Media Centre

Next

Subscribe to News

To receive email notification of media releases and documents or results as they are published to our site, please fill in the form below and click the "Subscribe" button.

* Mandatory fields

* Name
Company
* eMail
Comment

* I read and accept the Privacy Policy

Report from Cavotec's Ordinary General Meeting 2014

23/04/2014

Cavotec SA today held its Ordinary General Meeting "OGM" in Lugano, Switzerland, while shareholders could follow the proceedings via a passive video-link from Stockholm, Sweden. Stefan Widegren chaired the OGM.  

At the OGM the following resolutions were passed:  

1. Annual report, financial statements and consolidated financial statements for the year 2013, 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 2013 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

(5,257,113)

Net gain/loss for the financial year 2013

(664,601)

Total earnings available

(5,921,714)

Appropriation to general statutory reserves (retained earnings)

0

Appropriation to other reserves

0

Proposed balance to be carried forward

(5,921,714)  

3. Grant of Discharge from Liability to the Board of Directors and Persons entrusted with the Management from Activities during Business Year 2013

The OGM granted discharge to all the members of the Board of Directors and the CEO and CFO for the business year 2013.  

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 105,667,885.60 by CHF 3,569,861.00 to CHF 102,098,024.60 by way of reducing  the nominal value of the registered shares from CHF 1.48 by CHF 0.05 to CHF 1.43 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 para.1, article 4ter , 4quater para. 1 and article 4quinquies 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 para. 1

"The share capital of the Company is CHF 102,098,024.60 and is divided into 71,397,220 fully paid registered shares. Each share has a par value of CHF 1.43."  

Article 4ter

"The share capital may be increased in an amount not to exceed CHF 1,020,979.96 through the issuance of up to 713,972 fully paid registered shares with a par value of CHF 1.43 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 authorized to increase the share capital in an amount not to exceed CHF 20,419,604.92 through the issuance of up to 14,279,444 fully paid registered shares with a par value of CHF 1.43 per share by not later than May 4, 2014."  

Article 4quinquies

"The share capital may be increased in an amount not to exceed CHF 1,020,979.96 through the issuance of up to 713'972 fully paid registered shares with a par value of CHF 1.43 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."  

5. Creation of additional contingent share capital in connection with employee participation  

The OGM adopted the Board of Directors' proposal to create additional contingent share capital in an amount not to exceed CHF 1,020,979.96 enabling the issuance of up to 713,972 additional shares with a nominal value of CHF 1.43 each in connection with employee participation by inserting the new article 4sexies of the Articles of Association to read as follows:  

"Article 4sexies — Contingent Share Capital The share capital may be increased in an amount not to exceed CHF 1,020,979.96 through the issuance of up to 713,972 fully paid registered shares with a par value of CHF 1.43 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 a 10% discount compared with the market price quoted on the stock exchange of that time."  

6. Creation of authorised share capital

The OGM adopted the Board of Directors' proposal to create authorized share capital in an amount not to exceed CHF 20,419,604.92, enabling the issuance of up to 14,279,444 Cavotec SA shares by not later than April 23, 2016, by amending article 4quater, para. 1 of the Articles of Association with the following wording:  

"The Board of Directors shall be authorized to increase the share capital in an amount not to exceed CHF 20,419,604.92 through the issuance of up to 14'279'444 fully paid registered shares with a par value of CHF 1.43 per share by not later than April 23, 2016. Increases in partial amounts shall be permitted."  

Additionally, article 4quater, para. 3 was amended as follows:  

"The Board of Directors is further authorized to restrict or deny the pre-emptive rights of shareholders and allocate such rights to third parties if the shares are to be used:  

a) for the acquisition of an enterprise, parts of an enterprise, or participations, of for new investments, or, in case of a share placements, for the financing or refinancing of such transactions; or  

b) for the purpose of broadening the shareholder constituency in connection with a listing of share on domestic or foreign stock exchange or for the purpose of the participation of strategic partners".  

7. Revision of the Articles of Association in order to implement the Federal Ordinance on Excessive Compensation implementing Art. 95 III of the Swiss Constitution

The Federal Ordinance on Excessive Remuneration (the "Ordinance") requires extensive amendments to the Articles of Association. Following the adoption of a new const

For further information please visit the orginal news item under the following link:
http://investor.cavotec.com/releasedetail.cfm?ReleaseID=841941