ARBONIA AG Press release
Results of the Annual General Meeting of Arbonia AG
Arbon, 24 April 2020 - Today's General Meeting of Arbonia AG was held without shareholders present based on article 6a of Ordinance 2 of the Swiss Federal Council on the Measures for Fighting the Coronavirus (COVID-19 Ordinance 2). Shareholders were able to exercise their rights through the independent proxy only. All motions proposed by the Board of Directors were approved. As a precaution and an additional measure for liquidity assurance, the Board of Directors resolved at its ordinary meeting, prior to the Annual General Meeting, to postpone the dividend, despite strong results and secured liquidity, and to return to the matter in autumn 2020.
The Annual General Meeting was held at the Office of Commercial Register and Notaries in St. Gallen (CH), attended by the independent proxy, a representative of the external statutory auditors, a civil notary, and the Chairman of the Board of Directors as well as the General Secretary of Arbonia AG.
At today's 33rd Annual General Meeting, Arbonia AG shareholders approved the management report, financial statements and consolidated financial statement for 2019. They granted formal discharge to the members of the Board of Directors and Group Management for the past financial year. The consultative vote on the compensation report for the financial year 2019 and the two votes on the total compensation of the members of the Board of Directors for the 2019/2020 year of office and the members of Group Management for the financial year 2019 were also passed. The amendments to the Articles of Association for generating authorised and conditional capital to the amount of CHF 29 148 000 by issuing a maximum of 6 940 000 fully paid-up registered shares with a nominal value of CHF 4.20 each, corresponding to 10% of the outstanding share capital, as well as the amendment to the Articles of Association for additional variable compensation in special situations, were approved.
The Chairman of the Board of Directors Alexander von Witzleben as well as the seven other existing members of the Board of Directors Peter Barandun, Peter E. Bodmer, Heinz Haller, Markus Oppliger, Michael Pieper, Thomas Lozser and Dr Carsten Voigtländer were confirmed for a further one-year term. The independent proxy and the auditors were also confirmed in office until the next Annual General Meeting respectively for the 2020 financial year.
At today's ordinary Board of Directors meeting, the Board of Directors resolved to postpone the distribution of a dividend until further notice, instead of proposing a dividend of CHF 0.22 per registered share for the 2019 financial year. This decision was made despite strong results and secured liquidity due to the economic effects of the COVID-19 pandemic on the Arbonia Group, which cannot yet be assessed fully. For this reason, the Board of Directors of Arbonia AG resolved to combine the proposals 3.1 and 3.2 (use of the retained earnings and the capital contribution reserves) on the invitation's agenda into a new, changed proposal, with the entire retained earnings as of 31 December 2019 carried forward, waiving distribution from the capital contribution reserves. This new, changed proposal was approved by shareholders based on their voting instructions regarding motions for supplements and amendments.
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