Invitation. to the 26 th Annual General Meeting of Shareholders of Züblin Immobilien Holding AG

Transcription

1 Invitation to the 26 th Annual General Meeting of Shareholders of Züblin Immobilien Holding AG Tuesday 30 June 2015, a.m. (doors open at a.m.) SIX Swiss Exchange, Room Auditorium, Selnaustrasse 30, Zurich

2 Note: This English translation is for information only. Legally binding is the original German invitation available on the company s website

3 Agenda items and motions of the Board of Directors 3 1. Approval of the Annual Report 2014/2015, Auditors Reports and Compensation Report 1.1 Approval of the annual report 2014/2015 (consisting of the annual report, the financial statements of the company and consolidated financial statements of the group) and acknowledgement of the auditors reports The board of directors proposes to approve the annual report 2014/ Advisory vote on the compensation report for the business year 2014/2015 (non-binding) The board of directors proposes to approve the compensation report for the business year 2014/2015 by an advisory non-binding vote. 2. Appropriation of the net loss The retained loss available to AGM of Züblin Immobilien Holding AG as of 31 March 2015 amounts to: Brought forward from previous year CHF Earnings from financial year CHF Retained loss available to AGM as of 31 March 2015 CHF The board of directors proposes to offset an amount of CHF of retained loss available to AGM against capital contribution reserves and to carry forward the remaining net loss of CHF to the next account. 3. Discharge of the members of the board of directors and of the executive management The board of directors proposes to discharge the members of the board of directors and of the executive management for the business year 2014/ Reduction of the share capital with simultaneous re-increase of the share capital The share capital of the company shall be reduced by a par value reduction of each share and shall simultaneously be increased by an ordinary capital increase, provided, however, that the proposed shareholders resolutions are conditional on each other such that they can only be approved by the general meeting of shareholders in their entirety and can only be completed if they have been approved in their entirety. In particular, the board of directors proposes for the following comprehensive resolution:

4 4 4.1 Capital reduction through par value reduction The share capital of the company shall be reduced as follows: 1. The share capital with a nominal value of CHF shall be reduced by CHF to CHF The capital reduction shall be implemented by reducing the par value of all outstanding registered shares from currently CHF 1.00 to CHF 0.05 for each registered share. 3. The reduction amount shall be allocated to the general reserves and for tax purposes shall be referred to as reserve from capital contributions. 4. This capital reduction shall only become legally effective after the registration of the capital increase set out in agenda item 4.2 with the commercial register. 4.2 Ordinary capital increase The share capital to be reduced according to agenda item 4.1 shall be re-increased by an ordinary capital increase as follows: 1. The share capital with a par value of CHF shall be increased by CHF to CHF through issuing fully paid-up registered shares with a par value of CHF 0.05 each and an offer price of CHF 0.05 each. 2. The newly created registered shares will be entitled to dividends for the current business year 2015/2016. The voting rights for the new shares shall begin with the recording of the capital increase in the commercial register. 3. The new registered shares do not have any preferential rights. 4. The newly created shares shall be fully paid in in cash. 5. The new registered shares are subject to the registration restrictions set forth in Art. 3a of the articles of association. 6. The pre-emptive rights of the existing shareholders shall in substance be granted. For the purpose of effecting the share capital increase the registered shares to be issued shall be underwritten by a bank and offered to the existing shareholders. Each registered share before the capital increase shall convey the right to purchase 24 registered shares to be issued in the capital increase. The pre-emptive rights are freely transferable and will expire without compensation if not exercised. 7. Newly issued registered shares in respect of which pre-emptive rights have been granted but not exercised will, subject to the terms of an underwriting agreement yet to be concluded by the company, be sold for the company s account or purchased by Lamesa Holding S.A., Panama, at the offer price.

