2020

17.04.2020 – The Swatch Group AG

Swatch Group: Ordinary General Meeting of Shareholders


Swatch Group: Ordinary General Meeting of Shareholders

The Ordinary General Meeting of Shareholders will be held in accordance with Article 12ff of the Articles of Association and Article 6a of the Ordinance 2 on Measures to Combat the Coronavirus (COVID-19) on Thursday May 14, 2020 at 10:00 a.m., in Biel, Switzerland.

Due to the classification of the COVID-19 situation by the Swiss Federal Council as an "extraordinary situation" under the Epidemics Act and the ban of all events in Switzerland, the Board of Directors has decided to hold the Annual General Meeting in accordance with Article 6a of the Ordinance 2 on Measures to Combat the Coronavirus (COVID-19) without the physical presence of the shareholders. The Annual General Meeting will be limited to the statutory meeting with a reduced number of executive bodies, employees of the company and the independent voting rights representative.

In view of the COVID-19 situation and the drastic consequences for the economy, the Board of Directors has decided to take a prudent approach to the company's financial resources and therefore recommends to the General Meeting to approve an approx. 30% lower dividend than originally planned. At the same time, the Board of Directors recommends to the General Meeting a reduction of 30% in the fixed compensation of the members of the Board of Directors for functions as a Board member.

AGENDA

1. Annual Report 2019

1.1 Annual Report of the Board of Directors for 2019

1.2 Financial Statements 2019 (Balance Sheet, Income Statement and Notes) and Consolidated Financial Statements 2019

1.3 Statutory Auditors' Reports

1.4 Approval of the said Reports and the Financial Statements

After reviewing the reports of the Statutory Auditors, the Board of Directors recommends that the General Meeting approves the Annual Report 2019 (Annual Report, Financial Statements and Consolidated Financial Statements).


2. Discharge of the Board of Directors and the Group Management Board

The Board of Directors recommends that the General Meeting discharges all members of the Board of Directors and the Group Management Board for their activities during the business year 2019.


3. Resolution for the appropriation of the available earnings

The Board of Directors recommends that the General Meeting appropriates the available earnings of CHF 961'948'965.18 (net income as of December 31, 2019 of CHF 911'378'325.08 plus profit brought forward from the previous year of CHF 50'570'640.10) as follows:

Dividend on share capital of CHF 117'719'775.00

 

CHF 1.10 per registered share with a par value of CHF 0.45

CHF 128'611'450.00

CHF 5.50 per bearer share with a par value of CHF 2.25

CHF 159'148'000.00

Allocation to special reserve

CHF 530'000'000.00

Balance carried forward

CHF 144'189'515.18

Total

CHF 961'948'965.18

The precise total amount of dividend payment depends on the number of shares outstanding and eligible to receive a dividend on May 15, 2020. The group does not pay dividends on shares held by the group.


The dividend will be paid out as from May 20, 2020. The last trading day giving rise to a dividend entitlement is May 15, 2020. As from May 18, 2020, the shares will be traded ex-dividend.


4. Approval of Compensation

4.1 Fixed compensation of the members of the Board of Directors

4.1.1 Compensation for functions of the Board of Directors

The Board of Directors recommends that the General Meeting approves a total amount of maximum CHF 780'000 (excluding employer’s share of social benefits) as fixed compensation for functions of the members of Board of Directors for the period from the Ordinary General Meeting 2020 until the next Ordinary General Meeting 2021.

4.1.2 Compensation for executive functions of the members of the Board of Directors

The Board of Directors recommends that the General Meeting approves a total amount of maximum CHF 2'550'000 (excluding employer’s share of social benefits) as fixed compensation for executive functions of the members of the Board of Directors for the business year 2020.

4.2 Fixed compensation of the members of the Executive Group Management Board and of the Extended Group Management Board for the business year 2020

The Board of Directors recommends that the General Meeting approves a total amount of maximum CHF 5'700'000 (excluding employer’s share of social benefits) as fixed compensation of the members of the Executive Group Management Board and of the Extended Group Management Board for the business year 2020.

4.3 Variable compensation of the executive members of the Board of Directors for the business year 2019

The Board of Directors recommends that the General Meeting approves a total amount of CHF 6'571'840 (excluding employer’s share of social benefits) as variable compensation of the executive members of the Board of Directors for the business year 2019.

4.4 Variable compensation of the members of the Executive Group Management Board and the Extended Group Management Board for the business year 2019

The Board of Directors recommends that the General Meeting approves a total amount of CHF 15'136'131 (excluding employer’s share of social benefits) as variable compensation of the members of the Executive Group Management Board and the Extended Group Management Board for the business year 2019.


5. Election of the members of the Board of Directors

The Board of Directors recommends that the General Meeting reelects Mrs. Nayla Hayek, Mr. Ernst Tanner, Mrs. Daniela Aeschlimann, Mr. Georges N. Hayek, Mr. Claude Nicollier and Mr. Jean-Pierre Roth as member of the Board of Directors for another term of office, which will end for all Directors with the closure of the next Ordinary General Meeting. The Board of Directors recommends that the General Meeting reelects Mrs. Nayla Hayek as Chair of the Board of Directors for another term of office, which will end with the closure of the next Ordinary General Meeting.

5.1 Reelection of Mrs. Nayla Hayek
5.2 Reelection of Mr. Ernst Tanner
5.3 Reelection of Mrs. Daniela Aeschlimann
5.4 Reelection of Mr. Georges N. Hayek
5.5 Reelection of Mr. Claude Nicollier
5.6 Reelection of Mr. Jean-Pierre Roth
5.7 Reelection of Mrs. Nayla Hayek as Chair of the Board of Directors

6. Election to the Compensation Committee

The Board of Directors recommends that the General Meeting reelects Mrs. Nayla Hayek, Mr. Ernst Tanner, Mrs. Daniela Aeschlimann, Mr. Georges N. Hayek, Mr. Claude Nicollier and Mr. Jean-Pierre Roth as member of the Compensation Committee for another term of office, which will end with the closure of the next Ordinary General Meeting.

6.1 Reelection of Mrs. Nayla Hayek
6.2 Reelection of Mr. Ernst Tanner
6.3 Reelection of Mrs. Daniela Aeschlimann
6.4 Reelection of Mr. Georges N. Hayek
6.5 Reelection of Mr. Claude Nicollier
6.6 Reelection of Mr. Jean-Pierre Roth


7. Election of the Independent Representative

The Board of Directors recommends that the General Meeting elects Mr. Bernhard Lehmann, P.O. Box, 8032 Zurich, Switzerland, as independent voting rights representative for one term of office, which will end with the closure of the next Ordinary General Meeting.


8. Election of the Statutory Auditors

The Board of Directors recommends that the General Meeting elects PricewaterhouseCoopers Ltd as Statutory Auditors for another term of office, which will end with the closure of the next Ordinary General Meeting.

Contacts

Media

Bastien Buss, Corporate Communications

Phone: +41 32 343 68 11

The Swatch Group Ltd, Biel/Bienne (Switzerland)

E-mail: please use our «Contact Form»

Investors

Felix Knecht, Investor Relations Officer

Phone : +41 32 343 68 11

The Swatch Group Ltd, Biel/Bienne (Switzerland)

E-mail: please use our «Contact Form»


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