Jelmoli: Strengthening of the Board of Directors | Proposal for a Share Buyback Program
The Extraordinary General Meeting will take place on December 7, 2007. The Board of Directors will inform its shareholders on the general business affairs and the strategy of the Jelmoli group. It is proposed to add to the Board of Directors three new members, each of whom has a strong track record in the investment industry. Christopher M. Chambers is proposed to become the new Chairman. In addition, the Board proposes a share buyback program. Minority shareholders have requested the inclusion of several items on the agenda of the Extraordinary General Meeting At the Extraordinary General Meeting on December 7, 2007, the Board of Directors will inform its shareholders on the general business affairs and the strategy of the Jelmoli group. In view of that strategy, the Board of Directors proposes that Christopher M. Chambers, Dr. Markus Dennler and Barthélemy Helg be elected as new members of the Board of Directors. All of them are independent directors, and all have a track record in the investment industry. Christopher M. Chambers is expected to succeed Walter Fust as Chairman. The Board of Directors further proposes a share buyback program. Under the terms of this program, the Board of Directors may repurchase up to 10 percent of the Company's shares over 12 months via a second trading line on the SWX Swiss Exchange, if the Company's capital requirements so allow. The program enables Jelmoli to return surplus liquidity to its shareholders, at the same time, however, to retain the necessary degree of strategic flexibility. The Board considers the latter aspect of utmost importance. It therefore rejects the counterproposal submitted by two minority shareholders, according to which the Board would be under a strict obligation to repurchase shares up to a maximum amount of CHF 300 million within the coming 4 months. The minority shareholders have in addition requested that the following items be included on the agenda of the Extraordinary General Meeting: * Election of Additional Board Members The minority shareholders propose under separate agenda items the election of overall up to four additional board members. The minority shareholders have not yet announced the identity of their candidates, but it is expected that they will do so prior to the Extraordinary General Meeting. The Board of Directors supports the request that a representative of the class of bearer shares be added to the board, and is thus open to the proposal to be made by the holders of the bearer shares. It rejects, however, the request that in addition to the bearer share representative another three board members be elected. The Board of Directors believes a board of such a seize would not contribute to an efficient corporate governance. * Special Audit (Sonderprüfung) in connection with the real estate transaction The minority shareholders propose that a special auditor (Sonderprüfer) be appointed for clarification of the events in connection with the real estate transaction. The Board of Directors rejects this request. It intends to provide information on the subject matter of the request at the Extraordinary General Meeting and therefore believes there is no legitimate interest for the appointment of a special auditor (Sonderprüfer). * Split of the Bearer Shares in a Ratio of 1:5 The minority shareholders propose that the bearer shares of the Company be split in the ratio of 1:5. The proposal is aimed at putting bearer shares on equal footing with registered shares as to their voting power; however, it does not provide for a compensation of the holders of registered shares, who, if the proposal were to be accepted, would become diluted. The Board of Directors rejects the proposal. Holders of bearer shares were, when purchasing their shares, aware that a bearer share carried relatively less voting power than a registered share. A split of the bearer shares would thus unjustifiably lead to a discrimination of the holders of registered shares. The Extraordinary General Meeting will take place on December 7, 2007, at 09.00 a.m., at the World Trade Center Zurich. Contact persons Media: Dr. Daniel Gfeller, Secretary General Tel. +41 (0)44 220 42 29 Fax +41 (0)44 220 40 10 Analysts: Harald Pinger, CEO Tel. +41 (0)44 220 49 13 Fax +41 (0)44 220 40 10 Roland Walder, CFO Tel. +41 (0)44 220 44 26 Fax +41 (0)44 220 40 10 Internet: www.jelmoliholding.ch / www.huginonline.ch/JEL WAP mobile: wap.huginonline.com (Press Releases Jelmoli) E-mail: info@jelmoliholding.ch More informations The website www.jelmoliholding.ch/media provides the invitation to the Extraordinary General Meeting as well as the CVs of the new members of the Board of Directors to be elected. --- End of Message --- Jelmoli -----------------------------------------Jelmoli über WAP:
wap.huginonline.com
-----------------------------------------
St. Annagasse 18 Zürich WKN: 851225; ISIN: CH0000668464; Index: SMCI, SPI, SPIEX; Listed: Main Market in SWX Swiss Exchange;
