Corporate Press Release
Annual General Meeting of Shareholders of Credit Suisse Group AG:
All Proposals Put Forward by the Board of Directors Approved
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.
Election of new members of the Board of Directors
Iris Bohnet, Academic Dean and Professor of Public Policy at the Harvard Kennedy School, and Jean-Daniel Gerber, former Director of the Swiss State Secretariat for Economic Affairs (SECO) in the Federal Department of Economic Affairs, were newly elected to the Board of Directors for a term of three years.
Re-election of five members of the Board of Directors
Walter B. Kielholz was re-elected as a member of the Board of Directors for a term of two years. Andreas N. Koopmann, Urs Rohner, Richard E. Thornburgh and John Tiner were each re-elected as members of the Board of Directors for a term of three years.
Distribution against reserves from capital contributions*
Shareholders approved the distribution of CHF 0.75 per registered share against reserves from capital contributions. Shareholders can elect to receive either shares (scrip dividend), subject to any legal restrictions applicable in their home jurisdiction, or cash or a combination thereof. Should no election be made, the distribution will be paid out entirely in cash. The distribution is scheduled for May 23, 2012.
The subscription ratio that will apply to the receipt of new shares will be determined on the basis of the average of the opening and closing prices from April 30, 2012, to May 7, 2012, of the registered shares of Credit Suisse Group AG traded on the SIX Swiss Exchange AG. The issue price of the new shares will be determined by this average price, with a discount of approximately 8%, less the distribution of CHF 0.75 per registered share. The reference share price, discount, issue price and subscription ratio will be published on May 8, 2012 (before 7.30 a.m. CEST).
Eligible shareholders can elect the form in which they wish to receive their scrip dividend from May 9, 2012, to May 18, 2012 (5.00 p.m. CEST).
Further information about the scrip dividend can be found in the documentation ’Scrip Dividend 2012: Shareholder Information – Summary Document’, which can be viewed on the Credit Suisse website at: www.credit-suisse.com/agm
Creation of conversion capital
With 93.57% of the votes represented, shareholders approved the creation of conversion capital in a maximum amount of CHF 8 million (equivalent to 200 million registered shares). The conversion capital may only be used for regulatory purposes and for the issuance of financial market instruments with conversion features such as contingent convertible bonds (CoCos).
Increase of authorized capital
With 99.20% of the votes represented, the shareholders approved the increase in authorized capital by CHF 2 million (to a maximum of CHF 6 million) to ensure the issuance and delivery of a maximum of 50 million new registered shares from authorized capital to shareholders who elect to receive shares (scrip dividend).
2011 Compensation Report
In a consultative vote, the shareholders approved the 2011 Compensation Report, with 67.63% of the votes represented.
Statements by Urs Rohner, Chairman of the Board of Directors
Urs Rohner, Chairman of the Board of Directors of Credit Suisse Group, said: "The past year was marked by great uncertainty in the global economy. We witnessed an unprecedented level of market volatility, historically low interest rates and further massive changes in the regulatory environment. We responded to these challenges by adapting our business model and cost structures in particular. Our results for the first-quarter of 2012 show that we are on the right track. The changes we are making are also visible in our balance sheet. We have reduced risk-weighted assets by around one-third compared to last year and have further strengthened our capital position. With today's approval of the creation of conversion capital for the issuance of financial market instruments with conversion features and the approval of the increase of authorized capital, our shareholders have supported Credit Suisse’s responsible long-term capital planning."
He added: "I am very pleased that Iris Bohnet and Jean-Daniel Gerber have been elected as new members of the Board of Directors. They are both proven experts who will use their considerable know-how and broad range of experience to further strengthen the Board of Directors and to support our bank as it addresses the challenges that lie ahead. The re-election of Walter B. Kielholz, Andreas N. Koopmann, Richard E. Thornburgh and John Tiner will ensure continuity within the Board of Directors."
All voting results and the speeches by Urs Rohner, the Chairman of the Board of Directors, and Brady Dougan, Chief Executive Officer, are available in English and German at: www.credit-suisse.com/agm
Composition of the Board of Directors as of April 27, 2012
The composition of the Board of Directors following today’s elections is shown below:
Board of Directors of Credit Suisse Group
* This media release represents neither an offer to sell nor an invitation to subscribe or a request to submit an offer to buy or subscribe shares of Credit Suisse Group AG. It is not (or parts of it) or the fact of its dissemination to be used as a basis for a contract or a decision to conclude a contract. This media release does not represent a prospectus as defined by any applicable law. Eligible shareholders should make their decision to receive the distribution for 2011 in cash or in the form of new shares of Credit Suisse Group AG solely on the basis of the conditions for the 2011 distribution and the additional information in the relevant documents. This media release does not represent a recommendation to eligible shareholders to choose to receive the 2011 distribution in the form of new shares of Credit Suisse Group AG. Eligible shareholders are further advised to make a decision after consulting with their legal advisor, custodian bank or financial advisor.