Decision taken as a precautionary measure to safeguard liquidity
In the wake of measures introduced to combat the coronavirus, the Zehnder Group (SIX: ZEHN), a leading international provider of complete solutions for a healthy indoor climate, held its Annual General Meeting behind closed doors yesterday. Shareholders communicated their voting intentions and instructions to the independent proxy. As a precautionary measure to safeguard liquidity, the dividend for the 2019 financial year has been reduced from CHF 1.00 to CHF 0.70 compared with the original proposal of the Board of Directors. The Board of Directors and the Group Executive Committee are waiving 10 % of their compensation with immediate effect.
2020 Annual General Meeting held behind closed doors
Based on Art. 6a of Ordinance 2 of the Swiss Federal Council on measures to combat the corona- virus (COVID-19 Ordinance 2) of 13/16 March 13/16, 2020, the Board of Directors of Zehnder Group AG has made use of the option to order written or electronic voting and granting of power of attorney to the independent proxy as the only way to participate in the Annual General Meeting on April 2, 2020. Shareholders were therefore not able to attend the Annual General Meeting in person. The Annual General Meeting was held on the premises of Zehnder Group AG at the company’s head- quarters in Gränichen in the presence of the independent proxy and a representative of the exter- nal auditor.
All proposals approved by a large majority
The shareholders of the Zehnder Group approved the operating and financial review, the annual financial statements and the consolidated financial statements for 2019, and discharged the mem- bers of the Board of Directors and the Group Executive Committee for the 2019 financial year.
As a precautionary measure to safeguard liquidity, the Board of Directors of the Zehnder Group revised its original proposal to offer a dividend of CHF 1.00 per registered share A for the 2019 financial year (previous year CHF 0.80) and instead proposed a dividend of CHF 0.70 per registered share A. The shareholders consented to this proposal.
Hans-Peter Zehnder, Chairman of the Board of Directors: “We have a solid balance sheet and are therefore well-equipped to deal with a crisis of this nature. However, we do not want to take any risks as it is not currently possible to predict how long the coronavirus pandemic will last and what the economic consequences will be. From a financial perspective, our main priority is to safeguard liquidity. I would like to thank our shareholders for their understanding and their loyalty.”
The total sum of the future remuneration for the Board of Directors and the Group Executive Committee was also approved. An advisory vote was held in order to approve the compensation report for 2019.
Hans-Peter Zehnder, Chairman of the Board of Directors, plus Board of Directors members Urs Buchmann, Riet Cadonau, Jörg Walther, Ivo Wechsler and Milva Zehnder all had their mandates confirmed and they were re-elected for a one-year term of office. The Board of Directors also elected Jörg Walther as its new Vice Chairman. He succeeds Thomas Benz who did not stand for re-election. Urs Buchmann and Riet Cadonau stood for re-election to the Compensation Committee, and both had their mandates confirmed for one year. Milva Zehnder was also elected as a new member of the Compensation Committee.
Finally, the shareholders once again nominated Werner Schib, lawyer and notary public at SwissLegal (Aarau, Switzerland), to act as the independent proxy for the term of office until the closure of the next Annual General Meeting. The mandate of PricewaterhouseCoopers AG (Lucerne, Switzerland) to act as the external auditor was extended by a further year.
For the detailed voting results, we refer to our website: www.zehndergroup.com/en/investor-relations/general-meeting-of-shareholders
Outlook for 2020
The coronavirus pandemic is set to have a negative impact on the 2020 financial year for the Zehnder Group. Following a good start to the year, the consequences of the pandemic are now being clearly felt in Europe and North America. The impact on future sales and results cannot be reliably quantified at the current time. A set of measures has been introduced in order to minimise the negative financial effects. On a positive note, the situation in China is gradually improving fol- lowing a significant decline in sales.
Voluntary salary reduction
The Board of Directors and the Group Executive Committee decided to voluntarily waive 10 % of their Board of Directors’ remuneration and salary with immediate effect. In doing so, they are making a contribution to securing liquidity and sending a signal of solidarity in the difficult times ahead.
The Zehnder Group improves quality of life with comprehensive indoor climate solutions. The globally active company develops and manufactures its products in 16 plants, including 5 in China and North America. Its sales activities, spanning more than 70 countries, take place through local sales companies and representative offices.
Zehnder Group products and systems for heating and cooling, comfortable indoor ventilation and air cleaning are characterised by outstanding design and high energy efficiency. The Group is among the market and technology leaders in its business areas with brands such as Zehnder, Runtal, Acova, Bisque, Greenwood, Paul, Core, Enervent and Recair.
The Zehnder Group has had its headquarters in Gränichen (Switzerland) since 1895. It em- ploys around 3500 people worldwide and achieved sales of EUR 644 million in 2019. The company is listed on the SIX Swiss Exchange (symbol ZEHN/number 27 653 461). The un- listed registered shares B are held by the Zehnder family and persons closely associated with them.