Inventing success together
Invitation to the Annual General Meeting of the SFS Group AG
Wednesday, April 30, 2025
Dear Shareholders,
The 32nd Annual General Meeting of SFS Group AG will be held on Wednesday, April 30, 2025, at 5.30 p.m. We look forward to welcoming you to Sportzentrum Aegeten in Widnau.
Together with this invitation, you also receive the letter to shareholders containing the most impor-tant information about the 2024 financial year. The complete Annual Report is available online at reports.sfs.com. Printed copies of the re-port are additionally available at the company's headquarters.
can also register online at gvote.ch. All persons entered in the share register on April 16, 2025, at 1 p.m. (CET) with voting rights are eligible to attend. Please register by April 23, 2025.
Thank you for your loyalty and support as well as for the trust you have placed in us. We are looking forward to welcoming you to the Annual General Meeting.
Best regards,
Thomas Oetterli | Jens Breu | |
Please use the enclosed form to make a firm | Chair of the | CEO |
commitment to attend, to nominate a proxy or to | Board of Directors | |
issue instructions to the independent proxy. You |
32nd Annual General Meeting of SFS Group AG
Wednesday, April 30, 2025, from 5.30 p.m. (Doors open at 4.30 p.m.)
Sportzentrum Aegeten Aegetenstrasse 60
9443 Widnau, Switzerland
Agenda and proposals
1
Approval of the Management Report of SFS Group AG, the consolidated financial state-ments and the financial statements 2024 of SFS Group AG
The Board of Directors proposes that the Manage-ment Report, consolidated financial statements and the financial statements 2024 be approved.
Explanation
The Board of Directors is legally obliged to submit to the Annual General Meeting for approval the operational and financial Management Report, the
consolidated financial statements and the financial statements for each financial year.
The external auditor PricewaterhouseCoopers AG in St. Gallen has audited the consolidated financial statements of the SFS Group and the financial statements of the SFS Group AG and not added anything to its Audit Reports.
2
Approval of the Sustainability Report 2024 of SFS Group AG
The Board of Directors proposes that the Sustain-ability Report 2024 be approved.
Explanation
The Board of Directors is legally obliged to submit the Sustainability Report for each reporting period to the Annual General Meeting for approval. The Sustainability Report essentially covers the follow-ing topics: corporate governance, value chain, en-vironment, employees and society. It is available online at reports.sfs.com.
3
Approval of the compensation of the members of the Board of Directors and the Group Execu-tive Board
Explanation
The Annual General Meeting is responsible for approving the compensation paid to the Board of Directors and the Group Executive Board.
3.1
Approval of the compensation of the Board of Directors for the 2025/2026 term of office
The Board of Directors proposes the approval of a maximum total compensation for the mem-bers of the Board of Directors in the amount of CHF 1,200,000 (including social security contri-butions). In addition, CHF 700,000 (including social security contributions) for the allocation of 5,000 company shares for the period until the conclusion of the Annual General Meeting in 2026. The allocation of shares is measured at the fair market value of CHF 117.00 per share on February 17, 2025. Since the stock exchange price is subject to fluctuations, the value of the 5,000 shares could be higher or lower than CHF 700,000 at the time the shares are paid out following the Annual General Meeting.
Explanation
In accordance with Art. 6 num. 6 and Art. 12 para. 1 num. 1 of the Articles of Association of SFS Group AG, the General Meeting approves the maximum total amount of compensation of the Board of Directors up to the next Annual General Meeting. In accordance with Art. 25 of the Arti-cles of Association of SFS Group AG, members of the Board of Directors receive a fixed basic fee, a fixed compensation for membership in Board's committees as well as a fixed number of SFS shares. This compensation is to be set by the full Board of Directors at the request of the Nomi-nation and Compensation Committee within the limits of the aggregate amounts approved by the Annual General Meeting. Compensation is paid in cash and in the form of a fixed number of shares.
3.2
Approval of the maximum total amount of fixed compensation for the Group Executive Board for the period from January 1 to December 31, 2026
The Board of Directors proposes the approval of a maximum total amount of CHF 4,600,000 (in-cluding social security contributions) for the fixed compensation of members of the Group Execu-tive Board in the 2026 financial year.
Explanation
In accordance with Art. 6 num. 6 and Art. 12 para. 1 num. 4 of the Articles of Association of SFS Group AG, the Annual General Meeting ap-proves the fixed compensation for the Group Ex-ecutive Board that is to be paid in the coming financial year.
