ABB Ltd
14 April 2003
ABB nominates two new board members
Seeks AGM approval to change articles for authorized and contingent capital
Zurich, Switzerland, April 14, 2003 - ABB said today it has nominated two new
board members for election at its annual general meeting (AGM) on May 16, 2003,
and will seek shareholder approval to amend its articles of incorporation to
allow the reinstatement of authorized share capital and an extension in its
contingent share capital in order to secure greater financial flexibility.
The two proposed new board members are Louis R. Hughes, 54, a U.S. citizen, who
is a retired executive vice president of General Motors Corporation, and Michael
Treschow, 59, chairman of Ericsson, a Swedish citizen.
The current board members - Roger Agnelli, Jurgen Dormann, Hans Ulrich Marki,
Michel de Rosen, Bernd W. Voss and Jacob Wallenberg - stand for re-election.
The board intends to re-elect Dormann as its chairman, and to appoint Wallenberg
as its lead director. The lead director has a coordinating board role in
companies, like ABB, where the chairman of the board is also the chief
executive.
The AGM will be asked to approval to amend the articles of incorporation to
allow the creation of CHF 250 million in authorized share capital by issuing up
to 100 million shares. The capital would replace CHF 100 million of authorized
share capital that expired in June 2001.
ABB said a portion of the proposed authorized share capital would be used to
fulfill its obligation to transfer some 30 million ABB shares to the Asbestos
Personal Injury Trust, under the pre-packaged plan of reorganization of its U.S.
subsidiary, Combustion Engineering. The remaining shares may be issued as deemed
appropriate by the board of directors.
In addition, the board will propose at the AGM to change the article of
incorporation to allow an increase in ABB's contingent share capital from CHF
200 million to CHF 750 million - enabling the issue of 300 million ABB shares -
and to extend the potential use of the contingent share capital for new
financial instruments, if needed. ABB's board of directors said it believes this
is a prudent measure to ensure flexibility in obtaining funding beyond current
sources.
The company said that it may use up to 80 million shares for ABB employee share
ownership plans and up to ten million shares for warrant rights granted to ABB
shareholders. Up to 210 million shares may be used in conversion rights or
warrants related bonds or other financial instruments, should that be necessary,
ABB said.
Details of the proposals are included in the invitation to the AGM that will be
sent to shareholders tomorrow.
ABB (www.abb.com) is a leader in power and automation technologies that enable
utility and industry customers to improve performance while lowering
environmental impact. The ABB Group of companies operates in around 100
countries and employs about 139,000 people.
This information is provided by RNS
The company news service from the London Stock Exchange
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