Decisions of the Annual General Meeting of the Shareholders of Day
Software Holding AG
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Basel, Switzerland, May 15, 2008 - Today's annual shareholders
meeting of Day Software Holding AG approved all proposals. The
following proposals were presented by the board of directors:
1. Annual Report, Annual Financial Accounts, Group Accounts as well
as Report of the Auditors and Group Auditors for the fiscal year 2007
The Board proposes to approve the Annual Report, the Annual Financial
Accounts and the Group Accounts for the fiscal year 2007 as well as
to accept the Report of the Auditors and the Group Auditors for the
fiscal year 2007.
2. Indemnification of the Board and the Senior Management
The Board proposes to indemnify all members of the Board of Directors
and the managing directors.
3. Appropriation of the Annual Result
The Board proposes the following appropriation of the accumulated
earnings of CHF 1'372'391.00 :
- Allocation to General Reserve: CHF 85'000.-
- Profit to be carried forward 1'287'000.-
4. Election of the Board of Directors
4.1 Re-election of members of the Board of Directors
The Board proposes the re-election of Mr Ariel Luedi for an
additional term of three years.
4.2 Election of an additional member of the Board of Directors
The Board proposes the election of Mr Erik Hansen, Danish citizen,
living in Speicher AR, Switzerland, as an additional member of the
Board of Director of the Company.
5. Election of the Auditors and the Group Auditors for the fiscal
year 2008
The Board proposes the election of BDO Visura, Zürich, as ordinary
auditors according to Art. 727ff OR and group auditors according to
Art. 731a OR for the fiscal year 2007. The Board proposes the
election of BR Wirtschaftsprüfungsgesellschaft mbH as additional
auditors with the limited task of auditing capital increases
according to Art. 652f, 653f and 653i of the Swiss Code of
Obligations (OR) for an additional term of one year.
6. Authorized Capital
The Board proposes to renew the authorized capital of currently
CHF 6'760'000.00 and to increase it at the same time to
CHF 7'185'000.00 i.e. to replace Article 3bis of the Ar ticles of
Association by the following:
"The Board of Directors is authorized to increase the share capital
at any time until 14 May 2010 by a maximum amount of CHF 7'185'000.00
by issuing shares not exceeding the amount of 718'500 fully paid up
shares with a par value of CHF 10.00 each. Increases by way of fixed
sale and increases by partial amounts are permitted. The Board of
Directors shall set the issuing price per share, the date of
commencement of entitlement to dividends and the type of
contributions. The Board of Directors is authorized to exclude the
pre-emptive rights of the shareholders for important reasons and
assign these to third parties, particularly for a) the acquisition of
a business or part of a business by way of share exchange b) for the
financing of the acquisition of a business, part of a business,
participation or new investments of the Company c) for granting of a
participation to employees or (d) for strategic partnerships."
7. Conditional Capital
The Board proposes to increase the conditional capital from currently
CHF 5'921'370.00 to CHF 7'185'000.00 i.e. to replace the current Art.
3ter of the Articles of Association by the following:
"The share capital is increased by issuing shares not exceeding the
amount of 718'500 fully paid shares with a par value of CHF 10.00
each. The share capital is increased by an amount not exceeding
CHF 7'185'000.00 by exercising of options which have been assigned to
employees of the Company according to the stock option plan of the
Board of Directors. The preemptive rights of the shareholders are
excluded."
