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2014-04-17

Valartis Group AG : Valartis Group AG invites its Shareholders to the 2014 Ordinary General Shareholders' Meeting

Valartis Group AG / Valartis Group AG invites its Shareholders to the 2014
Ordinary GeneralShareholders' Meeting . Processed and transmitted by NASDAQ
OMX Corporate Solutions.The issuer is solely responsible for the content of
this announcement.
The Board of Directors of Valartis Group AG invites the Valartis Group
shareholders to the 2014 Ordinary General Shareholders' Meeting, which will
be held on Tuesday, 13 May 2014, at 5.00 p.m. at the Renaissance Zurich
Hotel, Thurgauerstrasse 101 in Zurich-Glattpark.

Agenda and motions submitted by the Board of Directors

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|1. Annual Report 2013 |
| Motion: Approval of the consolidated financial statements of Valartis Group, |
| the Annual Report and the annual accounts of Valartis Group AG, and |
| acknowledgement of the auditor's report. |
| |
|2. Discharge from liability to the members of the Board of Directors and the |
| Group Executive Management |
| |
| |
| Motion: Discharge from liability be granted to the members of the Board of |
| Directors and the Group Executive Management. |
| |
| |
|3. Appropriation of disposable profit of Valartis Group AG |
| |
| |
| Motion: The retained earnings for 2013 of Valartis Group AG will be |
| appropriated as follows: |
| |
| Profit brought forward from previous year CHF 34,821,584 |
| Annual loss of Valartis Group AG 2013 CHF - 12,145,461 |
| Withdrawals from/allocations to free reserves CHF 0 |
| Total of disposable profit CHF 22,676,123 |
| Dividend on capital entitled to dividends CHF 0 |
| Balance brought forward CHF 22,676,123 |
| |
|4. Consultative vote on remuneration of the members of the Board of Directors and |
| Group Executive Management |
| |
| |
| In accordance with the provisions of the "Swiss Code of Best Practice for |
| Corporate Governance", the Board of Directors proposes a non-binding |
| consultative vote on remuneration for the Board of Directors and Group |
| Executive Management at the 2014 General Meeting. The Remuneration Report is |
| an integral part of the report on Corporate Governance, which is included in |
| the Annual Report. The Annual Report can be found in the Internet |
| underwww.valartis.ch. |
| |
| |
|4.1. Compensation package for the Board of Directors for the period from the |
| General Meeting 2014 to the General Meeting 2015 |
| |
| Motion: Endorsement of total compensation in the amount of CHF 1,200,000 for |
| the Board of Directors for the period from the General Meeting 2014 to the |
| General Meeting 2015 (advisory vote). |
| |
| |
|4.2. Compensation package for the Group Executive Management performance cycle |
| which expired in 2013 |
| Motion: Endorsement of the total paid, or allocated, compensation for the |
| Executive Management performance cycle which expired in 2013, i.e., CHF |
| 3,194,600 (fixed and variable compensation; advisory vote). |
| |
|5. Changes to the Articles of Association - revision to conform with the new |
| Swiss Company Law |
| |
| |
| The amendments of the Articles of Association which have been filed for can be |
| found in the Internet (www.valartisgroup.ch). |
| |
| Motion: Approval of the amendments to the Articles of Association as published |
| in the Swiss Official Gazette of Commerce. |
| |
|6. Re-elections and new elections to the Board of Directors |
| The members of the Board of Directors are individually elected on an annual |
| basis by the General Meeting. Information on the current Board members can be |
| found in the Annual Report under Corporate Governance, Board of Directors. |
| Felix Fischer is no longer available for re-election. |
| |
| The Board of Directors proposes Stephan Häberle for election to the Board. |
| From 1980 to 1998, Stephan Häberle (54) occupied various positions at Bank |
| Leu, Zurich, in Private Banking in Switzerland and abroad. In 1996, he was |
| appointed Chief of Staff and led various projects. From 1998 to 2006, Mr. |
| Häberle worked at UBS Wealth Management International where he was in charge |
| of Austria and Central Europe as Regional Market Manager. In 2006, he moved |
| to LGT in Liechtenstein as Head of Private Banking International and member |
| of the Senior Management. He was also member of the management of LGT |
| (Switzerland). Between 2009 and 2012, he was CEO of Centrum Bank in |
| Liechtenstein and, from 2010, Group CEO. He has been CEO of MediBank in Zug |
| since 2013. |
| Motion: Re-election of Messrs. Urs Maurer-Lambrou, Rolf Müller, Christoph |
| Meister, and Jean-François Ducrest, each for a term of office up to |
| conclusion of the next Ordinary General Meeting.New election of Stephan |
| Häberle. |
| |
|6.1. Re-election of Urs Maurer-Lambrou |
|6.2. Re-election of Rolf Müller |
|6.3. Re-election of Christoph Meister |
|6.4. Re-election of Jean-François Ducrest |
|6.5. New election of Stephan Häberle |
| |
|7. Election of the Chairman of the Board of Directors |
| |
| |
| Motion: Election of Urs Maurer-Lambrou as Chairman of the Board of Directors |
| for a term of office up to conclusion of the next Ordinary General Meeting. |
| |
|8. Elections to the Compensation Committee |
| |
| |
| The members of the Compensation Committee of the Board of Directors are |
| individually elected on an annual basis by the General Meeting. Should Mr. |
| Ducrest be elected, the Board of Directors intends to appoint him as Chairman |
| of the Compensation Committee. |
| Motion: Election of Messrs. Ducrest, Meister and Müller as members of the |
| Compensation Committee of the Board of Directors, each for a term of office |
| up to conclusion of the next Ordinary General Meeting. |
| |
|8.1. Election of Mr. Jean-François Ducrest as member of the Compensation Committee |
|8.2. Election of Mr. Christoph Meister as member of the Compensation Committee |
|8.3. Election of Mr. Rolf Müller as member of the Compensation Committee |
| |
|9. Re-election of the auditor |
| |
| |
| Motion: Re-election of Ernst&Young AG, Zurich, as auditor, for one year. |
| |
|10. Election of the independent proxy for voting rights |
| |
| |
| The independent proxy for voting rights is elected by the General Meeting up |
| to concl...

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