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DDM Holding AG
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DDM Debt AB
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, 23 June 2022, 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 2021
Following the board of directors’ proposal, the AGM approved the annual report, the statutory financial statements and the consolidated financial statements 2021.
Appropriation of Available Earnings 2021
The AGM resolved to carry forward the accumulated net profit of CHF 2,898,417 or EUR 2,483,742 (comprising retained profits of CHF 3,300,407 carried forward from previous years and the loss for 2021 of CHF 431,990).
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 2021.
Re-Election of Board Members
Jörgen Durban, Erik Fällström, Joachim Cato and Andreas Tuczka 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
Jörgen Durban was re-elected 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 2022.
Consultative Vote on the Compensation Report 2021
The AGM approved, on a consultative basis and as proposed by the board of directors, the compensation report 2021.
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 2023 annual general meeting. The AGM also approved the variable compensation of the members of the executive management for the business year 2022 with a maximum aggregate amount of CHF 2,400,000 and the fixed compensation for the business year 2023 with a maximum aggregate amount of CHF 2,000,000.
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 2021 amounting to EUR 4,231,000.
Extension of 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 22 June 2024. The new Authorized Share Capital is a replacement of the previously existing, equivalent mandate in the same amount of CHF 6,780,223.00 under the current art. 3bis that was due to expire on 17 September 2022 and 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.