Schaffner Holding AG: Agenda for the Annual General Meeting on 15 January 2019

Media Release

Schaffner Holding AG:

Agenda for the Annual General Meeting on 15 January 2019

Luterbach, Switzerland – 20 December 2018 – The Board of Directors of Schaffner Holding AG has set the following agenda for the 23rd Annual General Meeting:

1.

Approval of the company financial statements and consolidated financial statements for 2017/18 and acknowledgement of the auditors' reports

2.

Resolution on the appropriation of retained earnings, allocation from share premium (reserves for additional paid-in capital) to free reserves for additional paid-in capital and distribution (exempted from Swiss anticipatory tax) from free reserves for additional paid-in capital:

2.1.

Carrying forward retained earnings of CHF 25,119 thousand

2.2.

Allocation from share premium (reserves for additional paid-in capital) to free reserves for additional paid-in capital of CHF 4,121 thousand and distribution (exempted from Swiss anticipatory tax) from free reserves of CHF 6.50 net per share entitled to dividends

In case of approval of the proposal, the distribution of CHF 6.50 net per each share entitled to a dividend will be paid out from 21 January 2019 (payment date) on.

3.

Granting of discharge to the responsible persons for fiscal year 2017/18

4.

Elections

4.1.

Re-elections of members and the Chairman of the Board of Directors for a term ending at the conclusion of the next Annual General Meeting

a.

Re-election of Urs Kaufmann as a member of the Board of Directors and as the Chairman of the Board of Directors

b.

Re-election of Philipp Buhofer as a member of the Board of Directors

c.

Re-election of Gerhard Pegam as a member of the Board of Directors

d.

Re-election of Suzanne Thoma as a member of the Board of Directors

e.

Re-election of Georg Wechsler as a member of the Board of Directors

4.2.

Re-elections of members of the Compensation Committee for a term ending at the conclusion of the next Annual General Meeting

a.

Re-election of Philipp Buhofer as a member of the Compensation Committee

b.

Re-election of Urs Kaufmann as a member of the Compensation Committee

c.

Re-election of Suzanne Thoma as a new member of the Compensation Committee

4.3.

Re-election of Dr. iur. Wolfgang Salzmann, attorney-at-law and notary public, Solothurn, as Independent Proxy for a term ending at the conclusion of the next Annual General Meeting

4.4.

Re-election of BDO AG, Solothurn, as Independent Auditors of the Company for fiscal year 2018/19

5.

Changes to the Articles of Association

5.1.

Abolition of the conditional share capital

5.2.

Changes to the Articles of Association in connection with the compensation of the Board of Directors and the Executive Committee

6.

Compensation

6.1.

Acceptance of the compensation report for fiscal year 2017/18 on the basis of a non-binding, consultative vote

6.2.

Approval of the maximum aggregate amount of CHF 600,000 of compensation for the mem­bers of the Board of Directors for the period to the next Annual General Meeting (based on the assumption that the Board of Directors will consist of five members)

6.3.

Approval of the maximum aggregate amount of CHF 4,000,000 of compensation for the members of the Executive Committee for fiscal year 2019/20 (based on the assumption that the Executive Committee will consist of a CEO and five other members)

No registrations in the share register of Schaffner Holding AG will be made from 9 January 2019 until and including 15 January 2019. The record date for the right to vote shares at the Annual General Meeting, and the last day for new registrations in the share register before the Annual General Meeting, is 8 January 2019.

The binding detailed invitation to the 23rd Annual General Meeting of Schaffner Holding AG is pub­lished in the Swiss Official Gazette of Commerce (www.shab.ch) on 20 December 2018 and can be viewed at: www.schaffner-ir.com.

Contacts

Marc Aeschlimann

Chief Executive Officer

T +41 32 681 66 01

marc.aeschlimann@schaffner.com

Kurt Ledermann

Chief Financial Officer

T +41 32 681 66 01

kurt.ledermann@schaffner.com

Financial calendar

15 January 2019

23rd Annual General Meeting

7 May 2019

Publication of half-year report 2018/19

5 December 2019

Publication of annual report 2018/19

14 January 2020

24th Annual General Meeting

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