Invitation General Meeting 2019

On Tuesday, 25 June 2019, the Board of Directors of OpenLimit Holding AG invites you to the Annual General Meeting of Shareholders 2019, which will take place in the City Garden Hotel, Metallstrasse 20, CH-6302 Zug at 2.00 pm.

The following items and motions are on the agenda:

  1. Approval of the Annual Report, the Annual Financial Statements and the Consolidated Annual Financial Statements for 2018 as well as acknowledgement of the reports issued by the statutory auditor and the group auditor
    Board of Directors’ motion: To approve the Annual Report, Annual Financial Statements and the Consolidated Annual Financial Statements for 2018.
  2. Appropriation of net loss
    Board of Directors’ motion: To carry forward the balance to new account.
  3. Discharge of the organs
    Board of Directors’ motion: To discharge the relevant organs from their work performed during the 2018 financial year.
  4. Approval of the remunerations
    Board of Directors’ motion:
    4.1 Non-performance-related remuneration for the members of the Board of Directors
    The Board of Directors proposes to the General Meeting, for the period from the Annual General Meeting 2019 to the next Annual General Meeting 2020, to authorize the maximum amount of CHF 270,000 as a non-performance-related remuneration for the members of the Board of Directors and their functions as such.
    4.2 Non-performance-related remuneration for the members of the Management Board for the financial year 2020
    The Board of Directors proposes to the General Meeting, for the 2020 financial year, to authorize an overall maximum amount of CHF 750,000 as a non-performance-related remuneration for the members of the Management Board.
    4.3 Performance-related remuneration for the members of the Management Board for the financial year 2020
    The Board of Directors proposes to the General Meeting, for the financial year 2020, to authorize an overall maximum amount of CHF 600,000 as a performance-related remuneration for the members of the Management Board.

    Note: The calculation of the maximum amounts assumes an prospective average exchange rate of the year of EUR / CHF 1.10 and depends also on the valuation of options, if options are issued. The principles for remuneration are included in Art. 11, 26 et seq. of the Articles of Incorporation. For further details, please see the remuneration report.
  5. Election to the Board of Directors
    Board of Directors‘ motion:
    5.1 Re-elect Mr. Gerhard Schempp as a member of the Board of Directors for the term of one year.
    5.2 Re-elect Mr. Dr. Rainer Reichert as a member of the Board of Directors for the term of one year.
    5.3 Re-elect Mr. Marc J. Gurov as a member of the Board of Directors for the term of one year.
    5.4 Election of Mr. Daniel Zimmermann as a member of the Board of Directors for the term of one year.
    5.5 Re-elect Mr. Gerhard Schempp as President of the Board of Directors for the term of one year.
  6. Election to the remuneration committee
    Board of Directors‘ motion:
    6.1 Re-elect Mr. Gerhard Schempp as a member of the Remuneration Committee for a term of one year.
    6.2 Re-elect Mr. Dr. Rainer Reichert as a member of the Remuneration Committee for a term of one year.
    6.3 Election of Mr. Daniel Zimmermann as a member of the Remuneration Committee for a term of one year.
  7. Election of the independent proxy
    Board of Directors‘ motion: Re-elect the law office Silvia Margraf as an independent proxy for a term of one year.
  8. Election of the statutory auditor
    Board of Directors‘ motion: Re-elect Ferax Treuhand AG for a period of one year.
  9. Amendments to the Articles of Incorporation of OpenLimit Holding AG
    Board of Directors‘ motion: 
    Approve the revised wording of Articel 4 and 5 of the Articles of Incorporation of OpenLimit Holding AG. For further information on the proposed amendments to the Articles of Incorporation, please see our website (http://www.openlimit.com) under the heading Investor Relations / General meeting. The revised version of the Articles of Incorporation is also available at the company or can be ordered from same.

The official invitation was published in the Swiss Official Gazette of Commerce (SOGC), in the electronic version of the Federal Gazette in Germany as well as Europe-wide on 4 June 2019. The Board of Directors looks forward to active participation by all shareholders.

Further Information:

Invitation to the General Meeting (German)
Proxy statement for voting rights (German)
Proposal for amendments to Articel 4 and 5 of the Articals of Incorporation (German)
Current Articles of Incorporation (German)
CV of Mr. Daniel Zimmermann (German)

2019: Invitation

Contact for investors

 OpenLimit
 
 
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