Information  X 
Enter a valid email address

OC Oerlikon Corp AG (OCO)

  Print   

Monday 21 April, 2008

OC Oerlikon Corp AG

Notice of AGM

OC Oerlikon Corp AG, Pfaeffikon
21 April 2008




Regulatory Announcement


Agenda of the 35th Annual General Meeting of Shareholders of OC Oerlikon
Corporation AG, Pfaffikon

to be held on May 13, 2008, in the Culture and Convention Center in Lucerne,
Switzerland


1.     2007 Annual Report, Annual Financial Statements of OC Oerlikon
Corporation AG, Pfaffikon and Consolidated Financial Statements

The Board of Directors moves to approve the 2007 Annual Report, the Annual
Financial Statements of OC Oerlikon Corporation AG, Pfaffikon and the
Consolidated Financial Statements.


2.     Allocation of the 2007 Balance Sheet Profit

Net income 2007                                  CHF  91'371'276
Balance carried forward from the previous year   CHF 112'712'518
Available earnings                               CHF 204'083'794


The Board of Directors moves to waive a dividend and to carry forward the 2007
balance sheet profit of CHF 204'083'794.


3.     Discharge of the Members of the Board of Directors

The Board of Directors moves to grant discharge to Messrs. Georg Stumpf,
Vladimir Kuznetsov, Dr. Hanno Bastlein, Thomas Limberger and Christian Schmidt
for the 2007 financial year.



4.     Amendments to the Articles of Association

a.     Art. 4 lit. e of the Articles of Association (Exclusion of the bid
obligation under the Stock Exchange Act)

The Board of Directors proposes to remove the existing opting-out clause in the
Articles of Association of the corporation (Art. 4 lit. e), whereby the duty to
submit a mandatory bid under the Stock Exchange Act is presently excluded.


                                            Art. 4 lit. e
                    Exclusion of the bid obligation under the Stock Exchange Act

Present wording                                                    Proposal of the Board of Directors

A person who acquires shares in the corporation is  (deleted)
not required to make a public purchase bid pursuant
to Articles 32 and 52 of the Federal Act on Stock
Markets and Securities Trading.


Explanations:

Based on the present version of the Articles of Association, any shareholder
which acquires in excess of 33 1/3% of the shares of the corporation is not
under a legal duty to submit a public mandatory bid to the other shareholders in
accordance with the relevant provisions of the Swiss Stock Exchange Act
(opting-out clause). The Board of Directors considers that an opting-out is no
longer in compliance with modern standards of corporate governance, and proposes
to delete this statutory clause. The General Meeting may abolish Art. 4 lit. e
of the Articles of Association with a majority vote of the General Meeting. If
the proposal of the Board of Directors is approved, any shareholder which, after
the enactment of the amendment to the Articles of Association, would
subsequently acquire in excess of 33 1/3 % of the shares of the corporation
would be forced to submit a public mandatory bid to the other shareholders.



b.     Art. 11 Abs. 1 of the Articles of Association (Cut-off date for
determination of the entitlement to vote at the General Meeting)

The Board of Directors proposes to delegate the right to fix the cut-off date
for determination of the entitlement to vote at the General Meeting to the Board
of Directors and to accordingly amend Art. 11 sec. 1 of the Articles of
Association as follows:


                                           Art. 11 sec. 1

                                            Voting rights
Present wording                                                    Proposal of the Board of Directors

Each nominal value of CHF 20.- shall bear one vote. Each nominal value of CHF 20.- shall bear one
Those entitled to vote in the General Meeting of    vote. Those entitled to vote in the General
shareholders are the shareholders, whose names are  Meeting of shareholders are the shareholders,
entered in the share register as voting registered  whose names are entered in the share register as
shareholders at the time of invitation to the       voting registered shareholders at such cut-off
General Meeting of shareholders.                    date as shall be determined by the Board of
                                                    Directors.



