Altin AG Result of AGM

 
TIDMAIA 
 
 

Altin AG

RESOLUTIONS OF THE ANNUAL GENERAL MEETING

of Altin AG, which took place on Monday, 5 May 2014, starting at 2:00 p.m. (Swiss time) at Parkhotel Zug, Industriestrasse 14, CH-6300 Zug, Switzerland.

(Excerpt of the minutes)

Agenda with Proposals of the Board of Directors and Resolutions of the Annual General Meeting:

1.1.Business Report and Financial Statements 2013, Auditors' Report

The Board of Directors proposes the following:

 
 
    -- the approval of the Business Report and the Financial Statements 2013; 

and

 
    -- the receipt of the Auditors' Report. 
 

1.2.Resolution of the Annual General Meeting

The Annual General Meeting resolves the approval of the Business Report and the Financial Statements 2013 and takes notice of the Auditor's Report.

2.1.Consolidated Financial Statements 2013, Auditors' Report

The Board of Directors proposes the following:

 
 
    -- the approval of the Consolidated Financial Statements 2013; and 
 
    -- the receipt of the Auditors' Report. 
 

2.2.Resolution of the Annual General Meeting

The Annual General Meeting resolves the approval of the Consolidated Financial Statements 2013 and takes notice of the Auditors' Report.

3.1.Allocation of Retained Earnings

The Board of Directors proposes that the retained earnings for the year 2013 of CHF 94'908'979 be carried forward.

3.2.Resolution of the Annual General Meeting

The Annual General Meeting resolves that the retained earnings for the year 2012 of CHF 94'908'979 be carried forward.

4.1.Release from Liability for the Members of the Board of Directors and the CEO

The Board of Directors proposes that all the members of the Board of Directors and the CEO be released from liability for their activities in relation to the Company for the financial year 2013.

4.2.Resolution of the Annual General Meeting

The Annual General Meeting resolves that all the members of the Board of Directors and the CEO be released from liability for their activities in relation to the Company for the financial year 2013.

5.1.Election of the Board of Directors

The Board of Directors proposes the following:

 
 
    -- the re-election of Eric M.C. Syz as member of the Board of Directors 

for a one year term of office until completion of the next Annual

General Meeting.

 
    -- the re-election of André Pabst as member of the Board of Directors for 

a one year term of office until completion of the next Annual General

Meeting.

 
    -- the re-election of Dr. Peter Altorfer as member of the Board of 

Directors for a one year term of office until completion of the next

Annual General Meeting.

 
    -- the re-election of Roger Rüegg as member of the Board of Directors for 

a one year term of office until completion of the next Annual General

Meeting.

 
    -- the election of Dr. Peter Altorfer as Chairman of the Board of 

Directors for a one year term of office until completion of the next

Annual General Meeting.

5.2. Resolution of the Annual General Meeting

The Annual General Meeting resolves the re-election of Eric M.C. Syz, André Pabst, Dr. Peter Altorfer and Roger Rüegg for a one year term of office until completion of the next Annual General Meeting and of Dr. Peter Altorfer as Chairman of the Board of Directors for a one year term of office until completion of the next Annual General Meeting.

6.1.Election of the Compensation Committee

The Board of Directors proposes the following:

 
 
    -- the election of André Pabst as member of the Compensation Committee 

for a one year term of office until completion of the next Annual

General Meeting.

 
    -- the election of Dr. Peter Altorfer as member of the Compensation 

Committee for a one year term of office until completion of the next

Annual General Meeting.

 
    -- the election of Roger Rüegg as member of the Compensation Committee 

for a one year term of office until completion of the next Annual

General Meeting.

6.2. Resolution of the Annual General Meeting

The Annual General Meeting resolves the election of André Pabst, Dr. Peter Altorfer and Roger Rüegg for a one year term of office until completion of the next Annual General Meeting.

7.1.Election of the Compensation Committee

The Board of Directors proposes the following:

 
 
    -- the re-election of PricewaterhouseCoopers AG, Zurich, for one year. 
 

7.2. Resolution of the Annual General Meeting

The Annual General Meeting resolves the re- election of PricewaterhouseCoopers AG, Zurich, for one year.

8.1.Election of the Independent Proxy

The Board of Directors proposes the following:

 
 
    -- the election of Caminada Treuhand AG Zürich, Zurich, as Independent 

Proxy for a one year term of office until completion of the next

Annual General Meeting.

8.2. Resolution of the Annual General Meeting

The Annual General Meeting resolves the election of Caminada Treuhand AG Zürich, Zurich, as Independent Proxy for a one year term of office until completion of the next Annual General Meeting.

9.1.Reduction of Share Capital as a consequence of the executed share buy-back program

The Board of Directors propose the following:

 
 
    -- Reduction of share capital from CHF 72'204'423.-- by CHF 7'198'684.-- 

to CHF 65'005'739.-- by cancelling of 423'452 registered shares with a

par value of CHF 17.-- each, which were acquired in 2013 pursuant to

the buy-back program approved by the Board of Directors.

 
    -- Acknowledgement according to the special report of the auditors 

PricewaterhouseCoopers AG, Zurich, that the creditors' claims are

fully covered even after the share capital reduction as required by

art. 732 para 2 CO.

 
    -- Use of any book profit resulting from the reduction of the share 

capital exclusively for the purpose of depreciation according to art.

732 para 4 CO.

 
    -- Amendment of art. 5 of the Articles of Association as of the date of 

the entry of the capital reduction in the Commercial Register:

"The share capital of the Company amounts to CHF 65'005'739.--; it is fully paid-in.

The share capital is sub-divided into 3'823'867 registered shares each with a nominal value of CHF 17.--."

9.2. Resolution of the Annual General Meeting

The Annual General Meeting approves the proposal of the Board of Directors.

10.1.Reduction of Share Capital as a consequence of the executed share buy-back program

The Board of Directors propose the following:

The Board of Directors proposes that the Articles of Association be amended as a result of the Swiss Ordinance against Excessive Remuneration in listed companies (VegüV) which has been entered into force on 1 January 2014.

The amendment of the Articles of Association approved by the General Meeting will not come into effect until the entry in the Commercial Register has taken place.

10.2.Resolution of the Annual General Meeting

The Annual General Meeting approves the proposal of the Board of Directors.

11.Miscellaneous

--

Zug, 5 May 2014

The Chairman: The Secretary:

__________________ __________________

Dr. Peter Altorfer Jurij Benn

 
 
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