Panalpina says its largest shareholder, the philanthropic Ernst Göhner Foundation (EGF), has today requested the Board of Directors 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 5.0 per cent registration restriction and the 5.0 per cent voting restriction.
Panalpina’s Board of Directors says it has complied with this request and will announce the formal invitation to the extraordinary shareholders’ meeting in due course.
Since the Company’s IPO in 2005, the Foundation was always admitted with all its shares in all shareholders’ meetings on the basis that the 5.0 per cent 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 5.0 per cent 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,” the company says.
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 5.0 per cent must be applied to all shareholders and, hence the voting power of EGF must be reduced to 5.0 per cent.
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.
Panalpina is in the midst of an acquisition bid by Danish logistics company DSV, while at the same time is discussing a possible partnership with Kuwait-headquartered Agility.