Extraordinary General Meeting of iQ International AG on 20 December 2018 approves all proposals

Thursday, 20 December, 2018

 

Zug, Switzerland, 20 December 2018 – iQ International AG (ISIN CH0451424300/WKN A2PAA5/ Symbol iQL), a developer and marketer of technologies and licenses for environmentally friendly and technologically leading starter batteries for motor vehicles, announces that the shareholders of iQ International AG approved the merger between iQ Power Licensing AG (as the transferring entity) and iQ International AG (as the acquiring entity) at the extraordinary general meeting on 20 December 2018 in Zug, Switzerland in accordance with the provisions of the merger agreement of 19 November 2018 and based on the audited merger balance sheet of iQ Power Licensing AG  as at 7 November 2018.

In addition, iQ International AG announces that at the General Meeting of iQ Power Licensing AG on 20 December 2018 in Zug, the shareholders also adopted the resolution on the merger with the necessary quorum, and thus the merger can be completed in accordance with the merger agreement of 19 November 2018.

In connection with the merger, the share capital of iQ International AG will be increased by CHF 163,984.56 from CHF 100,000.00 to CHF 263,984.56 by issuing 16,398,456 registered shares with a nominal value of CHF 0.01 each. Once the merger becomes effective, iQ International AG will therefore have a share capital of CHF 263,984.56, divided into 26,398,456 registered shares with a nominal value of CHF 0.01 each. The articles of incorporation of iQ International AG will be subject to a revision in connection with the execution of the merger.

The General Meeting of iQ International AG further resolved to increase
(i) the authorized share capital of iQ International AG to CHF 131,992.28, which will authorize the issuance of up to 13,199,228 registered shares with a nominal value of CHF 0.01 each until 20 December 2020,
(ii) the conditional share capital for financing purposes of iQ International AG to CHF 87,994.85, which will enable the issuance of up to 8,799,485 registered shares with a nominal value of CHF 0.01 each, and
(iii) the conditional share capital for participation plans of iQ International AG to CHF 43,997.43, which will enable the issuance of up to 4,399,743 registered shares with a nominal value of CHF 0.01 each.

The respective resolutions of the General Meeting of iQ International AG were made unanimously. The minutes of the General Meeting will be published in due course on the website of iQ International AG.  

The application to register the merger will be filed immediately with the commercial register. Because of the merger, iQ Power Licensing AG will be deleted from the commercial register of the Canton of Zug. The merger is expected to take effect on 21 December 2018 upon the entry of the merger in the commercial register.

The new Board of Directors of iQ International AG consists of five members: Messrs. George Weiss, Chairman of the Board of Directors, Won-Lak Choi, Member of the Board of Directors, Scott Anchin, Member of the Board of Directors, Kevin Loman, Member of the Board of Directors, and Gilles Patrick Thiéry, Member of the Board of Directors.

The Board of Directors of iQ International AG also resolved to combine certain business segments at home and abroad into new subsidiaries, including iQ Power AG based in Zug. Messrs. George Weiss, Jim LoPresti, Kevin Loman and Gilles Patrick Thiéry were elected to the Board of Directors of iQ Power AG.

The Board of Directors of iQ International AG also approved existing and future option rights for the members of the Board of Directors, managers, employees and third parties. The members of the Board of Directors and Management of iQ International AG will receive value-oriented and performance-based compensation. The details in this regard will be available in the compensation report, which will be published in connection with the next Annual General Meeting of iQ International AG.

After the merger becomes effective, the shares of iQ International AG will be included by the Berlin Stock Exchange (Germany) for trading in the market segment “Open Market (Freiverkehr)” of the Berlin Stock Exchange under security numbers ISIN CH0451424300 and WKN A2PAA5 and trading symbol “iQL”.