Business News

Decisions of the Annual General Meeting of the Shareholders of Day Software Holding AG

Friday 16. May 2008 - Today's annual shareholders meeting of Day Software Holding AG approved all proposals.

The following proposals were presented by the board of directors:
 
1. Annual Report, Annual Financial Accounts, Group Accounts as well as Report of the Auditors and Group Auditors for the fiscal year 2007
The Board proposes to approve the Annual Report, the Annual Financial Accounts and the Group Accounts for the fiscal year 2007 as well as to accept the Report of the Auditors and the Group Auditors for the fiscal year 2007.
 
2. Indemnification of the Board and the Senior Management
The Board proposes to indemnify all members of the Board of Directors and the managing directors.
 
3. Appropriation of the Annual Result
The Board proposes the following appropriation of the accumulated earnings of CHF 1’372’391.00 :
–       Allocation to General Reserve: CHF 85’000.-
–       Profit to be carried forward 1’287’000.-
 
4. Election of the Board of Directors
4.1 Re-election of members of the Board of Directors
The Board proposes the re-election of Mr Ariel Luedi for an additional term of three years.
 
4.2 Election of an additional member of the Board of Directors
The Board proposes the election of Mr Erik Hansen, Danish citizen, living in Speicher AR, Switzerland, as an additional member of the Board of Director of the Company.
 
5. Election of the Auditors and the Group Auditors for the fiscal year 2008
The Board proposes the election of BDO Visura, Zürich, as ordinary auditors according to Art. 727ff OR and group auditors according to Art. 731a OR for the fiscal year 2007. The Board proposes the election of BR Wirtschaftsprüfungsgesellschaft mbH as additional auditors with the limited task of auditing capital increases according to Art. 652f, 653f and 653i of the Swiss Code of Obligations (OR) for an additional term of one year.
 
6. Authorized Capital
The Board proposes to renew the authorized capital of currently CHF 6’760’000.00 and to      increase it at the same time to CHF 7’185’000.00 i.e. to replace Article 3bis of the Ar   ticles of Association by the following:
 
“The Board of Directors is authorized to increase the share capital at any time until 14 May 2010 by a maximum amount of CHF 7’185’000.00 by issuing shares not exceeding the amount of 718’500 fully paid up shares with a par value of CHF 10.00 each. Increases by way of fixed sale and increases by partial amounts are permitted. The Board of Directors shall set the issuing price per share, the date of commencement of entitlement to dividends and the type of contributions. The Board of Directors is authorized to exclude the pre-emptive rights of the shareholders for important reasons   and assign these to third parties, particularly for a) the acquisition of a business or part of a business by way of share exchange b) for the financing of the acquisition of a business, part of a business, participation or new investments of the Company c) for granting of a participation to employees or (d) for strategic partnerships.”
 
7. Conditional Capital
The Board proposes to increase the conditional capital from currently CHF 5’921’370.00 to CHF 7’185’000.00 i.e. to replace the current Art. 3ter of the Articles of Association by the following:
 
“The share capital is increased by issuing shares not exceeding the amount of 718’500 fully paid shares with a par value of CHF 10.00 each. The share capital is increased by an amount not exceeding CHF 7’185’000.00 by exercising of options which have been assigned to employees of the Company according to the stock option plan of the Board of Directors. The preemptive rights of the shareholders are excluded.”
 
 
8. Formal Amendments to the Articles of Association
 
8.1 Resolutions at the General Meeting
 
The Board of Directors proposes expanding the list of resolutions whose passage legally requires a quorum of at least two-thirds of the votes represented and an absolute majority of the par values of shares represented. In particular, the Board proposes the following amendment to Article 13 Paragraph 2 of the Articles of Association:
 
Current Version
Proposed Amendment
Art. 13 Paragraph 2
A quorum of at least two-thirds of the votes represented and an absolute majority of the par values of shares represented is required by law for the following resolutions:
 
…
8. the dissolution of the Company without liquidation.
 
Art. 13 Paragraph 2
A quorum of at least two-thirds of the votes represented and an absolute majority of the par values of shares represented is required by law for the following resolutions:
 
…
8. the dissolution of the Company;
9. Mergers, split-ups and reorganizations so long as such a quorum is necessary according to the relevant provisions contained in the Swiss Merger Act.
 
8.2 Provisions Applying to Statutory Auditors
 
The Board of Directors proposes amending a certain provision applying to statutory auditors and repealing another so as to establish compliance with the relevant legal provisions. The following articles of the Articles of Association are to be renumbered accordingly and the references to the renumbered articles are also to be changed accordingly. In particular, the Board proposes the following amendments to Title C and to Articles 22 Paragraph 2 and Article 23 of the Articles of Association:
 
Current Version
Proposed Amendment
Title
C. The Auditors / The Auditors of a Conglomerate
Art. 22 Paragraph 2
The Auditors have the rights and duties pursuant to Art. 727 et seq. SCO
 
Art. 23 The Auditors of a Conglomerate
The General Meeting shall elect Auditors of a Conglomerate for the term of the business year. Their powers and duties are subject to the legal provisions.
Title
C. The Auditors / The Auditors of a Conglomerate
Art. 22 Paragraph 2
The Auditors have the rights and duties pursuant to Art. 728 et seq. SCO.
 
Art. 23
(repealed)
 
8.3 Board of Directors
 
The Board of Directors proposes repealing the stipulation according to which the members of the Board of Directors must be shareholders so as to establish compliance with the relevant legal provisions. In particular, the Board proposes the following amendment to Article 15 Paragraph 1 of the Articles of Association:
 
Current Version
Proposed Amendment
Art. 15 Paragraph 1
The Board of Directors shall be composed of one or several members, who must be shareholders. They shall be elected by the General Meeting for three years and are eligible for re-election. The term of office shall end on the day of the ordinary General Meeting. In the event of by-elections, the new members of the Board of Directors complete the term of office of their predecessors.
Art. 15 Paragraph 1
The Board of Directors shall be composed of one or several members. They shall be elected by the General Meeting for three years and are eligible for re-election. The term of office shall end on the day of the ordinary General Meeting. In the event of by-elections, the new members of the Board of Directors complete the term of office of their predecessors.