Hochdorf (pta022/30.06.2020/11:00) - Due to the coronavirus pandemic and the corresponding ordinance of the Federal Council, shareholders at today's Annual General Meeting for HOCHDORF Holding Ltd could only exercise their voting rights in writing or electronically. The shareholders accepted the proposals of the Board of Directors with two exceptions: they rejected the discharge of the members of the Board of Directors and the senior management team as well as the proposal to make payments to the directors resulting from special expenses. In addition, the request made by a minority shareholder for a special audit was rejected. In relation to this agenda item, the Board of Directors abstained from making a recommendation.
In accordance with COVID-19 Ordinance 2 of the Federal Council, the HOCHDORF Holding Ltd Annual General Meeting was held without the presence of the shareholders. 961 shareholders with a total of 1,485,266 share votes (83.73 % of the voting share capital) exercised their voting rights electronically and in writing.
The shareholders approved the Annual Report, the annual financial statements and the consolidated financial statements for 2019 and acknowledged the auditors' report. The offsetting of the balance sheet loss against capital reserves proposed by the Board of Directors was also approved. However, the shareholders refused to discharge the members of the Board of Directors and the senior management team for the 2019 financial year.
Payment of special expenses not approved
Contrary to the proposal of the Board of Directors, a close majority of the shareholders opposed the retrospective approval of a payment for special expenses amounting to CHF 159,010. However, they acknowledged the 2019 Remuneration Report in the consultative vote. Shareholders also approved the proposed total amounts of remuneration for the Board of Directors (CHF 600,000) and the Group Management (CHF 2,000,000).
The shareholders approved all the election proposals made by the Board of Directors. Markus Bühlmann was re-elected as a member of the Board of Directors. Jürg Oleas, Andreas Herzog, Jean-Philippe Rochat and Ralph Siegl were all elected as new members of the Board of Directors of HOCHDORF Holding Ltd. The shareholders also elected Jürg Oleas as Chair of the Board of Directors and as a member of the Personnel and Remuneration Committee. Jean-Philippe Rochat and Ralph Siegl were elected as additional members of the Personnel and Remuneration Committee.
The independent proxy appointed previously, Dr. Urban Bieri, attorney and notary, Rudolf & Bieri AG, Lucerne, was approved by the shareholders. KPMG Ltd, Lucerne, were elected as new auditors of HOCHDORF Holding Ltd.
Request for a special audit rejected
In advance of the Annual General Meeting, the Board of Directors and the auditors answered several questions which were raised by a minority shareholder (Press Release of 15 June 2020). The request for a special audit in accordance with Art. 697 of the Swiss Code of Obligations (agenda item 8) was rejected by a clear majority of shareholders.