Corporate Press Release
Annual General Meeting of Credit Suisse Group AG:
All proposals put forward by the Board of Directors approved
Urs Rohner succeeds Hans-Ulrich Doerig as Chairman of the Board
At today’s Annual General Meeting of Credit Suisse Group AG in Zurich, shareholders approved all of the proposals put forward by the Board of Directors.
Increase of conditional capital for the purpose of contingent convertible bonds
By a majority of 93.46% of represented votes, shareholders approved the creation of additional conditional capital for the purpose of contingent convertible bonds. Contingent convertible bonds will be used exclusively to strengthen the bank's equity capital base in order to comply with regulatory requirements.
The corresponding amendment to the Articles of Association provides for a conditional capital increase from CHF 4 million (equivalent to 100 million shares) up to a maximum of CHF 20 million (equivalent to 500 million shares). Of this amount, 100 million shares have already been allocated to the issuance in February 2011 of USD 2 billion Tier 2 Buffer Capital Notes, under the previous authority for conditional capital. Out of the remaining 400 million shares, the Board of Directors will allocate a further 300 million shares to the Tier 1 Buffer Capital Notes sold in a forward transaction to two strategic investors in February 2011.
Renewal of authorized capital
Shareholders voted in favor of the renewal of the authorized capital of CHF 4 million (equivalent to 100 million shares) and the amendment to the Articles of Association to provide for an extension of the availability of the authorized capital at the current level until April 29, 2013. This was accepted by a majority of 91.81% of represented votes.
Distribution against reserves from capital contributions
Shareholders approved the distribution of CHF 1.30 per registered share against reserves from capital contributions, which will be made on May 6, 2011.
2010 Compensation Report
In a consultative vote, shareholders approved the 2010 Compensation Report by a majority of 74.11% of represented votes.
Re-election of three members of the Board of Directors
Peter Brabeck-Letmathe, Jean Lanier and Anton van Rossum were re-elected to the Board of Directors for a further term of three years.
At the end of today's Annual General Meeting, Hans-Ulrich Doerig stepped down as Chairman and a member of the Board of Directors after 29 years in Credit Suisse’s top management. He is succeeded by Urs Rohner, who has been the full-time Vice-Chairman of the Board and a member of the Chairman’s and Governance Committee and Risk Committee since the Annual General Meeting in 2009. This follows the announcement in December 2009 to this effect.
Statements by Hans-Ulrich Doerig
Hans-Ulrich Doerig, the outgoing Chairman of the Board of Directors, said: "We have seen massive changes within the banking industry and in our operating environment in recent years. Credit Suisse, which has never required government support since it was founded in 1856, has shown its leadership by implementing a more forward-looking business model than any other bank during this period. We have done so by building on our tradition of entrepreneurship, our long-term focus and our flexibility and determination. It is thanks to this proactive approach that we are today well positioned to meet the stricter capital and risk control requirements for banks and to operate successfully in the new cross-border environment. We now have a stable, client-focused business model that generates sustained value for our shareholders. Credit Suisse is thus contributing to the success of the Swiss financial center and economy while, at the same time, playing a significant role in the growth markets of the globalized world economy. This is something we should be proud of."
He added: "After almost 40 years at Credit Suisse, I am stepping down as Chairman and a member of the Board of Directors following today's Annual General Meeting. I am delighted that I am being succeeded by Urs Rohner, who has been Vice-Chairman of the Board of Directors for the last two years. I am very proud to have been able to contribute to Credit Suisse's success over the years. I would like to take this opportunity to thank our clients and shareholders for the trust they have placed in Credit Suisse. My greatest thanks and appreciation go to the 50,000 Credit Suisse employees in Switzerland and around the world in view of their exceptional efforts and the exemplary sense of responsibility and commitment they have shown."
Statements by Urs Rohner
Urs Rohner, the new Chairman of the Board of Directors, said: "It is a great honor to succeed Hans-Ulrich Doerig as Chairman of the Board of Directors and I am committed to continuing his outstanding work in leading Credit Suisse forward. His experience, foresight, expert ability to assess risk and inspiring approach have been invaluable to Credit Suisse and to me personally. Credit Suisse is today very well positioned with its forward-looking business model, highly motivated and qualified employees, strong Executive Board and clear strategy on how to meet the new regulatory requirements."
He added: "By approving the creation of conditional capital for the purpose of contingent convertible bonds, our shareholders have today confirmed their support for Credit Suisse's responsible and sustainable capital plans. The re-election of Peter Brabeck-Letmathe, Jean Lanier and Anton van Rossum will ensure continuity within the Board of Directors. I look forward to working with my fellow members of the Board, the Executive Board and Credit Suisse's employees around the world."
All voting results and the speeches by Hans-Ulrich Doerig, the outgoing Chairman of the Board of Directors, and Brady W. Dougan, Chief Executive Officer, are available in English and German at: www.credit-suisse.com/agm
Members and composition of the Board of Directors (as of April 29, 2011)
- Urs Rohner: full-time Chairman; Chairman of the Chairman’s and Governance Committee
- Peter Brabeck-Letmathe: Vice-Chairman; member of the Chairman’s and Governance Committee
- Jassim Bin Hamad J. J. Al Thani
- Robert H. Benmosche: member of the Compensation Committee
- Noreen Doyle: member of the Risk Committee
- Walter B. Kielholz: member of the Chairman’s and Governance Committee; member of the Compensation Committee
- Andreas Koopmann: member of the Risk Committee
- Jean Lanier: member of the Audit Committee; member of the Compensation Committee
- Anton van Rossum: member of the Risk Committee
- Aziz R.D. Syriani: Chairman of the Compensation Committee; member of the Chairman’s and Governance Committee
- David W. Syz: member of the Audit Committee
- John Tiner: Chairman of the Audit Committee; member of the Chairman’s and Governance Committee; member of the Risk Committee
- Richard E. Thornburgh: Chairman of the Risk Committee; member of the Chairman’s and Governance Committee; member of the Audit Committee
- Peter F. Weibel: member of the Audit Committee