TIDMAIA
Altin AG
RESOLUTIONS OF THE ANNUAL GENERAL MEETING
of Altin AG, which took place on Monday, 22 April 2013, starting
at 3:00 p.m. (Swiss time) at PIER 41, Baarerstrasse 41, 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 2012, Auditors'
Report
The Board of Directors proposes the following:
-- the approval of the Business Report and the Financial Statements 2012;
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 2012 and takes notice of the
Auditor's Report.
2.1.Consolidated Financial Statements 2012, Auditors' Report
The Board of Directors proposes the following:
-- the approval of the Consolidated Financial Statements 2012; 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 2012 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 2012 of CHF 111'546'228 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 111'546'228be carried forward.
4.1.Partial dissolution of the legal reserve from capital
contribution and withholding tax exempt repayment of legal reserve
from capital contribution approved by the Federal Tax
Administration
The Board of Directors proposes to dissolve the legal reserve
from capital contribution in an amount of CHF 9'981'200 and a
withholding tax exempt repayment of legal reserves from capital
contribution approved by the Federal Tax Administration of CHF 2.35
per registered share.
Futureal 2 Global Euro Szarmaztatott Alap, Budapest, Hungary,
proposes to dissolve the legal reserve from capital contribution in
an amount of CHF 35'677'480 and a withholding tax exempt repayment
of legal reserves from capital contribution approved by the Federal
Tax Administration of CHF 8.40 per registered share.
4.2.Resolution of the Annual General Meeting
The Annual General Meeting resolves to dissolve the legal
reserve from capital contribution in an amount of CHF 9'981'200 and
a withholding tax exempt repayment of legal reserves from capital
contribution approved by the Federal Tax Administration of CHF 2.35
per registered share.
5.1.Release from Liability for the Members of the Board of
Directors
The Board of Directors proposes that all the members of the
Board of Directors be released from liability for their activities
in relation to the Company for the financial year 2012.
5.2.Resolution of the Annual General Meeting
The Annual General Meeting resolves that all the members of the
Board of Directors be released from liability for their activities
in relation to the Company for the financial year 2012.
6.1.Election of the Board of Directors and re-appointment of
Auditors
The Board of Directors proposes the following:
-- the re-election of Eric M.C. Syz, André Pabst, and Dr. Peter Altorfer
to the Board of Directors for one year, the election of Roger
Rüegg to
the Board of Directors for one year;
-- the re-election of PricewaterhouseCoopers AG, Zurich, as Auditors of
the Company for one year.
Metage Funds Limited, George Town, Grand Cayman proposes the
following:
-- the election of Jérôme Müller and Jean-Michel Clerc as Members of the
Board of Directors for one year.
6.2. Resolution of the Annual General Meeting
The Annual General Meeting resolves the re-election of Eric M.C.
Syz, André Pabst, and Dr. Peter Altorfer to the Board of Directors
for one year and the election of Roger Rüegg to the Board of
Directors for one year; and the re-election of
PricewaterhouseCoopers AG, Zurich, as Auditors of the Company for
one year.
7.1.Reduction of Share Capital through share buy-back and
subsequent cancellation
Futureal 2 Global Euro Szarmaztatott Alap, Budapest, Hungary,
proposes the following:
-- The Board of Directors shall be mandated to buy-back a maximum amount
of 10% of the shares of the company at market prices via the
second
line. These shares shall be destroyed and do thus not qualify as
own
shares within the meaning of art. 659 CO. The actual size of
such
buy-back will be determined on the one hand by the freely
disposable
liquidity of the company, and, on the other hand, by the offers
made
by the shareholders. However the Board of Directors shall ensure
the
availability of liquidity as soon as practicable by the partial
or
full redemption of the underlying investments of the Company.
Such
buy-back will take place between 1 June 2013 and 1 December
2013. The
necessary amendments to the Articles of Association shall be
submitted
to the shareholders for approval.Upon the completion of
the buyback the Board of Directors shall call an Extraordinary
General
Meeting proposing to cancel shares, reduce share capital and
initiate
a new share buyback program aiming to buy back and additional
10% of
the outstanding shares, as long as the weighted average discount
to
NAV in the previous quarter was above 7%.
7.2. Resolution of the Annual General Meeting
The Annual General Meeting resolves to reject the proposal of
Futureal 2 Global Euro Szarmaztatott Alap, Budapest, Hungary.
8.1.Share capital reduction and repayment of reduction in
nominal value
Futureal 2 Global Euro Szarmaztatott Alap, Budapest, Hungary,
proposes the following:
-- The Board of Directors shall be mandated to prepare the reduction of
the share capital by the amount of CHF 72'204'423 by an amount
of CHF
71'992'057 to CHF 212'366 by reducing the nominal value of each
share
from CHF 17 to CHF 0.05 and to submit a respective proposal to
an
Extraordinary General Meeting within two months from the date of
this
Annual General Meeting.
8.2. Resolution of the Annual General Meeting
The Annual General Meeting resolves to reject the proposal of
Futureal 2 Global Euro Szarmaztatott Alap, Budapest, Hungary.
9.Miscellaneous
Zug, April 22, 2013
The Chairman: Dr. Peter Altorfer
The Secretary: Jurij Benn
This information is provided by Business Wire
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