Cavotec SA ("the Company") today held its Ordinary General Meeting ("OGM") in Lugano, Switzerland, chaired by Stefan Widegren.
1. Annual report, financial statements and consolidated financial statements for the year 2016, report of the Statutory Auditors
The OGM adopted the Board of Directors' proposal that the annual report, the financial statements and the consolidated financial statement for the year 2016 be approved.
2. Appropriation of available earnings
The OGM adopted the Board of Directors' proposal for the following appropriation:
Carried forward from previous years (18,713,070)
Net gain/loss for the financial year 2016 (899,293)
Total earnings available (19,612,363)
Appropriation to general statutory reserves (retained earnings) 0
Appropriation to other reserves 0
Proposed balance to be carried forward (19,612,363)
3. Grant of Discharge from Liability to the Board of Directors and Persons entrusted with the Management from Activities during Business Year 2016
The OGM granted discharge to all members of the Board of Directors as well as the other persons entrusted with the management.
4. Capital reduction through partial nominal value repayment
The OGM adopted the Board of Directors' proposal:
a) to reduce the current share capital of CHF 106,023,600.00 by CHF 3,926,800.00 to CHF 102,096,800.00 by way of reducing the nominal value of the registered shares from CHF 1.35 by CHF 0.05 to CHF 1.30 and to use the nominal value reduction amount for repayment to the shareholders;
b) to confirm as a result of the report of the auditors, that the claims of the creditors are fully covered notwithstanding the capital reduction;
c) to amend article 4, article 4ter, article 4quater para. 1, article 4quinquies, article 4sexies, article 4septies and article 4octies of the Articles of Association according to the following wording as per the date of the entry of the capital reduction in the commercial register (the proposed amendments are in italics):
"The share capital of the Company is CHF 102,096,800.00 and is divided into 78,536,000 fully paid registered shares. Each share has a par value of CHF 1.30."
"The share capital may be increased in an amount not to exceed CHF 928,163.60 through the issuance of up to 713,972 fully paid registered shares with a par value of CHF 1.30 per share by the issuance of new shares to employees of the Company and group companies. The pre-emptive rights and advance subscriptions rights of the shareholders of the Company shall thereby be excluded. The shares or rights to subscribe for shares shall be issued to employees pursuant to the Long Term Incentive Plan approved by the Board of Directors. Shares or subscription rights may be issued to employees at 10% discount compared with the market price quoted on the stock exchange of that time."
Article 4quater para. 1
"The Board of Directors shall be authorised not to exceed CHF 20,419,360.00 through the issuance of up to 15,707,200 fully paid registered shares with a par value of CHF 1.30 per share by no later than April 22, 2018."
"The share capital may be increased in an amount not t
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