Voting results of the Annual General Meeting of April 16, 2024
The share capital (a total of 2,879,215 shares with voting rights - at the time of the Annual General Meeting, the company held 5,180 own shares, which are therefore excluded from voting rights) were represented with 2,651,726 shares with voting rights, corresponding to 91.93 % of such shares.
The voting on the various agenda items went as follows:
Agenda Item 4
Approval of the Annual Financial Statements and the Consolidated Financial Statements for the financial year ended December 31, 2023, the Report of the Board of Directors and the Auditor's Report
The Board of Directors proposes that the Annual Financial Statements and the Consolidated Financial Statements for the financial year ended December 31, 2023, the Report of the Board of Directors and the Auditor's Report for 2023 be approved.
This agenda item was adopted as follows:
Number of shares for which valid | 2,651,723 | 91.93 % of the share capital |
votes were cast (yes and no votes): | ||
Votes in favour | 2,638,157 | 99.4884 % of votes cast |
No votes | 13,566 | 0.5116 % of votes cast |
Abstentions | 3 | |
Agenda Item 5
Appropriation of the result of Logwin AG for the financial year ended December 31, 2023
The Board of Directors proposes to carry forward the accumulated profit of the financial year 2023 in the amount of EUR 208,844,051.33 less the distribution resolved by the Annual General Meeting.
This agenda item was adopted as follows:
Number of shares for which valid | 2,651,724 | 91.93 % of the share capital |
votes were cast (yes and no votes): | ||
Votes in favour | 2,638,158 | 99.4884 % of votes cast |
No votes | 13,566 | 0.5116 % of votes cast |
Abstentions | 2 | |
Agenda Item 6
Distribution to the shareholders
The Board of Directors proposes to make a distribution of EUR 14.00 per share to the shareholders.
This agenda item was adopted as follows:
Number of shares for which valid | 2,651,726 | 91.93 % of the share capital | |
votes were cast (yes and no votes): | |||
Votes in favour | 2,638,158 | 99.4883 % of votes cast | |
No votes | 13,568 | 0.5116 % of votes cast | |
Abstentions | 0 | ||
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Agenda Item 7
Discharge of the members of the Board of Directors for the exercise of their mandates during the financial year ended December 31, 2023
The Board of Directors proposes that the members of the Board of Directors be discharged for the execution of their mandates during the fiscal year ended December 31, 2023.
This agenda item was adopted as follows:
Number of shares for which valid | 2,651,590 | 91.93 % of the share capital |
votes were cast (yes and no votes): | ||
Votes in favour | 2,628,089 | 99.1137 % of votes cast |
No votes | 23,501 | 0.8863 % of votes cast |
Abstentions | 136 | |
Agenda Item 9
Discharge of the members of the Board of Directors for the exercise of their mandates during the financial year ended December 31, 2023
The Board of Directors proposes that the members of the Board of Directors be discharged for the execution of their mandates during the fiscal year ended December 31, 2023.
This agenda item was adopted as follows:
Number of shares for which valid | 2,651,724 | 91.93 % of the share capital |
votes were cast (yes and no votes): | ||
Votes in favour | 2.638.077 | 99.4854 % of votes cast |
No votes | 13.647 | 0.5146 % of votes cast |
Abstentions | 2 | |
Agenda Item 10a
Appointment of members to the Board of Directors
Statutory appointment:
Appointment of Dr. Antonius Wagner as a member of the Board of Directors
This agenda item was adopted as follows:
Number of shares for which valid | 2,651,679 | 91.93 % of the share capital |
votes were cast (yes and no votes): | ||
Votes in favour | 2,601,501 | 98.1077 % of votes cast |
No votes | 50,178 | 1.8923 % of votes cast |
Abstentions | 47 | |
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Agenda Item 10b
Appointment of members to the Board of Directors
Statutory appointment:
Appointment of Andreas Kurtze as a member of the Board of Directors
This agenda item was adopted as follows:
Number of shares for which valid | 2,651,679 | 91.93 % of the share capital |
votes were cast (yes and no votes): | ||
Votes in favour | 2,601,480 | 98.1069 % of votes cast |
No votes | 50,199 | 1.8931 % of votes cast |
Abstentions | 47 | |
Agenda Item 10c
Appointment of members to the Board of Directors
Statutory appointment:
Appointment of Philippe Prussen as a member of the Board of Directors
This agenda item was adopted as follows:
Number of shares for which valid | 2,651,679 | 91.93 % of the share capital |
votes were cast (yes and no votes): | ||
Votes in favour | 2,601,501 | 98.1077 % of votes cast |
No votes | 50,178 | 1.8923 % of votes cast |
Abstentions | 47 | |
Agenda Item 10d
Appointment of members to the Board of Directors
Statutory appointment:
Appointment of Axel Steiner as a member of the Board of Directors
This agenda item was adopted as follows:
Number of shares for which valid | 2,651,680 | 91.93 % of share capital |
votes were cast (yes and no votes): | ||
Votes in favour | 2,628,271 | 99.1172 % of votes cast |
No votes | 23,409 | 0.8828 % of votes cast |
Abstentions | 46 | |
Agenda Item 11
Appointment of the auditor for the 2024 financial year
The Board of Directors proposes that the auditing firm PricewaterhouseCoopers, Société coopérative, with registered office at L-2182 Luxemburg, 2 rue Gerhard Mercator, be appointed auditor regarding the Annual Financial Statements and the Consolidated Financial Statements for the financial year ended December 31, 2024.
