AGM 2021

Apr 14, 2021

Dear shareholders, ladies and gentlemen, welcome to the 107th Annual General Meeting of Silks Limited. I herewith formally open the Annual General Meeting noting that the invitation for shareholders to the Annual General Meeting today was published in the Swiss Commercial Gazette on the 19th March 2021 in compliance with the statutory notice period of 20 days. On the same day, 19th March 2021, we sent out the agenda including our motions to the shareholders. Pursuant to Article 696 of the Swiss Code of Obligations, no later than 20 days prior to the Annual General Meeting, the annual report, the compensation report and the auditors' reports have to be made available at the headquarters of the company to shareholders and we have done that. The full annual report and the auditors reports have been available for download from our website since the 24th of February 2021. On the website, You also had an opportunity to look at the CVs of the members of the Board of Directors proposed for election. In the run up to the Annual General Meeting, we have not received any requests for additional items to be put on the agenda or questions No questions from shareholders on the items. So, the Annual General Meeting has been duly convened within the law and the articles of association and is qualified to pass resolutions. Based on the COVID-nineteen Regulation 3 by the Swiss government, shareholders cannot be physically present at the Annual General Meeting again. The shareholders instead had an opportunity to commission the independent proxy by in written or electronic form and instruct them to vote according their instructions. Based on these extraordinary circumstances At the Annual General Meeting today, the other members of the Board of Directors with the exception of Mr. Matthias Bighsel and of the Executive Committee are not present physically. 26,121,935 shares at a par value of a total of CHF261,219 are represented by the independent proxy which accounts for 76.24 percent of our share capital. The auditors, KPMG of Zurich is represented by Mr. Rolf Hauenstein. Let me also welcome our independent proxy, proxy voting services represented by Doctor. Rene Schwassenbach, a lawyer of Zurich. The Annual General Meeting today will be chaired by the Board of Directors, myself, pursuant to Article 14 of our articles of association and I hereby appoint Thomas Schoenholzer to keep the minutes and count the votes. The minutes of last year's Annual General Meeting of 15th April 2020 was duly signed by the Chairman and the keeper of the minutes and was available for inspection at headquarters. Furthermore, the minutes can also be inspected on our website. The Annual General Meeting passes resolutions on items 1 through 8 at The absolute majority of votes represented pursuant to Article 15, paragraph 1 of our articles and on Item 9 regarding the amendment of articles at 2 thirds majority of votes represented pursuant to Article 16 of our articles based on Article 704, Paragraph 1 of the Code of Obligations. As a courtesy, I would like to point out that we are carrying out a webcast of the entire Annual General Meeting and we are also videotaping the AGM. Before moving on to the items on the agenda, as the Chairman of the Board, let me make a few remarks. Almost exactly 1 year ago, we carried out the 1st Annual General Meeting without the physical participation of shareholders in the history of Soltzer due to the pandemic. And today, Still, the coronavirus and its mutations keep us in suspense. The ramifications for the global economy and our company were hard to assess last spring. However, we assumed that not only our China business would by the upheavals, which is why at the time we decided on severe measures proactively To mitigate the immediate consequences of the market disturbances due to the pandemic, We have lowered our operational costs by CHF 59,000,000. We anticipated a weakening of the energy markets, which is why we also, at an early stage, adapted our capacities in that regard. Our teams implement these measures swiftly and in a very focused way. So once again, We are proving how well we can adapt to a quickly changing market environment. The returning savings budgeted to about CHF70 1,000,000 have already have a positive effect on 2020. And this year, they will be, to a large extent, also be fulfilled. Thanks to these measures, despite a slump in business, we were able to achieve an operational Profitability of 9%, which is only 1% below the profitability of last year. The order intakes dropped adjusted for currency effects compared to the previous year 2019 by 2.2%, the revenue by 4.6%. Our global network, our geographical and industrial diversification as well as our extraordinary commitment of our employees have helped. They, our employees, have supported and accompanied our clients Complying with the most strict security measures and they went above and beyond to support our clients and that is the foundation for our success. Our strategy, our portfolio includes a bolt on acquisition. And in dynamic