SFS shareholders approve all proposals at the Annual General Meeting
Ad hoc announcement pursuant to Art. 53 LR – April 28, 2022
At the 29th Annual General Meeting, the shareholders of the SFS Group agreed to all proposals of the Board of Directors by a large majority. Thomas Oetterli was elected as the successor of Heinrich Spoerry as Chairman of the Board of Directors and Dr. Peter Bauschatz, Chairman of the Supervisory Board of Hoffmann SE, was elected as an additional member to the Board of Directors.
The Annual General Meeting was held without the physical attendance of the shareholders. Participation in the voting was possible in writing or electronically by issuing a power of attorney to the independent proxy.
On April 27, 2022, the Annual General Meeting was held at the premises of the SFS Group in Heerbrugg (Switzerland) in the presence of the independent proxy and a representative of the statutory auditor. In total, 30,731,538 shares with voting rights were represented, which corresponds to 81.95% of the share capital.
Thomas Oetterli elected as the new Chairman of the Board of Directors
Thomas Oetterli has been a member of the SFS Group's Board of Directors since 2011. He will replace Heinrich Spoerry as Chairman of the Board of Directors on April 28, 2022. Thanks to his many years of service on the SFS Group's Board of Directors, Thomas Oetterli has comprehensive knowledge of the Group. Heinrich Spoerry will step down from the Board of Directors after reaching the age limit as defined in the Articles of Association.
The Board of Directors and the Executive Board would like to express their gratitude to Heinrich Spoerry for his many years of service as CEO and Chairman of the Board of Directors of the SFS Group from 1999 to 2022. Having joined SFS for the first time in 1981, with his distinguished personality, extraordinary commitment and foresight he went on to shape the Group's successful development, making key contributions toward setting its strategic course.
Dr. Peter Bauschatz elected as a new member of the Board of Directors
The proposal on the election of Dr. Peter Bauschatz as an additional member of the Board of Directors of the SFS Group was accepted with a clear majority of the votes cast. Dr. Peter Bauschatz is Chairman of the Supervisory Board of Hoffmann SE. His election is subject to the condition precedent of the completion of the acquisition of Hoffmann SE. Hoffmann's inclusion at various levels of the SFS organization will create continuity and lay the foundation for the Group’s successful future development. The transaction will be completed in the first half of 2022 upon conclusion of all merger control procedures.
The shareholders confirmed the current members of the Board Directors in their office, their compensation, and the compensation of the members of the Executive Board. All members of the Board of Directors and the Executive Board were granted discharged from liability.
The management report, consolidated financial statements and the 2021 annual financial statements were also approved. Urs Kaufmann (current Chairman), Nick Huber (current member) and Thomas Oetterli (new member) were elected to the Nomination and Compensation Committee. The shareholders also approved the re-election of the independent proxy bürki bolt Rechtsanwälte (attorneys-at-law) and the auditors at PricewaterhouseCoopers AG.
Payment to the shareholders
In view of the good earnings and balance sheet, the outlook for further business development, and the planned financing of the Hoffmann transaction, the Board of Directors has proposed a dividend of CHF 2.20 per share (PY CHF 1.80). The proposal was accepted by the shareholders.
Dissolution of a shareholder group
The shareholder group which, in connection with the Hoffmann transaction, undertook to approve the creation of authorized share capital at the extraordinary General Meeting in January 2022 and to support the election of Dr. Peter Bauschatz, has fulfilled its purpose and will therefore be dissolved.