Israel Press Release

Press Release

Credit Suisse Group AG publishes results of the 2022 Annual General Meeting

The shareholders of Credit Suisse Group AG today approved all proposals of the Board of Directors (Board) at the Annual General Meeting (AGM) in Zurich, with the exception of the discharge of the Board and Executive Board for the 2020 financial year. With a majority of 95.31%, shareholders elected Axel P. Lehmann as Chairman of the Board for a term until the end of the next AGM. Shareholders further elected Mirko Bianchi, Keyu Jin and Amanda Norton as non-executive members of the Board for a term until the end of the next AGM, and confirmed all other current members of the Board who stood for re-election for a term until the end of the next AGM. In addition, shareholders granted the Board and the Executive Board discharge for the 2021 financial year, excluding discharge in relation to the supply chain finance funds (SCFF) matter. The proposals put forward by Ethos Foundation, together with further shareholders, were rejected at the AGM.

Axel P. Lehmann, Chairman of the Board, said: “Together with the newly elected and re-elected Board members I am deeply committed to continuing to strengthen Credit Suisse and re-building the trust that our stakeholders deserve. We are clear on what Credit Suisse must stand for: a strong client focus, and the right risk and 'speak-up culture' to create lasting value for our shareholders, clients, employees and regulators. I am convinced we are on the right path forward.”

Election of the members of the Board and the Compensation Committee

With a majority of 95.31% of the votes represented, shareholders elected Axel P. Lehmann as Chairman of the Board for a term until the end of the next AGM. Following his re-election to the Board (91.73% of the votes represented), Christian Gellerstad was appointed as Vice-Chair and Lead Independent Director as well as Chair of the Compensation Committee. Additionally, shareholders approved proposals put forward by the Board for the election of Mirko Bianchi (97.78% of the votes represented), Keyu Jin (94.50% of the votes represented), and Amanda Norton (97.78% of the votes represented) as non-executive members of the Board for a term until the end of the next AGM. Amanda Norton joins the Board on July 1, 2022. The members of the Board who stood for re-election were confirmed in office for a term until the end of the next AGM.

Iris Bohnet, Christian Gellerstad and Michael Klein were re-elected, and Shan Li and Amanda Norton elected as members of the Compensation Committee for a term until the end of the next AGM.

The composition of the Board as of April 29, 2022, including the membership of different Board committees, can be found at: https://www.credit-suisse.com/about-us/en/our-company/our-management/board-of-directors.html

Discharge of the Board and Executive Board

Shareholders granted discharge to the Board and Executive Board for the 2021 financial year, excluding discharge in relation to the SCFF matter with 77.51% of the votes represented. However, discharge for the 2020 financial year, which as proposed would also have excluded the discharge in relation to the SCFF matter, was not granted by shareholders to the Board and Executive Board. Shareholders rejected the proposed discharge for the 2020 financial year by 59.95% of the votes represented. The Board acknowledges the result with respect to the 2020 discharge and will reflect on the feedback from shareholders and consider any further necessary steps.

Rejection of additional shareholder proposals

The two proposals put forward by Ethos Foundation and further shareholders did not achieve majority approval and were therefore rejected by shareholders. The Board had recommended that shareholders vote against both proposals.

Together with other shareholders, Ethos Foundation had proposed a special audit into the SCFF and “Suisse Secrets” (also referred to as “Swiss Leaks”) matters. The proposal was rejected by 88.55% of the votes represented.

Ethos Foundation, together with ShareAction and on behalf of 11 institutional investors, further put forward a proposal relating to Credit Suisse’s climate change strategy and disclosures. The specific focus of the proposal was on alignment, disclosure and reporting in relation to the oil, gas and coal sectors. The proposal called for the Articles of Association of Credit Suisse Group AG to be amended to include a new article. The proposal was rejected by 77.21% of the votes represented.

Further voting results

  • The proposed distribution of a total cash dividend of CHF 0.10 per share for the financial year 2021 was approved by 95.63% of the shareholder votes represented
  • The creation of authorized capital was approved by 95.91% of the shareholder votes represented
  • The maximum amount of compensation of the Board for the period from the 2022 AGM to the 2023 AGM was approved by 86.16% of the shareholder votes represented.
  • Both the proposed short-term variable incentive compensation for the 2021 financial year and the maximum aggregate fixed compensation of the Executive Board for the period from the 2022 AGM to the 2023 AGM were respectively approved by 82.97% and 93.43% of the shareholder votes represented. The proposed share-based replacement awards for new Executive Board members who joined the Executive Board in 2022 were also approved by 92.80% of the shareholder votes represented.
  • Shareholders accepted the 2021 Compensation Report in a consultative vote, with a majority of 80.23% of votes represented.

The detailed voting results of the 2022 AGM as well as the speeches of Axel P. Lehmann, Chairman of the Board, and Thomas Gottstein, Chief Executive Officer, are available online at: www.credit-suisse.com/agm.