Corporate Press Release
Proposals for the Annual General Meeting of April 26, 2013
The Board of Directors of Credit Suisse Group AG today published the agenda for the Annual General Meeting.
The Board of Directors of Credit Suisse Group AG today announced its proposals for the Annual General Meeting of April 26, 2013.
– Proposal of distribution to shareholders for financial year 2012 of CHF 0.75 per registered share (CHF 0.10 in cash, CHF 0.65 in shares)
– Increase of authorized capital to a maximum of CHF 6 million equivalent to 150 million registered shares; of this amount, 50 million registered shares are reserved for the stock dividend in 2013
– Increase of conditional capital, as part of the capital plan announced in July 2012, to a maximum of CHF 1.2 million equivalent to 30 million registered shares for the purpose of delivering shares as part of employee participation programs
– Consultative vote on the 2012 Compensation Report
– Proposed for election to the Board of Directors as new member is Mr. Kai S. Nargolwala
– Proposed for re-election to the Board of Directors are two current members: Mr. Jassim Bin Hamad J.J. Al Thani and Ms. Noreen Doyle
The proposals for election and re-election to the Board of Directors and the proposal of distribution to shareholders for the financial year 2012 have been previously announced on February 7, 2013.
The 2012 Annual Report will be available online from 07:00 CET on Friday, March 22, 2013.
Distribution out of reserves from capital contributions*
As previously announced, the Board of Directors proposes for the financial year 2012 a combined distribution against reserves from capital contributions in cash of CHF 0.10 per registered share (cash dividend) and in the form of new shares (stock dividend).
The stock dividend will be distributed as follows: For every share that they own, shareholders will receive a non-transferable right to the acquisition, at no charge, of new shares in Credit Suisse Group AG. Following the distribution, the rights will automatically be exchanged for new shares at the ratio determined by the Board of Directors on April 25, 2013, and published on April 26, 2013 (before the exchange opens). The Board of Directors will set the subscription ratio so that the theoretical value of each right is around CHF 0.65.
The new shares will be issued from authorized capital as proposed to the Annual General Meeting. If this proposal is approved, delivery of the new shares is planned for May 13, 2013, and the distribution of CHF 0.10 per registered share will be made on May 6, 2013.
Further information can be found in the Shareholder Information – Summary Document, which can be accessed at: www.credit-suisse.com/agm
Increase of authorized capital
The Board of Directors proposes to increase the authorized capital in order to service the 2013 stock dividend and to maintain financial flexibility in the course of further developing the business portfolio. The motion proposes to increase the authorized capital of CHF 1,034,316.48 (equivalent to 25,857,912 registered shares) by CHF 4,965,683.52 to a maximum of CHF 6,000,000 (equivalent to 150 million registered shares) and to extend the authorization by two years.
Of the amount of 150 million registered shares, 50 million registered shares are reserved exclusively for the stock dividend in 2013.
The authorization is limited to two years and expires on April 26, 2015.
Increase in conditional capital for employee shares
The Board of Directors proposes, as part of the capital plan announced in July 2012, that the current conditional capital for the purpose of delivering shares as part of employee participation programs be increased. As part of the capital plan announced in July 2012 to strengthen the regulatory capital position, certain deferred cash contingent rights were converted voluntarily by employees to 31 million in deferred equity awards. Credit Suisse Group AG would like to meet this obligation in a capital-efficient manner through issuing new shares from conditional capital.
For this reason, the Board of Director proposes to increase the current conditional capital for employee shares by CHF 1,093,621.32 (equivalent to 27,340,533 registered shares) to a maximum of CHF 1,200,000 (equivalent to 30 million registered shares).
Credit Suisse Group AG intends to resume its previous practice, which has been temporarily suspended in 2011, of meeting its obligations from deferred share-based employee compensation primarily through the acquisition of shares on the market once it has reached and exceeded its target of a 10% Look-through Swiss Core Capital ratio, which is expected by mid-2013.
2012 Compensation Report
Consistent with the practice in prior years, the 2012 Compensation Report, which forms part of Credit Suisse Group AG’s Annual Report, will be presented to the Annual General Meeting for a consultative vote.
Elections to the Board of Directors
For the Annual General Meeting of April 26, 2013 the Board of Directors of Credit Suisse Group AG proposes, as previously announced, that Kai S. Nargolwala be elected as a new member to the Board of Directors for the statutory term of three years. Kai S. Nargolwala is a member of the Board of Directors of Singapore Telecommunications Ltd., Singapore's largest publicly-listed company, and a Non-Executive Director of Prudential plc., a global financial services company headquartered in the UK.
Proposed for re-election to the Board of Directors are the following two Board members, whose terms of office expire on the date of the 2013 Annual General Meeting:
Noreen Doyle, member of the Board of Directors since 2004 and member of the Risk Committee, for a term of three years.
Jassim Bin Hamad J.J. Al Thani, member of the Board of Directors since 2010, for a term of three years.
Invitation to the Annual General Meeting and publication of agenda
The invitation and agenda as well as a letter from the Chairman of the Board of Directors to shareholders are available from today on the Credit Suisse website at: www.credit-suisse.com/agm
2012 Annual Report
Credit Suisse Group AG’s 2012 Annual Report as well as its Corporate Responsibility Report and the enclosed Company Profile will be available from 07:00 CET on Friday, March 22, 2013 on the Credit Suisse website and can be ordered free of charge at: www.credit-suisse.com/annualreporting
* This press release does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or subscribe for, shares of Credit Suisse Group, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. Further, it does not constitute a prospectus within the meaning of applicable Swiss law nor a listing prospectus within the meaning of the SIX Swiss Exchange Listing Rules.