Shareholders approve financial restructuring of Oerlikon |
20.05.2010
| from OC Oerlikon Management AG, Pfäffikon
20.05.2010, The 37th Annual General Shareholders' Meeting of OC Oerlikon Corporation AG, Pfäffikon was held today in Lucerne. The focus of the meeting were the Group's financial restructuring measures, which are key to the future of the Group. All motions by the Board of Directors passed almost concordantly. 52.48 percent of the share capital were represented. The two additional independent candidates nominated for the Board of Directors were elected for a term of one year: Wolfgang Tölsner, previously COO of Bombardier Transportation, and Gerhard Pegam, the current CEO of Epcos.
The election is subject to the completion of the capital decrease and the subsequent re- increase of the Company's share capital to the current amount. "The approved financial restructuring plan creates the basis for a successful future of the Oerlikon Group", says Vladimir Kuznetsov, Chairman of Oerlikon's Board of Directors. The implementation of the financial restructuring measures can therefore proceed as planned, with the rights offering starting on May 25, 2010 and completion expected by June 9, 2010. The financial restructuring package reduces Oerlikon's net debt, strengthens the Group's total equity by up to CHF 1.3 billion and increases its liquidity by approximately CHF 300 million (before transaction costs). Combined with the ongoing operational restructuring, these measures are expected to provide the Group with the operational flexibility to actively manage the recovery going forward and to position the Group's six segments for sustainable long-term growth.
Ballot results of the Annual General Shareholders' Meeting
The financial restructuring plan which was agreed between the lenders, Renova Group and Oerlikon on March 31, 2010, was now put to the vote of Oerlikon's shareholders. Altogether, the following items were on the agenda:
1. Annual report, annual financial statements of OC Oerlikon Corporation AG, Pfäffikon and consolidated financial statements 2009
Both annual report and the financial statements for the fiscal year 2009 were approved with 99.77 percent of the votes.
2. Treatment of balance sheet loss 2009
The shareholders' meeting approved with 99.72 percent of the votes to carry forward the balance sheet loss for the fiscal year 2009 in the amount of CHF 62'970'672 to new account.
3. Discharge of the members of the Board of Directors for the fiscal year 2009
The shareholders' meeting approved the release of Mr Vladimir Kuznetsov, Mr Kurt J. Hausheer, Dr. Urs A. Meyer, Mr Carl Stadelhofer and Mr Hans Ziegler for the fiscal year 2009 with 92.58 percent of the votes.
4. Restructuring (comprehensive resolution)
The restructuring measures were approved with 99.78 percent of the votes. All restructuring measures submitted to the general meeting under agenda item 4 were mutually dependent on each other in such manner that the refinancing proposed by the Board of Directors could only be accomplished in its entirety. Therefore, the individual resolutions under agenda item 4 were submitted for vote in their entirety and were also approved as such.
5. Amendments to the Articles of Association
Amendments to the Articles of Association in conformity with the Federal Act on Book- Entry Securities: All additional amendments for the implementation of the Federal Act on Book-Entry Securities proposed by the Board of Directors were approved by 99.82 percent of the votes.
6. Elections to the Board of Directors
The Board of Directors had proposed to re-elect and were approved with the following percents of the votes: Mr Vladimir Kuznetsov (99.62%), Mr Kurt J. Hausheer (99.72%), Dr. Urs A. Meyer (99.64%), Mr Carl Stadelhofer (99.65%) and Mr Hans Ziegler (99.76%) to the Board of Directors for a term of one year. Furthermore, Mr Wolfgang Tösler and Mr Gerhard Pegam have been elected with 98.91 respectively 98.84 percent of the votes, both new additional candidates for the Board of Directors. Their election is subject to the completion of the capital decrease and the subsequent re-increase of the Company's share capital to the current amount.
7. Election of auditors
KPMG AG, Zurich, was confirmed by a majority of 99.82 percent of the votes as auditors of the Company for the fiscal year 2010.
--- END press release Shareholders approve financial restructuring of Oerlikon ---
Ballot results of the Annual General Shareholders' Meeting
The financial restructuring plan which was agreed between the lenders, Renova Group and Oerlikon on March 31, 2010, was now put to the vote of Oerlikon's shareholders. Altogether, the following items were on the agenda:
1. Annual report, annual financial statements of OC Oerlikon Corporation AG, Pfäffikon and consolidated financial statements 2009
Both annual report and the financial statements for the fiscal year 2009 were approved with 99.77 percent of the votes.
2. Treatment of balance sheet loss 2009
The shareholders' meeting approved with 99.72 percent of the votes to carry forward the balance sheet loss for the fiscal year 2009 in the amount of CHF 62'970'672 to new account.
3. Discharge of the members of the Board of Directors for the fiscal year 2009
The shareholders' meeting approved the release of Mr Vladimir Kuznetsov, Mr Kurt J. Hausheer, Dr. Urs A. Meyer, Mr Carl Stadelhofer and Mr Hans Ziegler for the fiscal year 2009 with 92.58 percent of the votes.
4. Restructuring (comprehensive resolution)
The restructuring measures were approved with 99.78 percent of the votes. All restructuring measures submitted to the general meeting under agenda item 4 were mutually dependent on each other in such manner that the refinancing proposed by the Board of Directors could only be accomplished in its entirety. Therefore, the individual resolutions under agenda item 4 were submitted for vote in their entirety and were also approved as such.
5. Amendments to the Articles of Association
Amendments to the Articles of Association in conformity with the Federal Act on Book- Entry Securities: All additional amendments for the implementation of the Federal Act on Book-Entry Securities proposed by the Board of Directors were approved by 99.82 percent of the votes.
6. Elections to the Board of Directors
The Board of Directors had proposed to re-elect and were approved with the following percents of the votes: Mr Vladimir Kuznetsov (99.62%), Mr Kurt J. Hausheer (99.72%), Dr. Urs A. Meyer (99.64%), Mr Carl Stadelhofer (99.65%) and Mr Hans Ziegler (99.76%) to the Board of Directors for a term of one year. Furthermore, Mr Wolfgang Tösler and Mr Gerhard Pegam have been elected with 98.91 respectively 98.84 percent of the votes, both new additional candidates for the Board of Directors. Their election is subject to the completion of the capital decrease and the subsequent re-increase of the Company's share capital to the current amount.
7. Election of auditors
KPMG AG, Zurich, was confirmed by a majority of 99.82 percent of the votes as auditors of the Company for the fiscal year 2010.
--- END press release Shareholders approve financial restructuring of Oerlikon ---
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