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.
Distribution against reserves from capital contributions*
Shareholders approved the distribution in the form of CHF 0.10 per registered share in cash and in the form of new shares with an equivalent value of around CHF 0.65 per registered share for the 2012 financial year.
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 allocation, rights will be exchanged automatically for new shares, at no charge, in the ratio of 1 new share for 41 rights.
The new shares will be issued from authorized capital. The delivery of the new shares is scheduled for May 13, 2013, and the distribution of CHF 0.10 per registered share will take place on May 6, 2013.
Further information is available in the Shareholder Information – Summary Document, which can be viewed on the Credit Suisse website at: www.credit-suisse.com/agm
Increase in authorized capital
With 92.77% of the votes represented, shareholders approved the increase in authorized capital to service the 2013 stock dividend and to maintain financial flexibility in the further development of the business, by CHF 4,965,683.52 to CHF 6,000,000 (which corresponds to 150 million registered shares).
Of these 150 million registered shares, 50 million are reserved exclusively for the 2013 stock dividend.
Increase in conditional capital for employee shares
With 75.26% of the votes represented, shareholders approved the increase in conditional capital for the delivery of shares to meet the obligation arising from employee compensation programs in a capital-efficient manner. The existing conditional capital for employee shares will be increased by CHF 1,093,621.32 to CHF 1,200,000 (corresponding to 30 million registered shares).
Election of Kai S. Nargolwala as a new member of the Board of Directors
Kai S. Nargolwala was newly elected to the Board of Directors for a term of three years. Kai S. Nargolwala is a member of the Board of Directors of Singapore Telecommunications Ltd., Singapore's largest listed company, and serves on the Board of Directors of Prudential plc., a global financial services company based in the UK, as well as holding a number of other offices.
Re-election of two members of the Board of Directors
Noreen Doyle, a member of the Board of Directors since 2004 and a member of the Risk Committee, and Jassim Bin Hamad J.J. Al Thani, a member of the Board of Directors since 2010, were both re-elected as members of the Board of Directors for a term of three years.
2012 Compensation Report
In a consultative vote, the shareholders approved the 2012 Compensation Report, with 87.98% of the represented votes.
Statements by Urs Rohner, Chairman of the Board of Directors
Urs Rohner, Chairman of the Board of Directors of Credit Suisse Group, said: "Despite the challenging operating environment, we made significant progress during the past financial year. In 2012, we achieved improvements in both capital and cost efficiency, reduced the size of our balance sheet and risk-weighted assets, and transformed our businesses in line with stricter regulatory requirements, the evolving market environment and changing client needs. Despite difficult market conditions, we generated underlying pre-tax income of CHF 5.0 billion – double the result for the previous year. At the same time, we gained further market share. This shows that our progress is increasingly reflected in our operating results and confirms that we are on the right track."
Commenting on the approval of all the items on the agenda and on the consultative vote on the 2012 Compensation Report, Urs Rohner stated: "We are pleased by the positive voting results and, in particular, by the high level of shareholder approval for the Compensation Report of 87.98%. We regard the outcome of the consultative vote as an acknowledgement of the changes we have made to our compensation structure in 2012. We will continue to regularly review our compensation practices and, in the coming years, will focus on the division of profits between shareholders and employees with the aim of achieving a more balanced distribution in future."
With regard to the elections to the Board of Directors, Urs Rohner added: "I am very pleased to welcome Kai S. Nargolwala as a new member of the Board of Directors. As a proven expert with extensive knowledge of the finance industry and a broad experience in different sectors in Asia – one of the bank's growth regions – he is a valuable addition to the Board of Directors. At the same time, the re-election of Noreen Doyle and Jassim Bin Hamad J.J. Al Thani ensures continuity in the Board. I would like to offer my sincere thanks to the departing members of the Board of Directors, Robert H. Benmosche, Aziz R.D. Syriani and David W. Syz, for their valuable contribution."
All voting results and the speeches by Urs Rohner, Chairman of the Board of Directors, and Brady Dougan, Chief Executive Officer, are available online in English and German at:
Composition of the Board of Directors as of April 26, 2013
The composition of the Board of Directors has changed following the elections. See pdf for full press release including tables.