Use, Scope, and Boundary

With the GVMANAGER Online portal (“portal”), DEVIGUS Engineering AG (“DEVIGUS”), through its division DEVIGUS Shareholder Services, offers a web-based solution for the processing of registrations and electronic voting instructions submitted to the Independent Proxy in the context of general meetings of listed companies (“company”). The portal also offers additional functionalities, such as the ordering of publications and the submission of address changes. DEVIGUS reserves the right to extend the functionalities of the portal as well as to enhance it in response to legislative changes without advance notice.

These terms of use shall apply in the legal relationship between DEVIGUS and the company on the one hand and the shareholder using the portal (“shareholder”) on the other hand.

The German version is legally binding and takes precedence over translations.

Access Codes for the Usage of the Portal

Every shareholder registered in the share register with the right to vote will be informed appropriately, through the written invitation of the company to its general meeting, about the possibility to use the portal. In particular, every shareholder shall receive a personal access code allowing him or her to vote electronically or to use other functionalities of the portal in the forefront of the general meeting.

In order to use the functionality of the portal, the shareholder receives personally delivered access data from the company. To prevent fraudulent use, the functionality of the portal can only be used by entering the personally delivered access data to an annual general meeting. That access data can be used by the shareholder to register a user account.

During the registration of a user account the shareholder must enter a minimal amount of personal data into the portal, consisting of his or her email address and mobile phone number, both of which are required for authentication purposes. The user account permits the participant to use the portal repeatedly to modify power of attorney and instructions to the independent proxy, to order an admission card, or to use other services in the forefront of the general meeting. DEVIGUS reserves the right to additionally offer general information pertaining to shareholder services to all registered users of the portal.

Authorization to Use and Transferability

All shareholders with the right to participate and vote at the general meeting are authorized to use the portal.

The authorization to use the portal is personal and not transferable.

Electronic Notification in Subsequent Years

The participating users of the portal agree to be possibly notified purely electronically in subsequent years. The company conducting the general meeting reserves the right to seasonably make the decision during the preliminary stages of the regular invitation to the general meeting. With the exception of the conclusion of this user contract, the electronically participating shareholder has no right of choice to decline an electronic notification.

Availability and Use of the Portal

With the portal, DEVIGUS fulfills the requirements of the Swiss Ordinance against Excessive Compensation at Listed Companies (VegüV) to allow shareholders to vote electronically in the forefront of a general meeting.

The decision to use the portal resides solely with the shareholder. Neither DEVIGUS nor the company shall take any responsibility for instructions, orders of publications, changes of addresses, etc., which have not been given or are either incomplete or wrong. Any responsibility is also declined for powers of attorney and instructions declined by the Independent Proxy due to errors in form.

In case a shareholder sends written instructions in addition to electronic voting instructions to the Independent Proxy, the date of the last declaration of intention (date of usage of the portal, date of written power of attorney) shall prevail. In case of identical dates, the electronic instructions shall prevail. The electronic or written order of an admission card shall supersede prior instructions in any case.

Due Diligence

DEVIGUS shall use its comprehensive expert knowledge and greatest possible care to guarantee a smooth operation of the portal.

The participating shareholder shall take care that his or her personal access data is used with appropriate care and protected from unauthorized access.

The participating shareholder shall undertake in all conscience to only use information and access codes designated exclusively to him or her. Any information or access code meant for other participants, made accessible to him or her either accidentally or for any other reason, may not be used but must be reported to DEVIGUS immediately.

Usage of Data and Confidentiality

Based on article 13 of the Federal Constitution of the Swiss Confederation and the Ordinance to the Federal Act on Data Protection, every individual has the right to protection of his or her privacy as well as to protection from abuse of his or her personal data. DEVIGUS complies with these regulations. Personal data is handled strictly confidentially and is neither sold nor transferred to third parties.

The participating shareholder’s data shall be used exclusively for the general meeting in question. The Independent Proxy of the company is authorized to obtain knowledge of the votes and other instructions submitted through the portal at any time.

The participating shareholder takes note and explicitly agrees that his or her data entered in the portal shall be consolidated in the electronic voting system of DEVIGUS (GVMANAGER) and that, depending on the business case, it may also flow into the share register system of the company.

DEVIGUS shall strive to protect the databases from unauthorized access, data loss, abuse, or falsification at all times.

When accessing the portal, the following data shall be stored in log files: IP address, date, time, browser request, and generally transferred information, such as the operating system or the browser. This user data constitutes the basis for statistical, anonymous analysis aiming at revealing trends which may allow DEVIGUS to optimize its services. In compliance with the Federal Law on the Surveillance of Post and Telecommunications Traffic (BÜPF), DEVIGUS is bound to retain connection data of the last six months.


Every shareholder shall accept without any reservation all actions performed on the portal using his or her personal one-time code. This explicitly applies to all instructions submitted once the participant’s authentication has been successful from the portal’s perspective.

DEVIGUS shall take no responsibility for the correct and complete transfer of the given instructions to the portal. The instructions actually arriving at the portal shall be relevant for transmission to the Independent Proxy.

Neither DEVIGUS nor the company shall be held responsible for instructions declined by the Independent Proxy on legitimate grounds.

Neither DEVIGUS nor the company shall issue a guarantee to keep the online access to the portal up and running without interruption. Access may be interrupted temporarily in wellgrounded cases without prior notice. In case previously entered instructions should get lost, against expectation, in such a situation, neither DEVIGUS nor the company shall accept any responsibility, insofar as permitted by law.

To prevent unauthorized access, latest security measures are put in place. However, DEVIGUS shall not take any responsibility for illegal interventions performed on the system by hackers or by whatever kind of technique, and shall explicitly decline any liability in this context, insofar as permitted by law.

Indemnification claims on the part of participating shareholders or third parties against DEVIGUS and/or the company shall, insofar as permitted by law, be explicitly excluded.

Special, foreign legislation may affect the process as implemented in the portal. Therefor no rights for complaints, penalties, or any other kind of consequences against DEVIGUS or the company shall exist.

References and links to third-party websites are beyond the scope of responsibility of DEVIGUS. Any responsibility for such websites shall be declined. Access and usage of such websites occurs at the user’s own risk.

Changes of the Terms of Use

The existing terms of use may be modified any time; they shall take effect when made available in the portal. The participating shareholder must actively accept and confirm the terms of use upon first usage of the portal, as well as after every change of the terms of use.

Place of Jurisdiction, Contact

Place of jurisdiction is Zug, canton Zug. Swiss substantive law is applied. The address of the operating company of the GVMANAGER Online portal is: DEVIGUS Shareholder Services, c/o DEVIGUS Engineering AG, Birkenstrasse 47, CH-6343 Rotkreuz (Zug).

Date: February 2015
Version: V 3.0