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
This information is provided by Business Wire
Altin Reg (LSE:AIA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Altin Reg (LSE:AIA)
Historical Stock Chart
From Jul 2023 to Jul 2024