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Power of Attorney for Ordinary Shareholders' Meeting

Key Points and English Template

Use a Power of Attorney for Ordinary Shareholders' Meeting if...

… the company is convening its annual (ordinary) shareholders’ meeting

… one or more shareholders cannot attend in person, but would like to be represented by proxy

… you or your company own shares in a company and wish to be represented at its general shareholders’ meeting

Key points included in a Power of Attorney for Ordinary Shareholders' Meeting

Details of the proxy holder
Details of the shareholders’ meeting
Shareholder’s instructions on how to vote at the shareholders’ meeting
Validity and expiry date of the power of attorney
Signatory powers at shareholder’s levels to ensure full validity

What is a Power of Attorney for Ordinary Shareholders' Meeting?

At least once a year, shareholders of Swiss companies need to convene within six months from a business year’s end, most of all to approve the financial statements and results, as well as to appoint the directors and the auditor.

Shareholders assemble annually at a general or ordinary (shareholders’) meeting, which forms the supreme body of the company.

The shareholders need not to attend the meeting in person and may give a proxy to another person that will vote in their name at the shareholders’ meeting. In this case, the underlying document, the power of attorney, must clearly state who is the proxy and who is the shareholder, respectively, and contain the necessary voting instructions.

It must be noted that the articles of incorporation can limit the representation of shareholders to proxies that also must be shareholders.