At the request of the shareholder group around Sentis Capital PCC, Meyer Burger Technology Ltd will hold an extraordinary Shareholders’ Meeting in Bern on 30 October 2019.
Please find all the latest and important information for this Shareholders’ Meeting.
Questions and answers for shareholders
1. Why is another Shareholders’ Meeting being held?
We are holding an extraordinary Shareholders’ Meeting to allow the Board of Directors of Meyer Burger Technology ("Meyer Burger") to fulfill the request made by the shareholder group headed by Sentis Capital PCC ("Sentis"), an affiliated company of Petr Kondrashev.
2. What is the purpose of this extraordinary Shareholders’ Meeting?
The shareholder group is proposing the election of Mark Kerekes, Co-Managing Director and Board member of Sentis, to the Board of Directors of Meyer Burger.
3. Who is Sentis and who is Mark Kerekes?
Sentis is an investment company of Petr Kondrashev. Mark Kerekes is Co-Managing Director and Board member of Sentis. Meyer Burger has endeavored to obtain a clarification of the background, activities and objectives of Mr. Kondrashev and his investments, but has not yet succeeded to a satisfactory extent. Apart from significant speculation on the Internet, hardly any information could be obtained about his business activities in Russia.
4. What does the Meyer Burger Board of Directors recommend?
The Board of Directors of Meyer Burger is unanimously recommending that you do not elect Mark Kerekes to the board.
5. Why is the Board of Directors opposed to the Sentis candidate?
The Board of Directors is unanimous in its conclusion that the interests of the shareholder group headed by Sentis and those of Meyer Burger and its shareholders are wide apart. Conflicts arising from this constellation are foreseeable. A trusting working relationship within the Board of Directors containing a representative of an individual stakeholder who does not see himself as part of the management team seems unrealistic. The company's manageability, credibility and progress would be gravely impeded.
Furthermore, the Board of Directors fears that the election of Mark Kerekes to the board could jeopardize the further implementation of our change in strategy. It is worth noting that the realignment of Meyer Burger is closely associated with its CEO Hans Brändle. Since Sentis is demanding the resignation of Hans Brändle without acceptable justification and with no concrete proposal for a convincing successor arrangement, Hans Brändle has announced his intention to resign in the event of the election of a Sentis representative to the Board of Directors.
6. Wouldn't it make sense for a shareholder representative to have a seat on the Board of Directors of Meyer Burger?
The election of Mark Kerekes entails the risk that the company’s interests will be placed behind the special interests of Sentis. Mark Kerekes is Managing Director and Member of the Board of Directors of Sentis and is also active in the Board of Directors of the controlling company owned by Petr Kondrashev. Sentis and its group, including Mark Kerekes personally, deal in Meyer Burger shares and derivatives. As a member of the board of Meyer Burger, Mark Kerekes would gain access to intimate knowledge of the Company that would lead to irreconcilable conflicts of interest. In an extensive interview with the nomination committee of the Board of Directors, Mark Kerekes was unable to demonstrate how to resolve this conflict.
7. Does Sentis or Mark Kerekes support the strategic realignment of Meyer Burger?
The Board of Directors has decided on a strategic realignment of Meyer Burger. In other words, Meyer Burger is withdrawing from the low-margin bulk business and concentrating on the marketing of our proprietary heterojunction/SmartWire technology. Meyer Burger is confident that with this technology, the company will have a head start of several years over our competition which should allow our customers to offer high-margin premium products. The Board of Directors has noted certain important differences of opinion with Sentis regarding the strategic development of the Company, as well as a blatant lack of predictability on the part of Sentis. The election of Mark Kerekes to the Board of Directors would jeopardize the implementation of the change in strategy upon which we have embarked.
8. Do I have to personally attend the extraordinary Shareholders’ Meeting?
Holders of registered shares who are entered as shareholders with voting rights in the share register as of September 30, 2019 are entitled to vote in the extraordinary Shareholders’ Meeting. Besides attending the Shareholders’ meeting in person, there are other ways to exercise your voting rights.
9. What are my options for voting?
You can take part in the Shareholders’ Meeting in person and exercise your shareholder rights there. It is also possible to inform the independent voting proxy (attorney André Weber) of your wishes or to vote online. Relevant documents and instructions will be sent to you at least 20 days prior to the shareholders’ meeting.
10. I just purchased shares of Meyer Burger. Can I participate in the extraordinary Shareholders’ Meeting?
During the period from September 30 up to and including October 31, 2019, in accordance with our bylaws, no entries or transfers of shares will be recorded in the share register which entitle shareholders to exercise their voting rights at the Shareholders’ Meeting. Shareholders who partially or wholly sold their shares prior to the shareholders’ meeting are also no longer entitled to vote to the corresponding extent.
Date, place and arrival
Wednesday, 30. October 2019,
10.00 a.m., MEZ (door opening 09.00 a.m. MEZ)
Stade de Suisse Wankdorf,
Papiermühlestrasse 71, 3014 Bern
Arrival by car
The Wankdorf Center is located in the immediate vicinity of the Zurich-Geneva-Thun motorway junction.
Leave the motorway at exit 37 Bern Wankdorf and follow the signs to the shopping centre. You can park your car conveniently in the parking garage (subject to a charge).
Arrival by public transport
The Stade de Suisse offers excellent public transport links, with various lines leading directly to the stadium:
- No. 9 tram to Wankdorf Center
- No. 20 and 28 bus to Wankdorf train station
- Various trains to Wankdorf train station
- RBS line 40 to Wankdorf Center
Agenda and proposals for extraordinary Shareholders’ Meeting 2019
To the press release from 04.10.2019
Meyer Burger Board of Directors unanimously opposes election of activist shareholder representative to the Board.
To the press release from 23.09.2019
The Board of Directors would like to draw your attention already today to the extraordinary General Meeting of Shareholders to be held on October 30, 2019 in the Stade de Suisse, Bern and to ask you to act on the formal invitation that will be published at the beginning of October. The Shareholders’ Meeting ... (PDF Shareholder letter)
Vote electronically now
Using the InvestorPortal” shareholder platform, you can electronically order your entrance card to the general meeting or you have the option of authorising the Independent Proxy Holder. When authorising the Independent Proxy Holder, you have the option of issuing instructions.
Instructions for electronic voting
1. Visit https://ip.computershare.ch/meyerburger.
2. You are now asked to enter your shareholder number and password, which you will find on the registration to the General Meeting.
4. You can now order your entrance card or authorise the Independent Proxy Holder to exercise your voting rights.
5. Click on “CONFIRM” to save your selection.
Electronic issuance of instructions and powers of attorney for the 2019 Extraordinary General Meeting is possible at any time up to 10:00 p.m. on October 28, 2019. By issuing electronic instructions and powers of attorney, you waive any attendance in person at this Extraordinary General Meeting of shareholders. If you issue instructions to the Independent Proxy Holder both electronically and in writing, the electronic instructions alone will be taken into consideration.
If you have any questions, please contact Computershare Switzerland Ltd, operator of the “InvestorPortal” shareholder platform, by email at email@example.com or by phone on +41 62 205 77 50 (08:00 to 17:00).