growth markets, we have done 2 strategic takeovers in the area of health care and in the water sector. The acquisition of Hasselmeyer allows Solter the marked entry in the very appealing drug delivery business. And On February 1, 2021, we concluded the takeover of the Swedish company, Nordic Water, which is active in the area of water treatment. With these acquisitions, we obtain an additional access to the growing market of Clean Water. With these acquisitions, we continue with the industrial realignment of Zoltser and we also continuously expand our business in growth markets. Today, we are well positioned in sustainable areas such as water treatment, energy efficiency, Recycling, the application for biomaterials, low emission technologies or medical care. To further promote the development and implementation of our sustainability strategy, we have appointed our 8 Head of HR and ex co member, Armand Sohuet, as our Chief Sustainability Officer. This underlines the significance sustainable development has for ZULTSER. Today, we are optimistic about our future. We are because we still keep the risks in mind since the storm has not passed yet. The world is still in the midst of a global health crisis with far reaching impact on economy, our economy and our lives. Due to our track record, especially in difficult times, we do have Good reason to believe that we are well equipped to continue to weather the storm and to continuously generate additional value. Ladies and gentlemen, at the Annual General Meeting today, the independent proxy represents a total of 26,121,935 votes, which accounts for 76.24 percent of our share capital. The absolute majority of votes is 13,000,960,968. And the qualified majority of 2 thirds of votes represented for Item 9 amounts to 17,414,624. This brings us to dealing with the agenda items. Item 1, Business review, financial statements, this is again subdivided into item 1 Point 1 and Item 1.2. Item 1.1 is the business review financial statements of Silksi Limited and the 2020 consolidated financial statements and auditor's reports as well as Item 1.2, an advisory vote on the 2020 compensation report. On Item 1.1, the Board of Directors poses that the business review, the financial statements of Solsys Limited and the 2020 consolidated financial statements be approved. The annual report includes the business review, the financial statements and consolidated financial statements and the auditors' reports has been available. As I said before, let me remind you of Solsys Limited's income statement. The parent company's accounts closed at total revenues of CHF267.8 million and total expenses of CHF136 CHF600,000 at a profit of CHF131 1,000,000. The parent company's financial statement Again, this year is based on the principles of the Swiss Code of Obligations. The auditors' reports can be found in the financial section of the annual report on pages 166 and following for the consolidated financial statements on pages 188 and following for the financial statements of Solsys Limited. The page numbers refer to the PDF that you can download from our website. I would like to thank KPMG for their work. Prior to the Annual General Meeting, presented in the KPMG present here today told me that they would not want to add any comments to their report. So let's proceed to the vote as there are no questions on this item. The Board of Directors proposes to approve the business review, the financial statements of Silks Limited and the 2020 consolidated financial statements. The votes on the business review and the financial statements produced the following results. Yes votes, 99 0.84 percent Novoits 0.03 percent and abstentions 0.12%. The absolute majority is 13,000,000,960,968. I hear with note, ladies and gentlemen, that you have approved the business review, the financial statements of Solstad Limited and the 2020 consolidated Natural Statements. Again, last year, which was a challenge in our operations, Solter was successful in many ways. This would not have been possible without the extraordinary performance from our employees. So let me take this opportunity on behalf of the Board of Directors and the Executive Committee to thank everyone for their great commitment and performance last year. Moving on to Item 1.2 which is an advisory vote on the 2020 compensation report. The Board of Directors proposes to approve the 2020 compensation report according to Pages 65 to 92 of the annual report. This is a non binding advisory vote. The compensation report outlines the fundamental principles of the compensation policy and plans of Solte and compensation of the members of the Board of Directors and the Executive Committee. The compensation policy and plans of Solta are based on the company's performance focus and its strong alignment and focus on long term shareholder value and profitable growth. It is subject to annual review and adjustment if necessary. Solte is in favor of appropriate compensation. As for the members of the Board of Directors, compensation is composed of a fixed base salary in cash and