Invitation to the Ordinary Shareholders' Meeting of CREALOGIX Holding AG

Dear shareholders,

We look forward to welcoming you to the 20th Ordinary Shareholders' Meeting at which the facts, figures and reports concerning the 2019/2020 business year will be presented. However, due to uncertainties in relation to COVID-19, we recommend casting your vote in advance in writing rather than attending in person. For participants who would like to be physically present, we have a protection policy in place, which includes the mandatory stipulation of wearing a face mask. We also regret to not be providing any food after the Shareholders' Meeting in order to protect the health of the present staff.

Date:

Monday, 26 October 2020, 4.30 p.m. (doors open at 3.45 p.m.)

Venue:

Baslerpark's Auditorium, Baslerstrasse 60, 8048 Zurich

Agenda and Proposals of the Board of Directors

  1. Annual Report
    Submission of the Annual Report, containing the management report, financial statements and consolidated financial statements 2019/2020 and the Report of the Statutory Auditor.
    Proposal of the Board of Directors: Approval.
  2. Allocation of the balance sheet results for 2019/2020
    Proposal of the Board of Directors: Available earnings of CHF 14,165,943.70 to be carried forward to new account.
  3. Grant of a release to the responsible bodies Proposal of the Board of Directors:
    Grant of a release to the members of the Board of Directors and Executive Management for the business year ended 30 June 2020.
  4. Elections
    1. Board of Directors
      Proposal of the Board of Directors:
      Re-election of the following members, each individually, for another term of office of one year - until after the next Ordinary Shareholders' Meeting.
      1. Bruno Richle
      2. Dr Richard Dratva
      3. Ralph Mogicato
      4. Rudolf Noser
      5. Dr Christoph Schmid
    2. Chairman of the Board of DirectorsProposal of the Board of Directors:
      Reappointment of Bruno Richle as Chairman of the Board of Directors for another term of office of one year - until after the next Ordinary Shareholders' Meeting.
    3. Members of the Nominations and Compensation Committee

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Re-election of the following members to the Nominations and Compensation Committee, each individually, for a term of one year - until conclusion of the next Ordinary Shareholders' Meeting:

      1. Bruno Richle
      2. Dr Christoph Schmid
    1. Auditor
      Proposal of the Board of Directors:
      Reappointment of PricewaterhouseCoopers AG, Zurich, for another term of one year - until after the next Ordinary Shareholders' Meeting - as Statutory Auditor.
    2. Independent proxy
      Proposal of the Board of Directors:
      Reappointment of Dr Marc Russenberger, RKR Attorneys-at-Law, for a term of office of one year - until after the next Ordinary Shareholders' Meeting - as independent proxy.
  1. Approval of remuneration of members of the Board of Directors and the Executive Management
    1. Approval of the total amount of remuneration of members of the Board of Directors for the period from the Ordinary Shareholders' Meeting 2020 to the Ordinary Shareholders' Meeting 2021 of CHF 660'000.
      Proposal of the Board of Directors: Approval
    2. Approval of the total amount for fixed remuneration of the Members of the Executive Management for the fiscal year 2020/2021 of CHF 1'700'000.
      Proposal of the Board of Directors: Approval
    3. Approval of the maximum total amount of variable remuneration of members of the Executive Management for the fiscal year 2020/2021 of CHF 1'550'000.
      Proposal of the Board of Directors: Approval
    4. Advisory vote: Agreement of total amount of the effective paid out variable remuneration of members of the Executive Management for the fiscal year 2019/2020 according to the Remuneration Report.
      Proposal of the Board of Directors: Agreement
  2. Miscellaneous Annual Report
    You can find the Annual Report 2019/2020 including the Remuneration Report and Report of the Statutory Auditor on our website at crealogix.com/report-en.
    All documents have likewise been laid out for inspection at the headquarters of the Company.
    Registration
    We would appreciate you sending your registration to areg.ch AG by Thursday, 22 October 2020, using the enclosed reply envelope. The share register closes on Thursday, 15 October 2020 at 5.00 p.m.
    Substitution / Power of Attorney
    Due to uncertainties in relation to Covid-19, we do not recommend you participate in the
    Shareholders' meeting in person. You can be represented by:

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  • the independent proxy, Dr Marc Russenberger, RKR Rechtsanwälte, Stockerstrasse 60, 8002 Zurich;
  • another person with the capacity to act.

Shareholders can grant written power of attorney with the attached form. Directives can be made on the reverse side of the form. We ask you to return the form until 22 October 2020 (date of receipt). In addition, there is also the option to grant power of attorney and directives via the Internet to the independent proxy. The required login data for this can be taken from the attached form. Electronic participation or any changes in electronically-issued instructions shall be possible up to 11.59 a.m. (CET) at the latest on 22 October 2020. By realising the right to vote electronically, the shareholder no longer has the right to personal participation in the Shareholders' Meeting.

Thank you for your interest in our company and we hope you understand that we need to keep numbers of people present at Baslerpark on Monday, 26 October 2020 as small as possible for health reasons.

Zurich, 30 September 2020

CREALOGIX Holding AG

On behalf of the Board of Directors

Bruno Richle

Chairman of the Board of Directors

Enclosures:

Letter to shareholders, reply form and voting instructions to the independent proxy, envelope

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Crealogix Holding AG published this content on 07 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 October 2020 07:14:07 UTC