Shareholders’ Participation Rights
Restriction and Representation of Voting Rights
Each share entitles its holder to one vote at the Annual General Meeting. When exercising the right to vote, no shareholder shall be able to vote, directly or indirectly, with more than 3% of the registered share capital entered in the Commercial Register; this 3% includes their own shares and shares represented by proxy. This limitation on voting rights does not apply to corporate proxies (Article 689c of the Swiss Code of Obligations), independent proxies (Article 689c of the Swiss Code of Obligations), depositaries (Article 689d of the Swiss Code of Obligations) or shareholders registered in the share register as shareholders with voting rights for more than 3% of the registered share capital entered in the Commercial Register.
Legal entities or partnerships that are interrelated through capital ownership, voting rights or uniform management or that are otherwise linked with one another, as well as individual persons or legal entities or partnerships acting in concert for the purpose of circumventing the limitation on registration in the share register are regarded as one single shareholder for the purposes of the preceding paragraph.
The Board of Directors of Kuoni Travel Holding Ltd. issues procedural rules regarding participation in and representation at the General Meeting of Shareholders. A shareholder may only be represented at the General Meeting of Shareholders by their legal representative, another shareholder with the right to vote, the corporate proxy, the independent proxy or a depositary. All the shares held by a shareholder may be represented by one person only.
The members of the Board of Directors of Kuoni Travel Holding Ltd. who are present at the Annual General Meeting of Shareholders decide whether powers of attorney are to be recognised.
The vested rights of the shareholders entered in the share register on 25 February 1995 (including those of their legal successors by virtue of the devolution or partition of an estate, a matrimonial property regime or merger with or incorporation into a directly-controlled, wholly-owned holding company) remain intact. Neither do the limitations outlined above apply to shares which have been or will be acquired by the shareholders entered in the share register on 25 February 1995 or their legal successors as defined above through the exercise of subscription, warrant, option or conversion rights arising from the shares entered in the share register on 25 February 1995 and any shares derived therefrom.