an award of restricted stock units. Restricted stock units are grants for future awards of stocks. Industry comparisons demonstrate that compensation for the rectors at Solte is ends up in midfield among peer companies. Compensation for the members of the Siltze Executive Committee is composed of the following components: a fixed compensation that is a base salary and pension and fringe benefits variable compensation including a short term bonus plan and a long term performance share plan based on personal and corporate goals as well as relative total shareholder return. The Board of Directors is convinced that with these fixed and variable and short and long term Components of Compensation. The Executive Committee's interests are aligned with the interests of the shareholders effectively. As there are no questions and counter proposals on this item, let's proceed to the vote that is advisory and non binding as I mentioned before. The Board of Directors proposes to approve the 2020 compensation report as outlined on Pages 65 to 92 of the annual report. The advisory vote On the 2020 compensation report, the absolute majority is 13,000,000 13,000,000,960 8 Yes votes account for 87.39 percent of the vote. No votes account for 12.3% of the vote and extensions 2.31%. I hear with note that you, dear shareholders, have approved the 2020 compensation report at a very clear majority and the Board of Directors would like to thank you for this. We construe this as a sign of confidence that you have in the effectiveness of Solsys' Compensation Systems. Moving on to item 2, appropriation of net profit. The Board of Directors proposes to distribute it the total balance of CHF 181,592,802 including the Profit carried forward from 2020 of CHF131 1,000,000 and profit in the year 2020 and Profit carried forward of 50,591,802 and distributed as follows. Payout of an ordinary dividend in the amount of CHF 35,343,612 and amount carried forward to new accounts CHF46,248,190. As you know, Zolte pursues a dividend policy taking into account the company's liquidity situation and its economic situation. If you approve the board's proposal, the gross dividend prior to deduction of 35% of Swiss withholding tax will amount to CHF4 per share to be paid out on the 20th April, 2021. All treasury shares held by Solsys Limited and its subsidiaries on that day will not be entitled to dividends. As there are no questions and no counter motions have been submitted, let's proceed to the vote. This is the vote on appropriation of net profit. Absolute maturity is 13,060. The yes votes account for 96.23 percent, no votes account for 3.69% and abstentions for 0.8% 0.08%. I hear with note that the Annual General Meeting has approved the board's motion for the appropriation of net profit. Moving on to item 3, discharge. The Board of Directors proposes that discharge be granted to the members of the Board of Directors and the Executive Committee for the 2020 business year. I would like to remind you that Pursuant to Article 650 of the Swiss Code of Obligation, anyone involved in the management of the business is not allowed to take part in this vote. And this also applies to shares held by Thibault. As there were no questions and no counter proposals, let's proceed to the vote. You are voting on collective discharge to be granted to the members of the Board of Directors and the Executive Committee. The absolute majority is 4,640,725. Yes votes account for 92.22 percent, the no votes account for 6.97% and abstentions for 0 point A81%. I hear with note that the Annual General Meeting has approved this charge should be granted to the Board of Directors and the Executive Committee. I would like to thank you for your trust. This brings us on to Item 4, compensation of the members of the Board of Directors and the Executive Committee. We are now going to vote on compensation of the members of the Board of Directors and the Executive Committee. Item 4 is divided into 2 sub items requiring 2 separate votes. Part 1 is approval of the compensation of members of the Board of Directors and part 2 approval of compensation of the Executive Committee. For more details on the approval of compensation submitted, let me refer to the separate report from the Board of Directors. Matt, you have been sent along with the invitation for this Annual General Meeting. I will briefly talk about the 2 sub items before we then proceed to the votes. Let me begin with compensation of the members of the Board of Directors. The maximum aggregate amount submitted for approval refers to compensation of the members of the Board of Directors for a 1 year period of office from today's AGM to the next ordinary AGM in 2022. The proposed maximum aggregate amount of CHF2,984,000 is based on compensation for 8 directors. The members of the Board of Directors of Solta receive fixed compensation only in order to guarantee their independence. They do not get any variable or performance based compensation and are not entitled in taking part in Solsys' Pension Plan, compensation of the directors is paid in