Bâloise : Invitation Annual General Meeting 2021 pdf, 203 KB

58th ANNUAL GENERAL MEETING

INVITATION

Friday, 30 April 2021, Basel

Due to the extraordinary situation in connection with the COVID- 19 Pandemic, the Board of Directors has decided that the Annual General Meeting will be held in a closed session without the physical participation of shareholders.

All shareholders have the possibility to issue a written or electronic power of attorney with instructions to the independent proxy.

Organisational information is available from page 20.

Attachments

• Summary of the Annual Report
  - Form "Proxy/Instructions"
  - Return envelope

58th ORDINARY ANNUAL GENERAL MEETING

INVITATION

Agenda

1. Management report for the financial year 2020
2. 1. Adoption of the management report, the annual financial statements, and the consolidated financial statements
   2. Consultative vote on the remuneration report
3. Discharge
4. Appropriation of distributable profit
5. Amendments to the Articles of Association
6. 1. Capital reduction through cancellation of repurchased shares
   2. Authorised capital
7. Elections
8. 1. Election of ten members of the Board of Directors
   2. 1. Dr Thomas von Planta (Member and Chairman in single vote)
      2. Dr Andreas Beerli
      3. Christoph B. Gloor
      4. Hugo Lasat
      5. Christoph Mäder
      6. Dr Markus R. Neuhaus
      7. Thomas Pleines
      8. Professor Hans-JörgSchmidt-Trenz
      9. Professor Marie-Noëlle Venturi - Zen-Ruffinen
      10. Dr Karin Lenzlinger Diedenhofen
   3. Election of four members of the Remuneration Committee
   4. 1. Christoph Mäder
      2. Dr Markus R. Neuhaus
      3. Thomas Pleines
      4. Professor Hans-JörgSchmidt-Trenz
   5. Independent proxy Dr Christophe Sarasin
   6. Statutory auditors Ernst & Young AG
9. Remuneration
10. 1. Remuneration of the Board of Directors
    2. Remuneration of the Corporate Executive Committee
    3. 1. Fixed remuneration
       2. Variable remuneration

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58th ORDINARY ANNUAL GENERAL MEETING

INVITATION

Agenda

1. Management report for the financial year 2020

1.1Adoption of the Management report, the Annual Financial Statements, and the Consolidated Financial Statements

Proposal

The Board of Directors proposes that the Management Report, the Annual Financial Statements, and the Consolidated Financial Statements be approved.

1.2 Consultative vote on the remuneration report

Proposal

The Board of Directors proposes that the Remuneration Report included in the Annual Report 2020 be approved (non-binding advisory vote).

2.Discharge

Proposal

The Board of Directors proposes that discharge be granted to the members of the Board of Directors and to the persons entrusted with the management of the company.

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58th ORDINARY ANNUAL GENERAL MEETING

INVITATION

3. Appropriation of distributable profit

Proposal

The Board of Directors proposes the following appropriation of distributable profit:

Annual profit 2020	CHF	372,317,275.70
Profit carried forward from previous year	CHF	139,027.21
Net profit	CHF	372,456,302.91
Dividend	CHF	- 312,320,000.00
Allocation to free reserves	CHF	- 60,000,000.00
Balance to be carried forward	CHF	136,302.91

The dividend total of CHF 312,320,000.00 is equivalent to a gross dividend of CHF6.40 per share or CHF 4.16 per share after the deduction of withholding tax of 35%.

The last trading day with dividend entitlement is foreseen to be 3 May 2021 and the first trading day ex-dividend is foreseen to be 4 May 2021. The scheduled payment date is 6 May 2021.

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