8. Formal Amendments to the Articles of Association
8.1 Resolutions at the General Meeting
The Board of Directors proposes expanding the list of resolutions
whose passage legally requires a quorum of at least two-thirds of the
votes represented and an absolute majority of the par values of
shares represented. In particular, the Board proposes the following
amendment to Article 13 Paragraph 2 of the Articles of Association:
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| Current Version | Proposed Amendment |
|---------------------------------+---------------------------------|
| Art. 13 Paragraph 2 | Art. 13 Paragraph 2 |
| A quorum of at least two-thirds | A quorum of at least two-thirds |
| of the votes represented and an | of the votes represented and an |
| absolute majority of the par | absolute majority of the par |
| values of shares represented is | values of shares represented is |
| required by law for the | required by law for the |
| following resolutions: | following resolutions: |
| | |
| ... | ... |
| 8. the dissolution of the | 8. the dissolution of the |
| Company without liquidation. | Company; |
| | 9. Mergers, split-ups and |
| | reorganizations so long as such |
| | a quorum is necessary according |
| | to the relevant provisions |
| | contained in the Swiss Merger |
| | Act. |
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8.2 Provisions Applying to Statutory Auditors
The Board of Directors proposes amending a certain provision applying
to statutory auditors and repealing another so as to establish
compliance with the relevant legal provisions. The following articles
of the Articles of Association are to be renumbered accordingly and
the references to the renumbered articles are also to be changed
accordingly. In particular, the Board proposes the following
amendments to Title C and to Articles 22 Paragraph 2 and Article 23
of the Articles of Association:
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| Current Version | Proposed Amendment |
|--------------------------------------+----------------------------|
| Title | Title |
| C. The Auditors / The Auditors of a | C. The Auditors / The |
| Conglomerate | Auditors of a Conglomerate |
| Art. 22 Paragraph 2 | Art. 22 Paragraph 2 |
| The Auditors have the rights and | The Auditors have the |
| duties pursuant to Art. 727 et seq. | rights and duties pursuant |
| SCO | to Art. 728 et seq. SCO. |
| | |
| Art. 23 The Auditors of a | Art. 23 |
| Conglomerate | (repealed) |
| The General Meeting shall elect | |
| Auditors of a Conglomerate for the | |
| term of the business year. Their | |
| powers and duties are subject to the | |
| legal provisions. | |
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8.3 Board of Directors
The Board of Directors proposes repealing the stipulation according
to which the members of the Board of Directors must be shareholders
so as to establish compliance with the relevant legal provisions. In
particular, the Board proposes the following amendment to Article 15
Paragraph 1 of the Articles of Association:
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| Current Version | Proposed Amendment |
|----------------------------------+--------------------------------|
| Art. 15 Paragraph 1 | Art. 15 Paragraph 1 |
| The Board of Directors shall be | The Board of Directors shall |
| composed of one or several | be composed of one or several |
| members, who must be | members. They shall be elected |
| shareholders. They shall be | by the General Meeting for |
| elected by the General Meeting | three years and are eligible |
| for three years and are eligible | for re-election. The term of |
| for re-election. The term of | office shall end on the day of |
| office shall end on the day of | the ordinary General Meeting. |
| the ordinary General Meeting. In | In the event of by-elections, |
| the event of by-elections, the | the new members of the Board |
| new members of the Board of | of Directors complete the term |
| Directors complete the term of | of office of their |
| office of their predecessors. | predecessors. |
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About Day - www.day.com
Day is a leading provider of integrated content, portal and digital
asset management software. Day's technology Communiqué offers a
comprehensive, rapidly deployable framework to unify and manage all
digital business data, systems, applications and processes through
the web.
Day is an international company, founded in 1993, and listed on the
SWX Swiss Exchange (SWX:DAYN) since April 2000. Day shares are also
traded Over the Counter (OTC) in the form of American Depositary
Receipts (OTCQX:DYIHY). Day's customers are some of the largest
global corporations and include Audi, Daimler, Deutsche Post World
Net, Deutsche Bank, InterContinental Hotels Group, McDonald's and
Volkswagen.
For Further Information
Peter Nachbur
Day Software AG
Barfuesserplatz 6
4001 Basel, Switzerland
T +41 61 226 98 98
peter.nachbur@day.com
The German text of this media release is the binding version.
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Day Software Holding AG
Barfüsserplatz 6 Basel Schweiz
WKN: 936168;
ISIN: CH0010474218; Index: SPI, SPIEX, SSCI;
Listed: Main Market in SWX Swiss Exchange;
