TIDMAIA
ALTIN AG, RESOLUTIONS AGM 2011
Altin AG
RESOLUTIONS OF THE ANNUAL GENERAL MEETING
of Altin AG, which took place on Wednesday, 27 April 2011,
starting at 3:00 p.m. (Swiss time) at Casino Zug, Artherstrasse 2 -
4, CH-6300 Zug, Switzerland.
(Excerpt of the minutes)
Agenda with Proposals of the Board of Directors and Resolutions
of the Annual General Meeting:
1.1.Business Report and Financial Statements 2010, Auditors'
Report
The Board of Directors proposes the following:
-- the approval of the Business Report and the Financial Statements 2010;
and
-- the receipt of the Auditors' Report.
1.2.Resolution of the Annual General Meeting
The Annual General Meeting unanimously resolves the approval of
the Business Report and the Financial Statements 2010 and takes
notice of the Auditor's Report.
2.1.Consolidated Financial Statements 2010, Auditors' Report
The Board of Directors proposes the following:
-- the approval of the Consolidated Financial Statements 2010; and
-- the receipt of the Auditors' Report.
2.2.Resolution of the Annual General Meeting
The Annual General Meeting unanimously resolves the approval of
the Consolidated Financial Statements 2010 and takes notice of the
Auditors' Report.
3.1.Allocation of Retained Earnings
The Board of Directors propose that the retained earnings for
the year 2010 of CHF 77'794'645.-- be carried forward.
3.2.Resolution of the Annual General Meeting
The Annual General Meeting resolves that the retained earnings
for the year 2010 of CHF 77'794'645.--be carried forward.
4.1.Release from Liability for the Members of the Board of
Directors
The Board of Directors propose that all the members of the Board
of Directors be released from liability for their activities in
relation to the Company for the financial year 2010.
4.2.Resolution of the Annual General Meeting
The Annual General Meeting unanimously resolves that all the
members of the Board of Directors be released from liability for
their activities in relation to the Company for the financial year
2010.
5.1.Re-election of the Board of Directors and re-appointment of
Auditors
The Board of Directors propose the following:
-- the re-election of Eric M.C. Syz, André Pabst, Francesco Rossi, Nigel
Russel and Dr. Peter Altorfer to the Board of Directors for one
year,
Dr. Peter Beglinger resigns from the Board of Directors;
-- the re-election of PricewaterhouseCoopers AG, Zurich, as Auditors of
the Company for one year.
5.2.Resolution of the Annual General Meeting
the re-election of Eric M.C. Syz, André Pabst, Francesco Rossi,
Nigel Russel and Dr. Peter Altorfer to the Board of Directors for
one year; and the re-election of PricewaterhouseCoopers AG, Zurich,
as Auditors of the Company for one year.
6.1.Reduction of Share Capital owing to completion of the share
buy back program
The Board of Directors propose in the invitation to the AGM the
following:
-- Reduction of share capital from CHF 80'194'423.-- by CHF 7'990'000.--
to CHF 72'204'423.-- by cancelling of 470'000 registered shares
with a
par value of CHF 17.-- each, which were acquired in 2010
pursuant to
the buy back program approved by the Board of Directors.
-- Acknowledgement according to the special report of the auditors
PricewaterhouseCoopers AG, Zurich, that the creditors' claims
are
fully covered even after the share capital reduction as required
by
art. 732 para 2 CO.
-- Use of any book profit resulting from the reduction of the share
capital exclusively for the purpose of depreciation according to
art.
732 para 4 CO.
-- Amendment of art. 5 of the Articles of Association as of the date oft
he entry of the capital reduction in the Commercial
Register:
"The share capital of the Company amounts to CHF 72'204'423.--;
it is fully paid-in.
The share capital is sub-divided into 4'247'319 registered
shares each with a nominal value of CHF 17.--."
6.2.Resolution of the Annual General Meeting
The Annual General Meeting unanimously resolves the
following:
-- Reduction of share capital from CHF 80'194'423.-- by CHF 7'990'000.--
to CHF 72'204'423.-- by cancelling of 470'000 registered shares
with a
par value of CHF 17.-- each, which were acquired in 2010
pursuant to
the buy back program approved by the Board of Directors.
-- Acknowledgement according to the special report of the auditors
PricewaterhouseCoopers AG, Zurich, that the creditors' claims
are
fully covered even after the share capital reduction as required
by
art. 732 para 2 CO.
-- Use of any book profit resulting from the reduction of the share
capital exclusively for the purpose of depreciation according to
art.
732 para 4 CO.
-- Amendment of art. 5 of the Articles of Association as of the date oft
he entry of the capital reduction in the Commercial
Register:
"The share capital of the Company amounts to CHF 72'204'423.--;
it is fully paid-in.
The share capital is sub-divided into 4'247'319 registered
shares each with a nominal value of CHF 17.--."
7.Miscellaneous
--
Zug, April 27, 2011
The Chairman: The Secretary:
__________________ __________________
Dr. Peter Altorfer Jurij Benn
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