The Annual General Meeting of Shareholders of Ascom Holding AG, which was held on 1 April 2014 in Berne, Switzerland, was attended by 155 shareholders representing 17'482'208 votes or 48.6% of the share capital.
The General Meeting approved inter alia with a large majority the following proposals of the Board of Directors:
- Re-election of the four existing members of the Board, Juhani Anttila, Dr. J.T. Bergqvist, Cornelia Gehrig, and Andreas Umbach and election of the two new Board members Dr. Harald Deutsch and Christina Stercken
- Re-election of Juhani Anttila as Chairman of the Board
- Election of Dr. J.T. Bergqvist and Andreas Umbach as members of the Compensation Committee
- Pay-out of a dividend of CHF 0.40 per share
- Relocation of the legal domicile of Ascom Holding AG from Berne to Baar (ZG)
- Approval of the Remuneration Report 2013 (consultative vote)
- Approval of the total amounts for future compensation for the Board of Directors for the period of one year
- Approval of the total amounts for future compensation for the Executive Board (consisting of a fixed and a variable part as well as of a long-term incentive) for the business year 2015
On the other hand, the Board of Directors decided to postpone the revision of the Articles of Association to the Annual General Meeting 2015. Within the last two days before the Annual General Meeting, the Board of Directors received indications that the revision of the Articles is facing opposition mainly of foreign shareholders. As the Articles of Association are the essential basis for the definition and the exercise of shareholders rights, the Board of Directors did not want to raise a controversial discussion. The Board of Directors will make a re-evaluation taking into account the input from investor relations discussions and the best practice in the implementation of the Ordinance against Excessive Compensations (OaEC) emerging in the next months. Target is to present a new proposal at the Annual General Meeting 2015 which will find a clear majority.
This document does not constitute an offer or solicitation to subscribe for, purchase or sell any securities. This document is not being issued in the United States of America or the United Kingdom and should not be distributed in any jurisdiction in a manner where such distribution would not comply with regulatory requirements. In particular, this document may not be distributed into the United States, to United States persons or to publications with a general circulation in the United States. In addition, the securities of Ascom have not been and will not be registered in any jurisdiction outside Switzerland. The securities of Ascom may not be offered, sold or delivered and no solicitation to purchase such securities may be made within the United States or to U.S. persons absent an applicable exemption from the registration requirements of the United States securities laws or within any other jurisdiction and in a manner where such offer, sale, delivery or solicitation might not be in compliance with regulatory requirements (including the United Kingdom).