CEVA Logistics AG: Notice of Annual General Meeting

CEVA Logistics AG / Keyword(s):
AGMEGM
04.04.2019 / 07:00

Release of an ad hoc announcement pursuant to Art. 53 KR
The issuer is solely responsible for the content of this announcement.


Baar, Switzerland 4 April, 2019 -The Board of Directors of CEVA Logistics AG ("CEVA") has sent out today the invitation to the first Annual General Meeting ("AGM") of CEVA to its shareholders. The AGM will take place on Monday, 29 April, 2019, at 15.00 CET at Lorzensaal, Dorfplatz 3, 6330 Cham, Switzerland. The AGM will vote to approve CEVA's 2018 financial results and will appoint new board members, a new board chairman, the members of the compensation committee, CEVA's auditors and the independent proxy for the period from the AGM through the next Annual General Meeting.

The agenda of the AGM will cover standard items required to be approved by the AGM pursuant to CEVA's articles of association. The AGM invitation has been sent to all CEVA's shareholders who were registered with the share register as of 4 April, 2019 and, consequently, also to some shareholders who tendered their shares in the public tender offer (the "Tender Offer") made by CMA CGM S.A. ("CMA CGM"). Since the CMA CGM Offer will likely settle on 16 April, 2019 prior to the AGM, tendering shareholders will no longer be shareholders at the time of the AGM and hence will not be entitled to exercise their voting rights or attend the AGM.

Election of New Board Members and of a new Chairman
Given its anticipated shareholding at the AGM, CMA CGM will have the ability to designate and elect the candidates for the Board of Directors. CMA CGM has contractually agreed to retain three members of the Board of Directors who are independent from CMA CGM. The three independent directors proposed for (re-) election are Rolf Watter, Emanuel R. Pearlman and Béatrice de Clermont-Tonnerre. In the meantime, Marvin O. Schlanger, Victor Balli, Dr. Rosalind Rivaz and John F. Smith will not stand for re-election.

Re-election of current members of the Board of Directors
The Board of Directors proposes the re-election of Daniel Hurstel, Emanuel R. Pearlman, Rodolphe Saadé and Rolf Watter as members of the Board of Directors for a one-year term of office from the AGM until the next Annual General Meeting. As previously announced, it is further proposed that Rodolphe Saadé be elected Chairman of the Board of Directors and that Rolf Watter be elected and serve as Vice Chairman of the Board of Directors.

Election of new members of the Board of Directors
The Board of Directors proposes the election of the following persons individually as members of the Board of Directors for a one-year term of office from the AGM until the next Annual General Meeting:

a) Béatrice de Clermont-Tonnerre

Béatrice de Clermont-Tonnerre (independent Board member) has been serving as Google's director for AI Partnerships since July, 2018. She is based at the AI Research Center in Paris and engages with Nation States and top EMEA companies on Machine Learning solutions. From 2013 to 2018 she was Southern Europe Director for monetisation at Google, covering France, Spain and Italy.

b) Farid Salem

Mr. Salem has been designated by CMA CGM to serve as a member of the Board of Directors. He currently serves as Special Advisor to the Chairman and CEO of CMA CGM and has been affiliated with the CMA CGM Group since its origins.

c) Michel Sirat

Mr. Sirat has been designated by CMA CGM to serve as a member of the Board of Directors. He joined CMA CGM as Group Chief Financial Officer in June, 2011 and was appointed Group Chief Financial & Performance Officer in January, 2017. Prior to joining CMA CGM, Mr. Sirat held various positions from 2000 to 2011 in the GDF SUEZ Group.

Election of the members of the Compensation Committee 
The Board of Directors proposes the election of Rodolphe Saadé and Rolf Watter individually as members of the Compensation Committee for a one-year term of office from the AGM until the next Annual General Meeting.

Election of the Auditors
The Board of Directors has engaged a selection process to determine which audit firm it will nominate to be elected as CEVA's independent auditor from the AGM until the next Annual General Meeting. The Board of Directors will announce its proposal before 29 April, 2019 on CEVA's website.

For further information, please review the full AGM invitation, which is available on CEVA's website at https://www.cevalogistics.com/investors/shareholders

For additional information please contact: 

Investors:
Pierre Benaich
SVP Investor Relations
pierre.benaich@cevalogistics.com
+41 41 547 0048

Media:
Matthias Hochuli
Group Head of Marketing and Communications
matthias.hochuli@cevalogistics.com
+41 41 547 0052

Cathy Howe
Pilot Marketing
ch@pilotmarketing.co.uk
Tel: +44 (0)208 941 5381



CEVA - Making business flow
CEVA Logistics, a global asset-light third-party logistics company, designs and operates industry leading supply-chain solutions for large and medium-size national and multinational companies. Its integrated network in Freight Management and Contract Logistics spans more than 160 countries. Approximately 58,000 employees are dedicated to delivering effective solutions across a variety of industry sectors where CEVA applies its operational expertise to provide best-in-class services. CEVA generated revenue of US$ 7.4 billion and Adjusted EBITDA of US$ 260 million in 2018. CEVA Logistics is listed on SIX Swiss Exchange under ticker symbol CEVA. For more information, please visit www.cevalogistics.com.

 
End of ad hoc announcement