Invitation to the Extraordinary Shareholders' Meeting

Unlike the annual or ordinary shareholders’ meeting, which takes place within six months of the end of the business year, an extraordinary shareholders’ meeting is held during the business year and there is no obligation to hold one. It is only convened when a company requires the approval of its shareholders on one or more specific items, such as a transfer of the headquarters or the payment of an interim dividend. But as with the ordinary shareholders’ meeting, the law requires that minutes be kept of the resolutions, votes, and discussions. The meeting is convened by the board of directors with an invitation containing the agenda and the items to be voted on as well as the motions of the board of directors. Shareholders may only validly vote on the items formally set out in the invitation. Furthermore, they must receive the invitation at least 20 days before the actual meeting. It, therefore, makes sense to ensure that the invitation fully complies with the legal form and time requirements.

As a rule, the shareholders or their representatives attend the meeting in person (sometimes with the option to attend virtually) in Switzerland. However, the shareholders’ meeting can also be held exclusively virtually or abroad. Both options require a corresponding provision in the articles of incorporation and the appointment of an independent proxy. In the case of a virtual meeting, however, it can dispense with this if the articles of association authorize it to do so. In the case of a foreign meeting, it is the shareholders who can waive this requirement, by a unanimous decision.

The document for giving voting instructions to the independent proxy can be created directly with Approovd. In this case, the corresponding link is sent to the shareholders with the invitation to the shareholders’ meeting.