This agenda item was adopted as follows:
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Number of shares for which valid | 2,651,673 | 91.93 % of the share capital |
votes were cast (yes and no votes): | ||
Votes in favour | 2,633,659 | 99.3207 % of votes cast |
No votes | 18,014 | 0.6793 % of votes cast |
Abstentions | 53 | |
Agenda Item 12
Acquisition of treasury shares
The Board of Directors proposes that it be authorized on the Company's behalf to acquire up to 287,000 of its own company shares for all legally permitted purposes up to April 16, 2029. This corresponds to approximately 10 % of the share capital. The authorisation may be exercised up to this extent once or several times, in total or in part and for all legally permitted purposes. The Board of Directors may choose to perform such acquisition (i) via the stock exchange or (ii) by means of a public purchase offer made to all shareholders and at a price (excluding incidental costs of acquisition) that does not exceed the average closing price of the company shares in the XETRA trading system (or in its successor system) on the Frankfurt Stock Exchange, Germany, over the 10 trading days prior to acquisition or, where appropriate, prior to the announcement of the public purchase offer by more than 30%, and that is at least equivalent in value to the imputed nominal value of the share.
This agenda item was adopted as follows:
Number of shares for which valid | 2,651,690 | 91.93 % of the share capital |
votes were cast (yes and no votes): | ||
Votes in favour | 2,651,488 | 99.9924 % of votes cast |
No votes | 202 | 0.0076 % of votes cast |
Abstentions | 36 | |
Agenda Item 13
Remuneration for the non-executive members of the Board of Directors
The Board of Directors proposes that the remuneration for the non-executive members of the Board of Directors for the 2023 financial year be set at a total of 130,000 EUR.
This agenda item was adopted as follows:
Number of shares for which valid | 2,651,531 | 91.93 % of the share capital |
votes were cast (yes and no votes): | ||
Votes in favour | 2,637,931 | 99.4871 % of votes cast |
No votes | 13,600 | 0.5129 % of votes cast |
Abstentions | 195 | |
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Voting results of the Extraordinary General Meeting of April 16, 2024
The share capital (a total of 2,879,215 shares with voting rights - at the time of the Annual General Meeting, the company held 5,180 own shares, which are therefore excluded from voting rights) were represented with 2,651,726 shares with voting rights, corresponding to 91.93 % of such shares.
The voting on the various agenda items went as follows:
Agenda Item 1
Extension of the authorization to the Board of Directors, for a period commencing on the day of the Extraordinary General Meeting which decides to prolong the authorized capital (i.e. April 16, 2024) and ending on the fifth (5) anniversary following the publication of the minutes of this Extraordinary General Meeting in the Luxembourg Recueil électronique des sociétés et associations (Luxemburger Trade Journal), to increase the subscribed share capital in whole or in part within the limits of the authorized capital, excluding the subscription rights of shareholders, taking into account the conditions laid down in the Articles of Association of the Company.
The Board of Directors proposes to adjust the number of shares into which the authorized capital is divided from one million five hundred and nine thousand one hundred and five (1,509,105) shares to one million five hundred and six thousand four hundred and eighty-nine (1,506,489) shares and to extend the authorization of the Board of Directors for a period commencing on the date of the Extraordinary General Meeting resolving to renew the authorized capital (i.e. 16 April 2024) and ending on the fifth (5) anniversary of the publication of the minutes of such Extraordinary General Meeting in the Luxembourg Recueil électronique des sociétés et associations (Luxemburger Trade Journal), to increase the subscribed share capital in whole or in part, taking into account the conditions set out in the company's Articles of Association, within the framework of the authorized capital, excluding shareholders' subscription rights.
