15 May 2024
Results of the Annual General Meeting of GAM Holding AG
- All proposals put forward by the Board of Directors approved
- Approval of an ordinary capital increase in form of a rights issue with the commitment of underwriting of up to CHF 100 million by Rock Investment SAS
- Chairman and all existing members of the Board of Directors re-elected
- Three new independent non-executive Directors elected to the Board of Directors
At the Annual General Meeting held on 15 May 2024, the shareholders of GAM Holding AG approved all the proposals put forward by the Board of Directors. Shareholders who were unable to attend the Annual General Meeting could give their voting instructions to an independent proxy; 53% of the total 159,682,531 shares were represented in comparison with 43% in 2023. The management report, the annual company’s and consolidated financial statements were approved, and shareholders discharged the members of the Board of Directors elected at the EGM on 27 September 2023 and the Group Management Board for the financial year 2023. The compensation and sustainability reports for 2023 were approved in a non-binding consultative vote.
Capital increase, conditional capital for equity plans and capital band approved
To support the implementation of GAM’s strategy, the Board of Directors proposed an ordinary capital increase. The proposed rights issue will be offered to all existing shareholders and will be, if necessary, fully underwritten up to CHF 100 million by Rock Investment SAS, a group company of GAM’s anchor shareholder NJJ Holding SAS. This will effectively capitalise the loan facility granted by Rock Investment SAS and provide enhanced long-term stability for GAM. The Swiss Takeover Board granted an exemption from the requirement to make a tender offer if Rock Investment SAS exceeds the threshold of 33 1/3 of the voting rights of GAM Holding AG after the execution of the rights offering.
In addition, shareholders approved the introduction of conditional share capital to enable the issue of shares to meet obligations under Board of Directors or employee incentive plans. Shareholders also approved that subject to the ordinary capital increase, the capital band will be adjusted in the company’s Articles of Incorporation.
Re-elections and elections to the Board of Directors
Antoine Spillmann was re-elected as Chairman of the Board of Directors and Carlos Esteve, Anthony Maarek and Jeremy Smouha as members of the Board of Directors. All three nominated non-executive candidates, Inès de Dinechin, Anne Empain and Donatella Ceccarelli, were newly elected to the Board of Directors. All members of the Board of Directors were elected for a term of office until the end of the Annual General Meeting 2025.
Compensation decisions
Shareholders also approved the compensation and retrospective share-based compensation of the Board of Directors as well as the fixed compensation of the Group Management Board for the financial year 2024 and its one-off share-based retention award. The Board of Directors did not propose any variable compensation to be paid to the Group Management Board for the financial year 2023.
Antoine Spillmann, Chairman of the Board of Directors, said: “On behalf of the Board of Directors, I would like to thank our shareholders for their trust and support. With today's Annual General Meeting and the shareholders' approval of all proposed agenda items, we have taken another important step in the turnaround of the company. This sets the course for the continued implementation of our strategy and paves the way for stability, sustainable growth and profitability for the long-term future of GAM. I am particularly pleased to welcome the new members to the Board of Directors and am convinced that they will contribute their in depth industry expertise and support GAM’s commitment to foster diversity, equity and inclusion."
The detailed results of the agenda items are available at the end of this press release.
Further information relating to the Annual General Meeting of GAM Holding AG including the biographies of the elected Board of Directors can be found at www.gam.com/agm2024.
Upcoming events:
| 8 August 2024 | Half-year results 2024 |
For further information please contact:
| Media Relations Ute Dehn Christen T +41 58 426 31 36 |
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| Investor Relations Richard McCallum T +44 (0) 207 917 24 01 |
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Visit us at: www.gam.com
About GAM
GAM is an independent investment manager that is listed in Switzerland. Total assets under management were CHF 63.8 billion as of 31 December 2023, with Investment Management at CHF 19.3 billion and Fund Management Services at CHF 44.7 billion. As of 31 January 2024, Fund Management Services were successfully transferred to the Carne Group. GAM has global distribution with offices in 14 countries and is geographically diverse with clients in almost every continent. Headquartered in Zurich, GAM Investments was founded in 1983 and its registered office is at Hardstrasse 201 Zurich, 8037 Switzerland.
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