If Proposal 4 is not approved, our ability to opportunistically and timely access capital markets may be limited because of the lengthy process we would be required to undertake to call and hold special meetings of shareholders to seek additional authorizations to issue shares should we choose to do so as part of managing our capital structure, even if we would not otherwise be required to obtain shareholder approval under NYSE rules.
| 4. | Our shares are listed exclusively in the U.S., and we follow the NYSE rules and listing standards that provide separate restrictions on share issuances for the protection of shareholders. |
If our shareholders approve Proposal 4, we will continue to be subject to all of the shareholder approval and other requirements that arise from Swiss law and the rules and listing standards of the NYSE. For example, with certain exceptions, NYSE rules generally require shareholder approval to issue shares in a transaction if the issued shares would equal 20% or more of the voting power or outstanding shares of the company after the transaction. We also are subject to NYSE rules that limit the circumstances where shares may be issued to a related party without shareholder approval, such as in connection with a transaction where a related party has a 5% interest in the company or assets being acquired and the issuance results in a 5% increase in outstanding shares or voting power.
For these reasons, we believe that the share capital authorization we seek from our shareholders at the Annual Meeting is reasonable and appropriate, and we encourage shareholders to vote “FOR” Proposal 4.
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How to vote your shares
Shareholders registered in our share register as of April 25, 2022, the record date for the 2022 Annual General Meeting, have the right to attend the meeting and vote their shares. Shareholders who wish to attend and vote at the meeting in person are required to present either the Notice of Internet Availability of Proxy Materials (the “Notice”), or any proxy card that is sent to them, or, if a beneficial holder holds shares in the name of a bank, broker or other nominee, a legal proxy issued by such holder’s bank, broker or other nominee in the holder’s name, each with proof of identification.
Even if you plan to attend the 2022 Annual General Meeting, we encourage you to submit your voting instructions prior to the meeting.
You may revoke your proxy or proxy card at any time prior to its exercise by taking one of the actions described in the Proxy Statement, or by appearing at the meeting, notifying the independent proxy with respect to applicable proxies, and voting in person. Your presence without voting at the meeting will not automatically revoke your proxy, and any revocation during the meeting will not affect votes in relation to agenda items that have already been voted on. If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee in revoking your previously granted proxy.
If you plan to attend the 2022 Annual General Meeting in person, we urge you to arrive at the meeting location no later than 5:30 p.m., Swiss time on Thursday, May 12, 2022. In order to determine attendance correctly, any shareholder leaving the 2022 Annual General Meeting early or temporarily, will be requested to present such shareholder’s admission card upon exit. Directions to the 2022