Altin AG Result of AGM

 
TIDMAIA 
 
 

Altin AG

RESOLUTIONS OF THE ANNUAL GENERAL MEETING

of Altin AG, which took place on Monday, 11 May 2015, 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 2014, Auditors' Report

The Board of Directors proposes the following:

 
 
    -- the approval of the Business Report and the Financial Statements 2014; 

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 2014 and takes notice of the Auditor's Report.

2.1.Consolidated Financial Statements 2014, Auditors' Report

The Board of Directors proposes the following:

 
 
    -- the approval of the Consolidated Financial Statements 2014; 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 2014 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 2014 of CHF 106'807'766 be carried forward.

3.2.Resolution of the Annual General Meeting

The Annual General Meeting resolves that the retained earnings for the year 2014 of CHF 106'807'766 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 2014.

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 2014.

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 and Chairman 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.

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 re-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 re-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 re-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 re-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 Auditors

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 re-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 re-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.Approval of Remuneration

The Board of Directors proposes the following:

 
 
    -- Approval of a maximum total amount of remuneration of the Board of 

Directors of CHF 80'000 for the financial year 2016.

 
    -- Approval of a maximum total amount of remuneration of the CEO of CHF 

240'000 for the financial year 2016.

9.2. Resolution of the Annual General Meeting

The Annual General Meeting resolves approval of a maximum total amount of remuneration of the Board of Directors of CHF 80'000 for the financial year 2016 and the approval of a maximum total amount of remuneration of the CEO of CHF 240'000 for the financial year 2016.

10.1.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 65'005'739.-- by CHF 6'360'737.-- 

to CHF 58'645'002.-- by cancelling of 374'161 registered shares with a

par value of CHF 17.-- each, which were acquired in 2015 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 58'645'002.--; it is fully paid-in.

The share capital is sub-divided into 3'449'706 registered shares each with a nominal value of CHF 17.--."

10.2.Resolution of the Annual General Meeting

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

11.Miscellaneous

--

Zug, 11 May 2015

The Chairman: The Secretary:

__________________ __________________

Dr. Peter Altorfer Jurij Benn

 
 
 
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