Minutes Of Extraordinary General Meeting are crucial corporate documents required under Swiss law when companies need to make significant decisions outside their regular annual general meeting schedule. These minutes document special shareholder meetings called to address urgent or important matters such as capital changes, mergers, acquisitions, or significant amendments to the articles of association. The document must comply with the Swiss Code of Obligations, particularly Articles 698-706b, and often requires submission to the Swiss Commercial Register. The minutes serve as official evidence of corporate decisions and must include specific details about attendance, quorum, voting results, and formal resolutions. For certain resolutions, such as capital increases or mergers, the presence of a notary public may be required to authenticate the minutes.
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1. Meeting Details: Date, time, location, and type of meeting (EGM)
2. Company Information: Full legal name, registered office, and commercial register number
3. Chair and Secretary: Names and roles of the meeting chair and appointed secretary
4. Attendance and Representation: List of shareholders present or represented, including number of shares and voting rights
5. Quorum Confirmation: Confirmation that required quorum is met with specific numbers/percentages
6. Agenda: List of items to be discussed and voted upon
7. Discussions: Summary of key discussions for each agenda item
8. Resolutions and Voting Results: Formal resolutions proposed and detailed voting results for each
9. Closing: Time of meeting closure and signatures of chair and secretary
1. Extraordinary Business Matters: Section for specific extraordinary matters like capital changes, mergers, etc. - included when such matters are discussed
2. Shareholder Statements: Specific statements requested by shareholders to be recorded - included when such requests are made
3. Objections: Record of any formal objections raised - included when shareholders make objections
4. Board Recommendations: Board's position on agenda items - included for complex decisions requiring board guidance
5. Expert Reports Summary: Summary of any expert opinions or valuations - included when external expertise was sought
1. Attendance List: Detailed list of attendees with signatures
2. Proxy Forms: Copies of valid proxy forms submitted
3. Meeting Notice: Copy of the EGM notice and proof of its distribution
4. Voting Records: Detailed breakdown of votes cast
5. Supporting Documents: Any relevant documents referenced during the meeting (e.g., financial statements, expert reports)
6. Power of Attorney Documents: If any shareholders were represented by attorneys
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