Corporate Press Release

Press Release

Credit Suisse publishes its Annual Report 2015 and agenda for the Annual General Meeting of Shareholders on April 29, 2016

The 2015 Annual Report will be available online at 07:00 CET today. Additionally, Credit Suisse publishes its 2015 Corporate Responsibility Report and Company Profile.

The Board of Directors of Credit Suisse Group AG today published the Agenda for the Annual General Meeting on April 29, 2016.
  • Proposal for a distribution to shareholders for the 2015 financial year of CHF 0.70 per registered share in the form of either a scrip dividend, a cash distribution or a combination thereof, at the discretion of the shareholders.
  • Proposal to increase the authorized capital to a maximum amount equivalent to 130,000,000 shares in order to service the 2016 scrip dividend and in a separate step to further increase the authorized capital for future acquisitions to a maximum amount equivalent to 130,000,000 shares in order to maintain financial flexibility and to extend the authorization by another year.
  • Approval of the compensation of the Board of Directors and the Executive Board and consultative vote on the 2015 Compensation Report.
  • Proposal for election of Alexander Gut and Joaquin J. Ribeiro as new members of the Board of Directors for a term of office of one year.
  • Sebastian Thrun has been appointed as senior advisor to the newly established fintech innovation factory “Credit Suisse Labs” and will therefore not stand for re-election to the Board of Directors.
  • The Chairman and all other members of the Board of Directors are standing for re-election.

Credit Suisse Group AG and Credit Suisse AG today published their 2015 Annual Report, which includes Credit Suisse’s audited financial statements and Compensation Report. The Corporate Responsibility Report and the Company Profile have also been published. In addition, the Board of Directors of Credit Suisse Group AG today announced its agenda for the Annual General Meeting on April 29, 2016.

Distribution payable out of capital contribution reserves
The Board of Directors proposes, subject to the shareholders’ approval of increasing the authorized capital for scrip dividend, a distribution of CHF 0.70 per registered share payable out of capital contribution reserves for the 2015 financial year in the form of either a scrip dividend, a cash distribution or a combination thereof. This allows Credit Suisse Group AG to pay a distribution to shareholders, while in case of an election for shares retaining regulatory capital in view of the increased regulatory capital requirements. Shareholders will be entitled to elect to either receive new shares (free of charge), subject to any legal restrictions applicable in their home jurisdiction, or to receive a cash distribution in the amount of CHF 0.70 per registered share. Should no election be made, the distribution will be paid out entirely in cash.

The delivery for both the new shares and the cash distribution is scheduled for June 6, 2016. The issue price of the new shares will be determined on the five-day average of the daily volume weighted average prices from May 26, 2016 to June 1, 2016 of the shares of Credit Suisse Group AG listed on SIX Swiss Exchange AG, less a discount of between 8% and 10%. The final discount will be set by the Board of Directors and announced prior to the beginning of the election period.

In case the Annual General Meeting of Shareholders does not support the increase of authorized capital for stock or scrip dividend, no distribution will take place.

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
The Board of Directors decided to propose to the Annual General Meeting of Shareholders to increase the authorized capital in order to service the 2016 scrip dividend and to increase the authorized capital for future acquisitions and extend the authorization by another year. The two proposals will be voted on separately.

In order to service the 2016 scrip dividend, the Board of Directors proposes an increase in the authorized capital reserved for the stock or scrip dividend 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 shares) and that Art. 27 of the Articles of Association be amended accordingly. In case the shareholders do not support this proposal, no distribution will take place.

In addition, the Board of Directors proposes a further increase of authorized capital for future acquisitions from currently CHF 4,000,000 (equivalent to 100,000,000 shares) to a maximum of CHF 5,200,000 (equivalent to 130,000,000 shares), that the authorization be extended by another year, and that Art. 27 of the Articles of Association be amended accordingly.

Subject to the approval of these two proposals, the authorized capital will amount to CHF 10,400,000 (equivalent to 260,000,000 shares).

Approval of the compensation of the Board of Directors and the Executive Board
In accordance with the requirements of the Ordinance against Excessive Compensation with Respect to Listed Stock Corporations, the Annual General Meeting of Shareholders votes separately and with binding effect on the overall compensation of the Board of Directors and the Executive Board.

