REAL ESTATE GROUP
INVITATION TO THE ANNUAL GENERAL MEETING OF INVESTIS HOLDING SA
DATE
Thursday 18 April 2024, 3 p.m. (doors open at 2.30 p.m)
PLACE
SIX Convention Point Pfingstweidstrasse 110 8005 Zurich
APPROVAL OF THE 2023 BUSINESS REVIEW, FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS OF INVESTIS HOLDING SA; ACKNOWLEDGMENT OF THE AUDITORS'
REPORTS
PROPOSAL
The Board of Directors proposes the approval of the 2023 business review, the financial statements and the consolidated financial statements of Investis Holding SA and to acknowledge the auditors' reports.
RESOLUTION ON THE ALLOCATION OF AVAILABLE EARNINGS AND DISTRIBUTION OF AN ORDINARY DIVIDEND Appropriation of 2023 available earnings
PROPOSAL
The Board of Directors proposes an overall payout to shareholders totaling CHF 2.50 gross (CHF 1.625 net) per dividend bearing registered share. Registered shares held by the company (treasury shares) are exempt. Taking into account the inventory of 31,969 treasury shares, a total amount of CHF 31,920,077.50 *) is earmarked for distribution.
Payment of an ordinary dividend from available earnings
CHF 1,000
Profit carried forward from prior year 37,611
Profit for the year 53,993
Available earnings for the Annual General Meeting 91,604
Distribution to shares ranking for dividends *)
-31,920
Balance to be carried forward
59,684
*) The company waives this distribution on its treasury shares held at the time of distribution.
If the proposal is approved, the total distribution of CHF 1.625 net per registered share ranking for dividends will be paid out on 23 April 2024 (value date).
APPROVAL OF THE 2023 NON-FINANCIAL REPORT
PROPOSAL
The Board of Directors proposes the approval of the 2023 non-financial report.
The 2023 non-financial report is available atwww.investisgroup.com/en/investors/non-financial-reporting
AGENDA ITEM 4
DISCHARGE TO THE MEMBERS OF THE RESPONSIBLE BODIES FOR THE FINANCIAL YEAR 2023
PROPOSAL
The Board of Directors proposes that discharge is to be granted to the bodies of the company for their activities in the 2023 financial year.
ELECTIONS
5.1 Election of the members of the Board of Directors
PROPOSAL
The Board of Directors proposes the re-election of all current members of the Board of Directors each for a term of office of one year ending after the conclusion of the next Annual General Meeting:
5.1.1 Albert Baehny
5.1.2 Corine Blesi
5.1.3 Stéphane Bonvin
5.1.4 Christian Gellerstad
5.1.5 Thomas Vettiger
All elections are to be carried out individually in alphabetical order.
The curriculum vitaes of the members proposed for re-election to the Board of Directors can be found on the Investis websitewww.investisgroup.com/en/portrait/board-of-directors.
5.2 Election of the Chairman of the Board of Directors
PROPOSAL
The Board of Directors proposes the re-election of Thomas Vettiger as Chairman for a term of one year ending at the conclusion of the next ordinary General Meeting.
5.3 Election of the members of the Compensation Committee
PROPOSAL
The Board of Directors proposes the re-election of Albert Baehny and Corine Blesi as members of the Compensation Committee, each for a term of one year ending after the conclusion of the next Annual General Meeting:
5.3.1 Albert Baehny
5.3.2 Corine Blesi
The elections are to be carried out individually.
The Board of Directors intends to redesignate Albert Baehny as Chairman of the Compensation Committee, subject to his re-election as a member of the Compensation Committee.
5.4 Election of the Independent Proxy
PROPOSAL
The Board of Directors proposes re-election of Law office Keller Ltd., Zurich, as independent proxy for a term of one year ending with the completion of the next ordinary General Meeting.
5.5 Election of the Auditors
PROPOSAL
The Board of Directors proposes re-election of KPMG Ltd., Zurich, as the statutory Auditors for a term of one year.
COMPENSATION
6.1 Advisory vote on the 2023 Compensation Report
PROPOSAL
The Board of Directors proposes acceptance of the 2023 Compensation Report (advisory vote).
EXPLANATION
The 2023 Compensation Report provides an overview of the compensation principles and programmes applicable to the Board of Directors and the Executive Board of the Investis Group, as well as details related to the compensation awarded to these two bodies for the 2023 financial year. The vote on the 2023 Compensation Report is consultative and is conducted in line with the recommendations of the Swiss Code of Best Practice for Corporate Governance.
