Hybrid Annual General Meetings with Direct Voting in Switzerland

Hybrid AGM to be permitted if provided for in Articles of Incorporation

The provisions of the revised company law will allow companies to carry out virtual or hybrid Annual General Meetings in future. However, this event type must be provided for in their Articles of Incorporation. Existing companies may therefore have to adopt an amendment to their Articles of Incorporation in a conventional AGM.

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Technological conditions for direct voting

The legislator does not specify which electronic means can be used to conduct a hybrid Annual General Meeting. In order to preserve legal certainty, however,

• the participants’ identity must be clearly ascertainable,
• all attendees must be able to submit motions and participate in discussions,
• the votes must be directly transmittable and the voting results must be unalterable.

An AGM that cannot be conducted properly due to technical malfunctions may have to be repeated some other time. Moreover, technical security needs to be guaranteed. Nevertheless, both the revised company law and the Federal Council refrain from clear specifications with regard to cyber security in order to remain open to technological progress.

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NIMBUS Direct Voting: the subsystem to the NIMBUS Solutions Suite for holding virtual Annual General Meetings

With NIMBUS Direct Voting, we are offering companies a tool that meets all the requirements of a professional and legally compliant implementation of virtual or hybrid Annual General Meetings in accordance with the new company law.

With our NIMBUS Direct Voting addition, companies can fully customize the statutory part of their Annual General Meeting:

• Prior postal voting
• Prior remote voting by proxies using the NIMBUS ShApp web platform
• Physical event at one or more sites with real-time voting using NIMBUS VS (voting unit)
• Digital real-time web voting using NIMBUS Direct Voting

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State-of-the-art technology made in Switzerland – secure, integrated, proven

NIMBUS Solutions Suite – including NIMBUS Direct Voting – was developed in Switzerland by Nimbus AG. All systems meet the highest security standards, have a redundant design and are located in Switzerland. Your data is therefore perfectly protected and subject exclusively to Swiss law.