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OC Oerlikon Corp AG (OCO)

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Tuesday 21 April, 2009

OC Oerlikon Corp AG

Notice of AGM

RNS Number : 8919Q
OC Oerlikon Corp AG, Pfaeffikon
21 April 2009
 






Invitation to the

36th Annual General Meeting of Shareholders



(This invitation is a non-binding translation of the official German version

published on April 20, 2009 in the Swiss Official Gazette of Commerce)






The shareholders of OC Oerlikon Corporation AG, Pfäffikon

are invited to the 36th Annual General Meeting of Shareholders on


Tuesday, May 12, 2009, at 2.30 p.m. (door opens at 1.30 p.m.)

KKL Luzern (Culture and Convention Center), Luzerner Saal,

Europaplatz 1LucerneSwitzerland




  Agenda



1.    2008 Annual Report, Annual Financial Statements of OC Oerlikon Corporation AG,     
       Pfäffikon and Consolidated Financial Statements 


The Board of Directors moves to approve the 2008 Annual Report, the Annual Financial Statements of OC Oerlikon Corporation AG, Pfäffikon and the Consolidated Financial Statements.


2.    Allocation of the 2008 Balance Sheet Profit


Net profit 2008

CHF     13 424 491

Balance brought forward from the previous year

after allocation to reserve for treasury shares


CHF    93 732 338


Available earnings


CHF    107 156 829


The Board of Directors moves to waive a dividend and to carry forward the 2008 balance sheet profit of CHF 107 156 829.


3.    Discharge of the Members of the Board of Directors


The Board of Directors moves to grant discharge to Messrs Vladimir Kuznetsov, Dr. Hanno Bästlein, Kurt J. Hausheer, Dr. Urs A. Meyer, Carl Stadelhofer, Hans Ziegler as well as Georg Stumpf and Günther Robol for the 2008 financial year.


4.    Amendments to the Articles of Association (Total Revision)

The Board of Directors moves for the total revision of the articles of association as set out below (combined poll):

4.1    Art. 3 sec. 2 of the Articles of Association (Share Certificates)

Present:

New:

Art. 3 sec. 2

The share certificates shall bear the facsimile of the signatures of two Members of the Board of Directors. The corporation may issue certificates, each covering a number of shares, which may be converted at any time to smaller certificates or into the corresponding number of share units, free of charge.

Art. 7

The corporation may issue certificates, each for a single share or a number of shares. Share certificates may be converted at any time into certificates representing a smaller number of shares or into the corresponding number of share units, free of charge. The share certificates shall bear a facsimile version of the signatures of two Members of the Board of Directors.

Explanations:

The removal of Art. 3 sec. 2 of the Articles of Association and the integration of a revised edition of this provision into a new Art. 7 of the Articles of Association shall take the fact into account that the corporation shares are typically not certified by single share certificates. The Board of Directors proposes this amendment to clarify the Articles of Association. Art. 7 (new) of the Articles of Association corresponds in content to Art. 3 sec. 2 of the Articles of Association. The proposal only provides for editorial amendments.

4.2    Art. 4 sec. 1 of the Articles of Association (Share Register)

Present:

New:

Art. 4 sec. 1

The Board of Directors is to keep a register of shares, wherein the names and addresses of shareholders and beneficiaries are to be entered. There are no restrictions on the transfer of shares. The corporation shall recognize only those parties entered in the share register as shareholders or beneficiaries.

Art. 4

The Board of Directors is to keep a register of shares, wherein the names and addresses of shareholders and beneficiaries of corporation shares are to be entered. There are no restrictions on the transfer of shares. The corporation shall recognize only those parties entered in the share register as shareholders or beneficiaries.

Explanations:

The Board of Directors proposes to insert the share register provisions into a separate Art. 4 of the Articles of Association; thereby clarifying that the share register provisions apply irrespective of the form of securitization. The Board of Directors proposes this amendment to clarify the Articles of Association. The Board of Directors proposes editorial specifications. The proposal does not provide for any amendments in content.

4.3    Art. 4 sec. 2 to 4 of the Articles of Association (Postponed Printing of Share Certificates, Method of Share Transfer, Pledging of Shares)

Art. 4 sec. 2 to 4 of the Articles of Association shall be inserted into Art. 5 (new) of the Articles of Association.

