Rümlang, 12 October 2021 – dormakaba Holding AG held its Annual General Meeting on 12 October 2021. Owing to pandemic-related health and safety regulations, shareholders could not attend in person. The independent proxy represented 2,802,226 registered shares eligible to vote, equivalent to 66.72% of the company’s share capital. All proposals were approved.
Due to the Covid-19 pandemic and based on the corresponding Ordinance of the Swiss Federal Council, the Board of Directors of dormakaba Holding AG decided to hold the company’s 106th Annual General Meeting without physical participation of shareholders. Shareholders were able to give the independent proxy their voting instructions according to the respective regulations in advance, either by letter or electronically. The Chairman of the Board of Directors, two Auditor’s representatives, a representative of the independent proxy, the notary, the minutes secretary and the Secretary to the Board of Directors attended the meeting.
The Annual General Meeting approved all Board proposals by a large majority. The improved net profit of dormakaba allowed the Board of Directors – based on an unchanged dividend policy – to propose to the Annual General Meeting a dividend of CHF 12.50 per share, which is CHF 2.00 higher than the previous year’s dividend. Half of this dividend pay-out will be made from unappropriated retained earnings and half from the reserves from capital contributions. Payments are scheduled to be made as from 18 October 2021.
The Annual General Meeting also approved all the proposed re-elections to the Board of Directors, each for a one-year term. Riet Cadonau was re-elected as Chairman of the Board of Directors. Hans Hess, who was also re-elected, will continue in the roles of Vice-Chairman and Lead Independent Director. New elected, independent member Thomas Aebischer replaces Karina Dubs-Kuenzle who has stepped down after serving 20 years on the Board.
The serving members of the Nomination and Compensation Committee, Hans Hess, Stephanie Brecht-Bergen, and John Heppner were also re-elected for a one-year term as proposed. Hans Hess will continue in the role of committee chair.
In a consultative vote, shareholders also approved the Compensation Report 2020/21. The proposed maximum amount for compensation of the Board of Directors until the Annual General Meeting 2022 and the proposed maximum amount for compensation of the Executive Committee for the financial year 2022/23 were approved as well.
The Annual General Meeting also followed the Board’s proposal to renew the authorized capital for two further years, as well as approving the relevant amendments to the Articles of Incorporation. This includes a limitation of the total of new registered shares to be issued from authorized and conditional share capital, where the subscription or advance subscription rights were restricted or excluded, to 420,000 new registered shares (i.e. to less than 10% of the currently issued share capital).
The Annual General Meeting also confirmed PricewaterhouseCoopers AG, Zurich, as Auditors for a further one-year term. In addition, Law Office Keller Partnership was elected as independent proxy, also for a further one-year term.
More details on the Annual General Meeting 2021 can be found on www.dk.world/AGM.