7. Change of control and defensive measures
As VP Bank Ltd is a licensed bank domiciled in Liechtenstein whose shares are listed on the SIX Swiss Exchange, it also must observe several Swiss regulations in addition to those of Liechtenstein. The former include, in particular, the provisions regarding the disclosure of significant shareholders which are included in the Financial Market Infrastructure Act (FMIA) and the related Financial Market Infrastructure Ordinance (FMIO). Consequently, shareholders are to make ad-hoc notification to both SIX Swiss Exchange and VP Bank Ltd whenever the defined thresholds are crossed.
The Articles of Incorporation of VP Bank contain no comparable regulations as to “opting-out” or “opting-in” as reflected in the Swiss regulations. Neither do any change of control clauses exist in favour of the members of the Board of Directors or the Executive Board or the Group Executive Management. The provisions of the Liechtenstein Act on Takeovers (TOA) apply.