Media releaseApril 14, 2021
Shareholders approve dividend of CHF 4.00 per share and all other proposals at Annual General Meeting
Sulzer’s shareholders approved all proposals of the company’s Board of Directors at its 107th Annual General Meeting (AGM) held in Winterthur, Switzerland. Due to the pandemic and in line with the COVID-19 Ordinance 3 of the Swiss Federal Council, shareholders were not allowed to attend the AGM in person. They were advised to authorize and instruct the independent proxy to cast their votes on their behalf. The independent proxy represented 76.24% of the share capital.
The shareholders approved the Sulzer Annual Report 2020, including the Annual Accounts and Consolidated Financial Statements as well as the appropriation of profit. In addition, the shareholders approved Sulzer’s Compensation Report in a consultative vote.
An ordinary dividend of CHF 4.00 per share will be paid out on April 20, 2021. Discharge was granted to all members of the Board of Directors and the Executive Committee. The remuneration limits for the Board of Directors and the Group Executive Committee concerning the period from AGM 2021 to AGM 2022, and for the financial year 2022 respectively, were approved. KPMG was reelected for a one-year term as auditors. Proxy Voting Services was elected for a one-year term as the independent proxy.
Peter Löscher was reelected as member and Chairman of the Board of Directors for a one-year term. The shareholders reelected Matthias Bichsel, Mikhail Lifshitz, Alexey Moskov, Gerhard Roiss and Hanne Birgitte Breinbjerg Sørensen as members of the Board of Directors for another one-year term of office. Lukas Braunschweiler and Marco Musetti did not stand for reelection. The Board of Directors thanked both for their valuable contribution and dedication to Sulzer during their terms of office.
Dr. Suzanne Thoma, Swiss citizen born in 1962, and David Metzger, French citizen born in 1969, were elected as new members of the Board of Directors for a one-year term of office. Both bring valuable expertise to Sulzer’s Board as they have broad experience in operational leadership and international board positions. David Metzger will represent Tiwel in addition to Mikhail Lifshitz and Alexey Moskov.
The shareholders elected Gerhard Roiss, Hanne Birgitte Breinbjerg Sørensen and Suzanne Thoma as members of the Nomination and Remuneration Committee, all for a one-year term of office.
After the Annual General Meeting, the Board of Directors elected Suzanne Thoma as its Vice Chairwoman and defined the new composition of all committees:
- Nomination and Remuneration Committee: Gerhard Roiss (Chairman), Hanne Birgitte Breinbjerg Sørensen, Suzanne Thoma
- Strategy and Sustainability Committee: Matthias Bichsel (Chairman), Mikhail Lifshitz, Peter Löscher, Suzanne Thoma
- Audit Committee: Hanne Birgitte Breinbjerg Sørensen (Chairwoman), David Metzger, Alexey Moskov, Gerhard Roiss
In addition, the shareholders approved the Board’s proposal for the amendment of the Articles of Association. The addition of a clause on conditional share capital allows the company to create new shares up to an amount of approx. 5% of the current share capital for the purpose of possible re-financing and financing transactions in the future (e.g. issuance of convertible bonds).