Results of 2010 Shareholders' Meeting
Basel, Switzerland, June 23, 2010 – Day Software today announced the results of it’s Annual Shareholders’ Meeting. At the meeting, all proposals of the Board of Directors put forward to shareholders were approved. The following proposals were presented by the Board of Directors:
- Approval of Annual Report, Annual Financial Accounts, Group Accounts and acknowledgment of the Auditors’ reports for the fiscal year 2009
The Board proposes to approve the Annual Report, the Annual Financial Accounts and the Group Accounts for the fiscal year 2009.
- Discharge of the Board of Directors and the Management Board
The Board proposes that discharge be granted to the members of the Board of Directors and the Management Board.
- Appropriation of the Annual Result
The Board proposes to carry forward the accumulated earnings of CHF 6,628,099.00.
- Election of the Auditors for the fiscal year 2010
The Board proposes the election of BDO AG, Zürich, as statutory auditors according to Art. 727ff SCO for an additional term of one year. 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.
- Authorized Capital
The Board proposes to renew the authorized capital of currently CHF 7,185,000.00 and to increase it at the same time to CHF 7,713,140.00 i.e. to replace Article 3bis of the Articles of Association by the following:
“The Board of Directors is authorized to increase the share capital at any time until 16 June 2012 by a maximum amount of CHF 7,713,140.00 by issuing shares not exceeding the amount of 771,314 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.”
- Conditional Capital
The Board proposes to increase the conditional capital from currently CHF 6,669,940.00 to CHF 7,713,140.00 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 771,314 fully paid shares with a par value of CHF 10.00 each. The share capital is increased by an amount not exceeding CHF 7,713,140.00 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 pre-emptive rights of the shareholders are excluded.”
- Formal Amendments to the Articles of Association
The board proposes to change the Articles of Association in order to reflect recent changes in the Swiss Code of Obligations (SCO) and the new Federal Act on Book-Entry Securities (BESA).
Current version- Art. 4 Shares
In the case of registered shares, the Company shall be entitled to dispense with the printing and delivery of documents, and - with approval of the shareholder - to cancel documents delivered to the company without replacement. The shareholders shall however be entitled to request at any time the printing and delivery of documents free of charge.
Non-documented registered shares and any non-documented rights deriving therefrom can only be transferred by way of assignment. To be valid, such assignment requires notification to the company.
If non-documented registered shares are administered by a bank at the request of the shareholder, those shares resp. any non-documented rights deriving therefrom may only be transferred with the participation of such bank. Such shares may only be pledged by written contract in favour of such bank. Notification of the Company is not required.
The Company may issue certificates incorporating several shares.
Proposed amended new version - Art. 4 Shares
The shares are issued as uncertificated securities ("Wertrechte") and neither documented as a global certificate, certificates, a single certificate or in any other form. Shareholders do not have the right to request physical delivery of a share certificate but may at all times request from the Company a confirmation of their position as a shareholder. The Company keeps a register of the uncertificated securities ("Wertrechtebuch") in accordance with Art. 973c of the Swiss Code of Obligations (SCO). The transfer of registered shares in the form of book-entry securities is governed by the provisions of the Federal Act on Book-Entry Securities (BESA). The assignment of book-entry securities is excluded.
About Day - www.day.com, @daysoftware
Day Software is the ECM pioneer that leading global enterprises rely on for their Web 2.0 content application and content infrastructure needs. Day’s Content Repository Extreme (CRX) is the industry’s leading Java Content Repository (JCR) that provides unique virtualization services to consolidate legacy repositories and unique cloud computing services to lower IT operational costs. Day’s Communique CQ5 provides industry-leading Web Content Management, Digital Asset Management, and Social Collaboration in a single, unified suite and won the 2009 InfoWorld Technology of the Year Award for “Best Web CMS”.
Day is an international company with headquarters in Basel, Switzerland and Newport Beach, California, traded since April 2000 on the SIX Swiss Exchange, and “Over the Counter” (OTC) as American Depositary Receipts (OTCQX:DYIHY). Day’s customers are worldwide leading global enterprises, including: Volkswagen, Daimler, Nissan, Williams-Sonoma, Chanel, Allianz, Vodaphone, LaPoste, Time, Inc., University of Phoenix, and InterContinental Hotels.
Warning Regarding Forward-looking Statements
This press release may contain forward-looking statements about future events or the future development of Day Software Holding AG and its subsidiaries (“the Company”). Terms such as “expect,” “assume,” “intend,” “believe,” “want” and any variations of these terms or similar expressions are used to make forward-looking statements. These statements are subject to change, and Day cannot necessarily provide information about such changes. Of course, actual events or results can deviate significantly from the forward-looking statements. The company’s share is not listed on any stock exchange in the US, and the company does not file any documents (e.g. 10-K and 10-Q) with the US Securities and Exchange Commission SEC under the Securities Exchange Act of 1934.
For Further Information
Peter Nachbur
Day Software AG
Barfuesserplatz 6
4001 Basel, Switzerland
T +41 61 226 98 98
E-Mail peter.nachbur@day.com
The German version of this media release is the binding version.