ASSEMBLEA GENERALE ORDINARIA DEGLI AZIONISTI 2020

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Swatch Group: Decisions taken by the Swatch Group shareholders at the Ordinary General Meeting of Thursday, May 14, 2020

Biel/Bienne (Switzerland), May 14, 2020 – 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 Ordinary General Meeting in accordance with Article 6a of the Ordinance 2 on Measures to Combat the Coronavirus (COVID-19) has been hold without the physical presence of the shareholders. At today's Ordinary General Meeting, the shareholders approved, by a large majority, all proposals submitted by the Board of Directors. 

 

1. Annual Report 2019

Approval and acceptance of the Annual Report of the Board of Directors for 2019, Financial Statements 2019 (Balance Sheet, Income Statement and Notes), and Consolidated Financial Statements 2019 after consideration of the 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 2019.

 

3. Resolution for the appropriation of the available earnings

Appropriation of the available earnings of CHF 961'948'965.18 (net income as of 31.12.2019 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

 

NB: No dividends are paid to subsidiaries owned at 100% 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

Approval of a total amount of maximum CHF 780'000 (excluding employer’s share of social benefits) as fixed compensation for functions of the 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

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 2020.

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

Approval of 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

Approval of 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

Approval of 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

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. Mrs. Daniela Aeschlimann  
5.4. Mr. Georges N. Hayek
5.5. Mr. Claude Nicollier
5.6. Mr. Jean-Pierre Roth
5.7. 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. Mrs. Daniela Aeschlimann
6.4. Mr. Georges N. Hayek
6.5. Mr. Claude Nicollier
6.6. 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, P.O. Box, 8032 Zürich, 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.