To the shareholders of
Private Equity Holding AG, Zug
This is an unofficial translation of the German version that was sent to registered shareholders on June 5, 2020, and which can be downloaded from www.peh.ch.
Zug, June 5, 2020
Invitation to the 23rd Annual General Meeting of the shareholders of Private Equity Holding AG
Tuesday, June 30, 2020, at 2.00 pm
at the headquarter of Private Equity Holding AG, Gotthardstrasse 28, 6302 Zug
This year's Annual General Meeting will be held in accordance with the requirements of the Ordinance of the Swiss Federal Council regarding measures on combatting the Coronavirus. Under the measures taken by the Swiss Federal Council currently in place, the personal attendance of shareholders at the Annual General Meeting on site is not possible.
All shareholders have the option of providing the independent proxy with instructions via written or electronic proxy. This is possible with the enclosed reply form or electronically via the online platform developed by ShareCommService AG.
The Board of Directors would like to highlight that no event that can be attended by shareholders will take place at the General Meeting.
Agenda and proposals of the Board of Directors
2. Approval of the annual report, the IFRS financial statements and statutory annual financial statements for the financial year 2019/2020; acknowledgement of the auditor's reports
After acknowledging the reports of the statutory auditors, the Board of Directors proposes to approve the annual report, the IFRS financial statements and statutory annual financial statements for the financial year 2019/2020.
3. Discharge of the Board of Directors
The Board of Directors proposes that discharge be granted to its members for the financial year 2019/2020.
4. Elections to the Board of Directors
4.1. Board of Directors
The term of the current Directors ends with this Annual General Meeting.
The Board of Directors proposes to re-elect the current members Dr. Hans Baumgart-ner, Martin Eberhard, Dr. Petra Salesny and Fidelis Götz for another one-year term ending at the next Annual General Meeting 2021.
4.1.1. Re-election of Dr. Hans Baumgartner to the Board of Directors and as Chairman
4.1.2. Re-election of Martin Eberhard to the Board of Directors
4.1.3. Re-election of Dr. Petra Salesny to the Board of Directors
4.1.4. Re-election of Fidelis Götz to the Board of Directors
4.2. Compensation Committee
The Board of Directors proposes to elect the following Board members to form the Compensation Committee for the period of one year (until the end of the AGM 2021):
4.2.1. Re-election of Martin Eberhard to the Compensation Committee
4.2.2. Re-election of Dr. Petra Salesny to the Compensation Committee
4.2.3. Re-election of Fidelis Götz to the Compensation Committee
4.3. Independent Proxy
The Board of Directors proposes to elect KBT Treuhand AG, Zurich, as an independent proxy for one year (until the end of the AGM 2021).
4.4. Election of the auditors
The Board of Directors proposes to re-elect KPMG AG, Zurich, as statutory auditors for another one-year term (until the end of the AGM 2021).
5. Appropriation of available earnings and dividend distribution
The Board of Directors proposes to distribute a total dividend of CHF 1.00 per registered share, of which one half will be distributed from the capital contribution reserves and one half from voluntary retained earnings. The Company forgoes the distribution to treasury shares held at the time of the distribution.
Since the Federal Act on Tax Reform and AHV Financing (STAF) came into force on January 1, 2020, it is no longer allowed to distribute dividends solely from capital contribution reserves as completed in previous years.
If this proposal is approved, the total dividend of CHF 1.00 per registered share will therefore be distributed 50% from voluntary retained earnings, minus a Swiss withholding tax of 35%. The other 50% of the total dividend will be distributed from capital contribution reserves, the distribution of which is tax-privileged, as the capital contribution reserves can be distributed free of Swiss federal withholding tax and the distribution will not be subject to income tax for natural persons resident in Switzerland who hold shares as a private investment.
The board of Directors proposes the following appropriation of retained earnings. In contrast to the published annual report 2019/2020, the total gross dividend of CHF 2.00 was adjusted to CHF 1.00 per share. The statutory auditors have examined the proposal of the Board of Directors regarding the appropriation of retained earnings and confirmed the compliance with the Swiss law and the articles of association.
|Total retained earnings
|Allocation from capital contribution (reserves from capital contribution) in retained earnings1
|- Thereof 50% from capital contribution reserves and 50% from retained earnings
|Balance to be carried forward2
1 For tax reasons a preceding reclassification is required from capital contribution reserves to free reserves before the distribution.
2 Based on 2,750,000 shares less 160,287 treasury shares held by the company as of June 2, 2020. The number of shares entitled for a dividend distribution may change due to transactions in treasury shares until the date of the dividend payment.
If the proposal of the Board of Directors is approved, the distribution will take place on July 8, 2020. The last trading day that entitles the recipient to receive the distribution is July 3, 2020. From July 6, 2020, the shares will trade ex-dividend.
6. Compensation of the Board of Directors
The Board of Directors proposes a total maximum amount of CHF 200,000 to be paid as compensation to the members of the Board of Directors for the period of one year (until the next AGM). If re-elected, Dr. Petra Salesny foregoes the compensation for her work as a member of the Board of Directors.
7. Compensation of the Delegate of the Board of Directors
The Board of Directors proposes an additional compensation to be paid to the Delegate responsible for the management of the Company. The proposed additional compensation shall not exceed a maximum amount of CHF 100,000 for the period of one year (until the next AGM).
The annual report 2019/2020, the IFRS financial statements and statutory financial statements are available for inspection at the registered office of the Company at Gotthardstrasse 28, 6302 Zug, Switzerland from June 5, 2020, Monday to Friday. The annual report is further available for download at the Company's website (www.peh.ch). A hard copy can be requested at email@example.com or by calling +41 41 726 79 80.
Shareholders, who are registered with voting rights in the shareholders' registry of Private Equity Holding AG on the day the invitations are issued, are invited to vote at the Annual General Meeting. From the day the invitation to the Annual General Meeting is sent out until the day following the Annual General Meeting, no new entry in the shareholders' registry shall be made (Art. 6 par. 2 Articles of Association). Each share holds one vote. Shareholders who have sold their shares before the Annual General Meeting are no longer entitled to vote.
All shareholders registered with voting rights in the share registry will receive a reply form along with the invitation to the General Meeting. Shareholders are kindly requested to return the completed and signed reply form to the share registry: ShareCommService AG, Europastrasse 29, CH-8152 Glattbrugg, Fax: +41 44 809 58 59.
As mentioned above, shareholders' physical participation in the General Meeting is not possible. This also applies to all shareholder representatives except for the independent proxy.
Shareholders wishing to cast their vote can be represented by the independent proxy, KBT Treuhand AG (Zurich), represented by Mr Reto Leemann, fiduciary, who acts as the independent proxy in accordance with article 689c of the Swiss Code of Obligations.
Unless otherwise instructed, the independent proxy will follow the proposals of the Board of Directors.
Shareholders also have the option to register on the online platform of the share registry (Indirect Voting System - IDVS) to provide the independent proxy with powers and instructions on how to exercise their voting rights until June 26, 2020, 5 pm.
Shareholders who are not yet registered on this online platform can open a personal IDVS account using the access data provided in the enclosed form.
If you have further questions, please refer to the support section on the IDVS homepage for the contact information.
On behalf of the Board of Directors
Dr. Hans Baumgartner