Regensdorf, March 13, 2018
Dear Shareholders: It gives us great pleasure to invite you to the Annual Shareholders’ Meeting of mobilezone holding ag. The Annual Shareholdings’ Meeting will take place on Thursday, April 5, 2018, at 10:30 a.m. (doors open from 10:00 a.m.), at the company’s registered office at Riedthofstrasse 124, CH-8105 Regensdorf. The Board of Directors is pleased to invite the shareholders to a reception after the general meeting. Sincerely, mobilezone holding ag For the Board of Directors
Urs T. Fischer Chairman
mobilezone holding ag, Riedthofstrasse 124, CH-8105 Regensdorf T +41 43 388 77 11, F +41 43 388 77 92,
[email protected], www.mobilezone.ch
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Agenda and motions of the Board of Directors:
1.
Annual Report 2017, consolidated financial statements 2017, annual financial statements 2017 of mobilezone holding ag, and appropriation of available earnings 1.1 Explanations to the annual report 2017 and to the consolidated financial statements 2017 1.2 Approval of the annual report 2017 and the consolidated financial statements 2017 The Board of Directors moves for approval of the annual report 2017 and the consolidated financial statements 2017 by the General Meeting. 1.3 Approval of the financial statements 2017 of mobilezone holding ag The Board of Directors moves for approval of the financial statements 2017 of mobilezone holding ag by the General Meeting. 1.4 Appropriation of available retained earnings for 2017 of mobilezone holding ag Profit Carried forward from the previous year Net profit 2017 Available retained earnings for appropriation by the General Meeting
CHF 28’864’347 CHF 19’022’200 CHF 47’886’547
The proposal of the Board of Directors of mobilezone holding ag to the General Meeting is to dispose of the available retained earnings as follows: Distribution of a dividend CHF 0.60 per share entitled to dividends
CHF 19‘317‘418
Carried forward to new account
CHF 28’569’129
The dividend of CHF 0.60 per share less 35 percent Swiss withholding tax (anticipatory tax) on the dividend amount, will be distributed on April 12, 2018 (ex-date is April 10, 2018). At the extraordinary General Meeting on March 9, 2018, a capital increase will be proposed. If the capital increase is approved and placed, the number of dividend-bearing shares will increase. 2.
Discharge of the members of the Board of Directors and the Group Management The Board of Directors moves that discharge from liability for fiscal year 2017 be granted to all members of the Board of Directors and the Group Management.
3.
Compensation paid to the members of the Board of Directors and to the Group Management 3.1 Approval of the maximum aggregate amount of compensation of the members of the Board of Directors for the period up to the next annual General Meeting Motion of the Board of Directors: Approval of the maximum aggregate amount of compensation of the members of the Board of Directors for the period up to the next annual General Meeting in the amount of CHF 0.47 million. 3.2 Approval of the maximum aggregate amount of fixed compensation of the Group Management for the current fiscal year 2018 Motion of the Board of Directors: Approval of the maximum aggregate amount of fixed compensation of the Group Management for the current fiscal year 2018 in the amount of CHF 2.2 million.
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3.3 Approval of the aggregate amount of variable compensation and other benefits of the Group Management for the past fiscal year 2017 Motion of the Board of Directors: Approval of the aggregate amount of variable compensation and other benefits of the Group Management for the past fiscal year 2017 in the amount of CHF 1.085 million. 4.
Elections 4.1 Members of the Board of Directors The Board of Directors moves for election of each of the following four persons as members of the Board of Directors for a term of one year a) b) c) d)
Re-election of Urs T. Fischer Re-election of Andreas M. Blaser Election of Christian Petit Election of Gabriela Theus
4.2 Chairman of the Board of Directors The Board of Directors moves for the election of Urs T. Fischer as Chairman of the Board of Directors for a term of one year. 4.3 Members of the Compensation Committee The Board of Directors moves for election of each of the following three persons as members of the Compensation Committee for a term of one year. a) Re-election of Urs T. Fischer b) Re-election of Andreas M. Blaser c) Election of Christian Petit The Board of Directors intends to appoint Urs T. Fischer as Chairman of the Compensation Committee, subject to his election as a member of the Compensation Committee. 4.4 Election of the Independent Proxy The Board of Directors moves for the election of Hodgskin Rechtsanwälte, Zurich, as Independent Proxy until the conclusion of the next annual General Meeting. 4.5 Election of the Auditors The Board of Directors moves for the election of PricewaterhouseCoopers AG, Zurich, as auditors for fiscal year 2018. 5. Amendment of the articles of association The Board of Directors proposes to the General Meeting to move the headquarters of mobilezone holding ag from Regensdorf/Zurich to Risch/Zug and to amend article 1 of the Articles of Association accordingly.
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Notes Documents The Company Reports 2017 comprising the annual report, the consolidated financial statements, the annual financial statement, the compensation report of mobilezone holding ag, the auditor’s report, the proposal of the Board of Directors to the General Meeting regarding the appropriation of available earnings as well as the other motions of the Board of Directors and the minutes of the annual General Meeting held on April 6, 2017, are all available for inspection at the company’s headquarters, Riedthofstrasse 124, 8105 Regensdorf. In addition, all company reports are also available in electronic form on the company’s website at www.mobilezone.ch/about-us/investors/reports. Admission tickets Shareholders attending the General Meeting in person are asked to send the attached reply coupon and envelope to mobilezone holding ag, c/o areg.ch AG, Fabrikstrasse 10, 4614 Hägendorf in order to request an admission ticket and the voting materials. Admission tickets and voting materials will be sent out starting March 29, 2018. Shareholders of mobilezone holding ag who are registered in the share register as shareholders with voting rights as of March 28, 2018, are entitled to vote at the General Meeting. Admission office The admission office opens at 10:00 a.m. on the day of the General Meeting. Shareholders are requested to show their admission ticket when checking in. Appointment of Proxy Shareholders who are not attending the General Meeting in person may sign the proxy authorization on the reply coupon to authorize another person to act as their proxy or to authorize the Independent Proxy Martin Dietrich, Esq., Hodgskin Rechtsanwälte, Tödistrasse 17, P.O. Box 1814, 8027 Zurich. Authorizing and instructing proxies electronically Shareholders who are not attending the General Meeting in person may authorize and instruct the Independent Proxy electronically through remote voting. Electronic participation and any changes of proxies authorized and instructed electronically will be accepted up to and including Tuesday, April 3, 2018, 11:59 p.m. (CET). In that case, please register at www.netvote.ch/mobilezone and follow the instructions on the website. The required login data will be sent to the shareholders together with the documents for the General Meeting.