Explanations:

The separate insertion of Art. 4 sec. 1 of the Articles of Association into Art. 4 (new) of the Articles of Associations requires the provisions of Art. 4 sec. 2 to sec. 4 of the Articles of Association to be inserted into a new Art. 5 of the Articles of Association. The Board of Directors proposes this amendment to clarify the Articles of Association. The proposal does neither provide for amendments in content nor in form.

4.4    Art. 4 sec. 5 of the Articles of Association (Exclusion of the Bid Obligation under the Stock Exchange Act)

Art. 4 sec. 5 of the Articles of Association shall be inserted into Art. 8 (new) of the Articles of Association.

Explanations:

The Board of Directors proposes to insert the provisions on the exclusion of the bid obligation under the Stock Exchange Act into a separate Art. 8 of the Articles of Association. The Board of Directors proposes this amendment to clarify the Articles of Association. The proposal does neither provide for amendments in content nor in form.

4.5    Art. 6 (new) of the Articles of Association (Book-Entry Rights)

Present:

New:


Art. 6

After the entry into force of the Federal Act on Book-Entry Securities, the corporation may, at any time and without shareholders' approval, issue shares in the form of book-entry rights or replace shares with postponed printing of share certificates as well as global certificates or collectively deposited share certificates that are committed to a single custodian by book-entry rights in the meaning of the Federal Act on Book-Entry Securities. The corporation keeps a register about the book-entry rights issued. The entry into the book-entry rights register does not substitute the entry into the share register. The corporation may, at any time and without shareholders' approval, convert the book-entry rights into share certificates, global certificates or collectively deposited securities. The corporation will bear the conversion costs.

Explanations:

The Federal Act on Book-Entry Securities (Book-Entry Securities Act) of October 3, 2008 is expected to come into force on January 1, 2010, prior to the next annual general meeting of the corporation. The proposed new article shall enable the corporation to take advantage of the Book-Entry Securities Act after its coming into force. Pursuant to Art. 973c of the Swiss Code of Obligations as applicable after the coming into force of the Book-Entry Securities Act, the corporation may issue book-entry rights or replace fungible securities or global certificates that are committed to a single custodian by book-entry rights if provided for in the Articles of Association. Pursuant to Art. 627 N 14 of the Swiss Code of Obligations as applicable after the coming into force of the Book-Entry Securities Act, provisions on the conversion of shares issued in a specific form into another form must be inserted in the Articles of Association. Art. 6 (new) of the Articles of Association provides for the statutory fundamentals in accordance with the said articles of the Swiss Code of Obligations.

  

4.6    Art. 7 sec. 3 of the Articles of Association (Inclusions of Items in Agenda)

Present:

New:

Art. 7 sec. 3

Shareholders with a holding of 

Art. 12 sec. 3

Shareholders with a holding of  this request is to be made no later than 10 weeks before the date of the General Meeting of shareholders.

Explanations:

Art. 699 sec. 3 s. 2 of the Swiss Code of Obligations requires any items and motions for inclusion in the agenda to be listed in writing. In accordance with the standard practice for the articles of association of other listed companies, the Board of Directors proposes to insert the content of this provision into the relevant Articles of Association provision. The Board of Directors proposes the amendments to enable the shareholder to see the material conditions which must be fulfilled for the exercise of shareholders' rights under the Articles of Association.

4.7    Art. 9 sec. 2 of the Articles of Association (Procedure)

Present:

New:

Art. 9 sec. 2

The registered shareholders may also be invited to the Meeting by notice in writing to their address last notified to the corporation.

Art. 14 sec. 2

An invitation will be sent to the shareholders at their address registered in the share register; whereby the convocation period begins at the day following the date of posting.

Explanations:

The Board of Directors proposes to revise the Articles of Association of the corporation to reflect modern standards of Corporate Governance.  The modern standards of Corporate Governance of listed companies require that the general meeting of shareholders must be called not only by a notice published in the Swiss Official Gazette of Commerce, but also by a written invitation transmitted to the shareholders. For clarification purposes, the provision states that the invitation will be sent to the address registered in the share register. In order to avoid legal disputes, the Board of Directors proposes to specify the beginning of the convocation period in the Articles of Association.

4.8    Art. 10 sec. 2 of the Articles of Association (Secretary, Scrutineers)

Present:

New:

Art. 10 sec. 2

The Chairman shall appoint a secretary to take the minutes, who need not be a shareholder, and the necessary scrutineers from the shareholders or shareholders' representatives present.

