1. | Approval of the Management Report, the Financial Statements, the Consolidated Financial Statements for 2014/15 and acknowledgement of the Auditors’ Reports |
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2. | Resolution on the appropriation of retained earnings, allocation out of share premium (reserves for additional paid-in capital) to free reserves from additional paid-in capital and distribution (exempted from Swiss anticipatory tax) from free reserves from additional paid-in capital |
a. | Appropriation of retained earnings (TCHF 20,732) |
b. | Allocation out of share premium (reserves for additional paid-in capital) to free reserves from additional paid-in capital and distribution (exempted from Swiss anticipatory tax) from free reserves from additional paid-in capital of CHF 6.50 per share entitled to dividends In case of approval of the proposal, the distribution of CHF 6.50 net per each share entitled to a divided will be paid out from 19 January 2016. |
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3. | Discharge of the members of the Board of Directors and the Executive Board |
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4. | Changes to the Articles of Association |
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4.1 | Changes to the Articles of Association in connection with the Ordinance Against Excessive Compensation at Listed Companies (OAEC) |
a. | Statutory provision related to activities outside the Schaffner Group |
b. | Statutory provision related to the authorization of the maximum aggregate amount of compensation |
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4.2 | Reduction of conditional share capital by CHF 449,150 from CHF 1,040,000 to CHF 590,850 |
4.3 | Creation of authorized share capital in the maximum amount of CHF 2,066,805 |
4.4 | Changes to the Articles of Association in connection with the new accounting law and editorial changes |
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5. | Elections |
5.1 | Re-elections members of the Board of Directors |
a. | Re-election of Daniel Hirschi as a member of the Board of Directors for a term until the end of the following Annual General Meeting |
b. | Re-election of Herbert Bächler as a member of the Board of Directors for a term until the end of the following Annual General Meeting |
c. | Re-election of Gerhard Pegam as a member of the Board of Directors for a term until the end of the following Annual General Meeting |
d. | Re-election of Suzanne Thoma as a member of the Board of Directors for a term until the end of the following Annual General Meeting |
e. | Re-election of Georg Wechsler as a member of the Board of Directors for a term until the end of the following Annual General Meeting |
5.2 | Re-election of Daniel Hirschi as Chairman of the Board of Directors for a term until the end of the following Annual General Meeting |
5.3 | Re-elections members of the Compensation Committee |
a. | Re-election of Daniel Hirschi as a member of the Compensation Committee for a term until the end of the following Annual General Meeting |
b. | Re-election of Herbert Bächler as a member of the Compensation Committee for a term until the end of the following Annual General Meeting |
c. | Re-election of Suzanne Thoma as a member of the Compensation Committee for a term until the end of the following Annual General Meeting |
5.4 | Re-election of Dr. iur. Wolfgang Salzmann, attorney-at-law and notary public, Solothurn, as Independent Proxy for a term until the end of the following Annual General Meeting |
5.5 | Election of BDO AG, Solothurn, as Auditors of the Company for the fiscal year 2015/16 |
6 | Compensations |
a. | Consultative vote on the Compensation Report for the fiscal year 2014/15 |
b. | Approval of the maximum aggregate amount of compensation of the members of the Board of Directors of CHF 600,000 until the following Annual General Meeting |
c. | Approval of the maximum aggregate amount of compensation of the members of the Executive Board of CHF 4,000,000 for the fiscal year 2016/17 |
