Corporate Press Release
Annual General Meeting 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 payable out of capital contribution reserves
With a majority of 96.76%, shareholders approved a distribution of CHF 0.70 per registered share payable out of capital contribution reserves for the 2015 financial year in the form of a scrip dividend, a cash distribution or a combination thereof. The distribution remains subject to the provisions of foreign law concerning the acquisition of new shares. Should no choice be made, the distribution will be paid out entirely in cash.
Both the delivery of the new shares and the distribution in cash are scheduled for June 6, 2016. The issue price of the new shares will be based on the five-day average of the daily volume-weighted average prices from May 26, 2016, to June 1, 2016, of the registered shares of Credit Suisse Group AG listed on the SIX Swiss Exchange AG, less a discount of between 8% and 10%. The final discount will be communicated separately in due course.
Further information on the scrip dividend can be found in the ‘Shareholder Information – Summary Document’, which is available on the Credit Suisse website at: www.credit-suisse.com/agm
Increase and Extension of Authorized Capital for Scrip Dividend and Future Acquisitions
With a majority of 88.73%, shareholders approved the increase in authorized capital in order to service the 2016 scrip dividend. Following the approval by shareholders, the authorized capital reserved for the stock or scrip dividend will be increased from currently CHF 1,150,944.04 (equivalent to 28,773,601 registered shares) to a maximum of CHF 5,200,000 (equivalent to 130,000,000 registered shares), and Art. 27 of the Articles of Association will be amended accordingly.
In addition, with a majority of 87.07%, shareholders approved a further increase of authorized capital for future acquisitions from currently CHF 4,000,000 (equivalent to 100,000,000 registered shares) to a maximum of 5,200,000 (equivalent to 130,000,000 registered shares),the extension of the authorization by another year and a corresponding amendment to Art. 27 of the Articles of Association.
Following the approval by shareholders of both of these increases, the total authorized capital will amount to CHF 10,400,000 (equivalent to 260,000,000 shares).
Elections to the Board of Directors
Chairman Urs Rohner and the other members of the Board of Directors who stood for re-election were confirmed in office for a further term of one year.
Alexander Gut and Joaquin J. Ribeiro were elected to the Board of Directors as new members for a term of office of one year.
Alexander Gut is a Swiss Certified Accountant and holds a Ph.D. in Business Administration from the University of Zurich. Between 1991 and 2007, he was at KPMG Zurich and London, and at Ernst & Young Zurich as a bank auditor and transaction advisor for the financial services sector. In 2005 Alexander Gut was promoted to the Executive Committee of KPMG in Switzerland with responsibility for their Audit Financial Services practice. Since 2007 he has been Managing Partner of Gut Corporate Finance AG, an independent corporate finance advisory firm. Alexander Gut is a non-executive member of the Board of Directors and committee chair of Adecco SA and LafargeHolcim Ltd as well as a non-executive member of the Board of Directors of SIHAG, Swiss Industrial Holding Ltd.
Joaquin J. Ribeiro is a Certified Public Accountant in the United States and holds an MBA in Finance from New York University and a Business Executive Certificate from the Columbia Business School. Joaquin J. Ribeiro is Vice Chairman of Deloitte LLP (USA) and Chairman of Deloitte’s Global Financial Services Industry practice (GFSI). He served in these leadership roles until his retirement on April 15, 2016. He has almost four decades of serving financial services clients in the United States and internationally, and has played a prominent role in the management of Deloitte’s key GFSI practices around the world, including leading Deloitte’s GFSI practices in Asia from 1997 to 2003, and in the United States from 2003 to 2007.
Sebastian Thrun, who joined the Board of Directors in 2014, has been appointed as senior advisor to the newly established fintech innovation factory “Credit Suisse Labs” and did therefore not stand for re-election to the Board of Directors of Credit Suisse Group.
Re-Election of the Members of the Compensation Committee
The Annual General Meeting re-elected Iris Bohnet, Andreas N. Koopmann, Jean Lanier and Kai S. Nargolwala as members of the Compensation Committee for a term of one year. Jean Lanier will serve as Chairman of the Compensation Committee for a further year.
Approval of the Compensation of the Board of Directors and the Executive Board
The Annual General Meeting adopted the proposal to approve a maximum amount of compensation for the Board of Directors of CHF 12.0 million for the period until the 2017 Annual General Meeting of Shareholders with a majority of 83.26%.
Additionally, the Annual General Meeting adopted the proposal of the Board of Directors to approve the aggregate amount of CHF 34.58 million for short-term variable compensation for the Executive Board for the 2015 financial year, with a majority of 81.48%. The Annual General Meeting also adopted the proposal to approve a maximum amount of CHF 33.0 million for the fixed compensation for the Executive Board for the period until the 2017 Annual General Meeting of Shareholders with a majority of 85.05% and approved the maximum amount of CHF 49.0 million for long-term variable compensation for the 2016 financial year, with a majority of 82.95%.
Consultative Vote on the 2015 Compensation Report
In a consultative vote, shareholders approved the 2015 Compensation Report, with a majority of 79.39%.
Statements by Urs Rohner, Chairman of the Board of Directors
Urs Rohner, Chairman of the Board of Directors of Credit Suisse Group, commented: “On behalf of the Board of Directors, I would like to thank our shareholders who participated in today’s Annual General Meeting for approving all the proposals put forward today. I am delighted to welcome Alexander Gut and Joaquin J. Ribeiro as new members of our Board of Directors. I am confident that with their vast expertise and experience in the areas of financial services and bank audit, they will both be extremely valuable additions to the Board of Directors. I also express my considerable thanks to Sebastian Thrun, who did not stand for re-election, for his valuable contribution to the Board of Directors. In his new role as Senior Advisor to our newly established Silicon Valley-based fintech venture ‘Credit Suisse Labs’, he will continue to use his in-depth technological expertise to help position Credit Suisse at the forefront of banking innovation."
All the voting results, together with the speeches of Urs Rohner, Chairman of the Board of Directors, and Tidjane Thiam, Chief Executive Officer, are available on the Internet in English, German and French at: www.credit-suisse.com/agm