Segetis AG, Platz 4, CH-6039 Root D4 (CHE-114.579.937) (Segetis), provides in connection with the preparation for the general meeting and the holding of a hybrid or virtual general meeting at www.netvote.ch (netVote) an online solution for registration, the electronic issuing of instructions to the independent proxy and the participation in the hybrid or virtual general meeting.
Only shareholders and their representatives authorised to attend and vote at the general meeting in accordance with the articles of incorporation of the relevant company (the Company) are entitled to use netVote (the Shareholders).
If the Shareholder is a partnership or legal person, the person ordering the admission card or issuing the electronic instructions or participating in the hybrid or virtual general meeting must be authorised to do so by the partnership or legal person for which he/she is acting or be authorised to represent the partnership or legal person.
If shares are jointly owned (e.g. as a result of community of property or community of heirs), then the entitled persons may only exercise the rights attached to the share through a joint proxy. This applies to ordering admission cards, submitting electronic instructions and participating in the hybrid or virtual general meeting (Art. 690(1) of the Swiss Code of Obligations (CO)).
In the case of usufruct of a share, the share is represented by the usufructuary (Art. 690(2) CO).
In the event that, in addition to issuing instructions to the independent proxy electronically, a Shareholder also issues instructions in written form, the date of the last expression of will by the Shareholder will be deemed decisive, whereby the date of use of netVote and the date of receipt of the signed proxy form by Segetis or the independent proxy will be compared for such purpose. In the case of identical dates, the electronic issuing of instructions will be considered.
Shareholders who have issued instructions to the independent proxy ahead of the general meeting may no longer vote at the hybrid or virtual general meeting.
The electronic or written ordering of an admission card for the general meeting will in any case render invalid any instructions previously given to the independent proxy.
To the extent permitted by law and the Company’s articles of incorporation, the Shareholder has the option of requesting the invitation to the general meeting electronically. In such case the Shareholder can activate the electronic dispatch by clicking the button. The Company is thus authorised to send the necessary documents by email.
Electronic delivery is deemed to have been duly effected if it has been sent to the Shareholder at the email address provided by the Shareholder. In the case of delivery desired by electronic means, the Company will still be entitled to deliver the documents only or also in paper form without stating a reason.
For electronic dispatch, the Shareholder must correctly indicate his/her email address. Any changes must be notified to the share register without delay.
The Shareholder may deactivate the electronic dispatch in netVote at any time.
General obligations of the Shareholder
The Shareholder is solely responsible at his/her own expense for his/her computer’s access to the internet and the installation and updating of operating systems, web browsers and security software (e.g. virus protection) on his/her computer.
The Shareholder must keep all means of identification (in particular user name and password) secret and protect them against misuse by unauthorised persons. In particular, he/she may not hand them over or make them accessible to third parties.
Only the Shareholder or his/her representative is entitled to use netVote. Use by third parties is not permitted.
The Shareholder bears all risks arising from the use – including misuse – of means of identification, in particular passwords. When using netVote, the Shareholder acknowledges without any reservation all actions taken with his/her login. This applies in particular to all instructions and directives.
The Shareholder expressly agrees that his/her data entered under netVote will be entered into the general meeting system and used for the intended purpose.
Exclusion of liability of Segetis
The liability of Segetis for any direct and indirect damages, direct and indirect losses and consequential losses (including loss of profit) arising from or in connection with the operation of netVote is excluded. Segetis accepts no responsibility for the correctness and completeness of the instructions given in netVote.
In particular, the liability of Segetis for damages is excluded:
as a result of disruptions to the communication networks, such as transmission errors, technical defects in the network infrastructure, disruptions to the internet, unlawful interference with the communication networks or overloads of the communication networks;
as a result of malfunctions or interruptions at the Shareholder’s terminal;
as a result of malfunctions or interruptions of netVote or the unavailability of netVote, provided Segetis has exercised due diligence;
as a result of computer viruses or other malware; and
as a result of force majeure events or events beyond the control of Segetis, improper use of netVote or external environmental influences.
The exclusion of liability in this clause 6.1:
also includes acts and omissions of employees, agents and other auxiliary persons of Segetis (auxiliary person liability, Art. 101 CO, and principal liability, Art. 55 CO); and
applies to all potential claims of the Shareholder against Segetis, irrespective of their legal basis; and
applies only insofar as it is legally permissible to exclude liability.