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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 7     Thirty-eight days prior to a regular shareholders meeting or 23 days prior to a special shareholders meeting, a solicitor shall deliver to the company, with a copy to the Securities and Futures Institute (SFI), the Information Regarding the Solicitation of Proxies for Attendance at the Shareholders Meeting, certificate of shareholding, the documents submitted to and recorded by the FSC containing the qualifications of the company mandated to handle solicitation matters, and the final draft of the Literature and Advertisements to Be Published. Thirty days before the convening of the regular shareholders meeting or 15 days before the convening of a special shareholders meeting, the company shall compile a summary statement of the Solicitor Solicitation Information and transmit it in an electronic file for disclosure by the SFI or publicly announce it in a daily newspaper(s) for two consecutive days.
    If any change in the agenda of the shareholders meeting occurs from the date of expiry of the period for submission by the solicitor of the solicitation information pursuant to the preceding paragraph to the date of mailing of the shareholders meeting notice, the company shall immediately notify the solicitor with a copy to the SFI, and shall prepare an electronic file of the solicitation information as revised by the solicitor on the basis of the changed agenda and transmit it to the SFI for disclosure.
    If any election of directors or supervisors is on the agenda of the shareholders meeting, the company, in addition to complying with the two preceding paragraphs, it shall compile a list of the solicitors and the management philosophies of the candidate(s) supported in the literature and advertisements for solicitation of proxies, and send it to the shareholders along with the notice of the shareholders meeting at the time that the notice is mailed or transmitted electronically to them.
    Where the company transmits the Solicitor Solicitation Information in paragraph 1 and paragraph 2 to the SFI in electronic file format, it shall specify in the shareholders meeting notice the date of transmission, the uniform resource locator (URL) of the SFI's website, and basic instructions for accessing the information on-line. Where the company publicly announces the information in a daily newspaper, it shall specify in the shareholders meeting notice the dates of publication and the name of the newspaper.
    A solicitor or the company mandated by it to handle solicitation matters shall not mandate the company whose proxies are being solicited to mail the solicitation letter or solicitation information to shareholders.
    No solicitation shall be allowed unless a solicitor has submitted to the company whose proxies are being solicited the written proxy solicitation documentation within the time limit provided in paragraph 1 above.