Niesenbahn General Assembly. After 100 Years, New Shares, More Rights For Shareholders

The general assembly of NIESENBAHN AG on April 26, 2021 took place without shareholders due to the COVID-19 pandemic. The voting and election rights were exercised via a voting right representative. With the revision of the Articles of Association in 2011, the share structure from 1923 was adjusted and a “project of the century” was completed. The General Assembly elects the Chairman and the Board of Directors annually in future.

The General Assembly on April 26, 2021 lasted just under half an hour. The approximately 850 shareholders were represented by the independent proxy, notary Ueli Brunner. As “usual”, the Board of Directors was able to welcome around 480 shareholders and guests. Accordingly, it was not possible to explain the demanding amendment to the articles of association with the reform of the 100-year share structure to the shareholders.

The “project of the century” is coming to an end

Due to a change in the law, all unlisted stock corporations must convert their bearer shares into registered shares by May 1, 2021 (Art. 622 OR). The shareholders were informed about the project at the last General Meeting on August 18, 2020. The ordinary General Meeting on April 26, 2021, approved the conversion of the bearer share to registered share, with a participation of around 60 percent and 90 percent yes (this corresponds to 467 shareholder votes or 9923 share votes). In the remaining items on the agenda, the shareholders followed the proposals of the Board of Directors. Décharge was granted with 98.6 percent of the votes, which the board of directors and management take note of with goodwill.

Chairman of the Board of Directors elected for the first time by the meeting

With the adoption of the new Articles of Association, the General Assembly had the opportunity for the first time in its 110-year history to directly elect the Chairman of the Board of Directors; so far the board of directors has constituted itself. With 97.9 percent of the votes, Dr. Daniel Fischer, member of the Board of Directors and President of Niesenbahn AG since 2002, confirmed in office. The election of the board members Martin Andres (Vice President), Marc Allenbach, Hans Martin Hadorn and Philipp Näpflin was also undisputed. The annual elections for the President and the Board of Directors are now planned. Dr. Daniel Fischer says: “With the annual election of the Board of Directors and President, we give shareholders the extensive right to express their approval directly every year.

Abolished 1923 rights and flexible dividend

The 2011 statutes were completely renewed and adapted to the zeitgeist. In addition to the conversion of bearer and registered shares required by law, the shareholders have approved the introduction of the unitary share. This will abolish two previous rights of the priority shareholders from 1923. Priority shares were previously treated with a five percent dividend versus a four percent dividend for ordinary shares. In addition, the priority shareholders had a right to any liquidation result. Another new feature is that the General Meeting can flexibly determine the dividend at the request of the Board of Directors. With the reform, the number of shares remains unchanged at 13,717, as does the nominal value of 100 francs. Niesenbahn shares are currently trading at between CHF 600 and CHF 800.

Complex share swap is imminent

In the next few weeks, the 860 shareholders of Niesenbahn AG will be informed about the exchange procedure. The previous historical shares will be devalued and converted into book values. The shares that have been declared invalid can remain in the possession of the shareholders if they so wish. Until autumn 2024, previously unknown Niesenbahn shares can still be registered, after which the conversion will be final and legally completed.

Key figures 2020 ("COVID-19 year")

Further information: www.niesen.ch/aktionaere