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DGAP-News: ESG EKO AGRO Group AG
/ Key word(s): AGM/EGM/Capital Increase
17.03.2020 / 10:00
The issuer is solely responsible for the content of this announcement.
Invitation to the Annual General Meeting
Date and Time:
Monday, 06.04.2020, 10:00 am
Place:
At the Company’s domicile
Bösch 37, 6331 Hünenberg |
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Dear Shareholders
The Board of Directors invites you to the Annual General Meeting of ESG EKO AGRO Group Ltd. with the following Agenda:
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AGENDA ITEM NO. 1:
Annual Report and Appropriation of Net Loss for the Overlong Financial year 2018/2019
Approval of the Annual Report and Financial Statement 2019 and taking notice of the Report of the Statutory Auditors
The Board of Directors proposes to approve the annual report and the financial statements for the overlong financial year 2018/2019.
II. Appropriation of Net Loss
The Board of Directors proposes that the net loss for the overlong financial year 2018/2019 be appropriated as follows:
– Profit carried forward: CHF 596’902
– Net Loss 2018/2019: CHF -687’026
– Balance Carried Forward: CHF -90’124
The Annual Report and audited Financial Statements 2018/2019 can be requested from the Company and are also available for download on the Company’s website (www.esg-eag.com).
No remuneration was paid to the members of the Board of Directors in the 2018/2019 financial year. On this basis, no remuneration report was prepared.
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AGENDA ITEM NO. 2:
Capital Increase
I. Ordinary Capital Increase
The Board of Directors proposes to increase the Share Capital of the Company as follows:
1. total nominal amount by which the Share Capital is to be increased by a maximum of: CHF 26,349,960.00
2. Amount of the contributions to be made thereon: fully paid up or total CHF 26,349,960.00.
3. Maximum number, par value and type of new shares: 16,891,000 registered shares with a par value of CHF 1.56 each.
4. Issue Price: the respective issue amount per share is min. CHF 4.00.
5. Beginning of Dividend Entitlement:
1 January 2020.
6. Type of Contributions: by cash deposits or offsetting against liabilities of the Company.
7. Restriction or Cancellation of Subscription Rights and Allocation of Subscription Rights not exercised or withdrawn: Shareholders’ subscription rights are neither restricted nor withdrawn. The Board of Directors is authorized to allocate any unexercised subscription rights at its discretion. The allocation of subscription rights by the Board of Directors must be carried out in the interests of the Company and with due regard to the equal treatment of shareholders.
II. Authorized Share Capital
The Board of Directors further proposes to increase the Authorized Share Capital by a maximum nominal value of CHF 6,500,000.00 to CHF 10,692,500.00.
The Board of Directors shall be authorized to carry out this capital increase within two years at the latest, calculated from the entry of the authorized capital increase in the Commercial Register under the following conditions:
1. The Share Capital must be fully paid in. Increases by way of fixed underwriting and increases in partial amounts are permitted.
2. The respective issue amount, the date of dividend entitlement and the type of contribution are determined by the Board of Directors.
The Board of Directors decides on the allocation of subscription rights not exercised.
In addition, the Board of Directors is entitled to exclude shareholders’ subscription rights and allocate them to third parties in the event that shares are used for (i) the acquisition of companies by means of an exchange of shares, (ii) the financing of the acquisition of companies, shares in companies or participations, of new investment projects of the Company or (iii) for the participation of employees. Shares for which subscription rights are granted but not exercised must be sold at market conditions.
III. Conditional Share Capital
The Board of Directors further proposes to increase the Authorized Share Capital by a maximum nominal value of CHF 6,500,000.00 to CHF 10,692,500.00
The Share Capital may be increased by a maximum of CHF 10,692,500.00 by issuing a maximum of 6,854,166 fully paid registered shares with a nominal value of CHF 1.56 each and by exercising option rights, which
1. be granted to the members of the Board of Directors, the Executive Board, employees, consultants of the Company or persons in a similar position up to a maximum of CHF 5,346,250.00 or 3,427,083 registered shares; or
2. to grant the holders of warrants or convertible bonds a subscription right to the extent to which they would be entitled after exercising the option or conversion right or in fulfilment of a conversion obligation, up to a maximum of CHF 5,346,250.00 or 3,427,083 registered shares.
The subscription right of shareholders is excluded. Shareholders have no advance subscription rights. The Board of Directors shall determine the details of the issue conditions.
