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Board of Directors announces the withdrawal of proposals for the 2023 Annual General Meeting of Shareholders of Credit Suisse Group AG

As a result of the recently announced planned merger between Credit Suisse Group AG (Credit Suisse) and UBS Group AG (UBS), the Board of Directors of Credit Suisse (Board) today announced the withdrawal of certain proposals to the 2023 Annual General Meeting of Shareholders (AGM). The withdrawals pertain to the proposed discharge of members of the Board and the Executive Board for the financial year 2022 and the proposed Transformation Award for the Executive Board. The Board is further informing on its proposal regarding the appropriation of retained earnings and ordinary distribution of a dividend.

The Board has decided to withdraw the following agenda items previously published by Credit Suisse on March 14, 2023:

  • Item 2 – Discharge of the members of the Board of Directors and Executive Board for the financial year 2022
    Due to the unprecedented circumstances concerning the bank in recent weeks and which resulted in the planned merger between Credit Suisse and UBS, the Board decided to withdraw its proposal to this agenda item, which renders this agenda item and the vote thereon obsolete.
  • Item 8.2.2 – Transformation Award for the members of the Executive Board
    In view of the planned merger between Credit Suisse and UBS, the Board decided to withdraw its proposal concerning a one-time deferred share-based Transformation Award for the Executive Board, which renders this agenda item and the vote thereon obsolete.

Information on Item 3 – The proposed appropriation of retained earnings and ordinary distribution of a dividend
Pursuant to the Ordinance on Additional Liquidity Assistance Loans and the Granting of Federal Default Guarantees for Liquidity Assistance Loans from the Swiss National Bank to Systemically Important Banks published by the Swiss Federal Council on March 19, 2023, Credit Suisse is not permitted to resolve on and distribute a dividend for the financial year 2022. As a matter of Swiss law, shareholders must still vote on the appropriation of retained earnings. The Board will therefore continue to request shareholders to vote on the proposal under agenda item 3, noting that the vote exclusively pertains to the part of the appropriation of retained earnings while the part of the resolution on the ordinary dividend becomes obsolete.