Proxy Voting
Services
Your Independent Proxy
SERVICES
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Professional proxy
Proxy Voting Services GmbH is available to companies and their shareholders as an independent proxy. Our team of lawyers with many years of experience look after the mandates personally.
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Efficient processing of powers of attorney and instructions
Proxy Voting Services GmbH records the proxy and instruction forms sent to it by the shareholders and checks their validity. The shareholders also have the option of issuing electronic instructions to Proxy Voting Services GmbH. The technical processing of the voting instructions is carried out by the share register or by the company's commissioned IT provider.
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Exercise of voting rights in accordance with the shareholder's instructions
The total number of votes received from the shareholders will be exercised at the General Meeting in accordance with instructions by the personally present representatives of Proxy Voting Services GmbH.
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Advice on questions relating to the independent proxy
Proxy Voting Services GmbH advises companies on the transparent and clear design of the documents for the invitation to the general meeting as well as on the formulation of the power of attorney and instruction forms.
Your advantage:
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Proxy Voting Services GmbH strengthens the exercise of the participation rights of the shareholders. It increases attendance at general meetings and improves the corporate governance of Swiss companies.
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Our team of lawyers has many years of experience and is able to efficiently handle mandates for different companies at the same time.
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The election of Proxy Voting Services GmbH ensures that the mandate manager is deputized even if he is unable to attend the General Assembly.
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Proxy Voting Services GmbH is available to all shareholders, regardless of whether they want to approve the proposals of the Board of Directors or not.
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Proxy Voting Services GmbH is obliged to exercise the voting rights as instructed.
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The company can also hold the general meeting abroad and elects Proxy Voting Services GmbH as the independent proxy.
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The company can also hold a virtual general meeting and elects Proxy Voting Services GmbH as the independent proxy.
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The proxy voting by Proxy Voting Services GmbH is free of charge for the shareholders.
INDEPENDENCE
Proxy Voting Services GmbH fulfills the independence required to exercise the mandate as an independent proxy (Art. 689b para. 4 OR). In particular, she does not exercise any further orders for the companies.
VOTING SECRECY / CONFIDENTIALITY
Proxy Voting Services GmbH ensures that the individual voting secrecy of the shareholders is preserved until the AGM and that the company is not informed in advance.
she treats the instructions of the individual shareholders confidentially until the general meeting.
You can provide the company with general information about the instructions received.
It may not provide the information earlier than three working days before the general meeting and must explain at the general meeting what information it has provided to the company (Art. 689c para. 5 OR).
OUR TEAM
Proxy Voting Services GmbH is an owner-managed company founded by Dr. René Schwarzenbach in 2013. In 2023, Dr. Christof Helbling and Gian Andri Töndury took over the company as well as the management in order to ensure the succession for the clients of Proxy Voting Services GmbH. Both shareholders are licensed lawyers with their own practice in Zurich and have been acting as independent proxies for many years. They are supported by a team of experienced lawyers. This ensures confidentiality and representation.
Our team has many years of experience as an independent proxy for well-known listed companies (see references below) and is efficiently supported administratively by our experienced assistants.
Dr. Christof Helbling
Dr. René Schwarzenbach
Gian Andri Tondury
Lina Laraki
Kaija Niehus
Florence Mathier
CREDENTIALS
The following companies and organizations trust in the services of Proxy Voting Services GmbH as independent proxy (in alphabetical order):
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Belimo Holding AG, Hinwil
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Leonteq AG, Zurich
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medmix AG, Winterthur
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OC Oerlikon Corporation AG, Pfaeffikon, Freienbach
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Orior AG, Zurich
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PSP Swiss Property AG, Zug
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Schweiter Technologies AG, Steinhausen
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Sulzer AG, Winterthur
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Swatch Group AG, Neuenburg
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Swiss Re AG, Zurich
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TE Connectivity Ltd, Schaffhausen
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Tecan Group AG, Mannedorf
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Vetropack Holding AG, Saint-Prex
Non-listed companies:
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Exit German Switzerland, Zurich
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Swiss Society for Hotel Credit, Zurich
PUBLICATIONS
PUBLICATIONS
PUBLICATIONS
> Article from January 25, 2014 by René Schwarzenbach in the Neue Zürcher Zeitung (NZZ) about pitfalls for independent proxies at general meetings.
>In an article in the "Schweizerische Juristen-Zeitung", René Schwarzenbach addresses the issues of independence, voting secrecy and the design of the instruction form, which are important in practice. See: Dr. René Schwarzenbach, "The independent proxy after the Minder initiative", SJZ 110(2014), pp. 397-404.
FREQUENT QUESTIONS
How do I authorize the independent proxy?
For this purpose, you must first tick and authorize the designated independent proxy on the reply form (proxy and instruction form). Furthermore, you must at least tick the box for the general issuing of instructions (yes/no/abstain) on the instruction form. If you want to issue instructions that deviate from the general instructions on one or more agenda items, then also tick the corresponding boxes for specific instructions. Send the signed instruction form to the address given. Unsigned Forms of Instruction are invalid. Alternatively, you also have the option of issuing your voting rights instructions online (without sending in the instruction form).
How does the independent proxy behave in the absence of instructions?
If Proxy Voting Services GmbH does not receive any instructions, it abstains from voting. It should be noted that the General Assembly passes its resolutions with an absolute majority of the votes represented, unless otherwise provided in the Articles of Association. Abstentions are considered (neutral) votes cast and represented, but have the same effect as no votes.
If, on the other hand, the Articles of Association provide for the absolute majority of the (valid) votes cast as the basis for calculation, abstentions count as share votes not cast and have no effect.
Proxy Voting Services GmbH is not obliged to obtain instructions.
How does the independent proxy react to amendments or additional proposals during the general meeting?
The transparent and clearly designed power of attorney form of the company is primarily decisive. The shareholder also has the option of issuing instructions regarding unknown amendments or additional proposals made during the General Meeting. If no such instruction is given, the general instruction applies.
In case of doubt, does the independent proxy vote in favor of the proposals of the Board of Directors?
No, the independent proxy is independent of the company or its bodies (as the name suggests) and represents the votes entrusted to him neutrally. If Proxy Voting Services GmbH does not receive any instructions, it abstains from voting.
Can I authorize the independent proxy to submit motions and/or present votes?
No, the independent proxy can only be mandated to vote at the General Meeting. He can neither submit motions nor read votes on behalf of shareholders. In these cases, you must attend the General Assembly in person or be represented by an individually appointed representative.
CONTACT / LOCATION
Proxy Voting Services GmbH
Grossmunsterplatz 1
PO box
8024 Zurich
Switzerland