cash and in restricted stock units. Let me make some remarks about compensation of the members of the Executive Committee. The maximum aggregate amount submitted for approval refers to compensation of the Executive Committee for the 2022 financial year. The proposed amount of CHF 19,000,000 CHF 500,000 covers total compensation of the members of the Executive Committee. The total compensation is composed of fixed base salaries and variable components. The variable components include a short term performance based bonus paid in cash and a long term performance share unit plan. This system is designed to encourage above average performance and recognize such performance accordingly. We're talking about maximum amounts based on legal provisions, Calculation of the maximum aggregate amount of compensation of the Executive Committee takes into account potentially maximum amounts under variable components of compensation, that is to say both long term and short term incentive systems. Compensation actually paid out will be disclosed in the compensation report for the 2022 financial year that will be submitted to shareholders for an advisory vote. As there were no questions and counter proposals, we are going to proceed to the vote on item 4.1. You are now voting on approval of the total amount of compensation of the Board of Directors for the period of office from the ordinary AGM in 2021 until completion of the ordinary AGM in 2022 in the amount of CHF2,984,000 maximum. This is the vote on compensation for the directors. Absolute majority is 13,000,000 60,968 votes. Yes Votes account for 95.03 percent, no votes for 4.7% and abstentions for 0.3%. I hear with note that the Annual General Meeting has approved the maximum aggregate compensation for the Board of Directors for the period of office from the 2021 AGM until completion of the 2022 AGM. I would like to thank you for the trust you have placed in us. This brings us to the vote on Item 4.2. You are voting on approval of the total amount of compensation for the Executive Committee for the 2022 financial year that is a maximum of CHF 19,500,000. The absolute majority is 13,060,009 and 68 votes. Yes votes account for 88.07 percent, no votes for 11.39% and abstentions account for 0.54%. I hear with note that the Annual General Meeting has approved the maximum total compensation for the Executive Committee for the 2022 financial year and I would like to thank you for the trust you are placing in us. Now moving on to item 5, the election and reelection of the Members of the Board of Directors, this item is subdivided into 3 different parts and 3 votes. Part 1, Re election of the Chairman of the Board of Directors. Part 2, re elections. And Part 3, election of new members. Now we move on to part 1, which is the reelection of the Chairman of the Board. Since this affects me personally, I will hand over the chair For this item to my board colleague, Matthias Bichler. After that, I'll be resuming my duties as Chairman of the Board. Thank you, Peter. The Board of Directors proposes to reelect Peter Lascher for the Term of 1 year until the end of the next ordinary Annual General Meeting as member of the board and its share. Peter Lusher was elected as member and President and Chairman of the Board of Directors in 2014 at the AGM. And he is in addition also the Chair of the Strategy and Sustainability Committee. Since there were no questions or counter proposals that were Submitted. We now move on to the reelection, and this is item 5.1. The Board of Directors proposes the reelection of Mr. Lusher for the Term of 1 year until the end of the next Annual General Meeting and to elect him as a member of the board and its chair. Here we have the results of this vote. We can see that Mr. Lesher was Voted reelected with 96.86 percent of votes in favor. I herewith declare that The AGM has reelected Peter Lusher for the term of 1 year as member of the Board of Directors and its President, its Chair. I would like to congratulate Mr. Lusher on his reelection and will now hand the floor back to him. Thank you. Now moving on to part 2 of the reelections. The Board of Directors currently consists of 8 internationally aligned personalities including myself. The Board of Directors supports the reelection And the members up for reelection who are Matthias Bekfel, Mikhail Lipsitz, Alexey Moskov, Gerhard Reuss and Hane Birgit Breinberg Sorenson. Marco Musetti and Lucas Braunschweiler are not up for reelection today. I would like to express to them my Deepest gratitude for the work they have done in the past years. Marco Musetti joined the Board of Directors of Zoltser In 2011, his comprehensive wealth of experience and his expertise, especially in the area of finances, allowed him to contribute significantly to the further development of the company in the past 10 years. He was a member of the Audit and Compensation Committee as well. He was I'm sorry, Lucas Browncharter was elected As a member of the Board of Directors in 2018, with his experience in leadership, he was a great support for the work