Fourth Swisscom Ltd General Shareholders' Meeting in Zurich: Swisscom decides on capital reduction and statute changes
30 April 2002
At the fourth Swisscom General Shareholders' Meeting of 30 April 2002 in Zurich's Hallenstadion all proposals of the Board of Directors were accepted. For the 2001 financial year Swisscom will pay out CHF 11 per share as dividend and CHF 8 per share as capital reduction. The company's statutes have been amended to ensure shareholders have the same rights after reduction in par value.
1'469 shareholders took part in the fourth Swisscom Shareholders' Meeting of 30 April 2002 in Zurich's Hallenstadion who represent 62,12 percent of shareholder votes. The total number of Swisscom shareholders has risen within three years from around 51,000 to around 78,000 by mid-April 2002.
Capital reduction after share buy-back - statute changes protect shareholder rights
The shareholders approved the Annual Report, the consolidated statements and the financial statements for 2001 and the proposal of the Board of Directors to set the dividend at CHF 11 per share on which dividend is paid (net CHF 7.15, after deduction of withholding tax). There will be no dividend pay-out on the shares bought back in March 2002. Swisscom will therefore pay out a total dividend of CHF 728.2 million (gross). The net dividend will be paid to shareholders on 6 May 2002 at no charge. The dividend will be transferred to shareholders directly at the address given.
The General Shareholders Meeting accepted the destruction of shares obtained in the buy-back and a capital reduction of CHF 1.25 billion to CHF 1.125 billion. In addition the meeting accepted reduction in par value of CHF 8 per share. The pay-out to shareholders will be made in August 2002.
After capital reduction based on the share buy-back and the reduction in nominal value, Swisscom share capital stands at CHF 595.8 million and is divided into 66.2 million registered shares with a nominal value of CHF 9 per share.
To ensure that the rights of shareholders remain the same after the buy-back, the Shareholders' meeting accepted the proposed statute changes. According to the previous statutes the right to propose a motion and the right to request a written vote were granted to shareholders holding shares of a nominal value in excess of CHF 1 million. Without statute change the reduction of the nominal share value from CHF 25 to CHF 17 at the last General Shareholders' Meeting and the acceptance of the latest proposal for reduction of CHF 9 would have meant that more shares would have been required for entitlement to these rights. To protect the shareholders' rights, the Meeting agreed a proportional reduction of the threshold value from CHF 1 million to CHF 360,000.
The meeting formally gave approval to the members of the Board of Directors and the Executive Board for the 2001 financial year. PricewaterhouseCoopers AG was reappointed as auditor for a further year.