The real estate company announced on Friday that it has modified the agenda for its annual general meeting 2022 to lower the threshold allowing shareholders to add an item on the agenda. This decision follows Ethos' recommendation to oppose the initial proposal of the board of directors to set this threshold at 0.5% of the capital, which represented a significant deterioration of the current threshold. Considering the concerns expressed by Ethos, the board decided to review its proposal and to set the threshold at 0.25%.
Swiss Prime Site announced on last Friday that it has modified item 7.1 of the agenda for its 2022 general meeting to be held on March 23. The new threshold proposed to allow shareholders to add an item to the agenda of a general meeting is now set at 0.25% of the capital instead of the 0.5% initially proposed.
Ethos welcomes this decision, which follows the dialogue initiated with the company after the publication of its agenda on 17 February. Considering that the new threshold is acceptable, Ethos in turn reviews its position and now recommends that shareholders approve item 7.1 of the agenda. “This is a good compromise which makes it possible to maintain an accessible threshold for shareholders”, underlines Vincent Kaufmann, CEO of Ethos.
As a reminder, Ethos has repeatedly warned of a possible deterioration of shareholder rights in connection with the revision of the Swiss Code of Obligations. The new text, which will come into force in 2023, stipulates that shareholder holding 0.5% of the capital of a company will have the right to add an item to the agenda. However, among the 48 companies belonging to the SMI Expanded index, nearly half (including Swiss Prime Site) currently have in their articles of association a threshold that is less than 0.5% of the capital.
The case of Swiss Prime Site demonstrates that shareholders are ready to undertake action to defend their rights. Companies that currently have a threshold of less than 0.5% of capital should take this into account and maintain it, otherwise their shareholders could refuse proposed amendments to the articles of association as the change would deteriorate shareholder rights. "Nothing prevents companies from keeping a threshold below 0.5% of the capital in their articles of association ", recalls Vincent Kaufmann.