Credit Suisse announce proposals for AGM
The Board of Directors of Credit Suisse Group AG today announced its proposals for the Annual General Meeting of April 26, 2013. Distribution out of reserves from capital contributions*
As previously announced, the Board of Directors proposes for the financial year 2012 a combined distribution against reserves from capital contributions in cash of CHF 0.10 per registered share (cash dividend) and in the form of new shares (stock dividend).
The stock dividend will be distributed as follows: For every share that they own, shareholders will receive a non-transferable right to the acquisition, at no charge, of new shares in Credit Suisse Group AG. Following the distribution, the rights will automatically be exchanged for new shares at the ratio determined by the Board of Directors on April 25, 2013, and published on April 26, 2013 ( before the exchange opens). The Board of Directors will set the subscription ratio so that the theoretical value of each right is around CHF 0.65.
The Board of Directors proposes to increase the authorized capital in order to service the 2013 stock dividend and to maintain financial flexibility in the course of further developing the business portfolio.
The motion proposes to increase the authorized capital of CHF 1,034,316.48 (equivalent to 25,857,912 registered shares) by CHF 4,965,683.52 to a maximum of CHF 6,000,000 (equivalent to 150 million registered shares) and to extend the authorization by two years.
Of the amount of 150 million registered shares, 50 million registered shares are reserved exclusively for the stock dividend in 2013. Increase in conditional capital for employee shares The Board of Directors proposes, as part of the capital plan announced in July 2012, that the current conditional capital for the purpose of delivering shares as part of employee participation programs be increased.
As part of the capital plan announced in July 2012 to strengthen the regulatory capital position, certain deferred cash contingent rights were converted voluntarily by employees to 31 million in deferred equity awards. Credit Suisse Group AG would like to meet this obligation in a capital- efficient manner through issuing new shares from conditional capital. For this reason, the Board of Director proposes to increase the current conditional capital for employee shares by CHF 1,093,621.32 (equivalent to 27,340,533 registered shares) to a maximum CHF 1,200,000 (equivalent to 30 million registered shares).