Ordinary General Meeting of Shareholders 2015

Swatch Group General Assembly
Swatch Group

Swatch Group: Decisions taken by the Swatch Group shareholders at the Ordinary Assembly General Meeting of Thursday, May 28, 2015 at the Velodrome in Grenchen, Switzerland.

Biel/Bienne (Switzerland), May 28, 2015 – At its today's Ordinary Assembly General Meeting, the shareholders of the Swatch Group Ltd. approved all proposals submitted by the Board of Directors with a large majority (present shareholders 3,497 representing 72.7% of the voting rights) as follows:

1. 2014 Annual Report

Approval and acceptance of the Annual Report of the Board of Directors for 2014, Financial Statements 2014 (Balance Sheet, Income Statement and Notes) and Consolidated Financial Statements 2014, Statutory Auditors' Reports.

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

Discharge of all members of the Board of Directors and the Group Management Board for their activities during the business year 2014. 

3. Resolution for the appropriation of the available earnings

Appropriation of the available earnings 2014 of CHF 1'109'191'439.59 (net income as of 31.12.2014 of CHF 1'074'510'103.92 plus profit brought forward from the previous year of CHF 34'681'335.67) as follows: 

  • Dividend on share capital of CHF 125'210'250.00
    – CHF 1.50 per registered share / par value of CHF 0.45, CHF 186'067'500.00
    – CHF 7.50 per bearer share / par value of CHF 2.25, CHF 231'300'000.00
  • Allocation to special reserve CHF 670'000'000.00
  • Balance carried forward CHF 21'823'939.59

Total CHF 1'109'191'439.59
NB: No dividends are paid to subsidiaries owned at 100% by the Group. The dividend will be paid out as from June 3, 2015. The last trading day giving rise to a dividend entitlement is May 29, 2015. As from June 1, 2015, 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
Approval of the following amounts as fixed compensation for functions of the Board of Directors

  • for the period from 1 January 2015 until the Ordinary General Meeting 2015: maximum CHF 370'000 (excluding employer’s share of social benefits);
  • for the period from the Ordinary General Meeting 2015 until the next Ordinary General Meeting 2016, maximum CHF 880'000 (excluding employer’s share of social benefits)

i.e. a total amount of maximum CHF 1'250'000 (excluding employer’s share of social benefits).

– 4.1.2 Compensation for executive functions of the members of the Board of Directors
Approval of 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 2015.

4.2 Fixed compensation of the Executive Group Management Board and of the Extended Group Management Board for the business year 2015

Approval of a total amount of maximum CHF 6'250'000 (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 2015.

4.3 Variable compensation of the executive members of the Board of Directors for the business year 2014

Approval of a total amount of CHF 8'607'135 (excluding employer’s share of social benefits) as variable compensation of the executive members of the Board of Directors for the business year 2014.

4.4 Variable compensation of the members of the Executive Group Management Board and the Extended Group Management Board for the business year 2014

Approval of a total amount of CHF 24'989'511 (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 2014. 

5. Election of the members of the Board of Directors

Re-elected for another term of office, which will end with the closure of the next Ordinary General Meeting, are

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

6. Election to the Compensation Committee

Re-elected for another term of office, which will end with the closure of the next Ordinary General Meeting, are

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

7. Election of the Independent Representative

Elected as independent voting rights representative for one term of office, which will end with the closure of the next Ordinary General Meeting, is Mr. Bernhard Lehmann, c/o Nimbus AG, P.O. Box, 8866 Ziegelbrücke, Switzerland.

8. Election of the Statutory Auditors

Elected as Statutory Auditors for another term of office, which will end with the closure of the next Ordinary General Meeting, is PricewaterhouseCoopers Ltd.

9. Revision of the Articles of Association of The Swatch Group Ltd

Approval of the revised wording of the Articles of Association of The Swatch Group Ltd as published in the Swiss Official Gazette of Commerce (the amended Articles of Association are available here).

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