EQS-Adhoc: CEVA Logistics AG: Notice of Annual General Meeting

EQS Group-Ad-hoc: CEVA Logistics AG / Key word(s): AGMEGM 
CEVA Logistics AG: Notice of Annual General Meeting 
 
04-Apr-2019 / 07:00 CET/CEST 
Release of an ad hoc announcement pursuant to Art. 53 KR 
The issuer is solely responsible for the content of this announcement. 
 
Baar, Switzerland 4 April, 2019 -The Board of Directors of CEVA Logistics AG 
("CEVA") has sent out today the invitation to the first Annual General 
Meeting ("AGM") of CEVA to its shareholders. The AGM will take place on 
Monday, 29 April, 2019, at 15.00 CET at Lorzensaal, Dorfplatz 3, 6330 Cham, 
Switzerland. The AGM will vote to approve CEVA's 2018 financial results and 
will appoint new board members, a new board chairman, the members of the 
compensation committee, CEVA's auditors and the independent proxy for the 
period from the AGM through the next Annual General Meeting. 
 
The agenda of the AGM will cover standard items required to be approved by 
the AGM pursuant to CEVA's articles of association. The AGM invitation has 
been sent to all CEVA's shareholders who were registered with the share 
register as of 4 April, 2019 and, consequently, also to some shareholders 
who tendered their shares in the public tender offer (the "Tender Offer") 
made by CMA CGM S.A. ("CMA CGM"). Since the CMA CGM Offer will likely settle 
on 16 April, 2019 prior to the AGM, tendering shareholders will no longer be 
shareholders at the time of the AGM and hence will not be entitled to 
exercise their voting rights or attend the AGM. 
 
*Election of New Board Members and of a new Chairman* 
Given its anticipated shareholding at the AGM, CMA CGM will have the ability 
to designate and elect the candidates for the Board of Directors. CMA CGM 
has contractually agreed to retain three members of the Board of Directors 
who are independent from CMA CGM. The three independent directors proposed 
for (re-) election are Rolf Watter, Emanuel R. Pearlman and Béatrice de 
Clermont-Tonnerre. In the meantime, Marvin O. Schlanger, Victor Balli, Dr. 
Rosalind Rivaz and John F. Smith will not stand for re-election. 
 
*Re-election of current members of the Board of Directors* 
The Board of Directors proposes the re-election of Daniel Hurstel, Emanuel 
R. Pearlman, Rodolphe Saadé and Rolf Watter as members of the Board of 
Directors for a one-year term of office from the AGM until the next Annual 
General Meeting. As previously announced, it is further proposed that 
Rodolphe Saadé be elected Chairman of the Board of Directors and that Rolf 
Watter be elected and serve as Vice Chairman of the Board of Directors. 
 
*Election of new members of the Board of Directors* 
The Board of Directors proposes the election of the following persons 
individually as members of the Board of Directors for a one-year term of 
office from the AGM until the next Annual General Meeting: 
 
a) Béatrice de Clermont-Tonnerre 
 
Béatrice de Clermont-Tonnerre (independent Board member) has been serving as 
Google's director for AI Partnerships since July, 2018. She is based at the 
AI Research Center in Paris and engages with Nation States and top EMEA 
companies on Machine Learning solutions. From 2013 to 2018 she was Southern 
Europe Director for monetisation at Google, covering France, Spain and 
Italy. 
 
b) Farid Salem 
 
Mr. Salem has been designated by CMA CGM to serve as a member of the Board 
of Directors. He currently serves as Special Advisor to the Chairman and CEO 
of CMA CGM and has been affiliated with the CMA CGM Group since its origins. 
 
c) Michel Sirat 
 
Mr. Sirat has been designated by CMA CGM to serve as a member of the Board 
of Directors. He joined CMA CGM as Group Chief Financial Officer in June, 
2011 and was appointed Group Chief Financial & Performance Officer in 
January, 2017. Prior to joining CMA CGM, Mr. Sirat held various positions 
from 2000 to 2011 in the GDF SUEZ Group. 
 
*Election of the members of the Compensation Committee * 
The Board of Directors proposes the election of Rodolphe Saadé and Rolf 
Watter individually as members of the Compensation Committee for a one-year 
term of office from the AGM until the next Annual General Meeting. 
 
*Election of the Auditors* 
The Board of Directors has engaged a selection process to determine which 
audit firm it will nominate to be elected as CEVA's independent auditor from 
the AGM until the next Annual General Meeting. The Board of Directors will 
announce its proposal before 29 April, 2019 on CEVA's website. 
 
For further information, please review the full AGM invitation, which is 
available on CEVA's website at 
https://ir.cevalogistics.com/websites/ceva/English/1000/shareholders.html 
[1] 
 
*For additional information please contact: * 
 
*Investors:* 
Pierre Benaich 
SVP Investor Relations 
[e-mail] 
[phone] 
 
*Media:* 
Matthias Hochuli 
Group Head of Marketing and Communications 
[e-mail] 
[phone] 
 
Cathy Howe 
Pilot Marketing 
[e-mail] 
Tel: [phone] 
 
*CEVA - Making business flow* 
CEVA Logistics, a global asset-light third-party logistics company, designs 
and operates industry leading supply-chain solutions for large and 
medium-size national and multinational companies. Its integrated network in 
Freight Management and Contract Logistics spans more than 160 countries. 
Approximately 58,000 employees are dedicated to delivering effective 
solutions across a variety of industry sectors where CEVA applies its 
operational expertise to provide best-in-class services. CEVA generated 
revenue of US$ 7.4 billion and Adjusted EBITDA of US$ 260 million in 2018. 
CEVA Logistics is listed on SIX Swiss Exchange under ticker symbol CEVA. For 
more information, please visit www.cevalogistics.com. 
 
End of ad hoc announcement 
795739 04-Apr-2019 CET/CEST 
 
 
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April 04, 2019 01:00 ET (05:00 GMT)