scheduled on Wednesday May 22nd 2013, at 4:30 pm
(desk opens at 4:00 pm)
at the Beau-Rivage Palace, Place du Port 17-19, Lausanne-Ouchy
1. Approval of the annual report pertaining to the financial year 2012.
- The Board of Directors proposes to the Shareholders that they approve the annual report.
2. Approval of the Group and Parent Company accounts for the financial year 2012; reports of the
Group and statutory auditors.
- The Board of Directors proposes to the shareholders that they approve the annual financial statements
and the consolidated financial statements ended December 31st 2012.
3. Decision with regard to the use of the profit resulting from the balance sheet as at
December 31st 2012.
- The Board of Directors proposes to the Shareholders that they approve the following results appropriation:
Net profit for financial year 2012: Fr. 2'590'701
Balance carried forward from previous year: Fr. 713'358
Amount available from the balance sheet: Fr. 3'304'059
Distribution of a 35% dividend (ordinary 25% + jubilee
10%) on share capital (registered and bearer shares): Fr. 1'925'000
Attribution to other reserves: Fr. 700'000
Balance to be carried forward: Fr. 679'059
Total: Fr. 3'304'059
If this proposal is accepted, the following dividend shall be paid out, starting on May 29th 2013, upon presentation of coupon #15:
Per bearer share | Per registered share | |
Gross dividend per share 2012 : | Fr. 35.00 | Fr. 3.50 |
Deduction of a 35 % withholding tax: | Fr. 12.25 | Fr. 1.20 |
Net income per share: | Fr. 22.75 | Fr. 2.30 |
4. Discharge of the members of the Board of Directors.
- The Board of Directors proposes to the Shareholders that they grant the discharge.
5. Statutory elections.
- Re-election of the Group and statutory auditors for the financial year 2013 (KPMG SA).
- Re-election of the Board Members for a one-year term, namely Mssrs Henri Plomb, Stéphane Bise, Edgar
Brandt, Régis Menétrey, Antoine Spillmann, Jean-Luc Strohm and Christian Plomb.
6. Other.
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This notice is to be considered as a Shareholders' convocation.
The management report, which includes the 2012 annual report, the annual accounts and the consolidated accounts as at December 31st 2012, as well as the Statutory Auditor's report and the Group's Auditors report, can be consulted by the Shareholders, starting April 22nd 2013, at the Company's headquarters located at Av. de l'Elysée 24 in Lausanne.
The bearer shareholders who wish to attend the Annual General Meeting or wish to be represented by a third party, can withdraw the admission card at the Banque Cantonale Vaudoise and its subsidiaries or at the Company's headquarters by May 15th 2013, upon share deposit or against a certificate attesting that the shares have been deposited at a bank. The shares have to remain deposited till the day following the General Meeting.
- The Shareholders who wish to grant proxy to one of the Company's directors and officers must send their admission card bearing a blank proxy no later than May 15th 2013. In that case, the representation will be carried out in accordance with the Board recommendations.
- Furthermore, the Company has designated Me Eric Ramel, attorney, Av. d'Ouchy 18, 1006
Lausanne, as an independent proxy (689c CO). The Shareholders wishing to be represented by the latter must send him their admission card including the proxy as well as their eventual
instructions no later than May 15th 2013. If there are no voting recommendations, the
representation will be in the sense of the Board proposals.
- The Shareholders who wish to grant proxy to another Shareholder or to a legal representative are asked to fill the proxy form on the back of the admission card and to send it directly to the appointed party with their eventual instructions.
- The items and related proposals that the Shareholders would like to be listed on the agenda should reach the Company's headquarters located at Av.de l'Elysée 24, case postale 174, CH-
1001 Lausanne, no later than May 13th 2013.
Chairman of the Board Secretary of the Board
Henri Plomb Christian Plomb
Lausanne, April 10th 2013
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