ARBONIA AG Press release
Arbonia announces agenda items and motions proposed by the Board of Directors for the Annual General Meeting 2018
Arbon, 26 March 2018 - The Arbonia AG publishes the agenda items and motions proposed by the Board of Directors for the Annual General Meeting from 20th April 2018.
1. Approval of the management report of the Group, the financial statements and the consolidated financial statements for 2017
Proposal: The Board of Directors proposes that the management report of the Group, the annual financial statements and the consolidated financial statements for 2017 be approved.
2. Discharge of the members of the Board of Directors and of the Group Management
Proposal: The Board of Directors proposes that its members and those of the Group Management be granted formal discharge for the financial year 2017.
3. Appropriation of Retained Earnings
Proposal: The Board of Directors proposes that the net profit as of 31.12.2017, namely
Loss for the year 2017 CHF -16'164'896
+ accumulated profit CHF 174'279'134
retained earnings CHF 158'114'238
be carried forward.
4. Elections
4.1 Election of the Chairman and members of the Board of Directors, as well as the members of the Compensation Committee
4.1.1 Proposal: The Board of Directors proposes the election of Alexander von Witzleben as a member of the Board of Directors and as its Chairman, as well as a member of the Compensation Committee.
4.1.2 Proposal: The Board of Directors proposes the election of Peter Barandun as a member of the Board of Directors and as a member of the Compensation Committee.
4.1.3 Proposal: The Board of Directors proposes the election of Peter E. Bodmer as a member of the Board of Directors.
4.1.4 Proposal: The Board of Directors proposes the election of Heinz Haller as a member of the Board of Directors and as a member of the Compensation Committee.
4.1.5 Proposal: The Board of Directors proposes the election of Markus Oppliger as a member of the Board of Directors.
4.1.6 Proposal: The Board of Directors proposes the election of Michael Pieper as a member of the Board of Directors.
4.1.7 Proposal: The Board of Directors proposes the election of Thomas Lozser as a member of the Board of Directors.
Dr. Rudolf Huber will not be standing for re-election to the Board of Directors at this year's Annual General Meeting. He will temporarily concentrate exclusively on his new operative task as Chairman of the Management Board and CEO of the PERI Group (D) and devote himself to few, longstanding Board of Directors mandates. In November 2016, the Extraordinary Shareholders' Meeting elected Dr. Rudolf Huber as a member of the Arbonia Board of Directors in the course of the acquisition of the Looser Group.
The remaining members of the Board of Directors will be standing for annual re-election. Thus, the Board will reduce in size to seven members.
4.2 Election of the independent proxy
Proposal:The Board of Directors proposes the election of Dr. iur. Roland Keller, LL.M., attorney-at-law, of Raggenbass Rechtsanwälte, Amriswil, as an independent proxy until the conclusion of the next Annual General Meeting.
4.3 Election of auditors
Proposal: The Board of Directors proposes the election of KPMG AG, St. Gallen, as auditors for the financial year 2018 (to audit the annual financial statements, the consolidated financial statements and the compensation report).
5. Amendments to the Articles of Association
5.1 Increase in authorised capital
Proposal: The Board of Directors proposes to create authorised capital at a maximum amount of CHF 57 960 000, where it should be entitled to increase the share capital by issuing up to 13 800 000 fully paid-up registered shares with a nominal value of CHF 4.20 as far as the conditional capital requested under agenda item 5.2 was not used or reserved. Accordingly, the Board of Directors proposes to recast Art. 3a para. 1 of the Articles of Association as follows:
"The Board of Directors is authorised, at any time until the 20th April 2020, to increase the company's share capital by a maximum of CHF 57 960 000 by issuing a maximum of 13 800 000 fully paid-up registered shares of a par value of CHF 4.20 each (authorised capital increase). Increases in partial amounts are permitted. The exercise of contractually acquired subscription rights and the acquisition of new registered shares are subject to the restrictions on entry into the share register according to Art. 5 of the Articles of Association. The issue price, the date of the dividend entitlement and, where appropriate, the nature of the contribution in kind or acquisition of assets are determined by the Board of Directors."
5.2 Increase in conditional capital
Proposal: The Board of Directors proposes to increase the conditional capital at a maximum amount of CHF 57 960 000, where it should be entitled to increase the share capital by issuing up to 13 800 000 fully paid-up registered shares with a nominal value of CHF 4.20 as far as the authorised capital requested under agenda item 5.1 was not used. Accordingly, the Board of Directors proposes to recast Art. 3b para. 1 of the Articles of Association as follows:
"The company's share capital may be increased by a maximum amount of CHF 57 960 000 by issuing up to 13 800 000 fully paid-up registered shares with a nominal value of CHF 4.20 each (conditional capital). These registered shares are to be issued upon exercise of option rights granted in conjunction with convertible bonds, bonds with option rights or similar forms of financing of the company or one of its subsidiaries. The holders of conversion and option rights are authorised to acquire new shares. The Board of Directors stipulates the conditions for granting conversion and option rights. Shareholders' subscription rights are excluded."
5.3 Abolishment of the authorised capital pursuant to Art. 3c of the Articles of Association.
Proposal: The Board of Directors proposes to abolish Art. 3c of the Articles of Association without replacement. The authorised capital created pursuant to the Extraordinary Shareholders' Meeting on 1 November 2016 in Art. 3c of the Articles of Association was in connection with the acquisition of the Looser Group. Through the full acquisition of the Looser Group by the Arbonia AG in 2017 the authorised capital still present in Art. 3c has become obsolete and the corresponding provision of the Articles of Association is to be abolished.
6. Votes on compensation
6.1 Consultative voting on the compensation report for financial year 2017
Proposal: The Board of Directors proposes that the compensation report for financial year 2017 be approved by means of a non-binding consultative voting process.
6.2 Approval of the total compensation of the members of the Board of Directors for the year of office 2017/2018
Proposal: The Board of Directors proposes to approve the total sum of CHF 947 000 of the compensation for members of the Board of Directors for the year of office 2017 / 2018 retrospectively, i.e. from the Annual General Meeting in 2017 to the Annual General Meeting in 2018.
In 2017, the Arbonia changed to a retrospective voting system with regard to votes on compensation. At this year's Annual General Meeting, a decision shall be made retrospectively on the total compensation for the members of the Board of Directors for the year of office 2017 / 2018 (see agenda item 6.2). No voting regarding the total compensation of the members of the Group Management will be carried out yet at this year's Annual General Meeting, however, since their total compensation for the financial year 2017 was approved in 2016. At the Annual General Meeting 2019, the total compensation for the members of the Group Management for financial year 2018 will be proposed for approval retrospectively.
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