Invitation to the Annual General Meeting

Transcription

1 Evolva Holding SA Duggingerstrasse Reinach Switzerland Reinach, 20 April 2017 Invitation to the Annual General Meeting Dear shareholder, We are pleased to invite you to the Annual General Meeting to be held on Tuesday, 16 May 2017, at p.m. in the Schlösslistube at Brauerei Feldschlösschen in Rheinfelden, Switzerland. Agenda and Proposals of the Board of Directors 1. Approval of the Management Report, the Statutory Financial Statements and the Consolidated Financial Statements 2016 Proposal: The Board of Directors proposes that the Management Report, the Statutory Financial Statements and the Consolidated Financial Statements for 2016 be approved. 2. Consultative Vote on the Compensation Report 2016 Proposal: The Board of Directors proposes endorsement of Evolva's Compensation Report 2016 in a consultative vote. 3. Discharge of the Members of the Board of Directors and of the Group Management Team Proposal: The Board of Directors proposes that the discharge of the members of the Board of Directors and the Group Management Team for the financial year 2016 be approved. 4. Appropriation of Results Proposal: The Board of Directors proposes to carry forward the loss of the year 2016 in the amount of CHF 0.9 million. 5. Amendments of the Articles of Association 5.1 Increase of the Conditional Share Capital for Financing Purposes (Art. 3a) Proposal: The Board of Directors proposes to increase the conditional capital for financing purposes from currently CHF 10,932, (equal to 54,660,379 registered shares or 12.9% of the currently issued share capital) to CHF 15,000, (equal to 75,000,000 registered shares or 17.7% of the currently issued share capital). Explanation: Under certain circumstances, convertible bonds or similar instruments can be attractive financing alternatives. The Board of Directors wishes to retain maximum flexibility for potential future financing transactions by increasing the availability of conditional share capital for financing purposes. 1

2 Old version Article 3a Article 3a Conditional Share Capital for Financing Purposes 1. The Company s share capital pursuant to Art. 3 of the Articles of Association shall be increased by an amount not exceeding CHF 10,932, through the issue of a maximum of 54,660,379 registered shares, to be fully paid in, each with a nominal value of CHF 0.20 through the voluntary or compulsory exercise of conversion rights and/or warrants granted in connection with bonds or other financial market instruments or loans of the Company, or any of its group companies, that allow for conversion into shares of the Company (equity-related financial instruments). 5. Unchanged. Conditional Share Capital for Financing Purposes 1. The Company s share capital pursuant to Art. 3 of the Articles of Association shall be increased by an amount not exceeding CHF 15,000, through the issue of a maximum of 75,000,000 registered shares, to be fully paid in, each with a nominal value of CHF 0.20 through the voluntary or compulsory exercise of conversion rights and/or warrants granted in connection with bonds or other financial market instruments or loans of the Company, or any of its group companies, that allow for conversion into shares of the Company (equity-related financial instruments). 5. Unchanged. 5.2 Increase and Renewal of the Authorised Share Capital (Art. 3a bis ) Proposal: The Board of Directors proposes to increase the authorised capital by CHF 5,000,000 to CHF 15,000,000, which enables the issuance of 75,000,000 fully paid registered shares with a nominal value of CHF 0.20 each. The Board of Directors proposes to make this capital available for two years until no later than 16 May Explanation: In May 2016, the Annual General Meeting authorised the Board of Directors to increase the share capital pursuant to article 3a bis of the Articles of Association by up to 75 million shares (19% of the issued capital at the time). This authorisation was partly used in the capital increase of March 2017 when the Board of Directors issued 25 million shares out of authorised capital to be used for future share placements under the SEDA agreement or other financing purposes (see Evolva press release of 15 March 2017). The Board of Directors now proposes to restore the authorisation to the previous level of 75 million shares (18% of the currently issued capital) and extend its availability until 16 May This proposed authorisation enables the Board to respond swiftly to attractive financing opportunities if and when these arise. Old version Article 3a bis Article 3a bis Authorised Share Capital for Financing Purposes 1. The Board of Directors is authorised, at any time until 13 May 2018, to increase the share capital, as per Art. 3 of the Articles of Association by a maximum of CHF 10,000, through the issuance of a maximum of 50,000,000 registered shares, to be fully paid up, with a par value of CHF 0.20 each. Increases by underwriting as well as partial increases are permissible. The issue price, the time of dividend entitlement, and the type of contribution will be determined by the Board of Directors. Upon acquisition, the new shares will be subject to the transfer restrictions pursuant to Art. 5 of the Articles of Association. Authorised Share Capital for Financing Purposes 1. The Board of Directors is authorised, at any time until 16 May 2019, to increase the share capital, as per Art. 3 of the Articles of Association by a maximum of CHF 15,000, through the issuance of a maximum of 75,000,000 registered shares, to be fully paid up, with a par value of CHF 0.20 each. Increases by underwriting as well as partial increases are permissible. The issue price, the time of dividend entitlement, and the type of contribution will be determined by the Board of Directors. Upon acquisition, the new shares will be subject to the transfer restrictions pursuant to Art. 5 of the Articles of Association. 2

