Schaffner Holding AG: Agenda for the Annual General Meeting on 14 January 2014

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Schaffner Holding AG:

Agenda for the Annual General Meeting on 14 January 2014

On 14 January 2014 Schaffner Holding AG will hold its Annual General Meeting as the first company to do so in line with the provisions of the Ordinance Against Excessive Compensation in Listed Stock Companies (VegüV).

The Board of Directors of Schaffner Holding AG has approved the following agenda items for the 18th Annual General Meeting, taking into account the changes required to be implemented under the new ordinance:
 

  1. Approval of the Annual Report, the Financial Statements and the Consolidated Financial Statements for 2012/13, and acknowledgement of the Auditors' Reports
     
  2. Resolution on the appropriation of retained earnings, allocation out of share premium (reserve for additional paid-in capital) to free reserves from additional paid-in capital, and distribution (exempt from Swiss anticipatory tax) from free reserves from additional paid-in capital
    a. Appropriation of retained earnings
    b. Allocation out of share premium (reserve for additional paid-in capital) to free reserves from additional paid-in capital, and distribution (exempt from Swiss anticipatory tax) from free reserves from additional paid-in capital of CHF 4.50 per share entitled to dividends

    Subject to approval of the proposal, the distribution of CHF 4.50 net will be paid out from 21 January 2014.
    (Ex-dividend trading: 16 January 2014, record date: 20 January 2014)
     
  3. Discharge of the responsible governing bodies
     
  4. Elections

    4.1 Re-election of the Board of Directors
    a. Re-election of Daniel Hirschi as a member of the Board of Directors for a term until the end of the following Annual General Meeting
    b. Re-election of Herbert Bächler as a member of the Board of Directors for a term until the end of the following Annual General Meeting
    c. Re-election of Gerhard Pegam as a member of the Board of Directors for a term until the end of the following Annual General Meeting
    d. Re-election of Suzanne Thoma as a member of the Board of Directors for a term until the end of the following Annual General Meeting
    e. Re-election of Georg Wechsler as a member of the Board of Directors for a term until the end of the following Annual General Meeting

    4.2 Election of Daniel Hirschi as Chairman of the Board of Directors for a term until the end of the following Annual General Meeting

    4.3 Election of members of the Compensation Committee
    a. Election of Daniel Hirschi as a member of the Compensation Committee for a term until the end of the following Annual General Meeting
    b. Election of Herbert Bächler as a member of the Compensation Committee for a term until the end of the following Annual General Meeting
    c. Election of Suzanne Thoma as a member of the Compensation Committee for a term until the end of the following Annual General Meeting

    4.4 Election of Dr. Wolfgang Salzmann, attorney-at-law and notary public, as independent proxy for a term until the end of the following Annual General Meeting

    4.5 Re-election of the statutory auditors Ernst & Young AG, Berne, for fiscal year 2013/14
     
  5. Reduction in conditional share capital of CHF 1,311,115 from CHF 2,351,115 to CHF 1,040,000, and amendment to Art. 4 Sentence 1 of the Articles of Association
     
  6. Adaptation of the Articles of Association to the Ordinance against Excessive Compensation in Listed Stock Companies (VegüV): current Art. 7, 10, 13 para. 2, 3 and 4, 14 para. 1, 3 and 4, 15, 18 para. 2 clause 6, 19 para. 1, 21 and 22 para. 1, and after the amendments respectively, articles 7, 10, 13 para. 2, 3 and 4, 13 para. 5, 14 para. 1, 3 and 4, 15, 18 para. 2 clause 6, 21 para. 1 and 31 para. 1, as well as Art. 24, 25, 26, 27, 28 and 29 and Art. 19, 22, 23 and 30; these changes to the Articles of Association of the company will take effect upon entry in the Commercial Register. In particular, in the vote on the provisions of the Articles of Association relating to compensation, the Board of Directors will propose, on an annual prospective basis, a maximum aggregate compensation amount for the Board of Directors and the Executive Committee for the forthcoming fiscal year.

The share register of Schaffner Holding AG will be closed from 8 January 2014 up to and including 14 January 2014. The cut-off date for last entries is 7 January 2014.

The binding detailed invitation to the 18th Annual General Meeting of Schaffner Holding AG is published in the Swiss Official Gazette of Commerce on 20 December 2013 and can be viewed at:

e1.marco.ch/publish/schaffner/73_2801/GV-Einladung_2014_EN.pdf

Luterbach, 20 December 2013

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