2021 Annual General Meeting of Galenica Ltd.
Wednesday, 12 May 2021
4th Annual General Meeting of Galenica Ltd.: Shareholders approve dividend proposal and 2020 annual financial statements.
Given the current situation, the fourth Annual General Meeting of Galenica Ltd. was held on 12 May 2021 without the physical attendance of shareholders. Shareholders could exercise their rights in advance, either in writing or electronically, and they used these options to approve all but one of the proposals of the Board of Directors with a vast majority of votes cast. Only the proposal regarding the authorised share capital fell just shy of the required two-thirds majority, with 59.8% of votes in favour. Shareholders also approved the dividend proposal of CHF 1.80 per share.
As a protective measure in connection with COVID-19, the Board of Directors decided to hold the Annual General Meeting of Galenica Ltd on 12 May 2021 without the physical presence of shareholders. However, to offer a personal retrospective on 2020 and provide an outlook for the future, Chairwoman of the Board of Directors Daniela Bosshardt and CEO Marc Werner addressed shareholders via video message.
Shareholders had the option to exercise their rights in advance of the Annual General Meeting in writing or in electronic form by issuing instructions to the independent proxy. This resulted in 26’768’727 share votes, representing 71% of the registered voting shares of Galenica Ltd. The proposal regarding the authorised share capital (Article 3a (1) of the Articles of Association) fell just shy of the required two-thirds majority, with 59.8% of votes in favour. In the past, this proposal has always been accepted. The Board of Directors acknowledges the rejection of this proposal. No use has been made of the authorised share capital instrument to this date. All other proposals were approved with the vast majority of votes cast.
Shareholders had the option to submit questions on the Annual Report and on the Annual General Meeting in writing in advance. All questions received were answered directly with the shareholder in question.
Dr. Phillippe Nussbaumer steps down from the Board of Directors
Dr. Philippe Nussbaumer has decided not to stand for re-election as a member of the Board of Directors at the 2021 Annual General Meeting. He had been a member of the Board of Directors of Galenica since the IPO in 2017. The Board of Directors would like to thank Dr. Philippe Nussbaumer for his valuable commitment and wishes him much success in his various activities.
Dividend distribution in the planned amount
The Annual General Meeting approved the dividend of CHF 1.80 per share proposed by the Board of Directors, on par with the previous year. For tax reasons, half (CHF 0.90 per share) is paid out from the capital contribution reserve, and the other half from retained earnings. This corresponds to a total expected distribution of CHF 89.1 million. Dividends will be paid to shareholders from 19 May 2021.
Approval of the 2020 financial statements and discharge of the Board of Directors and the Executive Committee
The shareholders also voted in favour of other proposals put forward by the Board of Directors on the items on the agenda: Thus, the 2020 Annual Financial Statements of Galenica Ltd. as well as the Management Report and the Consolidated Financial Statements of the Galenica Group for 2020 were approved, and the members of the Board of Directors and the Executive Committee were discharged from liability for their activities in financial year 2020.
In a consultative vote, the shareholders endorsed the 2020 Remuneration Report with 90%. The proposed binding maximum total remuneration for 2022 for members of the Board of Directors and the Executive Committee was also approved with 90%, and 96% respectively, of votes in favour.
Re-elections to the Board of Directors as well as re-elections and elections to the Remuneration Committee
Daniela Bosshardt was re-elected as member and Chairwoman of the Board of Directors, and Bertrand Jungo, Pascale Bruderer, Prof. Hon. Dr. Michel Burnier, Dr. Markus R. Neuhaus and Dr. Andreas Walde as members for a term of office of one year.
Dr. Andreas Walde and Dr. Markus R. Neuhaus were re-elected to the Remuneration Committee for a term of office of one year and Prof. Hon. Dr. Michel Burnier was newly elected to the Remuneration Committee, with Dr. Andreas Walde appointed by the Board of Directors as Chairman.
Dates for the diary
18 May 2021: Publication of the sustainability report 2020 of the Galenica Group
3 August 2021: Publication of the half-year report 2021 of the Galenica Group
20 January 2022: 2021 sales of the Galenica Group
8 March 2022: Publication of the results of the 2021 financial year for the Galenica Group
11 May 2022: Annual General Meeting of Galenica Ltd.
Pictures of the Board of Directors can be downloaded here.