Explanations:

The Board of Directors proposes to enhance the presence in the Articles of
Association of the corporation of modern standards of Corporate Governance and
to devise in a more flexible way certain provisions which in practice appear to
be excessively rigid. To this purpose, the clause (Art. 11 sec. 1) providing
that, in order to determine the entitlement to participate and vote at the
General Meeting, the status of entry in the share register of the corporation as
of the time when the invitation is issued shall be controlling, shall be
abolished. In compliance with modern standards of Corporate Governance, the
cut-off date for determination of the entitlement to vote at the General Meeting
shall be determined by the Board of Directors and notified in the invitation to
the General Meeting.



c.     Art. 16 of the Articles of Association (Annual re-election of the Board
of Directors)

The Board of Directors proposes to reduce the term of office of the members of
the Board of Directors to one year and to embody the individual election of each
member in the Articles of Association. Accordingly, Art. 16 sec. 1 and 2 of the
Articles of Association shall be amended as follows:


                                               Art. 16

                                   Duration of office, re-election
Present wording                                                    Proposal of the Board of Directors

Board members shall be elected for three years and  Board members shall be elected annually for a
shall be eligible for re-election; a 'year' shall   period of one year and shall be eligible for
mean the period from one ordinary General Meeting   re-election; a 'year' shall mean the period from
of shareholders to the next. Members of the Board   one ordinary General Meeting of shareholders to
of Directors may be elected for a new office period the next. Each member of the Board of Directors
of three years prior to the expiration of their     shall be elected individually.
office period. The elections are to be organized in
such a way that each year the office period of
about a third of the members of the Board of
Directors expires.


                   Elections for vacancies, elections of additional Board members
Present wording                                                    Proposal of the Board of Directors

Elections to fill vacancies shall be held at the    Elections to fill vacancies shall be generally
next ordinary General Meeting of shareholders for   held at the next ordinary General Meeting of
the remainder of the term of office of the member   shareholders; in the event of elections for
replaced; for elections of additional members       replacement or for the election of additional
during the year, the period until the next ordinary members during the year, the period until the
General Meeting of shareholders shall be deemed a   next ordinary General Meeting of shareholders
year.                                               shall be deemed to constitute a year.



Explanations:

A further proposal to assimilate modern standards of Corporate Governance into
the Articles of Association of the corporation is related to the reduction of
the term of office of the members of the Board of Directors to one year, and
their individual election. Thereby, the shareholder of the corporation shall
have every year the possibility to individually 'appraise' the performance of
each member of the Board of Directors. The term of office of the Board of
Directors is aligned with that of the auditors, with the requirement of annual
re-elections. The annual term of office and the individual re-election of the
Board of Directors reflects the contents of the draft law on the amendments of
company law and accounting law which the Swiss Federal Council has submitted to
Parliament for consideration and deliberation on December 21, 2007.



d.     Art. 14, Art. 17 sec. 2 and Art. 21 of the Articles of Incorporation
(Editorial amendments in accordance with the new company law)

The Board of Directors proposes the following editorial amendments of Art. 14,
17 and 21 of the Articles of Association, in order to comply with the amendments
of Art. 727 et seq. of the Swiss Code of Obligations, which were enacted as of
January 1, 2008:


                                               Art. 14

                                               Powers
Present wording                                                    Proposal of the Board of Directors

The General Meeting of shareholders shall have the  .The General Meeting of shareholders shall have
following powers which shall not be delegated:      the following powers which shall not be
                                                    delegated:


a)     to fix and amend these Articles of
Association,                                        a)    to fix and amend these Articles of
                                                    Association,
b)     to elect and relieve Members of the Board of
Directors, the auditors  and the Group auditor,     b)     to elect and relieve Members of the Board
                                                    of Directors and the auditors,
c)     to approve the annual report, the annual
financial state-ment and  the consolidated          c)   to approve the annual report, the annual
financial statements, and to decide on the          financial state-ment and  the consolidated
allocation of profits as shown on the balance       financial statements, and to decide on the
sheet, in particular with regard to dividends and   allocation of profits as shown on the balance
bonus payments to members of the Board of           sheet, in particular with regard to dividends and
Directors,                                          bonus payments to members of the Board of
                                                    Directors,
d)        to discharge the Members of the Board of
Directors,                                          d)   to discharge the Members of the Board of
                                                    Directors,
e)        to dissolve the corporation with or
without liquidation,                                e)     to dissolve the corporation with or
                                                    without liquidation,
f)        to decide matters reserved to the General
Meeting of shareholders by law of by these Articles f)     to decide matters reserved to the General
of Association or which are presented to it by the  Meeting of shareholders by law of by these
Board of Directors.                                 Articles of Association or which are presented to
                                                    it by the Board of Directors.


