Credit Suisse shareholders approve maximum aggregate fixed compensation of CHF 31m for Exec Board

Maria Nikolova

The shareholders approved a cash distribution of CHF 0.1388 gross per registered share, half from retained earnings and half out of the capital contribution reserves.

The shareholders of Credit Suisse Group AG (SWX: CSGN) approved all of the proposals of the Board of Directors at the Annual General Meeting held earlier today in Zurich.

Regarding dividends, a total of 96.29% of the votes supported a cash distribution of CHF 0.1388 gross per registered share, half from retained earnings and half out of the capital contribution reserves. The payment of the cash distribution is scheduled for May 11, 2020. As previously announced, in the Autumn of 2020, the Board of Directors intends to propose a second cash distribution of CHF 0.1388 gross per share, which would be presented for approval at an Extraordinary General Meeting at that time, subject to market and economic conditions.

Further, the majority of votes (95.10%) were cast in favor of the reduction of the share capital of CHF 102,240,468.80 by CHF 4,330,560 to CHF 97,909,908.80, by cancelling 108,264,000 own registered shares with a par value of CHF 0.04 each, which Credit Suisse repurchased as part of the share buyback programs launched in January 2019 and January 2020.

Shareholders also approved, as a result of the audit report pursuant to Art. 732 para. 2 of the Swiss Code of Obligations of the supervised audit firm KPMG AG, Zurich, that the claims of creditors are fully covered, despite the reduction in the share capital, and that Art. 3, para. 1 of the Articles of Association will be amended accordingly.

The Annual General Meeting also saw the adoption of the proposal to approve a maximum amount of compensation for the Board of Directors of CHF 12.0 million for the period until the 2021 Annual General Meeting with a majority of 87.09% of the votes represented.

Additionally, the Annual General Meeting adopted the proposal of the Board of Directors to approve the aggregate amount of CHF 22.4 million for short-term variable incentive compensation for the Executive Board for the 2019 financial year, with a majority of 84.56% of the votes represented.

The Annual General Meeting also adopted the proposal to approve a maximum amount of CHF 31 million for the fixed compensation for the Executive Board for the period until the 2021 Annual General Meeting with a majority of 88.43% of the votes represented and approved the aggregate amount of CHF 28.6 million (based on fair value at grant) for long-term variable incentive compensation for the 2020 financial year, with a majority of 86.54% of the votes represented. In a consultative vote, shareholders accepted the 2019 Compensation Report, with a majority of 79.21% of the votes represented.

Chairman Urs Rohner and the other members of the Board of Directors who stood for re-election were confirmed in office for a term until the end of the next Annual General Meeting. Richard Meddings was elected to the Board of Directors as new member for a term until the end of the next Annual General Meeting.

The Annual General Meeting re-elected Iris Bohnet, Christian Gellerstad, Michael Klein and Kai S. Nargolwala as members of the Compensation Committee for a term until the end of the next Annual General Meeting. Kai S. Nargolwala will continue to serve as Chair of the Compensation Committee during this period.

Following the elections to the Board of Directors, Severin Schwan was re-appointed Vice-Chair as well as Lead Independent Director for a term until the end of the next Annual General Meeting. See the below table showing the new composition of the Board of Directors.

With a majority of 98.50% of the votes represented, shareholders approved the proposal of the election of PricewaterhouseCoopers AG, Zurich, as the new independent auditors for a term of one year.

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