17 Sep 2020

Report from the Annual General Meeting of Shareholders of DDM Holding AG

DDM Holding AG (First North Growth Market: DDM), (the “Company”), held its Annual General Meeting (the “AGM”) today, 17 September 2020, in Zürich, Switzerland. A summary of the AGM resolutions is presented below.

Minutes of the AGM

The minutes of the AGM, including a complete account of all resolutions taken, will be available on the Company’s website http://ddm-group.ch/investors within a few days.

Election of the chairman for the day

Following the board of directors’ proposal, the AGM approved to elect Fredrik Olsson, Chief Financial Officer of DDM Holding AG as chairman for the day.

Approval of the Annual Report, the Statutory Financial Statements and the Consolidated Financial Statements 2019

Following the board of directors’ proposal, the AGM approved the annual report, the statutory financial statements and the consolidated financial statements 2019.

Appropriation of Available Earnings 2019

The AGM resolved to allocate 5% of the profit at the disposal of the shareholders to statutory retained earnings and to carry forward the remainder of the profit of CHF 3,354,184 (EUR 2,931,780).

Discharge of the Members of the Board of Directors and the Executive Management

Following the board of directors’ proposal, the AGM resolved to discharge all members of the board of directors and the executive management for their activities in the business year 2019.

Re-Election of Board Members

Jörgen Durban, Erik Fällström, Joachim Cato and Florian Nowotny were re-elected as members of the board of directors. The elections are each for a term of one year ending after completion of the next annual general meeting.

Re-Election of the Chairman

Following the board of directors’ proposal, the AGM re-elected Jörgen Durban as chairman of the board of directors for a term of one year ending after completion of the next annual general meeting.

Re-Election of the Remuneration Committee

Jörgen Durban and Erik Fällström were re-elected as members of the remuneration committee, each for a term of one year ending after completion of the next annual general meeting.

Re-Election of the Independent Proxy

Bratschi AG (CHE-141.281.308), Zürich, Switzerland was re-elected as independent proxy for a term of one year ending after completion of the next annual general meeting.

Re-Election of the Statutory Auditors

PricewaterhouseCoopers AG (CHE‑434.873.063), Luzern, was re-elected as the statutory auditors for the business year 2020.

Consultative Vote on the Compensation Report 2019

The AGM approved, on a consultative basis and as proposed by the board of directors, the compensation report 2019.

Compensation of the Members of the Board of Directors and the Executive Management

The AGM resolved, in accordance with the proposal of the board of directors, that the remuneration of the board of directors shall not exceed a maximum of CHF 1,000,000 for the period until the end of the 2021 annual general meeting. The AGM also approved the variable compensation of the members of the executive management for the business year 2020 with a maximum aggregate amount of CHF 2,400,000 and the fixed compensation for the business year 2021 with a maximum aggregate amount of CHF 2,000,000.

Compensation for AEDC Capital Limited (previously Aldridge EDC Specialty Finance Ltd) (“AEDC”) for Business Development Services during the Business Year 2019

The AGM approved, in accordance with the proposal of the board of directors, the compensation of AEDC for business development services provided by AEDC to the Company during the business year 2019 amounting to EUR 756,978.

Compensation for DDM Group Finance S.A.

The AGM approved, in accordance with the proposal of the board of directors, the compensation of DDM Group Finance S.A. for brokerage services provided by DDM Group Finance S.A. to the Company during the business year 2019 amounting to EUR 2,685,000.

Change of Registered Seat

The AGM approved, in accordance with the proposal of the board of directors, the change of registered seat of the Company from Baar to Zug.

New Authorized Share Capital

The AGM resolved, that the board of directors shall be authorized to increase the share capital in an amount not to exceed CHF 6,780,223.00 through the issuance of up to 6,780,223 fully paid-in registered shares with a nominal value of CHF 1.00 per share by not later than 17 September 2022. The new Authorized Share Capital is a replacement of the previously existing mandate in the same amount of CHF 6,780,223.00. The subscription rights for the new Authorized Share Capital can, under certain condition, be excluded as per the new Art. 3bis paragraph 2. The extenstion and amendment of the Authorized Share Capital serves the purpose of maintaining an adequate flexibility for the board of directors to resolve on capital increases if deemed to be in the best interest of the Company.

 

The information was submitted for publication, through the agency of the contact person set out below, at 12:00 CEST on 17 September 2020.