Ordinary General Meeting of Shareholders

The Ordinary General Meeting of Shareholders will be held in accordance with Article 12 ff of the Articles of Association and Article 27 of the Ordinance 3 on Measures to Combat the Coronavirus (COVID-19) on Tuesday May 11, 2021 at 10:00 a.m., in Biel/Bienne, Switzerland.

In accordance with Article 27 of the Ordinance 3 on Measures to Combat the Coronavirus (COVID-19) the Board of Directors has decided again to hold the Ordinary General Meeting without the physical presence of the shareholders. The Ordinary 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. Regarding the possibility to grant powers of attorney and instructions to the independent voting rights representative, please refer to the section "Organizational Notes" on the last page.

 

Electronic voting instructions to the independent voting rights representative:

For holders of registered and bearer shares https://swatchgroup.shapp.ch/

The electronic voting instructions must be submitted by Sunday, May 9, 2021, 11:59 p.m. (CEST) at the latest.

AGENDA

(Only the German version is legally binding.)

1. Annual Report 2020

1.1 Annual Report of the Board of Directors for 2020
1.2 Financial Statements 2020 (Balance Sheet, Income Statement and Notes) and Consolidated Financial Statements 2020
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 2020 (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 2020.

3. Resolution for the appropriation of the available earnings

The Board of Directors recommends that the General Meeting appropriates the available earnings of CHF 680'090'752.29 (net income as of December 31, 2020 of CHF 532'511'799.41 plus profit brought forward from the previous year of CHF 147'578'952.88) as follows:

 

- Dividend on share capital of CHF 117'719'775.00 CHF  
CHF 0.70 per registered share with a par value of CHF 0.45 CHF 81'843'650.00
CHF 3.50 per bearer share with a par value of CHF 2.25 CHF 101'276'000.00
- Allocation to special reserve CHF 450'000'000.00
- Balance carried forward CHF 46'971'102.29
Total CHF 680'090'752.29


The precise total amount of dividend payment depends on the number of shares outstanding and eligible to receive a dividend on May 12, 2021. The group does not pay dividends on shares held by the group.

The dividend will be paid out as from May 18, 2021. The last trading day giving rise to a dividend entitlement is May 12, 2021. As from May 14, 2021, 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 2021 until the next Ordinary General Meeting 2022.

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 2021.

4.2 Fixed compensation of the members of the Executive Group Management Board and of the Extended Group Management Board for the business year 2021

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 2021.

4.3 Variable compensation of the executive members of the Board of Directors for the business year 2020

The Board of Directors recommends that the General Meeting approves a total amount of CHF 4'236'960 (excluding employer’s share of social benefits) as variable compensation of the executive members of the Board of Directors for the business year 2020.

4.4 Variable compensation of the members of the Executive Group Management Board and the Extended Group Management Board for the business year 2020

The Board of Directors recommends that the General Meeting approves a total amount of CHF 10'698'170 (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 2020.

5. Election of the members of the Board of Directors

The Board of Directors recommends that the General Meeting reelects Ms. Nayla Hayek, Mr. Ernst Tanner, Ms. 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 Ms. 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 Ms. Nayla Hayek
5.2 Reelection of Mr. Ernst Tanner
5.3 Reelection of Ms. 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 Ms. 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 Ms. Nayla Hayek, Mr. Ernst Tanner, Ms. 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 Ms. Nayla Hayek
6.2 Reelection of Mr. Ernst Tanner
6.3 Reelection of Ms. 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.

9. Change of Articles of Association

The Board of Directors proposes to the General Meeting of Shareholders to supplement article 12 and article 13 paragraph 1 of the Articles of Association by a clause in order that the articles read as follows:

Article 12: Ordinary General Meeting

The Ordinary General Meeting shall be held annually within six months of the end of the business year. If legally allowed the Ordinary General Meeting can be held by electronic means without meeting place.

Articel 13: Extraordinary General Meeting

1 An Extraordinary General Meeting shall be convened when deemed necessary by the Board of Directors or the statutory auditors or if resolved by the General Meeting. If legally allowed the Extraordinary General Meeting can be held by electronic means without meeting place.

2 Remains unchanged.

 

Neuchâtel and Biel/Bienne, April 6, 2021

Sincerely,

On behalf of the Board of Directors,

N. Hayek
Chairwoman

ORGANIZATIONAL NOTES

In accordance with Article 27 of the Ordinance 3 on Measures to Combat the Coronavirus (COVID-19) the Board of Directors has decided again to hold the Annual General Meeting 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.

The Board of Directors asks the shareholders to give all voting instructions to the independent voting rights representative, Mr. Bernhard Lehmann, c/o Nimbus AG, Ziegelbrückstrasse 82, 8866 Ziegelbrücke, Switzerland and to execute all shareholder rights through him. This can be done in writing or electronically. Please respect the appropriate deadlines.

The holders of registered shares with the right to vote and duly registered by April 20, 2021 are able to give proxy voting instructions in writing. Should they decide to make use of this possibility, they are requested to complete the form “Proxy voting and instructions” and to return it by May 3, 2021, at the latest to The Swatch Group Ltd, c/o Nimbus AG, Ziegelbrückstrasse 82, 8866 Ziegelbrücke, Switzerland. From April 21, 2021 until and including May 11, 2021, the Share Register will be closed.

Until May 3, 2021 at the latest, holders of bearer shares may request the documents for proxy voting instructions in writing or electronically directly from their depositary/custodian bank against blocking the shares or by depositing the shares with a bank against a confirmation declaring that the shares are deposited and blocked. The custodian confirmation or bank statement declaring that the shares are blocked has to be submitted to The Swatch Group Ltd, c/o Nimbus AG, Ziegelbrückstrasse 82, 8866 Ziegelbrücke, Switzerland. The bearer shares will remain blocked or deposited until the day after the General Meeting. The instructions of holders of bearer shares who submit their instructions to the independent voting rights representative in writing has to arrive by postal mail not later than May 7, 2021.

Electronic designation of and instructions to the independent voting rights representative: Holders of registered and bearer shares may also electronically designate and give proxy voting instructions to the independent voting rights representative. The login-site is www.swatchgroup.com/gm. For the holders of registered shares the individual login data are available on the form “Proxy voting and instructions”. The holders of bearer shares will receive the login data after the submission of the custodian confirmation or bank statement declaring that the shares are blocked directly, or in case the bank does not disclose the names of its clients, indirectly through your custodian bank. The possibility to vote electronically must be executed until Sunday, May 9, 2021, 11:59 p.m. (CEST), at the latest.

Annual Report: The Annual Report 2020 with Financial Statements 2020, the Reports of the Statutory Auditors as well as the Consolidated Financial Statements 2020, the Compensation Report and the Board of Directors' proposal for the appropriation of available earnings will be accessible to the shareholders as from April 20, 2021 at the company’s registered office in Neuchâtel (Address: Swatch Group Pension Fund, Faubourg de l'Hôpital 3, Neuchâtel, Switzerland), at the site of the offices on Faubourg du Lac 6 in Biel/Bienne and on the internet site www.swatchgroup.com/annual_report. The Annual Report will be sent to shareholders upon request. Please tick the corresponding box on form “Proxy voting and instructions” if you wish to receive the Annual Report 2020 (incl. Compensation Report).

Shareholder’s gift: Only shareholders of registered and bearer shares with the right to vote and appointing the independent voting rights representative as proxy in writing or electronically will receive the shareholder’s gift by post to their address in Switzerland after the General Meeting. No shareholder’s gift will be delivered to an address abroad.

 

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