5 5 4.3 Completion of the ordinary capital increase and capital decrease The board of directors is only obliged and authorized to complete the capital increase pursuant to agenda item 4.2 and to register the capital increase together with the capital reduction with the commercial register if all registered shares to be issued have been subscribed and fully paid in. 4.4 Amendment to the articles of association in connection with the reduction of the share capital with simultaneous re-increase of the share capital The Articles of Association shall be amended as follows: Article 3 Amount of Share Capital, Number, Par Value and Type of Shares The share capital of the Company is CHF and is divided into fully paid-up registered shares with a par value of CHF 0.05 each. 5. Conditional Share Capital for Employee Participation The board of directors proposes to create conditional capital for employees and directors of the company of a maximum amount of CHF through the issuance of a maximum of fully paid-in registered shares with a par value of CHF 0.05 and to insert the following new article 4a into the articles of association. The conditional share capital according to article 4a will only be registered with the commercial register when and if the reduction of the share capital with simultaneous re-increase of the share capital pursuant to agenda item 4 has been implemented. Article 4a Conditional Share Capital The share capital of the Company may be increased through the issuance of a maximum of registered shares, which shall be fully paid-in, with a par value in the total amount of up to CHF by the exercise of option rights which the employees or directors of the Company or a group company are or were granted according to the employee stock option plan approved by the board of directors. The preemptive rights of the shareholders are excluded. The board of directors shall determine the conditions of the grant of the options, as the amount of the issue of shares, the start date of the dividend entitlement as well as the kind of contribution, in the form of special regulations (stock option plans).

6 6 6. Elections 6.1 Re-election of the board of directors The board of directors proposes the re-election of the following members of the board of directors for a term of office until the next annual general meeting of shareholders: Dr. Iosif Bakaleynik Mr. Vladislav Osipov Mr. Iakov Tesis Dr. Markus Wesnitzer Dr. Wolfgang Zürcher 6.2 Re-election of the chairman of the board of directors The board of directors proposes the re-election of Dr. Iosif Bakaleynik as chairman of the board of directors for a term of office until the next annual general meeting of shareholders. 6.3 Election of the members of the compensation committee The board of directors proposes to elect the following members of the board of directors as members of the Compensation Committee for a term of office until the next annual general meeting of shareholders: Dr. Iosif Bakaleynik Dr. Wolfgang Zürcher Dr. Markus Wesnitzer 6.4 Re-election of the independent proxy Antrag: The board of directors proposes the re-election of Mr. Andres Schenker, Zurich, as independent proxy for the business year 2015/2016 until completion of the annual general meeting of shareholders Re-election of the auditors Antrag: The board of directors proposes the re-election of Ernst & Young AG, Zürich, as auditors for the business year 2015/2016.

7 7 7. Amendment to the Articles of Association regarding the Compensation of the Board of Directors and the Executive Management and Further Related Provisions The board of directors proposes to approve the following amendments to the articles of association regarding the compensation of the board of directors and the executive management and further related provisions, it being understood that these amendments to the articles shall become effective as of their approval if the shareholders vote in favour of the board s proposal. Current Wording IV. Compensation of the board of directors and the executive management and further related provisions Article 20 Compensation Proposed Wording (changes in bold) IV. Compensation of the board of directors and the executive management and further related provisions Article 20 Compensation The compensation of the board of directors consists of a fixed remuneration. The compensation of the executive management may in particular consist of the following components: fixed remunerations; performance-based remuneration, the whole target bonus being the maximum; cash remunerations; payments made to pension funds. Remunerations for proven expenses and fixed expenses up to the amount recognised under Swiss tax law do not count as compensation. Members of the board of directors and the executive management may receive compensations from enterprises that are directly or indirectly controlled by the Company. Such compensations shall also be included in the vote of the general meeting of shareholders regarding the approval of compensations. The compensation of the directors consists of a fixed compensation and may comprise an annual compensation, additional retainer fees (such as for the chairperson of the board of directors, membership in committees or the performance of special tasks or assignments) as well as further benefits and perquisites, as shall be determined by the board of directors or, if delegated to it, the compensation committee, including employer s social security contributions, contributions to pension plans, payments of insurance premiums, postretirement benefit plans and allowances. The compensation may be paid in cash, shares, restricted shares, or any other form of compensation (including benefits in kind or services) as determined by the board of directors, or, if delegated to it, the compensation committee. The compensation of the members of the executive management may comprise of the following components: fixed remunerations; performance-based remuneration, the whole target bonus being the maximum; cash remunerations; payments made to pension funds.

8 8 (a) an annual base salary, (b) short-term incentive compensation, (c) compensation under long-term incentive programs, and (d) any other compensation as required by any applicable laws or as deemed appropriate by the board of directors or, if delegated to it, the compensation committee, including without limitation employer s social security payments, post-retirement benefit plans and allowances, health, welfare, expatriate assignment or relocation benefits (including re-imbursement of additional tax liabilities associated with the assignment or relocation), perquisite benefits, outplacement benefits and payment of premiums under insurances policies. Reimbursements for expenses on an individual or a lump sum basis up to the amounts recognized by the tax authorities shall not be deemed to involve compensation. The directors and the members of the executive management may receive compensation from, and for activities in, enterprises that are directly or indirectly controlled by the Company. Such compensation shall be included in the maximum aggregate amount to be approved by the general meeting of shareholders.

