Zur Rose Group AG / Key word(s): AGMEGM
06-Apr-2022 / 07:00 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.
|Frauenfeld, 6 April 2022
Ad hoc announcement pursuant to Art. 53 LR
Zur Rose Group AG publishes invitation to the Annual General Meeting of 28 April 2022
Zur Rose Group AG today published the invitation to the Annual General Meeting on 28 April 2022. This year's General Meeting will again be held without shareholders attending in person. Shareholders can exercise their rights only via the independent proxy.
Proposal for creation of authorized capital and increase of the conditional capital
In addition to the standard agenda items of the Annual General Meeting, the Board of Directors proposes the creation of authorized capital in the amount of 30 percent of the registered share capital and the increase of conditional capital for financings and other purposes to 20 percent of the registered share capital. Therewith, the Board of Directors aims to maintain the financial flexibility of the Zur Rose Group on the one hand and to be able to use, in each case, the appropriate financing instrument on the other hand. The exclusion of subscription or advance subscription rights shall be limited to a maximum of 10 percent of the share capital (so-called cumulative dilution cap). For the structuring of the employee participation plans in the future, the Board of Directors further proposes to increase the conditional capital for employee participations to 1.79 percent of the share capital. The corresponding proposals can be found under agenda items 4 to 7 of the invitation to the Annual General Meeting.
Election of the Board of Directors and the Chairman of the Board of Directors
As already communicated, CEO Walter Oberhänsli will be proposed to the Annual General Meeting for election as Chairman of the Board of Directors. President Prof. Stefan Feuerstein shall assume the role of Vice Chairman. At the same time, the two Board members Dr. Thomas Schneider (Vice Chairman) and Prof. Dr. Volker Amelung will not be standing for re-election. The Board of Directors also proposes that Rongrong Hu be elected as a new, independent member of the Board of Directors. If all persons proposed are elected, the Board of Directors will be reduced from currently seven to six persons and one third thereof will be female. This means that the goal communicated in the Annual Report 2020 of having at least 30 percent of the Board of Directors be female from 2023 onwards would be achieved one year earlier.
The invitation to the Annual General Meeting with the complete agenda is available at "zurrosegroup.com" | "Investors & Media" | "General Meeting of Shareholders" or at the following link: Annual General Meeting. The voting results will be published after the General Meeting.
Investors and analyst contact
Christoph Herrmann, Head of Investor Relations
Email: email@example.com, phone: +41 58 810 11 49
Lisa Lüthi, Head of Group Communications
Email: firstname.lastname@example.org, phone: +41 52 724 08 14
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28 April 2022 Annual General Meeting
18 August 2022 Half-Year Results
20 October 2022 Q3 Trading Update
Zur Rose Group
The Swiss Zur Rose Group is Europe's largest e-commerce pharmacy and one of the leading medical wholesalers in Switzerland. It also operates the leading marketplace in southern Europe for consumer health, beauty and personal care products commonly sold in pharmacies. The company is internationally present with strong brands, including Germany's best-known pharmacy brand, DocMorris, and employs more than 2,400 people at sites in Switzerland, Germany, the Netherlands, Spain and France. Now serving more than 12 million active customers in core European markets, Zur Rose generated external revenue of CHF 2,034 million in 2021.
With its business model, the Zur Rose Group offers high-quality, safe and cost-effective pharmaceutical care, as well as digital services relating to marketplaces, ecosystems, technology and telemedicine. In addition, Zur Rose is actively driving forward its positioning as a comprehensive healthcare service provider, with focus on building up and extending its European healthcare ecosystem networking qualified providers of products, services and digital solutions. Its ambition is to provide customer-centred health journeys so people are offered optimum supply and a range of medication and treatment options. By doing so, Zur Rose is pursuing its vision of creating a world where people can manage their own health in one click.
The shares of Zur Rose Group AG are listed on the SIX Swiss Exchange (securities number 4261528, ISIN CH0042615283, ticker ROSE). For further information, please visit zurrosegroup.com.
End of ad hoc announcement