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Meyer Burger Technology AG

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Ad hoc news News vom 29.04.2015

Meyer Burger Technology Ltd – Ordinary General Meeting of Shareholders 2015 approves all proposals by the Board of Directors
 
Meyer Burger
 

Press Release

Thun, 29 April 2015

 

Meyer Burger Technology Ltd – Ordinary General Meeting of Shareholders 2015 approves all proposals by the Board of Directors

 

The ordinary General Meeting of Shareholders of Meyer Burger Technology Ltd (SIX Swiss Exchange MBTN) held on 29 April 2015 approved all proposals by the Board of Directors with clear majorities. In total, 16,232,537 registered shares were represented, corresponding to approximately 17.93 % of the share capital registered in the commercial register. 325 shareholders personally attended the General Meeting. These shareholders and third parties represented 1,281,155 voting rights. The independent proxy represented 14,951,382 registered shares.

 

The General Meeting approved the proposals by the Board of Directors as follows:

 

1.1)  The General Meeting of Shareholders approved the management report, the annual financial statements and the consolidated financial statements 2014.

 

1.2)  The General Meeting of Shareholders approved the remuneration report 2014 in a consultative vote.

 

2)     The General Meeting of Shareholders followed the proposal by the Board of Directors to carry forward the balance sheet loss of TCHF 2‘234.

 

3)     The members of the Board of Directors and of the Management were granted release („Entlastung“) for the business year 2014.

 

4.1)  The present members of the Board of Directors Peter M. Wagner, Dr Alexander Vogel, Heinz Roth, Peter Pauli und Prof Dr Konrad Wegener were re-elected. The General Meeting of Shareholders elected Wanda Eriksen-Grundbacher and Dr Franz Richter as new members to the Board of Directors. Peter M. Wagner was elected as Chairman of the Board of Directors. All elections took place as individual elections and the members of the Board of Directors are elected for a term of one year until the end of the next ordinary Shareholders’ Meeting.

 

4.2)  Dr Alexander Vogel, Peter M. Wagner and Wanda Eriksen-Grundbacher were elected individually as members of the Nomination & Compensation Committee for a term of one year until the end of the next ordinary Shareholders’ Meeting.

 

5)     PricewaterhouseCoopers Ltd, Bern, was re-elected as auditors for another period of one year.

 

6)     Mr lic. iur. André Weber was re-elected as the independent proxy holder of the Company for a term of one year until the end of the next ordinary Shareholders’ Meeting.

 

7.1)  The General Meeting of Shareholders approved the total amount of remuneration for the Board of Directors of a maximum of TCHF 980 for the business year 2016.

 

7.2)  The General Meeting of Shareholders approved the total amount of remuneration for the Management (Executive Board) of a maximum of TCHF 3,800 for the business year 2016.

 

8.1)  The General Meeting of Shareholders voted in favour of the increase of conditional capital for the employee participation programme, as proposed by the Board of Directors. The conditional capital for the exercise of option rights which are granted to the employees and members of the Board of Directors of the company or of group companies amounts now to a total maximum amount of CHF 75,000, through the issuance of a maximum of 1,500,000 fully paid-in registered shares with a nominal value of CHF 0.05 each. Article 3b of the Articles of Association was amended accordingly.

 

8.2)  In addition, the General Meeting of Shareholders voted in favour of the increase of conditional capital for conversion rights and/or option rights, as proposed by the Board of Directors. This conditional capital now ensures full coverage of the convertible bonds issued on 17 September 2014. The conditional capital for the exercise of conversion and/or option rights which are granted in connection with convertible bonds, option bonds or other financial market instruments of the company or of group companies was increased by CHF 240,000 to a total maximum amount of CHF 440,000 (through issuance of a maximum of 8,800,000 to be fully paid-in registered shares with a nominal value of CHF 0.05 each). Article 3c of the Articles of Association was amended accordingly.          
 

8.3)  Article 29 Para. 2 Sentence 1 of the Articles of Association was adapted to reflect that: The agreement of non-competition clauses in return for payment of no longer than twelve months after the end of an employment relationship is permitted (previous wording related to: ….of no longer than three years…).

 

 

Contact:

 

Werner Buchholz

Head of Corporate Communications

Phone +41 (0)33 221 25 06

werner.buchholz@meyerburger.com

 

Ingrid Carstensen

Corporate Communications

Phone +41 (0)33 221 28 34

ingrid.carstensen@meyerburger.com