DJ Private Equity Holding AG: Invitation to the 25th Annual General Meeting of the shareholders of Private Equity Holding AG
Private Equity Holding AG / Key word(s): AGMEGM Private Equity Holding AG: Invitation to the 25th Annual General Meeting of the shareholders of Private Equity Holding AG 2022-05-10 / 07:00
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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 May 10, 2022, and which can be downloaded from www.peh.ch.
Zug, May 10, 2022
Invitation to the 25th Annual General Meeting of the shareholders of Private Equity Holding AG Thursday, June 2, 2022, at 2.00 pm
at the headquarter of Private Equity Holding AG, Gotthardstrasse 28, 6302 Zug
Unfortunately, the personal attendance of shareholders at the Annual General Meeting on site is not intended. Based on Article 27 of the COVID-19 Ordinance 3, the Board of Directors has decided that shareholders can exercise their voting rights exclusively by issuing a written or electronic power of attorney to the independent 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
1. Approval of the annual report, the IFRS financial statements and statutory annual financial statements for the financial year 2021/2022; 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 2021/2022.
2. Discharge of the Board of Directors
The Board of Directors proposes that discharge be granted to its members for the financial year 2021/2022.
3. Elections to the Board of Directors
3.1. 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 2023.
3.1.1. Re-election of Dr. Hans Baumgartner to the Board of Directors and as Chairman
3.1.2. Re-election of Martin Eberhard to the Board of Directors
3.1.3. Re-election of Dr. Petra Salesny to the Board of Directors
3.1.4. Re-election of Fidelis Götz to the Board of Directors
3.2. 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 2023):
3.2.1. Re-election of Martin Eberhard to the Compensation Committee
3.2.2. Re-election of Dr. Petra Salesny to the Compensation Committee
3.2.3. Re-election of Fidelis Götz to the Compensation Committee
3.3. 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 2023).
3.4. 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 2023).
4. Appropriation of available earnings and dividend distribution
The Board of Directors proposes to make a distribution of CHF 2.00 per registered share, of which one half will be distributed from the capital contribution reserves and one half as ordinary dividend from voluntary retained earnings. The Company forgoes the distribution to treasury shares held at the time of the distribution.
If this proposal is approved, the total dividend of CHF 2.00 per registered share will be distributed 50% as ordinary dividend 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; the statutory auditors have examined the proposal of the Board of Directors regarding the appropriation of retained earnings and confirmed the compliance with Swiss law and the articles of association.
CHF 1,000 Net gain 35,518 Retained earnings 93,993 Total retained earnings 129,511 Allocation from capital contribution (reserves from capital contribution) in retained earnings^1 2,525 Dividend distribution^2 -5,050 - Thereof 50% from capital contribution reserves and 50% from retained earnings Balance to be carried forward^2 126,986
^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 225,396 treasury shares held by the company as of March 31, 2022. 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 June 10, 2022. The last trading day that entitles the recipient to receive the distribution is June 9, 2022. From June 8, 2022, the shares will trade ex-dividend.
5. Capital decrease by cancellation of registered shares
The Board of Directors proposes:
- The cancellation of 200,000 registered shares, each with a nominal value of CHF 6.00, that were acquired by the Company before March 31, 2022 and the corresponding reduction of the share capital by CHF 1,200,000 and of the reserve for treasury shares built in connection with the acquisition of these shares. For these shares, the reserve for treasury shares was built against the reserve from capital contributions.
- to assert that all claims by creditors are covered after the capital reduction pursuant to the special audit report by KPMG AG pursuant to Art. 732 Abs. 2 OR; and
- to amend art. 3 of the Articles of Association as follows:
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).
8. Miscellaneous
Annual Report
The annual report 2021/2022, 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 May 10, 2022, 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 info@peh.ch or by calling +41 41 726 79 80.
Voting rights
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.
Reply form
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 by no later than Tuesday, May 31, 2022, 12:00 p.m. to the share registry: ShareCommService AG, Europastrasse 29, CH-8152 Glattbrugg, Fax: +41 44 809 58 59.
Proxy voting
As mentioned above, shareholders' physical participation in the General Meeting is not intended. 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 (SiSVote) to provide the independent proxy with powers and instructions on how to exercise their voting rights until May 30, 2022, 11:59 pm.
Shareholders who are not yet registered on this online platform can open a personal SiSVote account using the access data provided in the enclosed form.
If you have further questions, please refer to the support section on the SiSVote homepage for the contact information.
On behalf of the Board of Directors
Dr. Hans Baumgartner Chairman
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