                                           Art. 17 Abs. 2

                                          Exclusive Powers
Present wording                                                    Proposal of the Board of Directors

The Board has the following non-delegable and       The Board has the following non-delegable and
inalienable duties:                                 inalienable duties:



a)     the ultimate direction of the business of    a)     the ultimate direction of the business of
the corporation and issuing of the relevant         the corporation and issuing of the relevant
directives,                                         directives,

b)     to lay down the organization of the          b)     to lay down the organization of the
corporation,                                        corporation,

c)     to formulate accounting procedures,          c)     to formulate accounting procedures,
financial controls and financial planning,          financial controls and financial planning,

d)     to nominate and relieve persons entrusted    d)     to nominate and relieve persons entrusted
with the management and representation of the       with the management and representation of the
corporation and to regulate the power to sign for   corporation and to regulate the power to sign for
the corporation,                                    the corporation,

e)     the ultimate supervision of those persons    e)     the ultimate supervision of those persons
entrusted with management of the corporation, with  entrusted with management of the corporation,
particular regard to adherence to law, these        with particular regard to adherence to law, these
Articles of Association, corporation rules and      Articles of Association, corporation rules and
regulations and corporation directives,             regulations and corporation directives,

f)     to issue the Annual Report and to prepare    f)     to issue the Annual Report and to prepare
for the General Meeting of shareholders and to      for the General Meeting of shareholders and to
carry out its resolutions,                          carry out its resolutions,

g)     to inform the court in case of indebtedness, g)    to inform the court in case of
                                                    indebtedness,
h)    to check the special qualifications of the
auditors.


                                               Art. 21

                                             Composition
Present wording                                                    Proposal of the Board of Directors

The ordinary General Meeting of shareholders shall  The ordinary General Meeting of shareholders
each year appoint one or more natural persons or    shall each year appoint a state supervised
auditing firms as auditors as defined in Art. 727   auditing firms as auditors as defined in Art. 727
et seq. Swiss Code of Obligations with the duties   et seq. Swiss Code of Obligations. The auditors
and entitlements laid down in law.                  shall be independent from the corporation.




                                       Special qualifications
The auditors shall meet high professional          (deleted)
standards as defined in Art. 727 b Swiss Code of
Obligations.


                                               Powers
The auditors shall attend the annual General       The auditors shall audit the annual financial
Meeting of shareholders and shall have all the     statement of the corporation and the consolidated
statutory powers.                                  financial statements and prepare a written report
                                                   to the Board of Directors and to the General
                                                   Meeting. It disposes of the duties and
                                                   entitlements laid down in the law.


                                            Group auditor
In addition, the ordinary General Meeting of       (deleted)
shareholders shall each year appoint an auditor to
the Group.





Explanations:

With the enactment of the partial amendment of the Swiss Code of Obligations as
of January 1, 2008, the previous distinction between ordinary auditors and
auditors to the Group has been abolished. The annual financial statement of a
corporation limited by shares and the consolidated financial statements of a
group of companies may now be audited by the same auditors. The proposed
amendments of Arts. 14, 17 sec. 2 and 21 merely reflect the new legal framework.



5.     Election to the Board of Directors

The Board of Directors moves to elect Messrs Georg Stumpf, Vladimir Kuznetsov,
Gunther Robol and Dr. Hanno Bastlein to the Board of Directors for an
additional term of one year.



6.     Election of auditors

The Board of Directors moves to re-elect KPMG AG, Zurich, as auditors of the
corporation for a period of one year.





Pfaffikon/SZ, April 15, 2008



OC Oerlikon Corporation AG, Pfaffikon



Georg Stumpf,

President of the Board of Directors




                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                                         

a d v e r t i s e m e n t