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Report from  Cavotec’s Ordinary General Meeting 2015

Cavotec SA today held its Ordinary General Meeting “OGM” in Lugano,
Switzerland, while shareholders could follow the proceedings via a passive
video-link from Stockholm, Sweden. Fabio Cannavale chaired the OGM. 

At the OGM the following resolutions were passed:

1. Annual report, financial statements and consolidated financial statements
for the year 2014, report of the Statutory Auditors 

The OGM adopted the Board of Directors’ proposal that the annual report, the
financial statements and the consolidated financial statement for the year 2014
be approved. 

2. Appropriation of available earnings

The OGM adopted the Board of Directors’ proposal for the following
appropriation: 

CHF

Carried forward from previous years: (5,921,715)

Net gain/loss for the financial year 2014: (1,724,120)

Total earnings available: (7,645,835)

Appropriation to general statutory reserves (retained earnings): 0

Appropriation to other reserves: 0

Proposed balance to be carried forward: (7,645,835)

3. Grant of Discharge from Liability to the Board of Directors and Persons
entrusted with the Management from Activities during Business Year 2014 

The OGM granted discharge to all the members of the Board of Directors and the
CEO and CFO for the business year 2014. 

4. Capital reduction through partial nominal value repayment

The OGM adopted the Board of Directors’ proposal:

a) to reduce the current share capital of CHF 112,306,480 by CHF 3,926,800 to
CHF 108,379,680 by way of reducing the nominal value of the registered shares
from CHF 1.43 by CHF 0.05 to CHF 1.38 and to use the nominal value reduction
amount for repayment to the shareholders; 

b) to confirm as a result of the report of the auditors, that the claims of the
creditors are fully covered notwithstanding the capital reduction; 

c) to amend article 4, article 4ter, article 4quater para. 1,article 4quinquies
and article 4sexies of the Articles of Association according to the following
wording as per the date of the entry of the capital reduction in the commercial
register (the proposed amendments are in italics): 

Article 4

“The share capital of the Company is CHF 108,379,680 and is divided into
78,536,000 fully paid registered shares. Each share has a par value of CHF
1.38.” 

Article 4ter

“The share capital may be increased in an amount not to exceed CHF 985,281.36
through the issuance of up to 713,972 fully paid registered shares with a par
value of CHF 1.38 per share by the issuance of new shares to employees of the
Company and group companies. The pre-emptive rights and advance subscriptions
rights of the shareholders of the Company shall thereby be excluded. The shares
or rights to subscribe for shares shall be issued to employees pursuant to the
Long Term Incentive Plan approved by the Board of Directors. Shares or
subscription rights may be issued to employees at 10% discount compared with
the market price quoted on the stock exchange of that time.” 

Article 4quater para. 1

“The Board of Directors shall be authorized to increase the share capital in an
amount not to exceed CHF 9,854,116.32 through the issuance of up to 7,140,664
fully paid registered shares with a par value of CHF 1.38 per share by not
later than April 23, 2016.” 

Article 4quinquies

“The share capital may be increased in an amount not to exceed CHF 985,281.36
through the issuance of up to 713,972 fully paid registered shares with a par
value of CHF 1.38 per share by the issuance of new shares to employees of the
Company and group companies. The pre-emptive rights and advance subscriptions
rights of the shareholders of the Company shall thereby be excluded. The shares
or rights to subscribe for shares shall be issued to employees pursuant to the
Long Term Incentive Plan 2013 approved by the Board of Directors. Shares or
subscription rights may be issued to employees at 10% discount compared with
the market price quoted on the stock exchange of that time.” 

Article 4sexies

“The share capital may be increased in an amount not to exceed CHF 985,281.36
through the issuance of up to 713,972 fully paid registered shares with a par
value of CHF 1.38 per share by the issuance of new shares to employees of the
Company and group companies. The pre-emptive rights and advance subscriptions
rights of the shareholders of the Company shall thereby be excluded. The shares
or rights to subscribe for shares shall be issued to employees pursuant to the
Long Term Incentive Plan 2014 approved by the Board of Directors. Shares or
subscription rights may be issued to employees at 10% discount compared with
the market price quoted on the stock exchange of that time.” 

