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DKSH Annual Report 2023 317. Change of Control and Defense MeasuresDuty to Make an OfferA purchaser of shares in the Company must submit a public takeover offer, pursuant to the Articles 135 and 163 FinMIA and %u00a7 6 of the Articles of Association, if it exceeds the threshold of 49% of the voting rights in the Company (opting-up).Clauses on Changes of ControlThere are no change of control clauses (which would be triggered in the event of a direct or indirect change of control in the Company) in favor of the members of the Board of Directors, the Executive Committee or any other senior manager or officer.The contracts of employment with the members of the Executive Committee may have a fixed or indefinite term. The maximum duration for fixed-term contracts and the maximum notice period for contracts of an indefinite term shall be twelve months (%u00a7 27 of the Articles of Association).In case of an ordinary termination, all such members of the Executive Committee would be entitled to the fixed salary throughout the remainder of the applicable termination period. Furthermore, all such members of the Executive Committee may be entitled to annual variable pay, timely prorated, if applicable, in accordance with the principles, as explained in the Compensation Report.Transparency on non-financial MattersThe Board of Directors has prepared a separate sustainability report that is subject to an advisory vote by the Ordinary General Meeting.8. Statutory AuditorsDuration of Mandate and Term of Office of the Lead AuditorThe re-election of Ernst & Young AG, Zurich (EY), as the external statutory auditor of the Company as well as the Group auditor for the business year 2023, was confirmed at the Ordinary General Meeting in 2023, with the declaration of acceptance dated March 3, 2023. The appointment of the auditor is for one year and is renewed annually. EY have been the auditors of the Company for thirteen years, with Mr. Simon Zogg acting as its Lead Partner since year-end 2019.Auditing FeesThe fees charged for auditing services for the year 2023 amounted to CHF 2.9 million.Independent Shareholder Representatives in relation to a General Meeting.The Board of Directors shall ensure that the shareholders have the opportunity to issue to the Independent Shareholder Representative:(i) voting instructions on any motion concerning agenda items included in the invitation;(ii) general voting instructions on agenda items that have not been pre-announced and new agenda items pursuant to Art. 704b CO;(iii) proxies and instructions also electronically.Proxies and instructions may only be given to the Independent Shareholder Representative for the forthcoming General Meeting. The Board of Directors is authorized to waive the requirement for a qualified electronic signature either fully or partially. The general or implied instruction of a shareholder to the Independent Shareholder Representative to vote in favor of the motions of the Board of Directors is permitted. This also applies to motions, which have not been pre-announced in the invitation of the General Meeting.Statutory QuorumsUnless stipulated otherwise by mandatory legal provisions, the General Meeting passes its resolutions and carries out its votes based on the majority of the votes represented. The Chairperson determines whether votes are to be open, electronic or in writing, unless one or more shareholders who together hold at least 5% of the votes represented request a written or electronic vote.Convocation of the General Meeting of ShareholdersGeneral Meetings of shareholders are convened by the Board of Directors by way of a notice in the Swiss Official Gazette of Commerce and by way of letters to the shareholders listed in the share register at least 20 calendar days before the relevant meeting. The convocation of a General Meeting may also be requested by one or more shareholders who together represent at least 5% of the share capital or votes.Inclusion of Items on the AgendaShareholders who represent shares of at least 0,5% of the share capital or votes may request that items be put on the agenda. This request must be submitted to the Board of Directors in writing, along with the respective motions, at least 45 calendar days before the relevant General Meeting.Registrations in the Share RegisterIn the invitation to the General Meeting, the Board of Directors states the applicable record date by which shareholders must be registered in the share register to be eligible to participate in and vote at the meeting. In recent years, the Company has set the record date between eleven to sixteen working days before the General Meeting.