Confirmation of Company’s strategic realignment
In a letter to shareholders, Meyer Burger Technology Ltd. (SIX Swiss Exchange: MBTN) today announced the Board of Directors‘ voting recommendation for the extraordinary Shareholders‘Meeting on October 30, 2019. A shareholder group headed by Sentis Capital PCC (“Sentis”) requests the election of Mark Kerekes, Co-Managing Director and Board member of Sentis, as member of the Meyer Burger Board of Directors. After an analysis of the proposal and the persons and interests behind Sentis, as well as extensive discussions with the candidate, the Board of Directors is unanimously recommending shareholders to reject the election of Mark Kerekes to the Meyer Burger Board of Directors.
In its letter to shareholders, the Board of Directors detailed its reasons for opposing the candidacy of Mark Kerekes. As a member of the Board of Meyer Burger, Mark Kerekes would gain access to intimate information about the company, which would lead to irreconcilable conflicts of interest since Kerekes is a member of the Board of the activist Sentis group. Sentis’ beneficial owner is the Russian billionaire Petr Kondrashev who was included in the CAASTA report by the US Department of the Treasury. In an extensive discussion with the nomination committee of the Board of Directors, supported by a prestigious personnel consultancy, Mark Kerekes was unable to credibly demonstrate how this conflict of interest could be resolved in practice. Furthermore, as the declared representative of the interests of an activist shareholder, his election would be in conflict with the principles of the Swiss law on stock companies, according to which each member of a Board of Directors must act exclusively in the interests of the company and not pursue individual interests. In addition, the Board of Directors noted subsequent to their discussion in the nomination committee, that Mark Kerekes does not have any relevant experience on the board of a listed company, an industrial company or in the solar industry.
