Annual General Meeting supports combination of Komax Holding AG and Schleuniger AG
Ad hoc announcement pursuant to Art. 53 LR
At the Annual General Meeting held on 13 April 2022 at the Culture and Convention Center in Lucerne, the shareholders of Komax Holding AG approved all the proposals of the Board of Directors. Among other items, they approved the creation of the authorized capital required to implement the combination of Komax and Schleuniger. In addition, they voted in favor of the rescinding of the existing registration and voting rights restriction of 15% and elected Dr. Jürg Werner as a new member of the Board of Directors – this being subject to completion of the combination. Shareholders confirmed the re-appointment of all incumbent members of the Board of Directors for another term of office, while also approving a dividend of CHF 4.50 per share.
294 shareholders took part in the Annual General Meeting of Komax Holding AG at the Culture and Convention Center in Lucerne. They approved all proposals of the Board of Directors by a significant majority. Overall, 56.8% of the share capital was represented.
In his introductory remarks, Chairman of the Board Beat Kälin described the 2022 AGM as historic, as it gave shareholders the chance to vote on “a new chapter in the corporate history of Komax”. Specifically, this was through the vote to create authorized capital to issue 1,283,333 new shares. Shareholders voted in favor of this proposal with a result of over 95%, thereby laying down the next milestone on the road to the combination of Komax and Schleuniger. Now the approval of the relevant competition authorities is required, with this expected in the third quarter of 2022. The 1,283,333 new shares of Komax Holding AG can then be created and allocated to Metall Zug AG in exchange for the Schleuniger shares. Metall Zug AG will then hold a 25% stake in Komax Holding AG.
Once the combination is complete, two further proposals approved by shareholders will be implemented: Dr. Jürg Werner will become a member of the Board of Directors as a representative of Metall Zug AG, and the existing registration and voting rights restriction of 15% will be rescinded. This will have the effect of strengthening Komax’s corporate governance, in keeping with the principle one share, one vote.
Shareholders also approved the proposed dividend of CHF 4.50 per share, which equates to a payout ratio of 57.0%. The ex-date is Tuesday, 19 April 2022, and the payout of the dividend will follow on Thursday, 21 April 2022. In addition, shareholders re-elected all six incumbent members of the Board of Directors for a further term of one year. These are Beat Kälin (Chairman), David Dean, Andreas Häberli, Kurt Haerri, Mariel Hoch, and Roland Siegwart. The shareholders elected Andreas Häberli, Beat Kälin, and Roland Siegwart to the Remuneration Committee.
The detailed voting results can be found in the appendix of the following document.