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EQS-Adhoc: CEVA Logistics AG: Notice of Annual General Meeting

EQS Group-Ad-hoc: CEVA Logistics AG / Key word(s): AGMEGM


CEVA Logistics AG: Notice of Annual General Meeting


04-Apr-2019 / 07:00 CET/CEST


Release of an ad hoc announcement pursuant to Art. 53 KR


The issuer is solely responsible for the content of this announcement.



Baar, Switzerland 4 April, 2019 -The Board of Directors of CEVA Logistics AG ("CEVA") has sent out today the invitation to the first Annual General Meeting ("AGM") of CEVA to its shareholders. The AGM will take place on Monday, 29 April, 2019, at 15.00 CET at Lorzensaal, Dorfplatz 3, 6330 Cham, Switzerland. The AGM will vote to approve CEVA's 2018 financial results and will appoint new board members, a new board chairman, the members of the compensation committee, CEVA's auditors and the independent proxy for the period from the AGM through the next Annual General Meeting.

The agenda of the AGM will cover standard items required to be approved by the AGM pursuant to CEVA's articles of association. The AGM invitation has been sent to all CEVA's shareholders who were registered with the share register as of 4 April, 2019 and, consequently, also to some shareholders who tendered their shares in the public tender offer (the "Tender Offer") made by CMA CGM S.A. ("CMA CGM"). Since the CMA CGM Offer will likely settle on 16 April, 2019 prior to the AGM, tendering shareholders will no longer be shareholders at the time of the AGM and hence will not be entitled to exercise their voting rights or attend the AGM.

Election of New Board Members and of a new Chairman

Given its anticipated shareholding at the AGM, CMA CGM will have the ability to designate and elect the candidates for the Board of Directors. CMA CGM has contractually agreed to retain three members of the Board of Directors who are independent from CMA CGM. The three independent directors proposed for (re-) election are Rolf Watter, Emanuel R. Pearlman and Béatrice de Clermont-Tonnerre. In the meantime, Marvin O. Schlanger, Victor Balli, Dr. Rosalind Rivaz and John F. Smith will not stand for re-election.

Re-election of current members of the Board of Directors

The Board of Directors proposes the re-election of Daniel Hurstel, Emanuel R. Pearlman, Rodolphe Saadé and Rolf Watter as members of the Board of Directors for a one-year term of office from the AGM until the next Annual General Meeting. As previously announced, it is further proposed that Rodolphe Saadé be elected Chairman of the Board of Directors and that Rolf Watter be elected and serve as Vice Chairman of the Board of Directors.
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