Conversion rights must be exercised within 10 years of issue and option rights within 5 years of issue.
The convertible bonds and bonds with warrants must be issued at market conditions.
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AGENDA ITEM NO. 3:
Partial Revision of the Articles of Association
The Board of Directors proposes that the Articles of Association be subjected to a partial revision, meaning, that the name of the Company be amended as follows:
«Article 1: Name, Registered Office, Duration
Under the name
ESGTI AG
(ESGTI SA)
(ESGTI Ltd.)
a company (hereinafter the “Company”) exists pursuant to art. 620 et seq. of the Swiss Code of Obligations (hereinafter “CO”) with its registered office in Hünenberg. The duration of the Company is unlimited.» |
AGENDA ITEM NO. 4:
Discharge of the Board of Directors
The Board of Directors proposes the members of the Board of Directors be granted discharge with respect to their activities in the overlong financial year 2018/2019.
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AGENDA ITEM NO. 5:
Election of the Board Members (and the Chairman)
The Board of Directors proposes the re-election as member to the Board of Directors of:
Andreas R. Bihrer as Member and Chairman of the Board of Directors with single signature.
Brunella Pavesi as Member of the Board of Directors with joint signature at two.
The Board of Directors proposes the election of two new members to the Board of Directors:
Dimitri Dimitriou as Member of the Board of Directors with joint signature at two.
Wolfgang Werlé as Member of the Board of Directors with joint signature at two.
Hermann Arnold Wirz as Member of the Board of Directors with joint signature at two.
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AGENDA ITEM NO. 6:
Election of the Members (and the Chairman) of the Compensation Committee
The Board of Directors proposes the election to the Compensation Committee of:
Andreas R. Bihrer as Member and Chairman of the Compensation Committee.
Hermann Arnold Wirz as Member of the Compensation Committee.
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AGENDA ITEM NO. 7:
Election of the Independent Proxy
The Board of Directors proposes to re-elect Mr. U. Landtwing, Attorney at Law, Baarerstrasse 11, 6300 Zug as independent proxy for one term until the next AGM.
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AGENDA ITEM NO. 8:
Election of the Statutory Auditors
The Board of Directors propose to re-elect Balmer-Etienne AG, Bederstrasse 66, 8002 Zürich, as statutory auditor for the financial year 2020.
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AGENDA ITEM NO. 9:
Varia |
INFORMATION:
Participation and Voting Rights
According to the Articles of Association, the company only recognizes as a shareholder persons who are registered in the share register.
All shareholders registered in the Company’s share register and their proxies are admitted to the General Meeting and are entitled to vote, provided they have registered.
Registration forms together with power of attorney forms are available for download on the www.esg-eag.com.
From 30.03.2020 to 06.04.2020, no share transfers will be registered in the share register. The registration of shares for the purpose of voting rights does not affect the tradability of the shares.
Due to the current situation with the corona virus, the company is offering shareholders the opportunity to participate in the Annual General Meeting via video conference. Shareholders who wish to attend the General Meeting by video conference are requested to declare this in the invitation (available for download at www.esg-eag.com) and to provide a current email address.
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Representation / Proxy
In an amendment to the official invitation as published in the Swiss Official Gazette of Commerce, personal participation is prohibited on the basis of the Federal Council Ordinance of 16 March 2020 (COVID-19_Ordinance 2). Shareholders may be represented by the independent proxy, Mr. U. Landtwing, Attorney at Law, Baarerstrasse 11, 6300 Zug, by using the written proxy form (available for download on the www.esg-eag.com).
Proxies shall only be admitted to the General Meeting on the basis of their identification and a valid power of attorney.
The independent proxy will exercise the voting rights assigned to him in accordance with the instructions received. Unless he has been instructed, he will accept the proposals of the Board of Directors.
All information in connection with the granting of the power of attorney and the instructions for voting rights are contained in the enclosed power of attorney form.
Should the independent proxy not be in a position to fulfil his duties or be prevented from doing so for any other reason, the Board of Directors shall appoint a replacement. Voting instructions already issued remain valid in this case and also apply to the new independent proxy, provided they are not revoked.
In addition, shareholders can register for participation via video conference.
In the event of contradictions between the German text of the invitation and the English version opposite, the German text shall prevail.
With kind regards,
For and on behalf of the Board of Directors
Andreas Bihrer, Chairman
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17.03.2020 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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