Panalpina to look into voting rule change following shareholder request

posted on 26th February 2019 by Justin Burns
Panalpina to look into voting rule change following shareholder request

Panalpina said it has received a request of its major shareholder Ernst Göhner Foundation (EGF) to implement the ‘One Share – One Vote’ standard at an extraordinary shareholders’ meeting to be held prior to the annual general meeting.

EGF is the freight forwarder’s largest shareholder and is requesting to amend the articles of association of Panalpina by lifting the five per cent registration restriction and the five per cent voting restriction.

Panalpina’s said its board of directors complies with this request and will announce the formal invitation to the extraordinary shareholders’ meeting in due course.

Since the company’s IPO in 2005, EGF was always admitted with all its shares in all shareholders’ meetings on the basis the five 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).

Panalpina also said: “The implementation of the One-Share, One Vote standard will render the practice of the Company exempting EGF from the 5% 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.

“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% must be applied to all shareholders and, hence the voting power of EGF must be reduced to 5%.

“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.”