Shareholders’ participation rights

Voting rights and proxy voting

At dormakaba Holding AG’s General Meetings, each registered share entitles the owner to one vote. A shareholder may arrange for another shareholder to represent the vote with a written power of proxy or may be represented by the independent proxy.

Majorities required by the Articles of Incorporation

For resolutions covering the following, a majority of at least two-thirds of the votes represented is required:

• The conversion of registered shares into bearer shares;
• The dissolution of the company (including as a result of a merger);
• Changes to the Articles of Incorporation provisions on opting out, decision-making by the General Meeting and applicable quorum, the number and terms of office of BoD members and the process of BoD decision-making;
• The introduction of voting right restrictions; and
• Capital increases.

Otherwise, the General Meeting of dormakaba Holding AG passes its resolutions and decides its elections by a majority of votes cast, irrespective of the number of shareholders present or votes represented. These rules are subject to overriding statutory provisions and section 35 paragraph 4 of the Articles of Incorporation.

Convocation of the General Meeting of Shareholders and agenda

General Meetings are convened as stipulated by law. The BoD of dormakaba Holding AG is obliged to include items on the agenda of the General Meeting if these items are requested by shareholders who together represent at least 0.5% of the share capital, and if the request is made in writing at least four weeks before the General Meeting. Items must be included in writing with details of the matter concerned and the proposals.

Entries in the share register/invitation to the Annual General Meeting of 12 October 2021

Only shareholders entered in the share register with voting rights by 4 October 2021 will be entitled to vote at the AGM of 12 October 2021. They will receive the invitation to the AGM together with the motions of the BoD. Shareholders cannot attend the AGM 2021 in person but may only be represented by the independent proxy, Law Office Keller Partnership, Zurich. No entries will be made in the share register from 5 to 12 October 2021. Shareholders who sell their registered shares prior to the AGM are not entitled to vote. All information about the AGM 2021 can be found online.