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Valartis Group AG invites its Shareholders to the 2013 Ordinary General Shareholders' Meeting


April 26, 2013 - London

Valartis Group AG /Valartis Group AG invites its Shareholders to the 2013 Ordinary General Shareholders' Meeting . Processed and transmitted by Thomson Reuters ONE.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 2013 Ordinary General Shareholders' Meeting, which will be held on Tuesday, 14 May 2013, at 5.00 p.m. at the Renaissance Zurich Hotel, Thurgauerstrasse 101 in Zurich-Glattpark.

Agenda

1. Approval of the Annual Reports: Consolidated Financial Statements and Consolidated Annual Report of the Valartis Group and Financial Statements and Annual Report of Valartis Group AG for the financial year 2012; acknowledgement of the Auditors' Reports
The Board of Directors proposes that the Annual Reports 2012 of the Valartis Group and of Valartis Group AG be approved.

2.Discharge of the Members of the Board of Directors
The Board of Directors proposes that discharge be granted to the Members of the Board of Directors of Valartis Group AG for the financial year 2012.

3.Approbation of retained earnings of Valartis Group AG
The Board of Directors proposes the following approbation of retained earnings:

Profit brought forward from previous year CHF
5,884,278
Net profitCHF
33,937,306
Retained earningsCHF
39,821,584
Allocations from/to free reserves CHF
0
Dividend on capital entitled to dividend paymentsCHF
-5,000,000
Profit to be carried forwardCHF
34,821,584
Dividend per bearer share entitled to dividend payments  CHF
1.00


4.Change of Articles of Association

It was decided at the Valartis Group AG 2012 Shareholders' Meeting that the term of office served by the members of the Board of Directors should be lowered from three years to one year, subject to the approval by the Swiss Financial Market Supervisory Authority (FINMA). FINMA concluded in 2012 that, given the increasingly high demands made of Board members at Swiss private banks, the challenges of good corporate governance would be better met by the current three-year term of office. Therefore FINMA did not approve the change of the Articles of Association.

In view of the acceptance of the federal initiative "against fat-cat payouts" on 3 March 2013 by the Swiss Sovereign, the Board of Directors proposes once again to the Shareholders' Meeting the following change of the Articles of Association (changes in bold):
"Art. 13 Para 1: The Board of Directors consists of at least three members who are elected by the General Assemblyfor a term of one year, i.e. up to and including the first Annual General Meeting after their election. A re-election is possible."

With the change of the Articles of Association, Valartis Group AG would introduce the upcoming mandatory one-year term for Board members of listed companies already this year. FINMA has already given their approval.

5.Elections
5.1Board of Directors

MCG Holding AG, which holds 2,470,000 shares or 49.4 per cent of the voting rights of Valartis Group AG, proposes the election of Mr Felix Fischer, banking professional from Niederglatt ZH, as member of the Board of Directors for a term of office of one year.

Felix Fischer, 64 years old, has been with UBS in various functions from 1965 to 1999, as of 1996 as member of the group executive board. From 2000 until 2002, Felix Fischer was CFO and member of the executive board of PSP Swiss Property Group. He has been an independent business consultant since 2003, as of 2008 advisor to the Global Property Fund of the Swiss Capital Group. During the years 1997 to 2012, Felix Fischer was member of the Expert Committee on Financial Reporting SWISS GAAP FER.

5.2 Auditors
The Board of Directors proposes that Ernst & Young AG, Zurich be re-appointed Group auditor and auditor of Valartis Group AG for a further term of one year.


You can obtain admission tickets (proxy on the reverse) until 7 May 2013 via your custodian bank or from Valartis Bank AG, Zurich, Switzerland, in return for depositing your shares.

We have appointed Dr. Jürg Martin, attorney at law, Stadthausstrasse 12, 8400 Winterthur, as independent proxy for voting rights in accordance with Art. 689c Swiss Code of Obligations. If you would like to authorize Dr. Jürg Martin to act as proxy, please send him the admission ticket together with your authority and any instructions by no later than 7 May 2013.

Proxies as per Art. 689d Swiss Code of Obligations must state the number, type and nominal value of the shares they represent at the admission control.


If you have any questions, please contact:
Björn Scheiwiller, Head Corporate Communication
Tel. +41 43 336 81 11


Valartis Group - Private Banking Plus
Valartis Group is an internationally active banking and finance group with offices in Zurich, Geneva, Lugano, Vienna, Liechtenstein, Luxembourg, Moscow, and Singapore. The Group's holding company, Valartis Group AG, is domiciled in Baar, canton of Zug, and is listed on the Swiss stock exchange SIX Swiss Exchange.

Valartis Group focuses on the wealth management business for wealthy private clients and institutional investors: "Private Banking Plus". In addition to traditional wealth management and investment advisory, Valartis Group develops, manages and markets innovative niche investment products and provides specialised advisory and banking services within corporate and structured finance. The Group's core markets include Central and Eastern Europe, the Middle East and selected countries in North and South America as well as Asia.

Media Release (PDF)



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Source: Valartis Group AG via Thomson Reuters ONE

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