Panalpina received today a request of its shareholder Ernst Göhner Foundation ("EGF") to implement the One Share – One Vote standard at an extraordinary shareholders' meeting to be held prior to the annual general meeting.
The Ernst Göhner Foundation requests to amend the articles of association of Panalpina by lifting the 5% registration restriction and the 5% voting restriction.
The Board of Directors complies with this request and will announce the formal invitation to the extraordinary shareholders' meeting in due course.
Since the Company’s IPO in 2005, EGF was always admitted with all its shares in all shareholders' meetings on the basis that the 5% voting restriction imposed by the articles of association does not apply to the shares of EGF because it has held its shares prior to the introduction of the voting restriction (grandfathering). The implementation of the One-Share, One Vote standard will render the practice of the Company exempting EGF from the 5% voting restriction obsolete. This would further enhance the Company's corporate governance and follows the company’s earlier decision to elect an independent Chairperson at the forthcoming ordinary shareholders meeting. Moreover it addresses the concerns raised by certain shareholders.
In a letter addressed to Panalpina's Board of Directors, minority shareholder Cevian had recently questioned the practice to fully admit EGF with all its voting rights at the Company's shareholders' meetings. Cevian took the position that the voting restriction of 5% must be applied to all shareholders and, hence the voting power of EGF must be reduced to 5%. An ad hoc board of independent directors (BoiD) consisting of five directors (without representatives of EGF and Cevian) and chaired by Thomas E. Kern, is currently evaluating the situation based on expert opinions submitted by each of EGF and Cevian and based on independent expert advice obtained by the BoiD.