Participation rights of shareholders
Restrictions on voting rights and proxy representation
In accordance with the Articles of Association1), voting rights are restricted to a limit of 10 %. This rule does not apply to the Canton of Lucerne, which, as the majority shareholder, is required by law to hold at least 51 %.
According to Article 13No. 3 of the Articles of Association1), a shareholder may only be represented at the General Meeting by their legal representative, another person with written authorisation who does not need to be a shareholder, or by an independent proxy. All of the shares held by a shareholder may only be represented by one single person. According to Article 13No. 4 of the Articles of Association1), LUKB also allows shareholders to issue powers of attorney and instructions to the independent proxy electronically. The Chair shall instruct that voting and elections be conducted by a show of hands, in writing or electronically. As a rule, voting and elections are held electronically.
Statutory quorums
Neither the Articles of Association nor Swiss law require a specific quorum for a General Meeting to have a quorum. The General Meeting passes its resolutions by an absolute majority of the share votes represented at a General Meeting (i.e. by a majority of the shares represented, with abstentions having the effect of votes against).
These resolutions of the General Meeting include, in particular, general amendments to the Articles of Association, the election of the members of the Board of Directors, the members of the Nomination and Compensation Committee and the statutory auditors, the approval of the Annual Review and the consolidated financial statements, the approval of the compensation of the Board of Directors and the Executive Board, the determination of the annual distribution, the discharge of the members of the Board of Directors and the Executive Board, and the appointment of a special auditor.
A resolution of the General Meeting that is passed by at least two-thirds of the votes represented at the General Meeting and an absolute majority of the nominal value of the shares represented is required for: Changes to the purpose of the company, the consolidation of shares unless the consent of all shareholders concerned is required, the introduction of voting shares, the restriction of the transferability of registered shares, the introduction of conditional capital, the introduction of a capital spread or the creation of reserve capital pursuant to Article 12 of the Banking Act1) of 8 November 1934, a capital increase from equity, against a contribution in kind or by offsetting against a claim and the granting of special benefits, the restriction or cancellation of subscription rights, a transfer of the company's registered office or the dissolution of the company without liquidation (e.g. by merger).
Convocation of the General Meeting and inclusion of items on the agenda
Under Swiss law, an ordinary Annual General Meeting must be held annually within six months of the end of the financial year of Luzerner Kantonalbank AG (currently 31 December).
General Meetings may be convened by the Board of Directors or, if necessary, by the statutory auditor. One or more shareholders who together represent at least 5 % of the share capital or votes have the right to request that a General Meeting be convened. Any shareholder or shareholders who either individually or collectively represent(s) at least 0.1 % of the share capital or votes may request that an item be added to the agenda. They may also request that motions relating to agenda items be included in the notice calling the General Meeting. A General Meeting shall be convened at least 20 days before the date of the meeting by publication in the Swiss Official Gazette of Commerce.
In the two weeks preceding the General Meeting, no registrations of registered shares entitling the holder to exercise voting rights at the General Meeting shall be made in the share register of Luzerner Kantonalbank AG. Specifically, the share register will be closed for the 2026 Annual General Meeting from 5 p.m. on 27 March 2026. Shareholders who buy or sell shares during these two weeks are not/no longer entitled to vote with these shares at the Annual General Meeting.
Inclusion of items on the agenda
See the previous Section ‘Convocation of the General Meeting and inclusion of items on the agenda’.
Entries in the share register
See previous Sections ‘Restrictions on voting rights and proxy representation’ and ‘Convocation of the General Meeting and inclusion of items on the agenda’.