Balzers, April 17, 2019
Change Meyer Burger: Sentis Capital's voting recommendations for the Annual General Meeting
The Annual General Meeting of Meyer Burger Technology Ltd (MBT) on May 2, 2019 will focus on important improvements in corporate governance. Sentis Capital calls on all shareholders to exercise their voting rights.
The invitation to the Annual General Meeting does not include the arguments in favor of Sentis Capital's proposals. MBT unilaterally publishes only the statements of the Board of Directors.
On the website www.changemeyerburger.ch/en/meyer-burger-gv/ , under "Meyer Burger AGM", all arguments and recommendations of Sentis Capital regarding the individual agenda items can be found now.
The main proposals are as follows:
- Remuneration: Despite rejection of the remuneration report in the previous year, no significant improvements were made to the remuneration model. Remuneration must be based on the size and economic situation of the company.
The result of the company in absolute numbers is decisive. In future, there must be an much-needed causal link between operational business development and the remuneration of the operational management responsible for it. According to zRating, Meyer Burger would have to generate a sustainable EBITDA of CHF 80 to 100 million to justify the proposed remuneration framework. EBITDA is currently at CHF 26 million
- Elections: The proposed re-election of Dr. Franz Richter is an indication that the Board of Directors is still not fully willing to come to terms with its past. As a member of the Remuneration Committee, Mr. Richter is also co-responsible for the excessive remuneration.
- Authorized capital: The complex and costly handling of a simple investment - such as recently in the start-up company Oxford PV - in a nontransparent, pre-arranged triangular relationship with a major Swiss bank and excluding subscription rights for existing shareholders (expropriation of existing shareholders!) is clear proof that such an instrument must not be given to this Board of Directors. Authorized capital needs trust. Meyer Burger must first earn this.
- Corporate governance: Sentis proposes significant improvements in the interests of shareholders. For example, the right of shareholders to convene a General Meeting with 5% of the voting share capital and an amended right to put items on the agenda. In addition, the entire term of office of the auditors is to be limited to 10 years. The proposals are largely based on the resolutions and recommendations of the Federal Council and the National Council on the forthcoming revision of company law.
In addition to the arguments, an overview of Sentis Capital's voting recommendations for each item on the agenda can be found on the website, which can be downloaded as a PDF file.
Anton Karl, Mark Kerekes,
Members of the Board Sentis Capital PCC, a subsidiary of Elbogross SA
Dynamics Group AG
Phone: +41 79 358 87 32
E-mail: [email protected]
About Sentis Capital
Sentis Capital PCC, Balzers, is a subsidiary of Elbogross SA and is responsible for the treasury management and capital market investment of the entire group. Elbogross SA is a holding company based in Switzerland and wholly owned by Petr Kondrashev, resident in Lower Austria. The divisions of Elbogross SA originate from a former industrial conglomerate in the mineral fertilizer sector. Today, the focus of its activities is on corporate investments and real estate.