The Board of Directors of Valartis Group AG invites the Valartis Group shareholders to the 2014 Ordinary General Shareholders` Meeting, which will be held on Tuesday, 13 May 2014, at 5.00 p.m. at the Renaissance Zurich Hotel, Thurgauerstrasse 101 in Zurich-Glattpark.
Agenda and motions submitted by the Board of Directors
|1.||Annual Report 2013|
|Motion: Approval of the consolidated financial statements of Valartis Group, the Annual Report and the annual accounts of Valartis Group AG, and acknowledgement of the auditor`s report.|
|2.|| Discharge from liability to the members of the Board of Directors and the Group Executive Management |
Motion: Discharge from liability be granted to the members of the Board of Directors and the Group Executive Management.
|3.|| Appropriation of disposable profit of Valartis Group AG |
Motion: The retained earnings for 2013 of Valartis Group AG will be appropriated as follows:
|Profit brought forward from previous year||CHF||34,821,584|
|Annual loss of Valartis Group AG 2013||CHF||- 12,145,461|
|Withdrawals from/allocations to free reserves||CHF||0|
|Total of disposable profit||CHF||22,676,123|
|Dividend on capital entitled to dividends||CHF||0|
|Balance brought forward||CHF||22,676,123|
|4.|| Consultative vote on remuneration of the members of the Board of Directors and Group Executive Management |
In accordance with the provisions of the "Swiss Code of Best Practice for Corporate Governance", the Board of Directors proposes a non-binding consultative vote on remuneration for the Board of Directors and Group Executive Management at the 2014 General Meeting. The Remuneration Report is an integral part of the report on Corporate Governance, which is included in the Annual Report. The Annual Report can be found in the Internet under www.valartis.ch.
|4.1.|| Compensation package for the Board of Directors for the period from the General Meeting 2014 to the General Meeting 2015 |
Motion: Endorsement of total compensation in the amount of CHF 1,200,000 for the Board of Directors for the period from the General Meeting 2014 to the General Meeting 2015 (advisory vote).
|4.2.||Compensation package for the Group Executive Management performance cycle which expired in 2013|
|Motion: Endorsement of the total paid, or allocated, compensation for the Executive Management performance cycle which expired in 2013, i.e., CHF 3,194,600 (fixed and variable compensation; advisory vote).|
|5.|| Changes to the Articles of Association - revision to conform with the new Swiss Company Law |
The amendments of the Articles of Association which have been filed for can be found in the Internet (www.valartisgroup.ch).
Motion: Approval of the amendments to the Articles of Association as published in the Swiss Official Gazette of Commerce.
|6.||Re-elections and new elections to the Board of Directors|
| The members of the Board of Directors are individually elected on an annual basis by the General Meeting. Information on the current Board members can be found in the Annual Report under Corporate Governance, Board of Directors. Felix Fischer is no longer available for re-election. |
The Board of Directors proposes Stephan Häberle for election to the Board. From 1980 to 1998, Stephan Häberle (54) occupied various positions at Bank Leu, Zurich, in Private Banking in Switzerland and abroad. In 1996, he was appointed Chief of Staff and led various projects. From 1998 to 2006, Mr. Häberle worked at UBS Wealth Management International where he was in charge of Austria and Central Europe as Regional Market Manager. In 2006, he moved to LGT in Liechtenstein as Head of Private Banking International and member of the Senior Management. He was also member of the management of LGT (Switzerland). Between 2009 and 2012, he was CEO of Centrum Bank in Liechtenstein and, from 2010, Group CEO. He has been CEO of MediBank in Zug since 2013.
