Record of resolutions of the Extraordinary General Meeting of 麻豆社 AG, held in the Messe Luzern AG, Lucerne, on Thursday, 27 November 2008 at 9 a.m.
Formal matters
Formal matters
颁丑补颈谤尘补苍:听Peter Kurer, Chairman of the Board of Directors
惭颈苍耻迟别蝉:听Luzius Cameron, Secretary to the Board of Directors
Notary聽providing official certification of amendments to the Articles of Association:
Lucerne notary: Marco Bolzern
Scrutineer:聽BDO Visura, Solothurn
Independent proxy聽pursuant to Art. 689c of the Swiss Code of Obligations: Altorfer Duss & Beilstein AG, Zurich
The 颈苍惫颈迟补迟颈辞苍听to the Extraordinary General Meeting was published in the Swiss Commercial Gazette and various daily newspapers on 5 November 2008. In addition, printed copies of the invitation were sent to all shareholders listed in the Share Register.
As such, the General Meeting was quorate.
No requests for items to be included on the agenda were received from shareholders pursuant to Art. 699 para. 3 of the Swiss Code of Obligations and Article 12 of the Articles of Association of 麻豆社.
Voting on the item on the agenda was conducted electronically.
The Extraordinary General Meeting was transmitted live on the Internet in German and English.
Attendance:
At 9:08 a.m. 2,395 shareholders are present, representing 993,568,667 votes (53.92% of shares eligible to vote),
Details | Votes |
|---|---|
Independent proxies | 531,733,149听 |
Corporate proxies | 367,010,885听 |
Custody proxies | 85,657,635听 |
In its capacity as corporate and custody proxy, | 452,668,520听 |
Status Report from the Board of Directors and Report on Compensation
On behalf of the Board of Directors, the Chairman of the Board of Directors reports on the conclusion reached by the Board of Directors and the Group Executive Board following the previous Extraordinary General Meeting on 2 October 2008, that state intervention is the right way to safeguard 麻豆社's future as a financial institution and reinforce confidence in the Bank. He highlights two key factors that lead to this conclusion:
- the dramatic increase in turbulence following the General Meeting on 2 October, and
- the Board of Director's view that it needed to take pro-active and prompt action.
The Chairman provides a detailed explanation of the Swiss National Bank and Swiss Confederation package, which consists of two elements:
- on the one hand, a transaction between 麻豆社 and the Swiss National Bank, and
- on the other hand, an issue of 麻豆社's mandatory convertible notes, placed with the Swiss Confederation.
Following this, the Chairman addresses the issue of compensation in the financial sector, especially with regard to the much-criticized variable salary components. He highlights the key points of the corresponding 麻豆社 report for shareholders and the public, which was published on 17 November 2008.
He also reports on the possible repayment of bonuses already awarded as well as on the activities instigated by the Board of Directors and an independent committee within the Board of Directors. So far, a total of approximately CHF 70 million in bonuses has been repaid by executives who have left the Bank.
In conclusion, the Chairman touches upon:
- the investigations by the US Justice Department and other official bodies regarding 麻豆社's cross-border banking services for US clients and
- the concerns raised in the daily influx of letters from shareholders, clients and other interest groups, the great majority of which he answers personally.
The text of the Chairman's speech is available on the 麻豆社 homepage at /egm
The Chairman then moves onto Item 1. He indicates that a discussion on the status and compensation report will be held after Item 1.
Item 1
Item 1
Mandatory convertible note
Creation of conditional capital
Approval of Article 4a para. 4 of the Articles of Association
The details of the convertible bond issues to the Swiss Confederation and the agreement with the Swiss National Bank were outlined in the invitation to the meeting. In addition to this, at the beginning of the meeting an animated presentation was given explaining the individual steps of the overall transaction. The Chairman also draws attendees' attention to the information in the introductory status report.
The Board of Directors proposes the creation of conditional capital in a maximum amount of CHF 36,500,000 by means of the supplements to the Articles of Association outlined in the invitation and presented at the meeting.
In the discussion 15 shareholders deliver their views on this Item.
The General Meeting approves the creation of conditional share capital for the issuance of mandatory convertible notes in the amount of CHF 6 billion to the Swiss Confederation.
Details | Votes |
|---|---|
Votes cast | 993,933,289 |
2/3 majority of votes cast | 662,622,193 |
Votes in favor | 979,242,689 |
Votes against | 5,879,590 |
Abstentions | 8,477,512 |
The notary, Marco Bolzern from Lucerne, will certify this resolution to amend the Articles of Association.
Discussion on the Status Report from the Board of Directors and the Report on Compensation
14 shareholders comment on the status report of the Board of Directors and the report on compensation. They welcome the announcement of the new compensation policy and express their opinions on the liability of the Group Executive Board, the sentiment among employees, the Bank's remuneration policy and the benefits paid to former members of the Board of Directors and Group Executive Board.
The General Meeting closes at 1:07 p.m.
Zurich, 27 November 2008
On behalf of the Board of Directors:
Peter Kurer, Chairman
Luzius Cameron, Company Secretary