the BKW General Meeting. Shareholders who have participated in the management of the Company in any form shall not be entitled to vote on the resolution to grant discharge of the Board of Directors.
The Chairman shall have full power to determine the procedure for voting and elections. He may, in particular, order that an open vote or election be repeated at any time by means of a written or electronic ballot or election if he is in doubt about the result, or order a secret ballot.
Decisions at the General Meeting require a simple majority of votes unless otherwise provided by law. A simple majority of votes also applies to decisions concerning the relaxation or lifting of restrictions on transferability of registered shares.
Notice of the General Meeting is to be given by the Board of Directors at least 20 days prior to the date of the meeting. A meeting may also be called by one or more shareholders whose combined shareholding represents at least 10 % of the share capital. This must be requested in writing, stating the agenda items and motions.
Shareholders representing shares with a par value of at least CHF 1 million may ask for items to be included on the agenda. This request must be submitted no later than 50 days before the date of the General Meeting.
The right to attend or to be represented at the General Meeting is determined on the basis of the shareholders with voting rights who are entered in the share register on the fifteenth day before the General Meeting.