Art. 15 sec. 2

The Chairman shall appoint a secretary to take the minutes and any necessary scrutineers, who need not be shareholders.

Explanations:

The present Articles of Association provide that scrutineers must be shareholders or shareholder's representatives. To increase the flexibility and in line with standard practice of other listed companies, persons who are not shareholders or shareholders' representatives shall be eligible as scrutineers. A corresponding provision already applies to the secretary.

4.9    Art. 11 sec. 1 of the Articles of Association (Voting Rights)

Present:

New:

Art. 11 sec. 1

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

Art. 16 sec. 1

Each nominal value of CHF 20.― shall bear one vote. The shares are not divisible. The right to vote and the other member rights may only be exercised by shareholders or beneficiaries who are registered in the share register. Reserved are the legal representation and power of attorneys in accordance with the provision of these Articles of Association. Those entitled to vote in the General Meeting of shareholders are the shareholders, whose names are entered in the share register as voting registered shareholders at such cut-off date as shall be determined by the Board of Directors.

Explanations:

The Board of Directors proposes the amendments in order to enable the shareholder to see the material conditions which must be fulfilled for the exercise of shareholder's rights under the Articles of Association.

  

4.10    Art. 11 sec. 2 of the Articles of Association (Representation)

Present:

New:

Art. 11 sec. 2

Any shareholder may appoint another registered shareholder to act as proxy with written authorization to represent his shares at the General Meeting of shareholders. The proxy need not be a registered shareholder unless his power of proxy is based on a legal contract.

Art. 16 sec. 2

Any shareholder may appoint another registered shareholder to act as proxy with written authorization to represent his shares at the General Meeting of shareholders. The proxy need not be a registered shareholder unless his power of proxy is based on a legal contract. The chairman decides whether to recognize the power of attorney. 

Explanations:

The proposed amendment is in line with provisions of Articles of Associations of other listed companies and is intended to clarify the provision. The Board of Directors proposes the amendment in order to enhance transparency in the shareholders' interest. 

4.11    Art. 13 sec. 2 and sec. 3 of the Articles of Association (Method of Voting, Equality of Votes)

Present:

New:

Art. 13 sec. 2 and 3

Voting and elections shall be by show of hands unless otherwise ordered by the Chairman.

In the event of an equality of votes, the Chairman shall have the casting vote.

Art. 18 sec. 2 to 4

Voting and elections shall be by show of hands unless otherwise ordered by the Chairman. The Chairman may decide that voting or elections shall be conducted electronically or by written ballots.

In the case of written ballots, the Chairman may rule that only the ballots of those shareholders shall be collected who choose to abstain or to cast a negative vote, and that all other shares represented at the General Meeting at the time of vote shall be counted in favor, in order to expedite the counting of votes. 

In the event of an equality of votes, the Chairman shall have the casting vote.

Explanations:

The proposed amendment clarifies the present provision and, thereby, enhances transparency. The insertion of a new section 3 (voting or elections by written ballots) shall expedite the counting of votes in the case of written ballots; it takes the specific characteristics of the corporation as a listed company into account. The present section 3 (equality of votes) will be a new section 4.

4.12    Art. 15 sec. 2 of the Articles of Association (Constitution) and Art. 18 sec. 3 of the Articles of Association (Secretary)

Present:

New:

Art. 15 sec. 2

The Board of Directors shall constitute itself. 

Art. 18 sec. 3

The Board of Directors shall appoint the secretary, who does not need to be a shareholder or a Board member.

Art. 20 sec. 2

The Board of Directors shall constitute itself. It shall elect a Chairman among its members and shall appoint the secretary, who does not need to be a shareholder or a Board member.

Explanations:

The present Art. 15 sec. 2 of the Articles of Association deals with the constitution of the Board of Directors. For consistency, the present provision on the appointment of the secretary in Art. 18 sec. 3 of the Articles of Association shall be inserted into the constitution provision, and Art. 18 sec. 3 of the Articles of Association shall be removed. In accordance with the standard practice for the articles of association of other listed companies, the proposed provision clarifies that the Board of Directors shall elect a Chairman among its members.

4.13    Art. 15 sec. 3 of the Articles of Association (Regulations)

Present:

New:

Art. 15 sec. 3

The Board may issue business regulations if necessary.

Art. 20 sec. 3

The Board shall issue organizational rules.

