Page 13 - Demo
P. 13


                                    DKSH Annual Report 2023 11a bank or depositary institution following an assignment by the selling shareholder and notification of such assignment to the Company by the bank or depositary institution. The transferee must file a share registration form to be registered in the Company%u2019s share register as a shareholder with voting rights. Failing such registration, the transferee may not vote at, or participate in any General Meeting but may still receive dividends and other rights with financial value. The uncertificated shares may be transferred only with the assistance of the bank that administers the book entries of such shares for the account of the transferring shareholder.Further, shares may be pledged only to the bank that administers the book entries of such shares for the account of the pledging shareholder; in such case, the Company needs to be notified. According to the Articles of Association, a person having acquired shares will be recorded upon request in the Company%u2019s share register as a shareholder with voting rights. The Company may refuse to record a person in the share register as a shareholder with voting rights, if such person does not expressly state that he/she has acquired the shares in his/her own name and for his/her own account.Upon request, fiduciaries/nominees may be entered as shareholders in the share register with voting rights for shares up to a maximum of 3% of the share capital. Shares held by a fiduciary/nominee that exceed this limit may be registered in the share register with voting rights, if such fiduciary/nominee discloses to the Company the name, address, nationality, or registered office and shareholdings of any person or legal entity for whose account it is holding 0.5% or more of the share capital.Fiduciaries/nominees who are affiliated with other fiduciaries/nominees by means of ownership structure or voting rights or that have a common management or are otherwise affiliated, are deemed one fiduciary/nominee as regards the application of such entry limitations. The Board of Directors may, at its discretion and after questioning a shareholder or nominee who is entered in the share register, remove their entry with retroactive effect as of the date of their entry if this was made based on incorrect information. The affected shareholder or fiduciary/nominee must be notified of the cancelation immediately. Legal entities, partnerships or groups of joint owners, or other groups that are related to one another through capital ownership or voting rights or have a common management or are otherwise interrelated are treated as one single shareholder.In 2023, no such request was made, and thus no exception was made.Convertible Bonds and OptionsAs of December 31, 2023, the Company has not issued any bonds that are convertible into shares, or any warrants or options to acquire shares in the Company.3. Board of DirectorsThe following table provides an overview of the Company%u2019s Board of Directors (the Board of Directors) as of December 31, 2023.Name Function Committee Membership Director Since Expiry DateMarco Gadola Chairman 2020 2024Gabriel Baertschi1 MemberMemberNomination and Compensation CommitteeMergers and Acquisitions Committee2023 2024Adrian T. Keller Member MemberNomination and Compensation Committee Mergers and Acquisitions Committee2002 2024Dr. Wolfgang Baier Member 2019 2024Jack Clemons Member MemberAudit Committee Mergers and Acquisitions Committee2019 2024Andreas W. Keller Member 2002 2024Prof. Dr. Annette G. K%u00f6hler Chair Audit Committee 2018 2024Dr. Hans Christoph Tanner Chair MemberMergers and Acquisitions Committee Audit Committee 2011 2024Eunice Zehnder-Lai Chair Nomination and Compensation Committee 2018 20241 Gabriel Baertschi was elected to the Board of Directors as of March 16, 2023.
                                
   7   8   9   10   11   12   13   14   15   16   17