Basel, 26 March 2024 2024. zCapital AG, headquartered in La Zug, proposes to the Annual General Meeting on 26 April 2024 that restrictions on registration and voting rights at Baloise Holding AG be lifted. Baloise’s board of directors encourages shareholders to vote and recommends the rejection of zCapital’s proposals. The Board gives the option to amend the corresponding provisions of the Articles of Association at the 2025 Annual General Meeting.
On February 21, 2024, asset manager zCapital submitted proposals to the board of directors to lift legal restrictions on registration and voting rights.
The restriction of registration and voting rights was introduced through Baloise shareholders in order to ensure the widest conceivable shareholder approval for vital resolutions, protect the rights and interests of small and medium-sized shareholders, and allow Baloise to pursue an independent business path.
Taking into account the interests of stakeholders and the comments obtained so far, the Board of Directors believes that the full lifting of the registration and voting rights restrictions without replacement proposed through zCapital is not in the long-term interest of Baloise and the majority. of its shareholders:
The Board of Directors encourages shareholders to vote at the Annual General Meeting on April 26, 2024 and recommends, as set forth above, that zCapital’s proposals be rejected at the Annual General Meeting on April 26, 2024.
The Board of Directors will compare in detail and in discussion with our shareholders the constructive comments and proposals of our shareholders and other stakeholders on this matter. This will allow the Board of Directors to present a proposal to shareholders at the next Annual General Meeting on 25 April 2025 that Baloise will be able to adjust the registration and voting restrictions, taking into account both the comments and proposals and the voting behaviour of the shareholder teams at the next General Meeting.
Here you will find the proposals of zCapital AG as well as detailed advice from the Board of Management for the 2024 Annual General Meeting of Baloise Holding AG.
Documents for the Annual General Meeting of Baloise Holding AG will be sent on April 3, 2024. Shareholders may, until April 23, 2024 at 8 a. m. , request an access price ticket via the Internet or grant a power of attorney and orders to the independent proxy advisor. . Since April 4, 2024, the online portal “GVMANAGER” has been available on the www. baloise. com/annual-general-meeting website for this purpose. On the website, use your private access code or the QR code in the “Registration/Mandate/Voting Instructions” form.
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