Explanations:

The Board of Directors proposes to revise the Articles of Association of the corporation to reflect modern standards of Corporate Governance. The modern standards of Corporate Governance of listed companies require that the Board of Directors issues internal regulations. These internal regulations shall be consistently defined as organizational rules in the Articles of Association.


4.14    Art. 16 of the Articles of Association 

Present:

New:

Art. 16

Board members shall be elected annually for a period of one year and shall be eligible for re-election; a 'year' shall mean the period from one ordinary General Meeting of shareholders to the next. Each member of the Board of Directors shall be elected individually.

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

Art. 21

Board members shall be elected annually for a period of one year and shall be eligible for re-election; a 'year' shall mean the period from one ordinary General Meeting of shareholders to the next. Each member of the Board of Directors shall be elected individually.

The only eligible persons are those who have not completed their seventieth year of age on the election date. The General Meeting may, under special circumstances, grant an exception from this rule and may elect a member of the Board of Directors for one or several terms of office provided that the total number of these additional terms of office does not exceed three.

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

Explanations:

This proposed amendment of the corporation's Articles of Association, intended to reflect modern standards of Corporate Governance, concerns the eligible age limit for election to the Board of Directors. It is in line with the common age limit of 70 years in other listed companies. To permit flexibility in individual cases, the provision encompasses an exceptional rule. The present section 2 (elections for vacancies, elections of additional Board members) will be a new section 3.  

  

4.15    Art. 17 sec. 3 of the Articles of Association (Delegation)

Present:

New:

Art. 17 sec. 3 

The Board of Directors may, while retaining its exclusive powers, delegate some of its powers, in particular direct management, to a single or to several of its members (managing directors, committees) or to third parties, who need be neither members of the Board nor shareholders. The Board shall issue an appropriate set of regulations governing the internal organization of the company.

Art. 22 sec. 3

The Board of Directors may, while retaining its exclusive powers, delegate some of its powers, in particular direct management, to a single or to several of its members (managing directors, committees) or to third parties, who need be neither members of the Board nor shareholders. Details of the delegation shall be determined in the organizational rules.

Explanations:

This proposal is a direct consequence of the proposed amendment to the present Art. 15 sec. 3 of the Articles of Association. As set out above, the internal regulations shall be consistently defined as organizational rules in the Articles of Association. The issuance of the organizational rules shall be governed by Art. 15 sec. 3 (Art. 20 sec. 3 (new)) of the Articles of Association. This requires an amendment of Art. 17 sec. 3 (Art. 22 sec. 3 (new)) of the Articles of Association. This provision shall only provide that the details of the delegation shall be determined in the organizational rules. 

4.16    Art. 19 of the Articles of Association

Present:

New:

Art. 19 

The Board of Directors shall constitute a quorum if at least half its members are present. The presence of a quorum is not required if the Board is solely involved in the assessment and amendment of the Articles of Association in connection with a capital increase.

Representation by proxy shall not be permitted.

Board resolutions and elections shall require the vote of the simple majority of its members present.

In the event of an equality of votes, the chairman of the meeting shall have the casting vote.

Board resolutions may be passed by circular in writing or, in emergencies, by facsimile, telex or telegram, unless a member requests oral debate. Resolutions passed by circular require the agreement of the absolute majority of the Board members.

Proceedings, resolutions and elections at Board Meetings shall be recorded in the minutes, which shall be signed by the chairman of the meeting and the secretary.

Art. 23 sec. 4 to 7

The number of members who must be present to constitute a quorum and the modalities for the passing of resolutions by the Board of Directors shall be laid down in the organizational rules.

In the event of an equality of votes, the chairman of the meeting shall have the casting vote.

Board resolutions may be passed by circular in writing or, in emergencies, by facsimile, telex or telegram, unless a member requests oral debate. Resolutions passed by circular require the agreement of the absolute majority of the Board members.

Proceedings, resolutions and elections at Board Meetings shall be recorded in the minutes, which shall be signed by the chairman of the meeting and the secretary.

Explanations:

The Board of Directors proposes to revise the Articles of Association of the corporation to reflect modern standards of Corporate Governance. In keeping with modern standards of Corporate Governance, the provisions on the quorum and the modalities for the passing of resolutions are not included in the Articles of Association, but in the organizational rules. The Board of Directors proposes to insert the provisions of Art. 19 of the Articles of Association into Art. 18 (Art. 23 (new)) of the Articles of Association; thereby the fact is taken into account that these provisions are closely linked to each other.