9 9 Article 20a The performance-based remuneration may depend on the achievement of the goals set by the Company as well as on the achievement of personal targets. The individual annual performance-based remuneration may not exceed 50% of the amount of the individual fixed remuneration for that year. The board of directors may further substantiate these principles. Article 20a The short-term incentive compensation shall be determined on the basis of financial targets of the enterprise and/or individual (quantitative and qualitative) personal targets. The targets shall be defined by the board of directors, or, if delegated to it, the compensation committee. The short-term incentive compensation may not exceed 150% of the annual base salary as far as the CEO is concerned and 100% of the annual base salary as far as the other members of the executive management are concerned. These principles may be specified in more detail by the board. The short-term incentive compensation is typically structured as cash payment, but may be granted in any other form of remuneration. Short-term incentive compensation is designed to reward performance over annual periods, but arrangements for periods less than one year may be approved by the board of directors or, if delegated to it, by the compensation commit-tee, as deemed necessary and appropriate in light of prevailing circumstances.

10 10 The long-term incentive compensation shall be determined on the basis of strategic and/or financial targets of the enterprise, which shall be measured over a period of at least three years. The targets shall be defined by the board of directors, or, if delegated to it, the compensation committee. The long-term incentive awards may involve awards in the form of shares, restricted shares, deferred or restricted stock units, options, cash and any other form of remuneration (including benefits in kind and services), as determined by the board of directors or, if delegated to it, the compensation committee. The board of directors or, if delegated to it, the compensation committee shall determine the applicable grant, vesting, exercise, forfeiture and recoupment conditions. With respect to pre-determined events, including change-ofcontrol, death, disability, termination of employment, mandate or other agreements, the board of directors or, if delegated to it, the compensation committee shall provide for the continuation, acceleration or removal of vesting, and exercise conditions, the payment or grant of compensation based on actual or assumed target achievement, or for forfeiture of the particular award.

11 11 Article 20b Each year, the board of directors shall propose to the general meeting of shareholders the approval of the fixed remunerations for the board of directors and the maximum total amounts of the fixed and performance-based remunerations for the executive management for the time period beginning on the first day of the month following the general meeting of shareholders and ending on the last day of the month of the next general meeting of shareholders, whereby general meeting of shareholders is to be understood as the general meeting of shareholders approving the compensations. In the event that the general meeting of shareholders does not approve the total compensation for the members of the board of directors and/or executive management, the board of directors may call a new general meeting of shareholders. Article 20b Except as otherwise provided in this art. 20b, the board of directors shall recommend for approval by the shareholders meeting the maximum aggregate amount of compensation (a) as far as the board of directors is concerned for the period starting at the beginning of the month following the shareholders meeting and ending at the end of the month following the next shareholders meeting, it being understood that shareholders meeting shall mean any shareholders meeting that approves the relevant compensation, and (b) as far as the executive management is concerned for the following business year. The board of directors shall have the right to seek shareholder approval by a shareholders meeting on a retrospective or prospective basis, or a combination thereof, of the maximum aggregate amount of compensation, or any element thereof, of the Board of Directors or the executive management, or any additional or contingent amount with respect to time periods that are different from those set forth in this art. 20b para. 1, in particular, without limitation, if the recommendation of the Board of Directors pursuant to art. 20b para. 1 has been rejected by the general meeting of shareholders. If the maximum aggregate compensation of the board and/ or the executive management has not been approved by the shareholders meeting, the board of directors may seek shareholder approval at a new shareholders meeting.

