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Article NO. Content

Title:

Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies  CH

Amended Date: 2020.02.27 
Article 6     A shareholder who for one year or more has continuously held issued shares of a company in conformance with one of the following conditions may mandate a trust enterprise or shareholder services agent to act as the solicitor, and the number of shares to be represented by it shall not be subject to the restriction under Article 20:
  1. Where a financial holding company, a bank regulated under the Banking Act, or an insurance company regulated under the Insurance Act convenes a shareholders meeting, the shareholder and its related parties shall hold 10% or more of the total issued shares of the company, and shall meet one of the following conditions;
    1. Have reported to or obtained approval from the FSC under Article 16, paragraphs 1 or 3 of the Financial Holding Company Act, Article 25, paragraphs 3 or 5 of the Banking Act, or Article 139-1, paragraphs 2 or 4 of the Insurance Act.
    2. Comply with the provisions of Article 10 of the Regulations Governing Approvals of the Same Person's or Same Related Parties' Application to Own More Than a Certain Percentage of the Issued Voting Shares of a Financial Holding Company, or of Article 10 of the Regulations Governing Approvals of the Same Person's or Same Related Parties' Applications to Own More Than a Certain Percentage of the Issued Voting Shares of a Bank, or of Article 11 of the Regulations Governing the Same Person or Same Related Parties Holding the Issued Shares with Voting Rights over a Particular Ratio of an Insurance Enterprise.
  2. Where a company other than those specified in the preceding subparagraph convenes a shareholders meeting, the shareholder shall hold issued shares of the company in conformance with one of the following conditions:
    1. Has held 10 percent or more of the total number of issued shares of the company.
    2. Has held 8 percent or more of the total number of issued shares of the company and, when election of directors or supervisors is on the shareholders meeting agenda, one of the candidates it intends to support meets the qualifications for independent director.
  3. Where the consolidated number of shares of the shareholders sharing the same opinion on a proposal in a shareholders meeting meets the requirements of the preceding subparagraph, such shareholders may jointly make a mandate.
    When assigning election votes under proxies obtained through solicitation by a trust enterprise or shareholder services agent mandated by a shareholder to act as a solicitor in accordance with the preceding paragraph, the number of votes assigned to any independent director candidate the shareholder intends to support shall be greater than those assigned to any non-independent director candidate.
    A trust enterprise or shareholder services agent, under any of the following circumstances, when election of directors or supervisors is on the shareholders meeting agenda, shall not act as a solicitor for a shareholder under paragraph 1 or handle proxy solicitation matters for a solicitor:
  1. where it is itself a shareholder services agent of the public company calling the shareholders meeting.
  2. where it is itself a subsidiary of the financial holding company calling the shareholders meeting.
    A shareholder under paragraph 1 or the responsible person thereof to which any of the circumstances specified in paragraph 2 of the preceding article applies shall not mandate a trust enterprise or shareholder services agent to act as the solicitor.
    After a shareholder mandates a trust enterprise or shareholder services agent to act as the solicitor, such shareholder at the current shareholders meeting shall not make any further solicitation, or handle proxy solicitation matters mandated by any solicitor.
    If the shareholder of the preceding paragraph is a financial holding company, then no subsidiary of the financial holding company at the current shareholders meeting may make any further solicitation or handle proxy solicitation matters mandated by any solicitor.
    "Subsidiary" in paragraph 3, subparagraph 2 and in the preceding paragraph means a subsidiary as defined in Article 4 of the Financial Holding Company Act.
    Where there is a proposal for election of directors or supervisors in a shareholders meeting, at least one of the shareholders mandating solicitation referred to in paragraph 1 above shall be the candidate for the directorship or supervisorship; provided this restriction shall not apply if the candidate supported meets the qualifications for independent director.
    The scope of "related parties" in paragraph 1, subparagraph 1 shall be as defined in in Article 4 and Article 16, paragraph 4 of the Financial Holding Company Act, Article 25, paragraph 4 and Article 25-1, paragraph 2 of the Banking Act, and Article 139-1, paragraph 3 and Article 139-2, paragraph 2 of the Insurance Act.