Statement of the EGM of Elemental Holding
In connection with resolutions adopted during the Extraordinary General Meeting of Shareholders of Elemental Holding on 23 January 2019, we wish to inform that the shareholders’ intention is to ensure maximally transparent cooperation with all stakeholders of the Company, including financial institutions.
Majority shareholders of the Company had positive approach to the postulate regarding introduction of two new members to the Supervisory Board. The key issue, however, is fulfillment of the requirement of independence of these members, in particular lack of direct connections to the day-to-day management of assets on the capital market. Connections of this type, if any, give rise to doubts in the field of insider trading, which is important for both the transparency of the Company and its current operations.
According to the request for convening the Extraordinary General Meeting of Shareholders, the requesting institutions hold a total of 20.33% of the Company's share capital, however, they failed to submit a notice that they act in concert in accordance with law1. Still, there is no doubt that the requesting institutions acted in concert, because only then do they have the following powers:
the right to request convening a general meeting under Article 385 § 3 of the Code of Commercial Companies and Partnerships
the right to elect a Supervisory Board member by voting in groups
Moreover, the requesting institutions acted through the same representative and the manner of exercising voting right at the general meeting confirms acting in concert.
It is crucial that the shareholders' agreement to vote in concert entered into to protect rights of minority shareholders may exercise voting rights from shares covered by the above-mentioned agreement, provided that the obligation to inform of exceeding the applicable voting threshold has been fulfilled2
Therefore, the resolutions adopted by the requesting institutions are not legally valid. At the same time, we call on financial institutions to propose candidacies of independent members of the Supervisory Board in order to carry out a transparent and effective supervision process.
Shareholders of Elemental Holding SA
1. Art. 69 para. 1 point 1 and Art. 87 para. 1 point 5 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Act on Public Offering)
2. Art. 90 para. 2 of the Act on Public Offering