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Annual General Meeting 2022: Tecan shareholders approve significant dividend increase
Votes cast exclusively through the independent proxy in line with COVID-19 Ordinance 3 of the Swiss government to combat the pandemic
Increase in the dividend from CHF 2.30 to CHF 2.80 per share
Myra Eskes elected as new member of the Board of Directors
Lukas Braunschweiler, Heinrich Fischer, Oliver Fetzer, Karen Huebscher, Christa Kreuzburg and Daniel R. Marshak re-elected as members of the Board of Directors
Lukas Braunschweiler confirmed by shareholders as Chair of the Board
Christa Kreuzburg, Oliver Fetzer and Daniel R. Marshak confirmed as members and Myra Eskes elected as new member of the Compensation Committee
Amendment to the Articles of Incorporation on renewal of the authorized capital not approved – Tecan nevertheless retains entrepreneurial freedom
All proposals relating to compensation approved
Männedorf, Switzerland, April 12, 2022 – The Annual General Meeting of Tecan Group AG (SIX Swiss Exchange: TECN) on April 12, 2022, approved a significant increase in the dividend and other proposals of the Board of Directors. The Annual General Meeting was held at the headquarters of the company, without personal attendance by shareholders. Voting rights could only be exercised through the independent proxy according to Art. 27 of the Ordinance 3 of the Swiss Federal Council on Measures to Combat the Coronavirus (COVID-19).
Shareholders approved the Annual Report, the financial statements and the consolidated financial statements, and granted discharge to the Board of Directors and the Management Board. They agreed to an increase in the dividend from CHF 2.30 to CHF 2.80 per registered share. Half of the dividend, i.e., CHF 1.40, will be paid out from the available capital contribution reserve and is therefore not subject to withholding tax. The payout will take place on April 20, 2022.
The shareholders elected Myra Eskes as new member of the Tecan Board of Directors. All current members of the Board of Directors were confirmed by the shareholders for a term of one year: Heinrich Fischer, Dr. Oliver Fetzer, Dr. Karen Huebscher, Dr. Christa Kreuzburg, Dr. Daniel R. Marshak and Dr. Lukas Braunschweiler.
Lukas Braunschweiler was re-elected as Chair of the Board of Directors. The shareholders confirmed Christa Kreuzburg, Oliver Fetzer and Daniel R. Marshak as members and elected Myra Eskes as new member of the Compensation Committee.
Amendment to the Articles of Incorporation on renewal of the authorized capital not approved
The proposal of the Board of Directors to amend the Articles of Association to renew the authorized capital was supported by the majority of shareholders, but the two-thirds majority required to amend the Articles of Association was not achieved. The shareholders had most recently approved the creation of authorized capital at the Annual General Meeting on April 7, 2020, with validity for the two years up to the 2022 Annual General Meeting. At this year's Annual General Meeting, the Board of Directors proposed a renewal of the authorized capital until April 17, 2024. As Tecan created new shares under the authorized capital in September 2021 to finance the Paramit acquisition, the proposed renewal would have restored the authorized capital approximately to the previous level. The proposal of the Board of Directors again provided that subscription rights could only be excluded for just under 10% of the newly issued shares. However, a major proxy advisory firm and various shareholders considered this limit to be exceeded in the case of a combination of authorized and already existing conditional capital.
The Board of Directors regrets the shareholders' decision, but notes that Tecan nevertheless retains entrepreneurial freedom and can continue to exploit external growth opportunities. Thanks to its strong operating cash flows and good credit rating, the company also has other financing options available; in addition, conditional capital can be used.
Other proposals also approved
The shareholders voted on the conditions governing the compensation of the Board of Directors and Management Board for the following fiscal year, according to the Ordinance Against Excessive Compensation in Listed Stock Companies of the Swiss government (OaEC). They made a binding decision to endorse the proposed maximum total amount of compensation for fiscal year 2023 and also, for the Board of Directors, for the period until the 2023 Annual General Meeting. The 2021 Compensation Report, which was submitted for an advisory vote, was also accepted by shareholders.
Ernst & Young AG, Zurich, was reappointed as the statutory auditors for fiscal year 2022.
Shareholders approved the motion proposed by the Board of Directors to appoint Proxy Voting Services GmbH, Zurich, as the independent proxy for the period up to the close of the Tecan Group 37th Annual General Meeting in 2023.
Key upcoming date
Tecan will publish the 2022 Interim Report on August 17, 2022.
About Tecan
Tecan (www.tecan.com) improves people’s lives and health by empowering customers to scale healthcare innovation globally from life science to the clinic. Tecan is a pioneer and global leader in laboratory automation. As an original equipment manufacturer (OEM), Tecan is also a leader in developing and manufacturing OEM instruments, components and medical devices that are then distributed by partner companies. Founded in Switzerland in 1980, the company has more than 3,000 employees, with manufacturing, research and development sites in Europe, North America and Asia, and maintains a sales and service network in over 70 countries. In 2021, Tecan generated sales of CHF 947 million (USD 1,041 million; EUR 877 million). Registered shares of Tecan Group are traded on the SIX Swiss Exchange (TECN; ISIN CH0012100191).
For further information:
Tecan Group
Martin Braendle
Senior Vice President, Corporate Communications & IR
Tel. +41 (0) 44 922 84 30
Fax +41 (0) 44 922 88 89
investor@tecan.com
www.tecan.com
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