The Board of Valartis Group AG invites the shareholders of Valartis Group AG to the 28th Ordinary General Meeting 2016. This meeting takes place on Tuesday, 28 June 2016 at 5 p.m. at the ConventionPoint, SIX Management AG, Selnaustrasse 30, 8001 Zurich.
Change to the Board of Directors
In November 2015, the number of members of the Board of Directors and the Compensation Committee dropped below the minimum number of three members as required by the Articles of Association due to the withdrawal of two members of the Board of Directors before expiration of their period of office. Mr Stephan Häberle has acted - as a short-term solution - in a double function both as Board member and as Group CEO of Valartis Group since the Extraordinary General Meeting of Shareholders on 15 January 2016. Stephan Häberle is no longer available for re-election as a member of the Board of Directors. The Board of Directors would like to thank Mr Häberle for his willingness to perform this double function during the current crisis. The Board of Directors proposes Mr Philipp LeibundGut for replacement election of the Board (please refer to the short CV on page 4).
Agenda and motions from the Board of Directors
| 1 | Annual Report 2015 | ||
| Motion: Endorsement of the Valartis Group consolidated financial statements and status report together with the Valartis Group AG annual accounts, as well as acknowledgement of the auditor`s report. | |||
| 2 | Discharge of liability for members of the Board of Directors and Group Executive Management | ||
| Motion: Discharge of liability be granted to members of the Board of Directors and Group Executive Management. | |||
| 3 | Appropriation of retained earnings of Valartis Group AG | ||
| Motion: | |||
| Profit brought forward from previous year | CHF | 134,752,830 | |
| Annual loss 2015 of Valartis Group AG | CHF | -86,040,960 | |
| Withdrawals from/allocations to free reserves | CHF | 0 | |
| Retained earnings | CHF | 48,711,870 | |
| Dividend on capital entitled to dividends | CHF | 0 | |
| Balance carried forward | CHF | 48,711,870 | |
| 4 | Consultative vote on Compensation Report 2015 | ||
| The Compensation Report 2015 contains further information and can be viewed under www.valartisgroup.ch, Investor Relations. | |||
| Motion: Endorsement of Compensation Report 2015 (consultative vote). | |||
| 5 | Endorsement of compensation for members of the Board of Directors and Group Executive Management | ||
| In accordance with the provisions of the Articles of Association, the Board of Directors proposes separate votes on compensation for members of the Board of Directors and Group Executive Management at the General Meeting 2016. | |||
| 5.1 | Total compensation for the Board of Directors for the period from the General Meeting 2016 up to the General Meeting 2017 | ||
| Motion: Endorsement of total compensation amounting to CHF 650,000 for the Board of Directors for the period from the General Meeting 2016 up to the General Meeting 2017. | |||
| 5.2 | Total compensation for Group Executive Management (excluding bonuses paid to members of Group Executive Management) for FY 2017 | ||
| Motion: Endorsement of total compensation amounting to CHF 900,000 (fixed compensation) for Group Executive Management for the financial year ending 31.12.2017. | |||
| 5.3 | Bonuses paid to Group Executive Management for FY 2015 | ||
| Motion: Endorsement of no bonus payments to Group Executive Management for the financial year ending 31.12.2015 (no variable compensation). | |||
| 6 | Re-election and initial elections to the Board of Directors | ||
| Members of the Board of Directors are individually elected on an annual basis by the General Meeting. Information on the current Board members can be found in the Annual Report under Corporate Governance, Board of Directors. | |||
| Stephan Häberle is no longer available for re-election as a member of the Board of Directors. The Board of Directors would like to thank Mr Häberle for his willingness - at short notice - to perform the double function as Group CEO and as member of the Board during the current crisis. | |||
| The Board of Directors proposes Philipp LeibundGut to be elected as a member of the Board. | |||
| The other members of the Board are eligible for re-election. | |||
| Motion: Re-election of Gustav Stenbolt as Chairman of the Board of Directors for a term of office up to conclusion of the next Ordinary General Meeting; re-election of Christoph N. Meister and initial election of Philipp LeibundGut as members of the Board of Directors, each for a term of office up to conclusion of the next Ordinary General Meeting of Shareholders. | |||
| 6.1. Re-election of Gustav Stenbolt as Chairman of the Board of Directors. | |||
| 6.2. Re-election of Christoph N. Meister as member of the Board of Directors. | |||
| 6.3. Initial election of Philipp LeibundGut as member of the Board of Directors. | |||
| 7 | Elections to the Compensation Committee | ||
| The members of the Compensation Committee are individually elected on an annual basis by the General Meeting. | |||
| Motion: Election of Christoph N. Meister, Gustav Stenbolt and Philipp LeibundGut as members of the Compensation Committee of the Board of Directors, each for a term of office up to conclusion of the next Ordinary General Meeting. Should Mr Meister be elected as a member, the Board of Directors intends to re-appoint him as Chairman of the Compensation Committee. | |||
| 7.1. Election of Christoph N. Meister as member of the Compensation Committee (Chairman). | |||
| 7.2. Election of Gustav Stenbolt as member of the Compensation Committee. | |||
| 7.3. Election of Philipp LeibundGut as member of the Compensation Committee. | |||
| 8 | Re-election of auditor | ||
| Motion: Re-election of Ernst & Young AG, Zurich, as auditor for one year. | |||
| 9 | Election of independent proxy for voting rights | ||
| The independent proxy for voting rights is elected by the General Meeting up to conclusion of the next Ordinary General Meeting of Shareholders. | |||
| Motion: Election of Martin Rechtsanwälte GmbH, Attorneys-at-Law, Stadthausstrasse 12, 8400 Winterthur, as independent proxy for voting rights for Valartis Group AG up to conclusion of the next Ordinary General Meeting of Shareholders. | |||
Organisational notes
Annual Report
The Annual Report (consolidated financial statement and status report for Valartis Group and the annual financial statement for Valartis Group AG) together with the Compensation Report and the respective audit reports for FY 2015, can be found online on the Group website from 24 May, 2016, under www.valartisgroup.ch