On the Board of Directors in many ways. He was also a member of the Strategy and Sustainability Committee. I would like to wish Marco Musetti and Lucas Braunschreiler much success in the future and all the best. Now to the presentation and election of the members up for reelection for the Board of Directors. Matthias Bixels has been part of the Board of Directors since 2014. He is Vice Chair and also a member of the Strategy and Sustainability Committee. Mikhail Liftsnitz Was elected to the Board of Directors in 2016. He is also a member of the Strategy and Sustainability Committee and represents the Tierwell Holding in the Board of Directors. Alexey Moskov was elected into 2020 to the Board of Directors, and he is also a member of the Audit Committee and represents TEBEL In the board on the board. Gerhard Ruys is also part of the Board of Directors, has been since 2015 and is a member and Chair of the Nomination and Compensation Committee and Member of the Audit Committee. Hanna Bridget Breinbeck Zohringsen was elected the Board of Directors in 2018, and she is the Chair of the Audit Committee and member of the Nomination and Compensation Committee. The Board of Director proposes to reelect the members of the Board of Directors, Matthias Bichsel, Mikhail Lishnitz, Alexey Moskov, Gerrick Roysen, Hannaburgirdreinbergsuranceen for the term of 1 year until the end of the next AGM. Since no questions and counter proposals Were submitted. We can now move on to the election. We start with the reelection of Hane Birgit Brandberg Sorenson under Item 5.2.1. Majority is at 13,000,960,968 votes yes votes. And We have 97.97% both in favor, 1.91% against and 0.12% of abstentions. I herewith declare that the Annual General Meeting has re elected Haneberg Brandberg Sorenson for the term of 1 year. Now moving on to the election of Matthias Bixal under Item 5.2. To the results of this reelection, absolute majority at 13,000,000,009 168 votes, Yes votes in the amount of 99.57 percent, no votes in the amount of 0.3% and 0.13% of abstentions. I hear what's declared that the AGM has reelected Matthias Bickel as a member of the Board of Directors for the term of 1 year. Moving on to the reelection of Mikhail Lushnitz under Item 5.2.3. Now moving on to the results of this election, reelection. Absolute majority, 13,000,000,960 8 yes votes amounting to 97.83 percent, No votes, 2.04 percent and abstention, 0.13%. I hear with declare that the AGM has reelected Mr. Mikael Lifshitz for the term of 1 year as a member of the Board of Directors. Moving on to the reelection of Alexey Moskov under Item 5.2.4. Results of this election, reelection, absolute majority is at 13,000,000,960 8. We have yes votes amounting to 96.45 percent, no votes 3.41 percent and abstentions amounting to 0.14%. I hear what's declared that the AGM has reelected Alex Moskov for the term of 1 year to the Board of Directors. Moving on to the reelection of Gerhard Ruys under Item 5.2.5. The results of this reelection, Absolute majority, 16,900 and 60 8 votes, yes votes amounting to 98.81 percent, no votes 1.06% and abstentions amounting to 0.13%. I herewith declare that the Annual General Meeting has reelected Gerhard Royce for the term of 1 year To the Board of Directors. Now moving on to part 3 of the elections, the election of new members. This is a presentation of the new members up for election to the Board of Directors. Susanne Trauma is The CEO of the BKHV and she's also a member of the Board of Directors of OCR Alicorn. David Metzger has several mandates as a member of the Board of Directors. Amongst them, the listed Swiss Steel and he Also, we'll be representing TOL in the on the Board of Directors of Zolce. Since there are no questions And calendar proposals submitted, we move on with the election with item 5.3.1, election of Susanna Trauma. Absolute majority, 30,000,000,960 8 votes. Yes votes amounted to 91.26 percent. No votes, 8 point 5 9% and abstention 0.15%. I herewith declare that the AGM reelects Susanne Toma for the Term of 1 year to the I'm sorry, elects Susanna Toma to the Board of Directors for the term of 1 year. Now moving on to the election of David Metzger under Item 5.3.2. To the results of this election, Absolute majority at 13,000,000 60,968 votes. Yes votes amounting to 94 point 2%, no votes, 5.64%, abstention, 016%. I herewith declare that the AGM has elected David Metzger for the term 1 year to the Board of Directors. I would like to thank you for your trust and would like to congratulate the newly elected members of the Board of Directors on their election or reelection. The Board of Directors will have a meeting After this AGM in its new form and will publish decisions accordingly and resolutions accordingly. This concerns the election of the Vice President to the Board of Directors, the election of the Chairman of the Compensation Committee, the election of the and Constitution of the Strategy and Sustainability Committee, which means also electing the Constitution of the Strategy and Sustainability Committee, which means also electing the