M I N U T E S
General Meeting mobilezone holding ltd 2 April 2025, 10.30 a.m. Gemeindesaal Dorfmatt, 6343 Rotkreuz
Olaf Swantee, Chairman of the Board of Directors, opens the General Meeting in the Gemeindesaal, Dorfmatt, 6343 Rotkreuz, and takes the chair. In addition to the Chairman, the members of the Board of Directors Gabriela Theus, Michael Haubrich, Lea Sonderegger and the Executive Delegate of the Board of Directors Markus Bernhard as well as the members of the Group Management CFO Andreas Fecker and CEO Switzerland and Co-CEO Group Roger Wassmer are present.
In line with the legal and statutory provisions, invitations to today's ordinary General Meeting were issued in writing on 10 March 2025 to the shareholders listed in the share register and by publication in the Swiss Commercial Gazette (Schweizerisches Handelsblatt) dated 10 March 2025.
The full annual report 2024 with management report, report on non-financial matters, remuneration report, consolidated financial statements, annual financial statements of mobilezone holding ltd, proposal of the Board of Directors on the appropriation of available earnings and reports of the auditors on the consolidated financial statements, the annual financial statements and the remuneration report of mobilezone holding ltd as well as the minutes of the General Meeting 2024 have been available for inspection at the company's domicile, Suurstoffi 22, 6343 Rotkreuz, since 7 March 2025. These documents are also available to shareholders on the website mobilezoneholding.ch.
BDO AG as auditors is represented by Reto Frey (lead auditor) and Jan Bellinger.
Advokatur Brandschenke, Zurich, as independent proxy, is represented on site by Martin Dietrich.
The Chairman appoints Bernhard Mächler as secretary.
Presence / Quorum
Of the 43,229,135 shares issued, 32,164,443 shares are entitled to participate in the General Meeting.
The Chairman makes the following statement: 18,198,656 or 42.10 per cent of the shares issued or 56.58 per cent of the shares with voting rights attend today's General Meeting. Today's General Meeting is duly constituted and has a quorum for the scheduled agenda items
Shares | % | % | |
Shares issued | 43 229 135 | 100.00 | |
Share entitled to partecipate in the General Meeting | 32 361 763 | 74.40 | 100.00 |
173 Shareholders present | 335 | 0.78 | 1.04 |
Independent proxy | 17 863 465 | 41.32 | 55.54 |
Total shares represented and present | 18 198 656 | 42.10 | 56.58 |
1.
Reporting on the financial year 2024
1.1 Approval of the annual report, the consolidated financial statements and the financial statements of mobilezone holding ltd for the 2024 financial year
The Board of Directors proposes the approval of the annual report, the consolidated financial statements and the financial statements for 2024.
The proposal of the Board of Directors was approved with 18,087,559 votes in favour (99.56%) and 79,285 votes against (0.44%).
1.2 Consultative vote on the report on non-financial matters for the financial year 2024
The Board of Directors proposes that the General Meeting approves the report on non-financial matters for the financial year 2024 (consultative vote).
The proposal of the Board of Directors was with 17,349,296 votes in favour (96.10%) and 705,012 votes against (3.90%).
2. Discharge of the Board of Directors and the Group Management
The Board of Directors proposes that the General Meeting grants discharge to all members of the Board of Directors and the Group Management for their activities in the financial year 2024.
After noting that the Board of Directors and the Group Management and their representatives were note entitled to vote on this agenda item, the Chairman puts agenda item 2 to the vote.
The proposal of the Board of Directors was approved with 14,989,691 votes in favour (99.44%) and 84,979 votes against (0.56%).
3. Resolution on the appropriation of available earnings
Available earnings breakdown as follows:
Balance carried forward from previous year
CHF
87 288 182
Net income 2024
CHF
39 308 389
Available earnings at the disposal of the General Meeting
CHF
126 596 571
The Board of Directors proposes that the available earnings for the 2024 financial year of CHF 126,596,571 be appropriated as follows:
Distribution of a dividend of CHF 0.90 per dividend registered share
CHF
-38 906 222
Undistributed dividends on treasury shares held by the company
CHF
63 345
Income carried forward to new account
CHF
87 753 694
If this proposal is accepted, payment will be made on 11 April 2025 (ex-date 9 April 2025), less Swiss withholding tax of 35% on the dividend amount of CHF 0.90 per share.
The proposal of the Board of Directors was approved with 18,157,072 votes in favour (99.87%) and 23,799 votes against (0.13%).
4.
Remuneration for members of the Board of Directors and the Group Management
The remuneration of the Executive Delegate of the Board of Directors is included in the remuneration of the Group Management.
