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Mark Kerekes to the Board of Directors of Meyer Burger - no increase in total remuneration
Voting recommendation of the shareholder group around Sentis Capital with detailed justification for the agenda of the extraordinary general meeting of Meyer Burger Technology (MBT) on 30 October 2019.
1. Election of an additional member of the Board of Directors
Proposal of the shareholder group: Election of Mr Mark Kerekes (born May 30, 1976, resident in Zug (CH), Austrian citizen) as a member of the Board of Directors with a term of office until the end of the next Ordinary General Meeting.
Voting recommendation of the shareholder group around Sentis Capital: YES
The election of a genuine owner representative to the Meyer Burger Board of Directors is urgent.
Since the last Annual General Meeting on 2 May 2019, Meyer Burger has lost a lot of investor confidence.
At this Annual General Meeting, the management still spoke in the most positive terms of machine sales and a "billion pipeline".
Since then, the order pipeline has dried up, turnover has fallen by half and the share price has almost halved within two months of the Annual General Meeting.
On 22 July 2019, Meyer Burger announces the "review of all strategic options".
Only 23 days later, on 15 August 2019, the result of the evaluation is announced: Meyer Burger plans a strategic collaboration with the solar module manufacturer REC Solar, based on "adequate exclusivity".
After the letter from Sentis Capital dated 10 September 2019, Meyer Burger replaced the "adequate exclusivity" and "downstream partner" with the words "exclusive partnership agreements" in its press release on 23 September 2019.
This results in four different communication strategies to the shareholders of Meyer Burger since the Annual General Meeting and represents a strategic change of direction of 180 degrees within a very short time.
Meyer Burger's situation has therefore changed significantly since the last Annual General Meeting: Meyer Burger has opted for a strategic reorientation and will only sell HJT and SmartWire heterojunction technology to a few selected customers in the future. In return, Meyer Burger would like to receive a profit share for the enormous cost and price advantages that its technology offers to these selected customers under the condition of "exclusivity". Such a strategic thrust has long been supported by Sentis Capital, as the Board of Directors and management of Meyer Burger know from discussions and correspondence with Sentis.
We are convinced that this strategic change, especially if several "exclusive partnership agreements" can be concluded, can have enormous potential for Meyer Burger shareholders.
Our comprehensive analyses show that a circle of exclusive partners can achieve enormous profits due to the "exclusivity" with Meyer Burger technology. The crucial question is: How high will Meyer Burger's profit participation be in return for the "exclusivity"?
Despite the announcement of the strategic change of direction, the share price does not react, but remains significantly below the company's valuation at the time of the rescue from insolvency in December 2016.
The fact that the share price does not react to this announcement shows massive distrust on the part of the capital market as to whether management and the Board of Directors will be able to negotiate an advantageous deal for Meyer Burger and its shareholders despite the enormous potential.
Therefore, in this phase, which is so crucial for Meyer Burger shareholders, a shareholder representative is needed who ensures in the Board of Directors that the interests of the owners are protected, who have taken enormous risks with their investment in Meyer Burger with their own money and want to be compensated for it. Anyone who has invested their own money here understands that in this situation a shareholder representative on the Board of Directors is required.
As soon as the deal with REC Solar has been finalized, a Capital Market Day must be held immediately in order to give all interested investors the opportunity to get a comprehensive picture of Meyer Burger's new business model at the same time - in order to prevent an asymmetrical flow of information to various market participants.
Since our shareholder group is by far the largest shareholder of Meyer Burger, we are bound to all shareholders of Meyer Burger to propose a suitable candidate as shareholder representative.
The request has been expelled. In the past, Meyer Burger's Board of Directors has massively destroyed enterprise value with M&A transactions and the execution of the minority stake in Oxford PV in April 2019 even resulted in a criminal investigation by the public prosecutor's office in Bern.
Mark Kerekes wants to help build a bridge between Meyer Burger and the capital market as quickly as possible and regain investors' lost trust. The negative development of the share price and the massive increase in loaned shares (indicator of short selling) since the Annual General Meeting on 2 May 2019 demonstrate the loss of confidence of the capital market in Meyer Burger's Board of Directors.
Ultimately, all shareholders, not just the members of this shareholder group, benefit from the building of trust. In the event of an election, Mark Kerekes sees himself as a representative of all shareholders, in accordance with Swiss company law.
The fact that the Board of Directors of Meyer Burger refuses by far the largest minority group a seat on the Board of Directors is incomprehensible in principle - especially since it complies with international standards of modern Corporate Governance that an important shareholder group can appoint an owner representative to the Board of Directors. In countries such as Italy and Portugal there is even a legal right to it. Mark Kerekes would not be the first shareholder nominated board member in Switzerland. Examples in Switzerland include Autoneum, ABB, Ascom, Comet and Calida.
It is regrettable that the company is spending a lot of resources on a defamation campaign instead of welcoming a dedicated shareholder representative to the Board of Directors.
Increase of the approved aggregate amount of compensation of the Board of Directors for the business year 2020 by CHF 75,000 to CHF 825,000.
Voting recommendation of the shareholder group around Sentis Capital: NO
Mr. Kerekes and the shareholder group around Sentis Capital PCC have already publicly announced that the remuneration of the Board of Directors does not need to be increased as Mr. Kerekes waives his fee. Nevertheless, if Mark Kerekes is elected, the Board of Directors of Meyer Burger Technology Ltd would like to increase the remuneration by CHF 75,000 in order to pay Mr Kerekes Board remuneration.
According to the remuneration report of Meyer Burger Technology Ltd, the fixed remuneration of a member of the Board of Directors without committee activity in 2017 and 2018 amounted to CHF 39,500 per year plus extra expenses and not CHF 75,000 per year. We generally reject the allocation of bonus shares to the Board of Directors and management as long as Meyer Burger suffers losses. The current total remuneration of CHF 750,000 means an average remuneration of CHF 187,500 per board member, which is far more than sufficient in view of an SME with around 1,000 employees.
Should the Board of Directors insist on paying him compensation in the event of Mr Kerekes being elected, the total compensation of CHF 750,000 would be more than sufficient to accommodate the budget for CHF 39,500 fixed compensation of an additional board member.
Document title: Sentis_aoGV_Recommendation_11.10.2019
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