The 2023 Compensation Report is available under the following link:www.investisgroup.com/en/investors/corporate-governance
6.2 Approval of the maximum total amount for the compensation of the Board of Directors for the term up to the next ordinary General Meeting
PROPOSAL
The Board of Directors proposes the approval of an unchanged maximum total amount of CHF 0.7 million for the compensation of the members of the Board of Directors for the period up to the next ordinary General Meeting.
EXPLANATION
The Board Member Stéphane Bonvin is compensated solely for his services as Chief Executive Officer (CEO).
The annex sets out further details in relation to this proposal. In addition, the compensationsystem of Investis is described in the Compensation Report:www.investisgroup.com/en/ investors/corporate-governance
6.3 Approval of the maximum total amount for the compensation of the Executive Board for the 2025 financial year
PROPOSAL
The Board of Directors proposes the approval of an unchanged maximum total amount of CHF 4.7 million for the compensation of all members of the Executive Board for the 2025 financial year.
EXPLANATION
The annex sets out further details in relation to this proposal. In addition, the compensationsystem of Investis is described in the Compensation Report:www.investisgroup.com/en/ investors/corporate-governance
ANNEX
ANNEX TO AGENDA ITEM 6: COMPENSATION
6.2 Approval of the maximum aggregate compensation amount for the members of the Board of Directors for the period until the next ordinary General Meeting
PROPOSAL
The Board of Directors proposes the approval of the maximum aggregate compensation amount of CHF 0.7 million for the period until the next ordinary General Meeting.
EXPLANATION
This binding vote is conducted in compliance with the new Swiss Company Law that entered into force on 1 January 2023 and pursuant to Art. 20 of the Articles of Association of Investis.
The members of the Board of Directors receive a fixed compensation only, half of which is awarded in shares subject to a blocking period of three years. They are neither eligible to variable or performance-based compensation nor entitled to participate in the pension benefit plans of Investis Holding SA. The compensation of the Board of Directors is paid as summarised below:
Annual fixed retainer
Delivery
Chairman of the Board of Directors
Member of the Board of DirectorsCHF 160,000 80,000
50% in cash and 50% in restricted shares (3 years)
50% in cash and 50% in restricted shares (3 years)
The following table illustrates the composition of the proposed maximum aggregate amount of CHF 0.7 million for the compensation of the Board of Directors for the period until the next ordinary General Meeting.
Approved maximum compensation 2023- 2024
Compensation 2023-2024
Proposed maximum compensation 2024-2025
Number of members 1)
Number of members compensated 1)
5 4
5 5
4 4
CHF 1,000
Compensation in cash
Compensation in shares
Employer contributions to social security
200 400 100
200 200
285 400
33 100
Total compensation
700
518 700
1) whereas four non-executive members respectively
The proposed maximum aggregate amount is calculated assuming that all proposed individuals are being elected as members of the Board of Directors at the 2024 ordinary General Meeting. The member of the Board of Directors Stéphane Bonvin is compensated for his role as Chief Executive Officer (CEO) only. The proposed maximum aggregate amount includes the cash compensation, the value of the annual retainer paid in restricted shares and the mandatory social security contributions made by the employer (for the restricted shares, calculated on the value at grant). The actual compensation payout is disclosed in the Compensation Report of the respective year, which is submitted to a consultative shareholder vote.
Further information to the compensation of the Board of Directors can be found in the Compensation Report 2023www.investisgroup.com/en/investors/corporate-governance.
6.3 Approval of the maximum aggregate compensation amount for the members of the Executive Board for the 2025 financial year
PROPOSAL
The Board of Directors proposes approval of the maximum aggregate compensation amount of CHF 4.7 million for the compensation of all members of the Executive Board for the 2025 financial year.
EXPLANATION
The binding vote is conducted in compliance with the new Swiss Company Law that entered into force on 1 January 2023 and pursuant to Art 20 of the Articles of Association of Investis.
The compensation policy of Investis is driven by the pay-for-performance philosophy. The overall compensation of the members of the Executive Board consists of a fixed and a variable compensation. The fixed component fluctuates between 60 and 70% of the total compensation. The fixed compensation is entirely paid in cash.
The variable component shall be measured by the following components:
"G" Growth
linked to revenue growth
"O" Operating Profit
linked to the operating performance (EBIT)
"N" Net Profit
linked to the Investis Group's net profit
linked to the achievement of the Group's annual or multi-year
"S" Sustainability
ESG targets of the Group
Each of the components mentioned above accounts for a quarter of the targeted variable compensation amount.
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Disclaimer
Investis Holding SA published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 08:27:08 UTC.