Panalpina considers voting rule change following shareholder complaint

Panalpina is considering changing its shareholder voting rules following a request from its majority investor.

Majority shareholder Ernst Göhner Foundation (EGF), which holds around 46% of the company, has submitted a request that the company change to a One Share–One Vote standard at an extraordinary shareholders’ meeting to be held prior to the annual general meeting. This would lift the 5% registration restriction and the 5% voting restriction.

“The Board of Directors complies with this request and will announce the formal invitation to the extraordinary shareholders’ meeting in due course,” the company said.

Since the forwarder’s IPO in 2005, the 5% restriction has not applied to EGF because it has held its shares prior to the introduction of the voting restriction.

“The implementation of the One-Share, One Vote standard will render the practice of the company exempting EGF from the 5% voting restriction obsolete,” Panalpina explained.

“This would further enhance the Company’s corporate governance and follows the company’s earlier decision to elect an independent chairperson at the forthcoming ordinary shareholders meeting. Moreover it addresses the concerns raised by certain shareholders.”

In a letter addressed to Panalpina’s board of directors, shareholder Cevian had recently questioned the practice to fully admit EGF with all its voting rights at the company’s shareholders’ meetings.

Cevian took the position that the voting restriction of 5% must be applied to all shareholders and, hence the voting power of EGF must be reduced to 5%.

An ad hoc board of independent directors (BoiD) consisting of five directors (without representatives of EGF and Cevian) and chaired by Thomas E. Kern, is currently evaluating the situation based on expert opinions submitted by each of EGF and Cevian and based on independent expert advice obtained by the BoiD.

Cevian and another shareholder, Artisan Partners, have expressed their concern over the relationship between Panalpina and EGF. Much of this centres around concern that current Panalpina chairman, Peter Ulber, and vice chairman, Beat Walti, serve not only on the Panalpina board but also on the board of EGF. Ulber will not stand for re-election as chairman.

Panalpina is also the subject of a takeover bid by DSV, while it is also negotiating a possible tie up with Kuwait-headquartered forwarder Agility

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