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Report from Cavotec SA’s Annual General Meeting 2019
Cavotec SA ("the Company") today held its Annual General Meeting ("AGM") in Lugano, Switzerland, chaired by Patrik Tigerschiöld.
1. Annual Report, Financial Statements and Consolidated Financial Statements for the year 2018, Report of the Statutory Auditors
The AGM adopted the Board of Directors' proposal that the annual report, the financial statements and the consolidated financial statement for the year 2018 be approved.
2. Appropriation of Available Earnings
The AGM adopted the Board of Directors' proposal for the following appropriation:
Carried forward from previous year (41,748,004)
Net gain/ (loss) for the financial year 2018 (1,209,274)
Total earnings available (42,957,278)
Appropriation to general statutory reserves -
Appropriation to other reserves -
Proposed balance to be carried forward (42,957,278)
3. Grant of Discharge from Liability to the Board of Directors and Persons entrusted with the Management from Activities during Business Year 2018
The AGM granted discharge to all members of the Board of Directors as well as the other persons entrusted with the management.
4. Creation of a Long Term Incentive Plan (2019-2021)
The AGM adopted the Board of Directors' proposal to establish a Long Term Incentive Plan (2019-2021) (“LTIP”) for certain key employees to increase and enhance its ability to recruit, retain and motivate employees, and to encourage personal long-term ownership of the Company shares among the participants.
5. Creation of Authorized Share Capital
The AGM adopted the Board of Directors' proposal to create authorized share capital in an amount not to exceed CHF 24,126,259.20 enabling the issuance of up to 18,848,640 Company shares by not later than May 10, 2021, by inserting the new article 4quater of the Articles of Association with the following wording:
“The Board of Directors shall be authorized to increase the share capital in an amount not to exceed CHF 24,126,259.20 through the issuance of up to 18,848,640 fully paid registered shares with a par value of CHF 1.28 per share by not later than May 10, 2021. Increases in partial amounts shall be permitted.”
6. Approval of Remuneration
The AGM approved the maximum aggregate amount (covering fixed and variable remuneration) each of:
- the remuneration for the Board of Directors for the next business year
- the remuneration for the CEO for the next business year
6.1 Approval of Remuneration for the Board of Directors
The AGM approved the aggregate amount of EUR 1,000,000 for the remuneration for the Board of Directors for the business year 2020.
6.2 Approval of Remuneration of the CEO
The AGM approved the aggregate amount of EUR 2,500,000 for the remuneration for the CEO for the business year 2020.
7. Re-election of four Directors, Election of two new Directors, Nomination of the Chairman of the Board of Directors
In accordance with the Nomination Committee's proposal, Fabio Cannavale, Erik Lautmann, Patrik Tigerschiöld and Roberto Italia were re-elected as Directors for a further one-year term of office expiring at the AGM to be held in 2020. Patrik Tigerschiöld was elected as Chairman of the Board of Directors for one-year term of office at the AGM to be held in 2020. Annette Kumlien and Niklas Edling were elected as Directors for a one-year term of office expiring at the Annual General Meeting to be held in 2020.
8. Nominations for the Remuneration Committee
In accordance with the Nomination Committee's proposal Erik Lautmann, Patrik Tigerschiöld and Fabio Cannavale were elected as members of the Remuneration Committee. With respect to the requirements in the Swedish Corporate Governance Code that all members of the Remuneration Committee, apart from the chairman of the Remuneration Committee, are to be independent of the Company and its executive management, the Nomination Committee has come to the conclusion that all candidates proposed by the Board of Directors are independent of the Company and its executive management.
9. Re-election of Independent Auditor
In accordance with the Nomination Committee's proposal, PricewaterhouseCoopers SA, Lugano, Switzerland was re-elected as Cavotec's independent auditor for the business year 2019.
10. Election of an Independent Proxy
In accordance with the Board of Directors' proposal, Mr. Franco Brusa, Attorney-at-law, Via G.B. Pioda 5, Lugano, Switzerland was elected as Cavotec's independent proxy for the AGM 2020.
For further details please contact:
Johan Hähnel, Investor Relations Manager
Telephone: +46 70 605 63 34 - Email: firstname.lastname@example.org
Cavotec is a leading engineering group that designs and manufactures automated connection and electrification systems for ports, airports and industrial applications worldwide. We want to contribute to a future world that is cleaner, safer and more efficient by providing innovative connection solutions for ships, aircraft and mobile equipment today.To find out more about Cavotec, visit our website at cavotec.com.
The information was submitted for publication, through the agency of the contact person set out above, at 18:30 CEST on 10 May 2019.