Motion: Re-election of Messrs. Urs Maurer-Lambrou, Rolf Müller, Christoph Meister, and Jean-François Ducrest, each for a term of office up to conclusion of the next Ordinary General Meeting. New election of Stephan Häberle.
|6.1.||Re-election of Urs Maurer-Lambrou|
|6.2.||Re-election of Rolf Müller|
|6.3.||Re-election of Christoph Meister|
|6.4.||Re-election of Jean-François Ducrest|
|6.5.||New election of Stephan Häberle|
|7.|| Election of the Chairman of the Board of Directors |
Motion: Election of Urs Maurer-Lambrou as Chairman of the Board of Directors for a term of office up to conclusion of the next Ordinary General Meeting.
|8.|| Elections to the Compensation Committee |
The members of the Compensation Committee of the Board of Directors are individually elected on an annual basis by the General Meeting. Should Mr. Ducrest be elected, the Board of Directors intends to appoint him as Chairman of the Compensation Committee.
Motion: Election of Messrs. Ducrest, Meister and Müller as members of the Compensation Committee of the Board of Directors, each for a term of office up to conclusion of the next Ordinary General Meeting.
|8.1.||Election of Mr. Jean-François Ducrest as member of the Compensation Committee|
|8.2.||Election of Mr. Christoph Meister as member of the Compensation Committee|
|8.3.||Election of Mr. Rolf Müller as member of the Compensation Committee|
|9.|| Re-election of the auditor |
Motion: Re-election of Ernst & Young AG, Zurich, as auditor, for one year.
|10.|| Election of the independent proxy for voting rights |
The independent proxy for voting rights is elected by the General Meeting up to conclusion of the next Ordinary General Meeting.
Motion: Election of Martin Rechtsanwälte, Attorneys-at-Law, Stadthausstrasse 12, 8400 Winterthur, as independent proxy for voting rights of Valartis Group AG up to conclusion of the next Ordinary General Meeting.
The Annual Report may be found on the Company web site from 17 April 2014. From 17 April 2014, printed copies of the report will be dispatched to all shareholders who registered to have a copy of the Annual Report sent to them via post, or who request a copy after receiving this invitation.
Admission tickets can be obtained (proxy on the reverse) up to 6 May 2014 via the custodian bank or from Valartis Bank AG, Zurich, Switzerland, in return for depositing of shares.
Power of proxy
We have appointed Dr. Jürg Martin, Attorney-at-Law, Stadthausstrasse 12, 8400 Winterthur, as independent proxy for voting rights at the General Meeting 2014, in accordance with Art. 689c Swiss Code of Obligations. If you would like to authorize Dr. Jürg Martin to act as proxy, please send him the admission ticket together with your authority and any instructions by no later than 6 May 2014. A shareholder of Valartis Group AG may only be represented at the General Meeting by their legal representative, another shareholder who is entitled to vote, or the independent proxy for voting rights. Power of proxy may only be issued for one General Meeting.
In accordance with Art. 689d of the Swiss Code of Obligations, depository proxies must state the number, type and nominal value of the shares they represent at the General Meeting admission checkpoint.
Leaving the General Meeting prior to its conclusion
In order to facilitate the correct calculation of the attendance figure, please hand in any voting material which has not been used at the exit when leaving the General Meeting prior to its conclusion.
Proposals on agenda items from shareholders
Proposals on agenda items from shareholders are only permissible if they are put to the General Meeting by the individual shareholder, or by an authorized individual proxy. The independent proxy for voting rights may not act as authorized individual proxy in this case.
For further information please contact:
Head Corporate Communications & Marketing
Tel. +41 43 336 8294
Valartis Group is an internationally active banking and finance group represented today with offices in Zurich, Geneva, Lugano, Vienna, Liechtenstein, Luxembourg, Moscow, and Singapore. The Group`s holding company is domiciled in Switzerland and is listed on the SIX Swiss Exchange.
Valartis Group focuses on the wealth management business for wealthy private clients and institutional investors in addition to traditional wealth management and investment advisory, it develops, manages and markets innovative niche investment products and offers specialized product packages. In doing so, Valartis Group combines a wide range of traditional private banking services with specialized advisory and classical banking services in the fields of Asset Management and Private Equity together with innovative investment products in the categories Stocks, Fixed Income, Alternative Investments and Real Estate. Valartis Group`s core markets include Central and Eastern Europe, the Middle East and individual countries in North and South America and Asia.
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Source: Valartis Group AG via GlobeNewswire