5. Creation of additional contingent share capital in connection with employee
participation 

The OGM adopted the Board of Directors’ proposal to create additional
contingent share capital in an amount not to exceed CHF 1,083,796.80 enabling
the issuance of up to 785,360 additional shares with a nominal value of CHF
1.38 each in connection with employee participation by inserting the new
article 4septies of the Articles of Association to read as follows: 

“Article 4septies – Contingent Share Capital

The share capital may be increased in an amount not to exceed CHF 1,083,796.80
through the issuance of up to 785,360 fully paid registered shares with a par
value of CHF 1.38 per share by the issuance of new shares to employees of the
Company and group companies. The pre-emptive rights and advance subscriptions
rights of the shareholders of the Company shall thereby be excluded. The shares
or rights to subscribe for shares shall be issued to employees pursuant to the
Long Term Incentive Plan 2015 approved by the Board of Directors. Shares or
subscription rights may be issued to employees at a 10% discount compared with
the market price quoted on the stock exchange of that time.” 

6. Approval of Remuneration

The OGM approved the maximum aggregate amount (covering fixed and variable
remuneration) each of: 

  -- the remuneration for the Board of Directors for the next business year
  -- the remuneration for the CEO for the next business year.

6.1 Approval of Remuneration for the Board of Directors

The OGM approved the aggregate amount of CHF 1,000,000 for the remuneration for
the Board of Directors for the business year 2016. Please note that this amount
does not include the remuneration of the CEO (who is also member of the Board
of Directors). The total aggregate amount of the CEO’s remuneration is set
forth in section 6.2. 

6.2 Approval of Remuneration of the CEO

The OGM approved the aggregate amount of CHF 1,200,000 for the remuneration for
the CEO for the business year 2016. 

7. Re-election of nine directors, nomination of the Chairman of the Board of
directors 

In accordance with the Nomination Committee's proposal, Fabio Cannavale, Leena
Essén, Nicola Gerber, Christer Granskog, Lakshmi C. Khanna, Erik Lautmann,
Ottonel Popesco, Patrik Tigerschiöld and Stefan Widegren were re-elected.
Stefan Widegren was re-elected as Chairman of the Board of Directors for a
further one-year term of office expiring at the next OGM. 

The Nomination Committee's assessment regarding Board Members independence is
found on the Cavotec website. 

8. Nominations for the Remuneration Committee

In accordance with the Nomination Committee’s proposal, Christer Granskog,
Lakshmi Khanna and Erik Lautmann were elected as members of the Remuneration
Committee. 

The Nomination Committee's assessment regarding independence of the members of
the Remuneration Committee is found on the Cavotec website. 

9. Re-election of Independent Auditor

In accordance with the Nomination Committee proposal, PricewaterhouseCoopers
SA, Lugano, Switzerland was re-elected as Cavotec’s independent auditor for the
business year 2015 

10. Election of an Independent Proxy

In accordance with the Board of Directors’ proposal, Mr. Franco Brusa,
Attorney-at-law, Via G.B. Pioda 5, Lugano, Switzerland was elected as Cavotec’s
independent proxy for the OGM 2016. 

At the OGM shareholder Mr. Stefan Koller, also representing shareholder Mr.
Mike Colaco, asked questions that were answered by representatives of the
Company. Mr. Stefan Koller claimed that some of these questions were not
sufficiently answered and requested a vote for initiating a special audit (as
set forth in articles 697a – g of the Swiss Code of Obligations). The proposal
for a special audit was put to a vote at the OGM and the OGM, following the
proposal of the Board of Directors, voted against a special audit. 

ENDS

For further details please contact

Michael Scheepers

Group Director, IR & Corporate Communications

michael.scheepers@cavotec.com or +41795024010



The information in this release is subject to the disclosure requirements of
Cavotec SA under the Swedish Securities Market Act and/or the Swedish Financial
Instruments Trading Act. This information was publicly communicated on 23 April
2015 at 08:00 CEST.

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