4.1 Consultative vote on the remuneration report for the financial year 2024
The Board of Directors proposes that the General Meeting takes note of and approves the remuneration report for the financial year 2024 in a consultative vote. In their report dated 5 March 2025 to the General Meeting, the auditor BDO AG confirms that the remuneration report complies with Art. 734a-734f of the Swiss Code of Obligations and the Company's Articles of incorporation.
The proposal of the Board of Directors was approved with 15,936,623 votes in favour (91.34%) and 1,510,440 votes against (8.66%).
4.2 Approval of the total amount of the maximum permissible remuneration of the Board of Directors for the period until the next General Meeting
The Board of Directors proposes to the General Meeting to approve the total amount of the maximum permissible remuneration of the Board of Directors for the period until the next ordinary General Meeting in the amount of CHF 0.55 million (previous year: CHF 0.55 million).
The proposal of the Board of Directors was approved with 16,839,376 votes in favour (96.40%) and 629,407 votes against (3.60%).
4.3 Approval of the total amount of the maximum permissible remuneration for the Group Managementfor the financial year 2026
The Board of Directors proposes that the General Meeting approves the total amount of the maximum permissible remuneration for the Group Management for the 2026 financial year of CHF 3.8 million (2025: CHF 3.8 million).
The proposal of the Board of Directors was approved with 15,934,797 votes in favour (88.75%) and 2,019,285 votes against (11.25%).
5.
Elections
5.1
Members of the Board of Directors
The Board of Directors proposes to the General Meeting that the following five persons be elected individually as members of the Board of Directors until the end of the next General Meeting:
a) Re-election of Olaf Swantee
b) Re-election of Michael Haubrich
c) Re-election of Dr. Lea Sonderegger
d) Re-election of Markus Bernhard
e) Election of Andreas Wyss
The proposal of the Board of Directors are thereby elected.
Board of Directors | Kind | Yes | % | No | % |
Olaf Swantee | Re-election | 17 729 242 | 97.93 | 375 596 | 2.07 |
Michael Haubrich | Re-election | 17 803 487 | 98.35 | 299 481 | 1.65 |
Dr. Lea Sonderegger | Re-election | 16 500 032 | 91.26 | 1 580 322 | 8.74 |
Markus Bernhard | Re-election | 17 206 551 | 95.04 | 898 164 | 4.96 |
Andreas Wyss | Election | 12 187 569 | 67.37 | 5 903 068 | 32.63 |
5.2 Chairman of the Board of Directors
The Board of Directors proposes that the General Meeting elects Olaf Swantee as Chairman of the Board of Directors until the end of the next General Meeting.
The proposal of the Board of Directors was approved with 16,825,241 votes in favour (92.94%) and 1,277,862 votes against (7.06%).
5.3 Members of the Nomination & Compensation Committee
The Board of Directors proposes that the General Meeting elects the following three persons individually as members of the Nomination & Compensation Committee until the end of the next General Meeting.
a) Dr. Lea Sonderegger (re-election)
b) Olaf Swantee (re-election)
c) Michael Haubrich (re-election)
The proposal of the Board of Directors is adopted as follows:
Board of Directors
Kind
Yes
%
No
%
Dr. Lea Sonderegger
Re-election
15 576 440
86.33
2 467 365
13.67
Olaf Swantee
Re-election
17 490 673
96.80
578 474
3.20
Michael Haubrich
Re-election
17 555 732
97.27
491 851
2.73
The Chairman announced that the Board of Directors intended to appoint Lea Sonderegger as Chairwoman of the Nomination & Compensation Committee.
5.4 Independent proxy
The Board of Directors proposes to the General Meeting that Advokatur Brandschenke, Zurich, represented by lawyer Martin Dietrich, be elected as independent proxy until the conclusion of the next General Meeting.
The proposal of the Board of Directors was approved with 18,117,510 votes in favour (99.85%) and 27,679 votes against (0.15%).
5.5 Auditors
The Board of Directors proposes to the General Meeting that BDO AG, Zurich, be elected as auditor of mobilezone holding ltd for the 2025 financial year. BDO AG, Zurich, will also act as auditors of the Group.
The proposal of the Board of Directors was approved with 18,019,314 votes in favour (99.33%) and 121,855 votes against (0.67%).
The auditors BDO AG have declared their acceptance of the election in advance.
This concludes the General Meeting. The Chairman thanks the shareholders for exercising their voting rights. The next General Meeting is scheduled for 8 April 2026.
End of the General Meeting: 11.59 a.m.
Rotkreuz, 2 April 2025
The Chairman:
The Secretary:
