Report from Cavotec SA Ordinary General Meeting 2017

16:15 / 29 mars 2017 Cavotec Pressmeddelande

Cavotec SA
Decisions of general meeting

Report from Cavotec SA Ordinary General Meeting 2017

Cavotec SA (“the Company”) today held its Ordinary General Meeting (“OGM”) in
Lugano, Switzerland, chaired by Stefan Widegren. 

1. Annual report, financial statements and consolidated financial statements
for the year 2016, report of the Statutory Auditors 

The OGM adopted the Board of Directors’ proposal that the annual report, the
financial statements and the consolidated financial statement for the year 2016
be approved. 

2. Appropriation of available earnings
The OGM adopted the Board of Directors’ proposal for the following
appropriation: 

CHF
Carried forward from previous years                                            
                      (18,713,070) 
Net gain/loss for the financial year 2016                                      
                      (899,293) 
Total earnings available                                                       
                            (19,612,363) 
Appropriation to general statutory reserves (retained earnings)                
        0 
Appropriation to other reserves                                                
                          0 
Proposed balance to be carried forward                                         
               (19,612,363) 

3. Grant of Discharge from Liability to the Board of Directors and Persons
entrusted with the Management from Activities during Business Year 2016 

The OGM granted discharge to all members of the Board of Directors as well as
the other persons entrusted with the management. 

4. Capital reduction through partial nominal value repayment
The OGM adopted the Board of Directors’ proposal:

a) to reduce the current share capital of CHF 106,023,600.00 by CHF
3,926,800.00 to CHF 102,096,800.00 by way of reducing the nominal value of the
registered shares from CHF 1.35 by CHF 0.05 to CHF 1.30 and to use the nominal
value reduction amount for repayment to the shareholders; 

b) to confirm as a result of the report of the auditors, that the claims of the
creditors are fully covered notwithstanding the capital reduction; 

c) to amend article 4, article 4ter, article 4quater para. 1, article
4quinquies, article 4sexies, article 4septies and article 4octies of the
Articles of Association according to the following wording as per the date of
the entry of the capital reduction in the commercial register (the proposed
amendments are in italics): 

Article 4

“The share capital of the Company is CHF 102,096,800.00 and is divided into
78,536,000 fully paid registered shares. Each share has a par value of CHF
1.30.” 

Article 4ter

“The share capital may be increased in an amount not to exceed CHF 928,163.60
through the issuance of up to 713,972 fully paid registered shares with a par
value of CHF 1.30 per share by the issuance of new shares to employees of the
Company and group companies. The pre-emptive rights and advance subscriptions
rights of the shareholders of the Company shall thereby be excluded. The shares
or rights to subscribe for shares shall be issued to employees pursuant to the
Long Term Incentive Plan approved by the Board of Directors. Shares or
subscription rights may be issued to employees at 10% discount compared with
the market price quoted on the stock exchange of that time.” 

Article 4quater para. 1

“The Board of Directors shall be authorised not to exceed CHF 20,419,360.00
through the issuance of up to 15,707,200 fully paid registered shares with a
par value of CHF 1.30 per share by no later than April 22, 2018.” 

Article 4quinquies

“The share capital may be increased in an amount not to exceed CHF 928,163.60
through the issuance of up to 713,972 fully paid registered shares with a par
value of CHF 1.30 per share by the issuance of new shares to employees of the
Company and group companies. The pre-emptive rights and advance subscriptions
rights of the shareholders of the Company shall thereby be excluded. The shares
or rights to subscribe for shares shall be issued to employees pursuant to the
Long Term Incentive Plan 2013 approved by the Board of Directors. Shares or
subscription rights may be issued to employees at 10% discount compared with
the market price quoted on the stock exchange of that time.” 

Article 4sexies

“The share capital may be increased in an amount not to exceed CHF 928,163.60
through the issuance of up to 713,972 fully paid registered shares with a par
value of CHF 1.30 per share by the issuance of new shares to employees of the
Company and group companies. The pre-emptive rights and advance subscriptions
rights of the shareholders of the Company shall thereby be excluded. The shares
or rights to subscribe for shares shall be issued to employees pursuant to the
Long Term Incentive Plan 2014 approved by the Board of Directors. Shares or
subscription rights may be issued to employees at 10% discount compared with
the market price quoted on the stock exchange of that time.” 

Article 4septies

“The share capital may be increased in an amount not to exceed CHF 1,020,968.00
through the issuance of up to 785,360 fully paid registered shares with a par
value of CHF 1.30 per share by the issuance of new shares to employees of the
Company and group companies. The pre-emptive rights and advance subscriptions
rights of the shareholders of the Company shall thereby be excluded. The shares
or rights to subscribe for shares shall be issued to employees pursuant to the
Long Term Incentive Plan 2015 approved by the Board of Directors. Shares or
subscription rights may be issued to employees at 10% discount compared with
the market price quoted on the stock exchange of that time.” 

Article 4octies

“The share capital may be increased in an amount not to exceed CHF 1,020,968.00
through the issuance of up to 785,360 fully paid registered shares with a par
value of CHF 1.30 per share by the issuance of new shares to employees of the
Company and group companies. The pre-emptive rights and advance subscriptions
rights of the shareholders of the Company shall thereby be excluded. The shares
or rights to subscribe for shares shall be issued to employees pursuant to the
Long Term Incentive Plan 2016 approved by the Board of Directors. Shares or
subscription rights may be issued to employees at a 10% discount compared with
the marked price quoted on the stock exchange at that time.” 

Explanatory notes:
In the event of approval of the proposed capital reduction, the nominal value
reduction amount shall be repaid to shareholders. The capital reduction will be
implemented after publication of the general meeting resolution in the Swiss
Official Gazette of Commerce in accordance with Art. 733 Swiss Code of
Obligations and the expiration of the 2 months notice period provided therein.
Subject to approval by the general shareholders’ meeting and to entry of the
reduction in the Commercial Register, CHF 0.05 per share will be repaid to the
shareholders, holding shares on June 12 prospectively on June 19, 2017. The
capital reduction amount is paid out without deduction of Swiss withholding
tax. 

5. Approval of Remuneration
The OGM approved the maximum aggregate amount (covering fixed and variable
remuneration) each of: 

  -- the remuneration for the Board of Directors for the next business year
  -- the remuneration for the CEO for the next business year.

5.1 Approval of Remuneration for the Board of Directors
The OGM approved the aggregate amount of CHF 1,000,000 for the remuneration for
the Board of Directors for the business year 2018. Please note that this amount
does not include the remuneration of the CEO (who is also member of the Board
of Directors). The total aggregate amount of the CEO’s remuneration is set
forth in section 5.2. 

5.2 Approval of Remuneration of the CEO
The OGM approved the aggregate amount of CHF 1,500,000.00 for the remuneration
for the CEO for the business year 2018. 

6. Re-election of seven directors, nomination of the Chairman of the Board of
directors 
In accordance with the Nomination Committee's proposal, Fabio Cannavale, Erik
Lautmann, Ottonel Popesco, Patrik Tigerschiöld, Helena Thrap-Olsen, Heléne
Mellquist and Stefan Widegren were re-elected as Directors for a further
one-year term of office expiring at the OGM to be held in 2018. Stefan Widegren
was re-elected as Chairman of the Board of Directors for a further one-year
term of office at the OGM to be held in 2018. 

7. Nominations for the Remuneration Committee
In accordance with the Nomination Committee’s proposal Erik Lautmann, Helena
Thrap-Olsen and Patrik Tigerschiöld were elected as members of the Remuneration
Committee. With respect to the requirements in the Code that all members of the
Remuneration Committee, apart from the chairman of the Remuneration Committee,
are to be independent of the company and its executive management, the
Nomination Committee has come to the conclusion that all candidates proposed by
the Board of Directors are independent of the company and its executive
management. 

8. Re-election of Independent Auditor
In accordance with the Nomination Committee’s proposal, PricewaterhouseCoopers
SA, Lugano, Switzerland was re-elected as Cavotec’s independent auditor for the
business year 2017. 

9. Election of an Independent Proxy
In accordance with the Board of Directors’ proposal, Mr. Franco Brusa,
Attorney-at-law, Via G.B. Pioda 5, Lugano, Switzerland was elected as Cavotec’s
independent proxy for the OGM 2018. 



ENDS

Investor Relations contact: Kristiina Leppänen
GroupChief Financial Officer & Investor Relations
kristiina.leppanen@cavotec.com


Cavotec is a global engineering group that manufactures power transmission,
distribution and control technologies that form the link between fixed and
mobile equipment in the Ports & Maritime and Airports & Industry sectors. To
find out more about Cavotec, visit our website at cavotec.com. 



The information was submitted for publication, through the agency of the
contact person set out above, at 16:15 CEST on 29 March 2017.

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