3 5.3 Increase of the Conditional Capital for Employees, Persons of Comparable Positions and Board Members (Art. 3c) Proposal: The Board of Directors proposes to increase the conditional capital available for employee participation plans from currently CHF 7,944, to CHF 8,400, Explanation: The available conditional capital under article 3c of the Articles of Association is fully reserved for outstanding options or restricted stock units (RSU). In order to be able to continuously attract, incentivise and adequately compensate its employees and new talents, the Company requires an increased conditional capital available for its employee incentive plans. Old version Article 3c Article 3c Conditional Capital for Employees, Persons of Comparable Positions and Board Members 1. The share capital of the Company increases in the nominal value of up to CHF 7,944, by issuance of up to 39,720,771 fully paid-in registered Shares with a nominal value of CHF 0.20 each, subject to the direct or indirect exercise/issuance of options or other equity-based instruments granted by the Company to employees of the Company or its subsidiaries, persons of a comparable position and Board members. 2. [deleted] Conditional Capital for Employees, Persons of Comparable Positions and Board Members 1. The share capital of the Company increases in the nominal value of up to CHF 8,400, by issuance of up to 42,000,000 fully paid-in registered Shares with a nominal value of CHF 0.20 each, subject to the direct or indirect exercise/issuance of options or other equity-based instruments granted by the Company to employees of the Company or its subsidiaries, persons of a comparable position and Board members. 2. [deleted] 6. Elections 6.1 Elections of the Board of Directors Proposal: Sir Tom McKillop and Claus Braestrup have voiced their intention to retire from the Board of Directors and are not available for re-election. The Board of Directors proposes that all other current members of the Board of Directors be re-elected for a period of one year. The nominations will be voted on separately Martin Gertsch Neil Goldsmith Jutta Heim Ganesh Kishore Stuart Strathdee Thomas Videbaek Gerard Hoetmer 6.2 Election of the Chairperson of the Board of Directors Proposal: The Board of Directors proposes the election of Gerard Hoetmer as Chairperson of the Board of Directors for the term of one year until the next Annual General Meeting. 7. Election of the Compensation Committee Proposal: The Board of Directors proposes that the following persons be elected for a period of one year. The nominations will be voted on separately. 7.1 Stuart Strathdee 7.2 Thomas Videbaek 8. Re-election of the Auditors Proposal: The Board of Directors proposes to re-elect Ernst & Young Ltd., Basel, as auditors for a one-year term. 9. Re-election of the Independent Proxy Proposal: The Board of Directors proposes the re-election of Dr. Oscar Olano, staehelin olano Advokatur und Notariat, Basel, as independent proxy for the term of one year. 3

4 10. Compensation of the Group Management Team Proposal: The Board of Directors proposes to approve a maximum amount of fixed and variable compensation of CHF 4.2 million (maximum 2016/2017: CHF 4.1 million) for the members of the Group Management Team for the period from 1 July 2017 until 30 June Explanation: The Board of Directors has established a set of company goals for 2017, the achievement of which will determine the variable compensation for the Group Management Team and for other staff in the beginning of The proposed amount is based on currency exchange rates as of March An extensive description of Evolva s compensation policy as well as the actual and proposed amounts of compensation of the members of the Group Management Team are available in the Compensation Report which is part of the Annual Report 2016 (starting page 37) and can be downloaded from our website at Compensation of the Board of Directors Proposal: The Board of Directors proposes to approve a maximum compensation amount of CHF 600,000 (maximum 2016/2017: CHF 800,000) for the Board of Directors covering the period until the Annual General Meeting in Explanation: The proposed decrease in the maximum compensation of the Board of Directors is related to the reduction of the number of Board members. The proposal is lower than the amount mentioned in the 2016 Compensation Report (CHF 800,000) as the reduction in the size of the Board of Directors was decided after the publication of that report. An extensive description of Evolva s compensation policy as well as the actual and proposed amounts of compensation of the Board of Directors are available in the Compensation Report which is part of the Annual Report 2015 (starting page 37) and can be downloaded from our website at Annual Report The English language Annual Report 2016 (including the Statutory Financial Statements, Consolidated Financial Statements and the Compensation Report for 2016), the statutory auditors reports on the Statutory Financial Statements and on the Consolidated Financial Statements as well as the German summary may be inspected by shareholders at the Company s registered office (Duggingerstrasse 23, 4153 Reinach, Switzerland). Registered shareholders can use the enclosed reply form to request the Business Report. The Annual Report is also available on the website at Admission and Voting Rights All shareholders registered in the shareholders register will receive a reply form together with the invitation. Admission cards may be ordered from Evolva Holding SA, Share Register, c/o Nimbus AG, Ziegelbrückstrasse 82, 8866 Ziegelbrücke, Switzerland, using the enclosed reply form. Admission cards with ballot forms will be sent out starting 11 May All shareholders registered in the shareholders register as of 10 May 2017 are entitled to vote. In case of sale of shares mentioned on the admission card on or before 16 May 2017, the shareholder will lose his/her right to vote. Proxies Any shareholder not attending the Annual General Meeting in person may appoint one of the following as proxy: legal representative; another shareholder; the independent proxy Dr. Oscar Olano, LL.M, staehelin olano Advokatur und Notariat, Malzgasse 15, 4052 Basel, Switzerland. For this purpose, please see the instructions on the reply form and complete the form as instructed. Correspondence All correspondence concerning the Annual General Meeting should be addressed to: Evolva Holding SA, Share Register, c/o Nimbus AG, Ziegelbrückstrasse 82, 8866 Ziegelbrücke, Switzerland. 4

5 Yours sincerely, For the Board of Directors of Evolva Holding SA The Chairman Sir Tom McKillop (The original German text remains in all matters binding and definitive) 5