Invitation General Meeting 2015

On Tuesday, 23 June 2015, the Board of Directors of OpenLimit Holding AG invites you to the Annual General Meeting of Shareholders 2015, which will take place at Zugerstrasse 74, CH-6340 Baar (the company’s headquarters) at 2.00 pm.

The following items and motions are on the agenda:

  1. Approval of the Annual Report, the Annual Financial Statements and the Consolidated Annual Financial Statements for 2014 as well as acknowledgement of the reports issued by the statutory auditor and the group auditor
    Board of Directors’ motion: To approve the Annual Report, Annual Financial Statements and the Consolidated Annual Financial Statements for 2014.
  2. Appropriation of net profit
    Board of Directors’ motion: To carry forward the balance to new account.
  3. Discharge of the organs
    Board of Directors’ motion: To discharge the relevant organs from their work performed during the 2014 financial year.
  4. Approval of the remunerations
    Board of Directors’ motion:
    4.1 Non-performance-related remuneration for the members of the Board of Directors
    The Board of Directors proposes to the General Meeting, for the period from the Annual General Meeting 2015 to the next Annual General Meeting 2016, to authorize the maximum amount of CHF 560,000 (including executive functions of members of the Board of Directors) as a non-performance-related remuneration for the members of the Board of Directors and their functions as such.
    4.2 Non-performance-related remuneration for the members of the Management Board for the financial year 2016
    The Board of Directors proposes to the General Meeting, for the 2016 financial year, to authorize an overall maximum amount of CHF 1,350,000 as a non-performance-related remuneration for the members of the Management Board.
    4.3 Performance-related remuneration for the members of the Management Board for the financial year 2016
    The Board of Directors proposes to the General Meeting, for the financial year 2016, to authorize an overall maximum amount of CHF 500,000 as a performance-related remuneration for the members of the Management Board.

    Note: The calculation of the maximum amounts assumes an average exchange rate of the year of EUR / CHF 1.05 and depends also on the valuation of options, if options are issued. The principles for remuneration are included in Art. 11 et seq. of the Articles of Incorporation. For further details, please see the remuneration report.
  5. Election to the Board of Directors
    Board of Directors‘ motion:
    5.1 Re-elect a) Mr. René C. Jäggi and b) Mr. Radu Popescu-Zeletin as members of the Board of Directors for the term of one year.
    5.2 Re-elect Mr. René C. Jäggi as President of the Board of Directors for the term of one year.
  6. Election to the remuneration committee
    Board of Directors‘ motion: Re-elect Mr. René C. Jäggi and Mr. Radu Popescu-Zeletin as members of the Remuneration Committee for a term of one year.
  7. Election of the independent proxy
    Board of Directors‘ motion: Election of the law office Silvia Margraf as an independent proxy for a term of one year.
  8. Election of the statutory auditor
    Board of Directors‘ motion: To re-elect Ferax Treuhand AG for a period of one year.
  9. Amendments to the Articles of Incorporation of OpenLimit Holding AG
    Board of Directors‘ motion: Approve the revised wording of the Articles of Incorporation of OpenLimit Holding AG. For further information on the proposed amendments to the Articles of Incorporation, please see our website (http://www.openlimit.com) under the heading Investor Relations / Corporate Governance. The revised version of the Articles of Incorporation is also available at the company or can be ordered from same.

The official invitation was published in the Swiss Official Gazette of Commerce (SOGC) and the electronic version of the Federal Gazette (with Europe-wide distribution) on 1 June 2015. The Board of Directors looks forward to active participation by all shareholders.

Note:
The Board of Directors’ motion published under agenda item 4.3 (Performance-related remuneration for the members of the Management Board for the financial year 2016) of the official invitation dated 1 June 2015 contains an editorial error, as reference is made to non-performance-related remuneration instead of performance-related remuneration. This information as well as the invitation itself (unchanged with the exception of this one formal rectification) has been passed on to the Swiss Official Gazette of Commerce (SOGC) as well as to the Electronic Federal Gazette.

Further Information:

Invitation to the General Meeting (German)
Proxy statement for voting rights (German)
• Proposal for amendments to the Articles of Incorporation (German)

2015: Invitation

Contact for investors

 OpenLimit
 
 
<script>