Day Software announces the results of its 2008 Annual Shareholders' Meeting held yesterday at Day's worldwide headquarters in Basel, Switzerland. At the meeting, all proposals put forward to shareholders were approved. The following proposals were presented by the board of directors:
1. Annual Report, Annual Financial Accounts, Group Accounts as well as Reports of the Auditors for the fiscal year 2008
The Board proposed to approve the Annual Report, the Annual Financial Accounts and the Group Accounts for the fiscal year 2008 as well as to accept the Report of the Auditors and the Group Auditors for the fiscal year 2008.
2. Indemnification of the Board and the Senior Management
The Board proposed to indemnify all members of the Board of Directors and the managing directors.
3. Appropriation of the Annual Result
The Board proposed that the net loss of CHF 9'348'598.00 for the year ended December 31, 2008, be carried forward to the accumulated deficit.
4. Election of the Board of Directors
4.1 Re-election of members of the Board of Directors
The Board proposed the re-election of Mr. Michael Moppert, Mr. David Nüscheler, Mr. Greg Williams and Mr. Mark Walsh for an additional term of three years.
4.2 Election of additional members of the Board of Directors
The Board proposed the election of Mr. Barry Bycoff, citizen of the U.S.A., in Boston (USA) and Mr. David Arnott, British citizen, in Chamonix (France), as additional members of the Board of Directors.
5. Election of the Auditors for the fiscal year 2009
The Board proposed the election of BDO Visura, Zürich, as ordinary audi-tors according to Art. 727ff of the Swiss Code of Obligations (CO) for an additional term of one year. The Board proposed the election of BR Wirtschaftsprüfungsgesellschaft mbH, Allschwil, as additional auditors with the limited task of auditing capital increases according to Art. 652f, 653f and 653i of the CO for an additional term of one year.
6. Conditional Capital
The Board proposed to increase the conditional capital from currently CHF 6'828'100.00 to CHF 7'365'000.00 i.e. to replace the current Art. 3ter of the Articles of Association by the following:
"The share capital is increased by issuing shares not exceeding the amount of 736'500 fully paid shares with a par value of CHF 10.00 each. The share capital is increased by an amount not exceeding CHF 7'365'000.00 by exercising of options which have been assigned to employees of the Company according to the stock option plan of the Board of Directors. The preemptive rights of the shareholders are ex-cluded."
Warning Regarding Forward-looking Statements
This press release may contain forward-looking statements about future events or the future development of Day Software Holding AG and its sub-sidiaries ("the Company"). Terms such as "expect," "assume," "intend," "be-lieve," "want" and any variations of these terms or similar expressions are used to make forward-looking statements. These statements are subject to change, and Day cannot necessarily provide information about such changes. Of course, actual events or results can deviate significantly from the forward-looking statements. The company's share is not listed on any stock exchange in the US, and the company does not file any documents (e.g. 10-K and 10-Q) with the US Securities and Exchange Commission SEC under the Securities Exchange Act of 1934.
1. Annual Report, Annual Financial Accounts, Group Accounts as well as Reports of the Auditors for the fiscal year 2008
The Board proposed to approve the Annual Report, the Annual Financial Accounts and the Group Accounts for the fiscal year 2008 as well as to accept the Report of the Auditors and the Group Auditors for the fiscal year 2008.
2. Indemnification of the Board and the Senior Management
The Board proposed to indemnify all members of the Board of Directors and the managing directors.
3. Appropriation of the Annual Result
The Board proposed that the net loss of CHF 9'348'598.00 for the year ended December 31, 2008, be carried forward to the accumulated deficit.
4. Election of the Board of Directors
4.1 Re-election of members of the Board of Directors
The Board proposed the re-election of Mr. Michael Moppert, Mr. David Nüscheler, Mr. Greg Williams and Mr. Mark Walsh for an additional term of three years.
4.2 Election of additional members of the Board of Directors
The Board proposed the election of Mr. Barry Bycoff, citizen of the U.S.A., in Boston (USA) and Mr. David Arnott, British citizen, in Chamonix (France), as additional members of the Board of Directors.
5. Election of the Auditors for the fiscal year 2009
The Board proposed the election of BDO Visura, Zürich, as ordinary audi-tors according to Art. 727ff of the Swiss Code of Obligations (CO) for an additional term of one year. The Board proposed the election of BR Wirtschaftsprüfungsgesellschaft mbH, Allschwil, as additional auditors with the limited task of auditing capital increases according to Art. 652f, 653f and 653i of the CO for an additional term of one year.
6. Conditional Capital
The Board proposed to increase the conditional capital from currently CHF 6'828'100.00 to CHF 7'365'000.00 i.e. to replace the current Art. 3ter of the Articles of Association by the following:
"The share capital is increased by issuing shares not exceeding the amount of 736'500 fully paid shares with a par value of CHF 10.00 each. The share capital is increased by an amount not exceeding CHF 7'365'000.00 by exercising of options which have been assigned to employees of the Company according to the stock option plan of the Board of Directors. The preemptive rights of the shareholders are ex-cluded."
Warning Regarding Forward-looking Statements
This press release may contain forward-looking statements about future events or the future development of Day Software Holding AG and its sub-sidiaries ("the Company"). Terms such as "expect," "assume," "intend," "be-lieve," "want" and any variations of these terms or similar expressions are used to make forward-looking statements. These statements are subject to change, and Day cannot necessarily provide information about such changes. Of course, actual events or results can deviate significantly from the forward-looking statements. The company's share is not listed on any stock exchange in the US, and the company does not file any documents (e.g. 10-K and 10-Q) with the US Securities and Exchange Commission SEC under the Securities Exchange Act of 1934.