12 12 Article 21 Additional Mandates Each member of the board of directors or the executive management respectively may at most hold fifteen mandates. At most five of the mandates thereof may be in legal entities whose shares are listed at a stock exchange. Mandates in the sense of this provision are deemed to be mandates and employments in the top management or administrative boards of legal entities, which are obligated to register themselves in the commercial register or any equivalent foreign register. Mandates and employments in interconnected enterprises or mandates and employments, which are exercised in the function as member of the top management or administrative board (e.g. joint ventures or pension schemes) are deemed to count as one mandate only. The following mandates shall not be subject to the preceding limitation: mandates in enterprises, which are controlled by, or control, the company; mandates of the board of directors or the executive management held at the instruction of the company or any companies controlled by the company; mandates in associations, charitable foundations, family foundations as well as staff pension funds organised as foundations. Article 21 Additional Mandates Each member of the board of directors or the executive management respectively may at most hold fifteen mandates. At most five of the mandates thereof may be in legal entities whose shares are listed at a stock exchange. Mandates in the sense of this provision shall mean mandates and employments in the top management or administrative boards of legal entities that are obligated to be registered in the commercial register or any equivalent foreign register. Mandates and employments in related enterprises or mandates and employments that are exercised in the function as member of the top management or administrative board (e.g. with respect to joint ventures or pension schemes) or mandates in companies that are personally controlled and used for the purpose of private wealth management shall count as one mandate only. The following mandates shall not be subject to the preceding limitation: mandates in enterprises that are controlled by, or control, the company; mandates of the board of directors or the executive management held at the instruction of the company or any companies controlled by the company; mandates in associations, charitable foundations, family foundations as well as employee pension funds organised as foundations.

13 13 8. Compensation 8.1 Compensation of the board of directors The board of directors proposes to approve a maximum aggregate amount of compensation for the board of directors of CHF for the period starting at the beginning of the month following the shareholders meeting and ending at the end of the month following the next shareholders meeting (it being understood that shareholders meeting shall mean any shareholders meeting that approves the relevant compensation). 8.2 Compensation of the executive management for the period until the end of the business year 2015/2016 The board of directors proposes to approve a maximum aggregate amount of compensation of the executive management for the period until the end of the business year 2015/2016 in the amount of CHF Compensation of the executive management for the period until the end of business year 2016/2017 The board of directors proposes to approve a maximum aggregate amount of compensation of the executive management for the period until the end of the business year 2016/2017 in the amount of CHF

14 Organisational matters 14 Documents Voting rights and Admission to the Shareholders Meeting The annual report 2014/2015 including the auditors reports will be available for inspection by the shareholders from 10 June 2015 at the company s registered office in Claridenstrasse 20, 8002 Zurich, and on the internet ( The annual report will be sent to shareholders upon request. All shareholders who have been recorded in the share register of Züblin Immobilien Holding AG by 23 June 2015 are entitled to vote; they will automatically receive the invitation, including the agenda. These shareholders may request admission cards by returning the enclosed reply form until 25 June 2015 (date of receipt) to the following address: Züblin Immobilien Holding AG, c/o areg.ch ag, Fabrikstrasse 10, 4614 Hägendorf Shareholders who have sold their shares prior to the general meeting of shareholders will no longer be entitled to vote. Shareholders who have sold their shares are kindly asked to return the admission card to Züblin Immobilien Holding AG. In case of a partial sale, shareholders are requested to have their card corrected at the shareholders counter prior to the general meeting of shareholders. The members of the Board of Directors are also invited to the general meeting of shareholders. Representation Shareholders who cannot participate in person in the general meeting of shareholders can be represented as follows: a) By the independent proxy, Mr. Andres Schenker, c/o TRESAG Treuhand- & Unternehmensberatung AG, Gessnerallee 28, 8021 Zurich. Instructions can be provided with the form on the back of the reply form. b) By their legal proxy or by another person (who does not need to be a shareholder) based on a written proxy. In this case, please order an admission card and hand the signed version of the card over to your proxy. Shareholders are kindly requested to return the reply forms with the enclosed reply envelope as soon as possible to Züblin Immobilien Holding AG, c/o areg.ch ag, Fabrikstrasse 10, 4614 Hägendorf. Electronic voting by means of proxy and instructions to independent proxy For the first time, shareholders may participate in voting and elections electronically by means of proxy and instructions to independent proxy under The required login information will be delivered to shareholders together with the written general meeting documentation. Revising of instructions, which have been given electronically, is possible up to Sunday, 28 June 2015, 23:59 p.m. (CEST). Zurich, 9 June 2015 Züblin Immobilien Holding AG For the Board of Directors Dr. Iosif Bakaleynik, Chairman

15 Züblin Immobilien Holding AG Claridenstrasse 20 CH-8002 Zürich Telefon +41 (0)