4.17    Renumbering

The proposed amendments, if approved, will result in a renumbering of the actual Art. 5 et seq. of the Articles of Association as follows:

Present:

New:

Art. 5

Art. 9

Art. 6

Art. 10

Art. 6 a

Art. 11 a

Art. 6 b

Art. 11 b

Art. 7

Art. 12

Art. 8

Art. 13

Art. 9

Art. 14

Art. 10

Art. 15

Art. 11

Art. 16

Art. 12

Art. 17

Art. 13

Art. 18

Art. 14

Art. 19

Art. 15

Art. 20

Art. 16

Art. 21

Art. 17

Art. 22

Art. 18

Art. 23

Art. 19

Art. 23

Art. 20

Art. 24

Art. 21

Art. 25

Art. 22

Art. 26

Art. 23

Art. 27

Art. 24

Art. 28

Art. 25

Art. 29

Art. 26

Art. 30

Art. 27

Art. 31



5.    Election to the Board of Directors


The Board of Directors moves to elect Messrs Vladimir Kuznetsov, Kurt J. Hausheer, Dr. Urs A. Meyer, Carl Stadelhofer and Hans Ziegler 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 AGZurich, as auditors for a period of one year.









  Organizational Notice


Business Report

The Business Report for 2008 with the Annual Report, the Annual Financial Statements of

OC Oerlikon Corporation AG, Pfäffikon, the Consolidated Financial Statements and the Report of the Auditors is available for inspection by the shareholders as from April 20, 2009 at the company's headquarters, Churerstrasse 120, 8808 Pfäffikon SZSwitzerland. Any shareholder may request that a copy of the Business Report be sent to him/her by returning the Reply Form he/she received together with the invitation. The Business Report can also be viewed and downloaded under www.oerlikon.com


Admission Cards

Admission Cards and voting materials are only sent upon application. Please return the enclosed Reply Form, duly completed and signed, as soon as possible, but no later than Tuesday, May 2009, to the following address: OC Oerlikon Corporation AG, Pfäffikon, Share Registry, Churerstrasse 120, 8808 Pfäffikon SZSwitzerland.


Voting Entitlement

Only shareholders who are on record in the Share Register with voting rights on Monday, May 4, 2009, are entitled to vote. Between May 5 and May 12, 2009 no entries with voting rights into the Share Register will be made. Shareholders who have sold the holdings listed on the Admission Cardare no longer entitled to exercise the voting rights for these shares. In the case that only a part of the holdings listed on the Admission Card has been sold, the Admission Card has to be exchanged at the Information Desk.


Early departure from the Annual General Meeting

For the correct determination of the quorum, the voting consoles as well as the Admission Card and the voting material not used must be presented at the exit in case of an early or temporary departure from the Annual General Meeting.


Proxy Voting

Shareholders who do not wish to attend the Annual General Meeting of Shareholders in

person may arrange to be represented by another shareholder or by OC Oerlikon  Corporation AG, Pfäffikon. They may also authorize Mr. Bruno Stalder, Attorney at Law, Reinhold-Frei-Strasse 25, 8049 ZurichSwitzerland, to represent them as an independent proxy according to Art. 689c SCO (Swiss Code of Obligations).


The authorization of an independent proxy or of OC Oerlikon Corporation AG, Pfäffikon may be given directly on the Reply Form. For the authorization of another shareholder, an Admission Card is to be requested and the Proxy Form printed on its reverse side is to be used.


Proxy Holders for Deposited Shares

Proxy holders for deposited shares according to Art. 689d SCO are asked to notify the

Company of the number of shares represented by them at the earliest opportunity, but not later than May 12, 2009, when their documents are inspected on admittance to the meeting. The institutions governed by the Federal Law of November 8, 1934, on Banks and Savings Institutions, as well as professional asset managers, are regarded as proxy holders for deposited shares.


Pfäffikon/SZ, 15. April 2009


OC Oerlikon Corporation AG, Pfäffikon



Vladimir Kuznetsov

Chairman of the Board of Directors

 

Click on, or paste the following link into your web browser, to view the associated PDF document.

 

http://www.rns-pdf.londonstockexchange.com/rns/8919Q_-2009-4-21.pdf

 


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The company news service from the London Stock Exchange
 
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