Talkpool AG invites its shareholders to attend the Annual General Meeting
Invitation to remotely attend the AGM of Talkpool AG on the 8th of June 2022
Talkpool AG invites its shareholders to remotely attend the Annual General Meeting via videolink on the 8th of June 2022 from 10 o’clock until latest 11 o’clock. The meeting will be streamed from Talkpool’s headquarters at Gäuggelistrasse 7, 7000 Chur, Switzerland. Shareholders should beforehand instruct the independent representative about voting preferences.
This is a summary. The full invitation and registration documents are available from the 19th of May 2022 on Talkpool’s website https://talkpool.com/financial-calendar/#investor
Agenda
1. Approval of last year’s Minutes of the 19th Annual General Meeting on 6th of May 2021
2. Auditor’s report
3. Acceptance of the Financial Statement, the Annual Accounts for 2021 and the Remuneration Report for 2021
4. Appropriation of available earnings for the parent company Talkpool AG
Annual loss CHF 1’784’417
+ accumulated previous loss CHF 6’954’977
Reserve CHF 0
Loss carryforward CHF 8’739’394
5. Amending the Articles of Association
The Board of Directors proposes to authorize new share capital according to the Swiss bi-annual process of expired authorized share capital through approving:
Article 3a: Authorized Capital (“Genehmigtes Kapital”)
The Board of Directors is authorized until the 7th of June 7 of 2024 to increase the share capital of the company by a maximum of CHF 169’452 by issuing a maximum of 3’389’040 fully paid-up registered shares with a nominal value of CHF 0.05 each.
Article 3b, 1st Paragraph: Conditional Capital (“Bedingtes Kapital”)
The conditional share capital of the company will be increased by the maximum amount of CHF 169’452 while excluding the subscription rights of the shareholders by issuing a maximum of 3’389’040 fully paid-up registered shares with a nominal value of CHF 0.05 each. The conditional capital can be used for converting loans to shares, share options or similar.
6. Discharge of the members of the Board of Directors and the Executive Committee
7. Elections:
i. Election of the members of the Board of Directors
existing: Stan Schreuder, Oliver Guggenheim, Dr. Nico Tschanz and Magnus Sparrholm
no new candidates for the board
ii. Election of the Chairman of the Board
existing: Magnus Sparrholm
iii. Election of the members of the Remuneration Committee
existing: Stan Schreuder and Magnus Sparrholm
iv. Election of the Auditing Body for the 2022 financial year
existing: Grand Thornton
v. Election of the Independent Proxy Representative
same as last year: Mr Gabrieli, Hinterm Bach, Chur
8. Approve the total amount of future compensation for the Board of Directors
Proposal by the Board of Directors: Approval of the total amount of remuneration for the Board of Directors of up to CHF 50,000 until the 2023 Annual General Meeting.
9. Approve the total amount of future executive compensation
Proposal by the Board of Directors: Approval of the total amount of remuneration for the management of a maximum of CHF 600,000 until the 2023 Annual General Meeting.
10. Approval of variable remuneration of the management for the financial year 2022. Proposal by the Board of Directors: Approval of the total amount of variable remuneration for the management of a maximum of CHF 60,000 for the 2022 financial year.
11. Miscellaneous
Voting and participation at the AGM during Covid-19 pandemic
Registered shareholders with voting rights who are registered in the Share Register on the 19th of May 2022 are entitled to attend the 20th AGM. Participating shareholders must confirm their participation no later than the 5th of June 2022. Note that shareholders only can participate via video link. Votes are given through the independent representative in advance. The full invitation, registration and minutes of meeting from last year can be found on https://talkpool.com/financial-calendar/#investor
The Board of Directors in Chur, Switzerland on the 19th of May 2022