Montana Aerospace AG (the “Company”) and its operating subsidiaries (the “Group” or “ Montana Aerospace ” ), a leading, highly-vertically integrated manufacturer and supplier of system components and complex assemblies for the aerospace, e-mobility and energy industries with worldwide engineering and manufacturing operations, will publish the agenda for the upcoming Annual General Meeting of shareholders (AGM) of 18 May 2022 on 21 April 2022.
In accordance with the Swiss Federal Council’s COVID-19 Ordinance 3 and as a precautionary measure, the Board of Directors has decided that shareholders will not be permitted to attend the meeting in person. Shareholders will instead be able to exercise their voting rights through the independent voting rights representative. Voting rights can be given to the independent voting rights representative in writing or via the electronic shareholder portal.
Among other items, the agenda will include the re-establishment of an authorized capital of CHF 5,000,000 and its extension until 18 May 2024 and of a new conditional capital for financing purposes in the reduced amount of CHF 1,000,000 to ensure the necessary flexibility in line with the management’s duty of acting to the best interest of the Company. The previous authorized capital in the original amount of CHF 10,000,000 was reduced to CHF 168,400 as part of the capital increase of November 19, 2021 in the amount of CHF 5,400,000 in connection with the placement of new shares and the capital increase of April 7, 2021 in the amount of CHF 4,431,600 in connection with the acquisition of ASCO. The existing conditional capital for financing purposes in the amount of CHF 5,000,000 was completely used in November 2021 for the purpose of converting a hybrid loan of the majority shareholder Montana Tech Components AG granted to Montana Aerospace AG. Nonetheless, currently and mid-term, no issuance of new shares from the authorized / conditional capital is planned.
Further items include a motion to approve a total maximum amount of EUR 2,400,000 for the remuneration of the Board of Directors for the period until the next Annual General Meeting. The proposed maximum amount covers the period from this ordinary shareholders‘ meeting until the next ordinary shareholders‘ meeting and is expected to be used in the amount of up to EUR 400,000 for the fixed total remuneration of the Board of Directors and in the amount of up to EUR 2,000,000 for a remuneration by means of shares / options, for the entire granted five-years MSOP period. For the maximum remuneration by means of shares / options, the value of stock options under IFRS for the entire five-years period is the relevant value, in accordance with the compensation report published in the annual report (total numbers of options granted multiplied by fair value of options on grant date).
Additionally, a motion concerning a total maximum amount of EUR 10,000,000 for the remuneration of the Management Board for the period from 1 January 2022 to 31 December 2022 is included. The proposed maximum amount is expected to be used in the amount of up to EUR 4,500,000 for the fixed and variable total remuneration of the Management Board and in the amount of up to EUR 5,500,000 for a remuneration by means of shares / options for the entire granted five-years MSOP period. For the maximum remuneration by means of shares / options, the value of stock options under IFRS for the entire five-years period is the relevant value, in accordance with the compensation report published in the annual report (total numbers of options granted multiplied by fair value of options on grant date).
The proposed increase in the maximum amounts shall lay the foundation for the Company to possibly expand part of the existing Management Stock Option Program, currently being exclusively granted by the Company’s principal shareholder Montana Tech Components AG, and/or to create own shares / options participation plans of the Company for members of the Board of Directors and the Management Board.
The motions proposed by the Board of Directors and further information on the annual meeting will be available on 21 April 2022 on the investor relations webpage of the Company at https://www.montana-aerospace.com/investors/.
Statements contained herein may constitute “forward-looking statements”. Forward-looking statements are generally identifiable by the use of the words “may”, “will”, “should”, “plan”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “goal”, “aim” or “target” or the negative of these words or other variations of these words or comparable terminology.
Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause the Company’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.
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