The Annual General Meeting of Shareholders approves on an annual basis the compensation of the Board of Directors in advance and for the period until the next ordinary General Meeting of Shareholders. To ensure flexibility when aligning the approval periods with the compensation plans, the Board of Directors sets out in its proposal to the Annual General Meeting of Shareholders whether approval with regard to the compensation of the Executive Board by the Annual General Meeting of Shareholders is prospective or retrospective and for which periods the approvals would apply. For the 2016 Annual General Meeting of Shareholders, the Board of Directors has decided to present the fixed compensation and the long-term incentive compensation for the Executive Board to the Annual General Meeting of Shareholders for approval in advance, while the short-term variable compensation components are to be approved retrospectively.

The Board of Directors proposes for approval a maximum compensation for the Board of Directors of CHF 12.0 million for the period until the 2017 Annual General Meeting of Shareholders. Additionally, the Board of Directors proposes the approval of the aggregate amount of CHF 34.58 million for short-term variable compensation for the Executive Board for the 2015 financial year. The Board of Directors also proposes approving a maximum amount of CHF 33.0 million for fixed compensation for the Executive Board for the period until the 2017 Annual General Meeting of Shareholders and the maximum amount of CHF 49.0 million for long-term variable compensation for the 2016 financial year.

Consultative vote on the 2015 Compensation Report
Consistent with the practice in prior years, the 2015 Compensation Report, which is part of Credit Suisse Group AG’s Annual Report, will be presented to the Annual General Meeting of Shareholders for a consultative vote.

Changes to the Board of Directors
The Board of Directors of Credit Suisse Group AG is proposing Alexander Gut and Joaquin J. Ribeiro as new non-executive Board members at the Annual General Meeting of Shareholders on April 29, 2016 for a term of office of one year. Both Alexander Gut and Joaquin J. Ribeiro have extensive experience in global banking, scaling operations and innovation.

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 will continue to serve 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.

Urs Rohner, Chairman of Credit Suisse Group, commented: “I am delighted to propose two proven experts with international experience in financial services and bank audit to be elected to the Board of Directors of Credit Suisse Group. Banks are operating in an increasingly complex regulatory framework and in a fast changing market environment. The successful implementation of our new strategy with the objective of generating profitable growth through the economic cycle requires a strong focus on risk management and compliance. It is therefore important to have outstanding professionals on the Board and I am convinced that our bank will greatly benefit from their combined expertise. We also plan to appoint Alexander Gut to the Board of Directors of the newly established legal entity of our bank in Switzerland.”

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 will therefore not stand for re-election to the Board of Directors of Credit Suisse Group.

Urs Rohner added: “Sebastian Thrun, founder of Google X and Udacity, will contribute to our newly established Silicon Valley based fintech venture “Credit Suisse Labs” as a senior advisor and will focus on banking innovation and continue to chair Credit Suisse’s Innovation & Technology Committee. During his tenure on our Board, he shared his unique insights about technology and its impact on our bank’s operating procedures, and more generally on the financial industry. Credit Suisse Labs has the mandate to position Credit Suisse at the forefront of banking innovation. I would like to warmly thank Sebastian for his contributions to Credit Suisse Group and I look forward to working with him as an advisor to us.”

Chairman Urs Rohner and the other members of the Board of Directors stand for re-election for a term of office of one year.

Invitation to the Annual General Meeting and Publication of Agenda
The invitation and agenda for the Annual General Meeting of Shareholders as well as a letter from the Chairman of the Board of Directors to shareholders are available on the Credit Suisse website at: www.credit-suisse.com/agm 


2015 Annual Report
The 2015 Annual Report contains a detailed description of the Group’s strategy, organizational structure, corporate governance including compensation policies, and treasury and risk management framework. Also, it includes a review of the Group’s operating and financial results accompanied by Credit Suisse’s audited annual financial statements.

Additionally, Credit Suisse publishes its 2015 Corporate Responsibility Report and Company Profile. The 2015 Corporate Responsibility Report describes how Credit Suisse Group AG assumes its various responsibilities as a bank towards society and the environment. The 2015 Company Profile contains a summary of Credit Suisse Group AG’s strategic direction and organizational structure.

All publications are available for download from 07:00 CET today and hard copies can be ordered free of charge at: www.credit-suisse.com/ar

The 2015 Annual Report on Form 20-F will be filed with the US Securities and Exchange Commission during the course of today, March 24, 2016, and will be available for download at: www.credit-suisse.com/sec