members and the chair and the election and constitution of the Audit Committee, which also means the election of the members And the chair. Moving on to the election of the members of the Competition Committee. We have the reelection of Hanna Brigitte, Brian Bergsonsen, as a member of the Compensation Committee. The Board of Directors proposes to reelect Hamburg Sudhrensen For the term of 1 year until the end of the next AGM as member of the Compensation Committee. She was elected to the Board of Directors in 2018. And Also since 2019, she's been a member of the Nomination and Compensation Committee and she's also the Chair of the Audit Committee. Since no questions and counter proposals have been submitted, we move on with the election re election of Hanebrigge Brienberg's Zurich Zohringen under Item 6.1.1, results of the election, reelection. Absolute majority, 13,000,000,960 8 votes. Yes votes amounting to 91.74 percent. No votes, 8.08 Percent and abstentions amounting to 0.18%. I hear what's declared that the AGM has The Board of Directors proposes to reelect Gerhard Ruys for the term of 1 year until the end of the next AGM As a member of the compensation committee, Gerhard Ruys has been a member of the Board of Directors of Solter since 2015. He is also the Chairman of the Compensation Committee and member of the Audit Committee. Since no questions and counterproposals have been submitted, We move on with the election under Item 6.1.2. Results of the reelection of Gerhard Ruys to the Compensation Committee. Absolute majority, 13,000,000,960 8 yes votes amount to 91.83 percent no vote 7.9 8% abstentions, 0.19%. I hereby declare that the AGM has reelected Gerhard Ruys for the term of 1 year as a member of the compensation committee. I would like to congratulate Mr. Royce to his reelection To the Board of I'm sorry, to the as a member of the Compensation Committee. Now to the Newly elect new election of a member of the Competition Committee, the Board of Directors proposes to elect Susanne Trauma for the term of 1 year until the end of the next ordinary Annual General Meeting as member of the Compensation Committee. She was elected to the Board of Directors today and she has a vast experience with Considering the fact that she has been part of a compensation committee of a listed company. There were no or counterproposals submitted regarding her election, which is why we move on to the results. Absolute majority, 13,000,000,60,968, yes votes amounting to 89.21 percent, no votes 10.59 percent, abstentions 0.19%. I hear with the Claire that the AGM has reelected Suzanna Toma for the term of 1 year as a member of the compensation committee. I would like to congratulate Ms. Tama on her election as a member of the compensation committee. Now moving on to item 7, reelection of the auditors. The Board of Directors proposes to reelect KPMG Zurich as auditors for the term of 1 year. Since no questions or counter proposals have been submitted, we move on to this reelection. The results of the selection, absolute majority, 13,000,000,009 168 yes votes amount to 99 point 38% no votes 0.52 percent abstention 0.1%. I hear what's declared that the AGM has reelected KPMG as auditors for the term of 1 year. I congratulate them on their reelection. Moving on to item 8, reelection of the independent proxy. The Board of Director proposes to reelect for the term of 1 year until the end of the next AGM To reelect proxy voting services as independent proxy. Proxy voting services complies with the requirements Regarding independence, especially because she has no other dealings with Zolce. Since no questions or counterproposals have been submitted. We now move on to the reelection. To the results of this reelection, absolute majority, 13,000,000,60,968 Yes votes amounting to 99.91 percent, no votes 0.01% abstention 0.08 percent. I hear with Sinclair that the AGM has reelected proxy voting services as its independent proxy for the term of 1 year. I congratulate proxy voting services on the reelection. Moving on to item 9, change of the articles association, Generating the condition share capital, the Board of Directors proposes To amend the articles of association with a new Article 3A to generate additional conditional share capital. To pass this vote, at least 2 thirds of today's votes represented have to agree with this change. The Board of Directors should in this way have a means to We finance or acquire or use this capital for other financing purposes And that in demand of a maximum of 5% of the new share capital. We move on to the Vote on this item, qualified majority, 17,414,624. Yes votes amount to 96.51 percent, no votes 3.28% and abstentions 0.22%. I hear what's declared that the AGM has Approved the suggested changes to the articles of associations with a twothree majority. Ladies and gentlemen, dear shareholders, I thank you for your interest in Solter and I wish you all the best and much health in the future. We hope that we will see you again in person at our next AGM. This concludes today's Annual General Meeting. Thank you.