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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