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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 8     The literature and advertisement for solicitation of proxies shall contain the following particulars:
  1. Express indication item by item as to whether the proposals to be decided in the shareholders meeting are concurred or not; where a proposal concerns the interest of the soliciting shareholder, an explanation shall be given.
  2. If there is a disagreement to any of the proposals to be decided in the shareholders meeting, the reasons for the disagreement in connection with the contents of relevant information shall be provided.
  3. In connection with statements of proposals for election of directors or supervisors:
    1. purpose for soliciting proxies.
    2. name of the candidate(s) to be supported, shareholders account number, type and number of shares of the company held, current position, academic qualifications, principal experience in last 3 years, management philosophy of the director candidate(s) to be supported, and business transactions with the company; in the case of a juristic person, the information of the responsible person and the resume of the representative to be appointed shall be filled in.
    3. The solicitor shall state whether the situation of holding shares in the name of another person under Article 2 of the Enforcement Rules of the Act exists between the solicitor and the candidate to be supported.
    4. Whether the proprietary shareholding of a solicitor under Article 5 and a mandating shareholder under Article 6, paragraph 1 support the candidate specified in the literature and advertisement for solicitation of proxies.
  4. Solicitor's name, shareholder's account number, types and number of shares of the company held, status of any shares it holds in the company that are under pledge or were purchased on margin, place of solicitation, telephone number, and method for delivery of proxies. In the case of a juristic person, the uniform invoice number of the company or business, its responsible person's name, types and number of shares of the company held, and status of any shares it holds in the company that are under pledge or were purchased on margin shall also be stated.
  5. Name, address, and telephone number of the company mandated by the solicitor to handle solicitation matters.
  6. After obtaining proxies by solicitation, the solicitor shall attend the shareholders meeting as mandated by the shareholders; a solicitor who violates this provision with resulting harm to a mandating shareholder shall be liable for damages under the provisions of the Civil Code regarding mandate.
  7. Other matters to be disclosed according to relevant requirements.
    A solicitor or the company mandated to handle matters regarding solicitation shall not solicit proxies outside the place of solicitation, and the contents of the literature and advertisement referred to in the preceding paragraph shall be expressly disclosed in the place of solicitation.
    The management philosophy of the director candidate(s) to be supported referred to in paragraph 1, subparagraph 3, item 2 shall be limited to 200 words; if it exceeds 200 words or the solicitor fails to specify the particulars required to be specified in the literature and advertisements for solicitation of proxies under paragraph 1, the company shall refuse to process the solicitation materials of the solicitor.
    Where there is a proposal for election of directors or supervisors on the agenda of the shareholders meeting, the director or supervisor candidate(s) to be supported by the solicitor may not exceed the number of directors or supervisors to be elected according to that shareholders meeting proposal or the articles of incorporation of the company.