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Lonza Announces Results of the 2017 Annual General Meeting - All Motions Proposed by Board of Directors AcceptedBasel, Switzerland, )
235 shareholders attended, representing 59.96% of the share capital
Shareholders re-elected all existing members of the Board of Directors except for Thomas Ebeling, who did not stand for re-election, and approved the new election of Albert M. Baehny
Rolf Soiron was re-elected as Board Chairperson for another year
A dividend of CHF 2.75 per share will be paid out as from 3 May 2017
Today’s Annual General Meeting of Lonza Group Ltd, led by the Chairperson of the Board of Directors, Rolf Soiron, was attended by 235 shareholders. They represented 59.96% of the share capital.
The Board members standing for re-election (Rolf Soiron, Patrick Aebischer, Werner Bauer, Jean-Daniel Gerber, Christoph Mäder, Barbara Richmond, Margot Scheltema, Juergen Steinemann and Antonio Trius) were all elected for a further term in office of one year. Thomas Ebeling did not stand for re-election. The shareholders also elected Albert M. Baehny as a new member of the Board. The Annual General Meeting re-elected Rolf Soiron as Chairperson of the Board of Directors for a further term in office of one year, as well as the three acting members of the Nomination and Compensation Committee.
The shareholders strongly supported all other motions proposed by the Board of Directors, including among others the remuneration report and the binding votes on the compensation for the Board of Directors and the Executive Committee.
A dividend of CHF 2.75 per share, as proposed by the Board of Directors and accepted by the shareholders, will be paid out from 3 May 2017.
The shareholders also supported the increase of the share capital by the issuance of up to 22,000,000 fully paid registered shares to raise gross proceeds in the amount of approximately CHF 2.3 billion by way of a rights offering, the reintroduction of authorized capital in the amount of CHF 7,500,000, and an increase of the existing conditional capital from currently CHF 5,029,860 to CHF 7,500,000.
For further information, please see the short-form minutes of the Lonza Annual General Meeting under the following link (select “Annual General Meeting 2017”).
Lonza Additional Information and Disclaimer
Lonza Group Ltd has its headquarters in Basel, Switzerland, and is listed on the SIX Swiss Exchange. It has a secondary listing on the Singapore Exchange Securities Trading Limited (“SGX-ST”). Lonza Group Ltd is not subject to the SGX-ST’s continuing listing requirements but remains subject to Rules 217 and 751 of the SGX-ST Listing Manual.
This announcement may include statements that are, or may be deemed to be, “forward-looking statements.” These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes," “estimates,” “plans," “projects," “anticipates," “expects," “intends," “may," “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions.
Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Lonza Group Ltd’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Lonza Group Ltd’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
Each of Lonza Group Ltd, BofA Merrill Lynch, UBS, and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement, whether as a result of new information, future developments or otherwise.
This announcement is not an advertisement and not a prospectus and not an offer of, or a solicitation of an offer to buy, securities to U.S. persons or in any jurisdiction, including in or into the United States, Canada, Japan or Australia, where such offer or solicitation is unlawful. This announcement is not an offer to sell, or a solicitation of an offer to purchase, any securities of Lonza Group Ltd, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or investment decision.
The contents of this announcement have been prepared by and are the sole responsibility of Lonza Group Ltd. None of BofA Merrill Lynch, UBS, or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Lonza Group Ltd and/or its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss, whether arising from any use of this announcement or its contents or otherwise arising in connection therewith.
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The securities to which this announcement refer have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will not be a public offering of securities in the United States.
This announcement is not an offering circular within the meaning of article 652a of the Swiss Code of Obligations, nor is it a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or a prospectus under any other applicable laws.
This communication does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive") of the securities referred to herein in any member state of the European Economic Area (the "EEA"). Any offers of the securities referred to in this announcement to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities. In the United Kingdom, this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons, and it should not be relied on by anyone other than such persons.
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