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29.04.2015 - Ad hoc announcement pursuant to Art. 53 LR

Meyer Burger Technology Ltd – Ordinary General Meeting of Shareholders 2015 approves all proposals by the Board of Directors

 

 

Meyer Burger Technology Ltd – Ordinary General Meeting of Shareholders 2015 approves all proposals by the Board of Directors

 

The ordinary General Meeting of Shareholders of Meyer Burger Technology Ltd (SIX Swiss Exchange MBTN) held on 29 April 2015 approved all proposals by the Board of Directors with clear majorities. In total, 16,232,537 registered shares were represented, corresponding to approximately 17.93 % of the share capital registered in the commercial register. 325 shareholders personally attended the General Meeting. These shareholders and third parties represented 1,281,155 voting rights. The independent proxy represented 14,951,382 registered shares.

 

The General Meeting approved the proposals by the Board of Directors as follows:

 

1.1)  The General Meeting of Shareholders approved the management report, the annual financial statements and the consolidated financial statements 2014.

 

1.2)  The General Meeting of Shareholders approved the remuneration report 2014 in a consultative vote.

 

2)     The General Meeting of Shareholders followed the proposal by the Board of Directors to carry forward the balance sheet loss of TCHF 2‘234.

 

3)     The members of the Board of Directors and of the Management were granted release („Entlastung“) for the business year 2014.

 

4.1)  The present members of the Board of Directors Peter M. Wagner, Dr Alexander Vogel, Heinz Roth, Peter Pauli und Prof Dr Konrad Wegener were re-elected. The General Meeting of Shareholders elected Wanda Eriksen-Grundbacher and Dr Franz Richter as new members to the Board of Directors. Peter M. Wagner was elected as Chairman of the Board of Directors. All elections took place as individual elections and the members of the Board of Directors are elected for a term of one year until the end of the next ordinary Shareholders’ Meeting.

 

4.2)  Dr Alexander Vogel, Peter M. Wagner and Wanda Eriksen-Grundbacher were elected individually as members of the Nomination & Compensation Committee for a term of one year until the end of the next ordinary Shareholders’ Meeting.

 

5)     PricewaterhouseCoopers Ltd, Bern, was re-elected as auditors for another period of one year.

 

6)     Mr lic. iur. André Weber was re-elected as the independent proxy holder of the Company for a term of one year until the end of the next ordinary Shareholders’ Meeting.

 

7.1)  The General Meeting of Shareholders approved the total amount of remuneration for the Board of Directors of a maximum of TCHF 980 for the business year 2016.

 

7.2)  The General Meeting of Shareholders approved the total amount of remuneration for the Management (Executive Board) of a maximum of TCHF 3,800 for the business year 2016.

 

8.1)  The General Meeting of Shareholders voted in favour of the increase of conditional capital for the employee participation programme, as proposed by the Board of Directors. The conditional capital for the exercise of option rights which are granted to the employees and members of the Board of Directors of the company or of group companies amounts now to a total maximum amount of CHF 75,000, through the issuance of a maximum of 1,500,000 fully paid-in registered shares with a nominal value of CHF 0.05 each. Article 3b of the Articles of Association was amended accordingly.

 

8.2)  In addition, the General Meeting of Shareholders voted in favour of the increase of conditional capital for conversion rights and/or option rights, as proposed by the Board of Directors. This conditional capital now ensures full coverage of the convertible bonds issued on 17 September 2014. The conditional capital for the exercise of conversion and/or option rights which are granted in connection with convertible bonds, option bonds or other financial market instruments of the company or of group companies was increased by CHF 240,000 to a total maximum amount of CHF 440,000 (through issuance of a maximum of 8,800,000 to be fully paid-in registered shares with a nominal value of CHF 0.05 each). Article 3c of the Articles of Association was amended accordingly.          
 

8.3)  Article 29 Para. 2 Sentence 1 of the Articles of Association was adapted to reflect that: The agreement of non-competition clauses in return for payment of no longer than twelve months after the end of an employment relationship is permitted (previous wording related to: ….of no longer than three years…).

 

 

Contact:

 

Werner Buchholz

Head of Corporate Communications

Phone +41 (0)33 221 25 06

werner.buchholz@meyerburger.com

 

Ingrid Carstensen

Corporate Communications

Phone +41 (0)33 221 28 34

ingrid.carstensen@meyerburger.com

 

  

About Meyer Burger Technology Ltd

www.meyerburger.com

 

Meyer Burger is a leading global technology Group specialising on innovative systems and processes based on semiconductor technologies. The Group’s focus is on photovoltaics (solar industry) while its competencies and technologies also cover important areas of the semiconductor and the optoelectronic industries as well as other selected high-end markets based on semiconductor materials. The Group currently employs more than 1,700 people across three continents. Over the past ten years, Meyer Burger has risen to the forefront of the photovoltaic market and established itself as an international premium brand by offering superior precision products and innovative technologies.

 

The Group’s offering in systems, production equipment and services along the photovoltaic value chain includes the manufacturing processes for wafers, solar cells, solar modules and solar systems. Meyer Burger provides substantial added value to its customers and clearly differentiates itself from its competitors by focusing on the entire value chain.

 

The Group’s comprehensive product portfolio is complemented by a worldwide service network with spare parts, consumables, process know-how, customer support, after-sales services, training and other services. Meyer Burger Group is represented in Europe, Asia and North America in the respective key markets and has subsidiaries and own service centres in China, Germany, India, Japan, Korea, Malaysia, the Netherlands, Switzerland, Singapore, Taiwan and the USA. The Group is also working intensively to develop new markets such as South America, Africa and the Arab region. The registered shares of Meyer Burger Technology Ltd are listed on the SIX Swiss Exchange (Ticker: MBTN).

 

THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED TO U.S. PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR, EXCHANGE OR PURCHASE ANY SECURITIES. IN ADDITION, THE SECURITIES OF MEYER BURGER TECHNOLOGY LTD HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.

 

This press release may contain “forward-looking statements”, such as guidance, expectations, plans, intentions, or strategies regarding the future. These forward-looking statements are subject to risks and uncertainties. The reader is cautioned that actual future results may differ from those expressed in or implied by the statements, which constitute projections of possible developments. All forward-looking statements included in this press release are based on data available to Meyer Burger Technology Ltd as of the date that this press release is published. The Company does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.