This agenda item was adopted as follows:
Number of shares for which valid | 2,651,710 | 91.93 % of the share capital |
votes were cast (yes and no votes): | ||
Votes in favour | 2,526,649 | 95.2838 % of votes cast |
No votes | 125,061 | 4.7162 % of votes cast |
Abstentions | 16 | |
Agenda Item 2
Amendment of Article 5 (2) and (3) of the Articles of Association of the Company in line with agenda item
3 of the Extraordinary General Meeting to be amended to read as follows:
"(2) In addition to the subscribed capital under paragraph 1 of this Article, the Company has authorized capital totaling 68,700,000 EUR (sixty-eight million seven hundred thousand) divided into a further 1,506,489 (one million five hundred and six thousand four hundred and eighty-nine) no par value shares to be newly issued.
- The Board of Directors shall be authorized, for a period commencing on the day of the Extraordinary General Meeting which decides to prolong the authorized capital (i.e. 16 April 2024) and ending on the fifth (5) anniversary following the publication of the minutes of this Extraordinary General Meeting in the Luxembourg Recueil électronique des sociétés et associations (Luxemburger Trade Journal), to increase the share capital of the Company once or several times by 1,506,489 (one million five hundred and six thousand four hundred and
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eighty-nine) shares by issuing new shares of no par value with or without premium ("prime d'émission") against contributions in cash and/or in kind.
As is the case with such increases in capital stock, shareholders have no pre-emptive rights. Should capital increases be made against contributions in cash, then the provisions of Article 5 shall apply."
The Board of Directors proposes to amend Article 5 (2) and (3) of the company's Articles of Association in accordance with agenda item 1 of the Extraordinary General Meeting.
This agenda item was adopted as follows:
Number of shares for which valid | 2,651,679 | 91.93 % of the share capital |
votes were cast (yes and no votes): | ||
Votes in favour | 2,614,745 | 98.6071 % of votes cast |
No votes | 36,934 | 1.3929 % of votes cast |
Abstentions | 47 | |
Agenda Item 3
Redemption or annulment with immediate effect of five thousand one hundred and eighty (5,180) existing shares without par value held by the company, so that the company's share capital is divided into two million eight hundred and seventy-nine thousand two hundred and fifteen (2,879,215) shares, with a simultaneous increase of the subscribed share capital to the amount of one hundred and thirty-one million three hundred thousand euros (EUR 131,300,000) by transferring an amount of two hundred and thirty-five thousand seven hundred and ninety-seven euros and eighty euro cents (EUR 235,797.80) from the share premium reserve to the capital account without issuing new shares.
The Board of Directors proposes to annul with immediate effect five thousand one hundred and eighty (5,180) existing shares without par value held by the Company so that the share capital of the Company is divided into two million eight hundred and seventy-nine thousand two hundred and fifteen (2,879,215) shares, with a simultaneous increase of the subscribed share capital to the amount of one hundred and thirty-one million three hundred thousand euros (EUR 131,300,000) by transferring an amount of two hundred and thirty-five thousand seven hundred and ninety-seven euros and eighty euro cents (EUR 235,797.80) from the share premium reserve to the capital account without issuing new shares.
This agenda item was adopted as follows:
Number of shares for which valid | 2,651,608 | 91.93 % of the share capital |
votes were cast (yes and no votes): | ||
Votes in favour | 2,651,573 | 99.9987 % of votes cast |
No votes | 35 | 0.0013 % of votes cast |
Abstentions | 118 | |
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Agenda Item 4
Amendment of Article 5 (1) of the company's Articles of Association in line with agenda item 3 of the Extraordinary General Meeting to amend it to read as follows:
"(1) The Company's registered capital (subscribed share capital) equals one hundred thirty-one million three hundred thousand (EUR 131,300,000). It is divided into two million eight hundred and seventy-nine thousand two hundred and fifteen (2,879,215) no par value shares which are fully paid up."
The Board of Directors proposes that Article 5 (1) of the company's Articles of Association be amended in line with agenda item 3 of the Extraordinary General Meeting.
This agenda item was adopted as follows:
Number of shares for which valid | 2,651,640 | 91.93 % of the share capital |
votes were cast (yes and no votes): | ||
Votes in favour | 2,651,602 | 99.9986 % of votes cast |
No votes | 38 | 0.0014 % of votes cast |
Abstentions | 86 | |
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Logwin AG published this content on 17 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2024 07:35:01 UTC.