3.3
Approval of the maximum total amount of variable compensation for the Group Executive Board for the past financial year 2024
The Board of Directors proposes the approval of a maximum total amount for members of the Group Executive Board of CHF 2,000,000 (includ-ing social security contributions) for the variable cash compensation component, as well as CHF 1,000,000 (including social security contribu-tions) for the allocation of 7,400 company shares, which will be paid out on the basis of the results achieved in the 2024 financial year. The allocation of shares is measured at the fair market value of CHF 117.00 per share on February 17, 2025. Since the stock exchange price is subject to fluctua-tions, the value of the 7,400 shares could be higher or lower than CHF 1,000,000 at the time the shares are paid out following the Annual General Meeting.
Explanation
In accordance with Art. 6 num. 6 and Art. 12 para. 1 num. 3 of the Articles of Association of SFS Group AG, the Annual General Meeting approves the variable compensation of the Group Executive Board, which will be paid out on the basis of the results achieved in the preceding financial year.
3.4
Advisory vote on the Compensation Report 2024
The Board of Directors proposes that the Com-pensation Report 2024 be approved as part of a non-binding advisory vote. The Compensation Re-port is a separate chapter in the Annual Report, available online at reports.sfs.com.
Explanation
The Compensation Report contains the founda-tions for the compensation of the Board of Direc-tors and Group Executive Board, as well as the compensation of members of the two boards for the 2024 financial year. The Board of Directors submits the Compensation Report to sharehold-ers for an advisory vote.
4
Discharge of the Board of Directors and the Group Executive Board
The Board of Directors proposes discharging all members of the Board of Directors and the Group Executive Board for the 2024 financial year.
Explanation
In discharging the members of the Board of Di-rectors and the Group Executive Board, the com-pany and the shareholders who are in agreement declare that they will no longer hold accountable those responsible for events in the preceding financial year that were brought to the attention of the General Meeting. The company is not aware of any facts that would oppose a full dis-charge of the members of the Board of Directors and the Group Executive Board.
Appropriation of retained earnings and the statutory capital reserve
The Board of Directors proposes a distribution from retained earnings of CHF 1.25 per registered share ranking for dividend with a nominal value of CHF 0.10.
Retained earnings brought forward | |
Net income | |
Retained earnings available | CHF million 825.9 |
to the Annual General Meeting | |
Distribution from retained earnings* | CHF million -48.6 |
Balance to be carried forward | CHF million 777.3 |
CHF million 651.8
CHF million 174.1
The Board of Directors proposes a distribution from the statutory capital reserve of CHF 1.25 per registered share ranking for dividend with a nominal value of CHF 0.10.
Carryforward of statutory capital reserve
CHF million
83.5
Distribution from the statutory capital reserve*
CHF million -48.6
Balance to be carried forward
CHF million
34.9
*The dividend is based on the total issued share capital as at December 31, 2024. No dividends will be distributed to treasury shares held by SFS Group AG.
Explanation
A resolution of the General Meeting is required for a dividend to be distributed. The proposed ap-propriation of retained earnings and capital re-serves is consistent with the dividend policy of SFS Group. Based on current statutory require-ments, the distribution from the statutory capital reserves may not exceed 50% of the total divi-dend distribution. The share of this distribution is not subject to withholding tax and is exempt from income tax for natural persons residing in Switzer-land. The appropriation of retained earnings and distribution of an ordinary dividend are based on the annual financial statements, which have been audited externally and are to be approved in agen-da item 1.
Re-election of the current members and Chair of the Board of Directors
The Board of Directors proposes the re-election of the current members of the Board of Directors (incl. the Chair of the Board of Directors) for the term of office up to the conclusion of the next Annual General Meeting.
Explanation
As the terms of office of the members and the Chair of the Board of Directors end at the conclu-sion of the ordinary General Meeting on April 30, three years. None of the members of the Board of Directors has a significant business relation-ship with SFS Group AG. All members of the Board of Directors are non-executive.
Information about the professional background of the current members of the Board of Directors and the membership of the committees of the Board of Directors can be found in the Annual Report, from page 74 on, available at reports.sfs.com/annual-report/2024/en/down-load.
2025, they need to be re-elected at the meeting. | a) | Re-election of Peter Bauschatz |
b) | Re-election of Tanja Birner | |
Nick Huber and Fabian Tschan represent signifi- | c) | Re-election of Nick Huber |
cant shareholders of SFS Group AG on the Board | d) | Re-election of Urs Kaufmann |
of Directors. All other members of the Board of | e) | Re-election of Thomas Oetterli as member |
Directors are independent within the meaning of | and Chair of the Board of Directors (in the | |
the Swiss Code of Best Practice for Corporate | same voting) | |
Governance of Economiesuisse. None of the | f) | Re-election of Manuela Suter |
members of the Board of Directors have been | g) | Re-election of Fabian Tschan |
members of the Group Executive Board of SFS | h) | Re-election of Jörg Walther |
Group AG or one of its subsidiaries in the past |
The Board of Directors (from left to right): Thomas Oetterli, Nick Huber, Manuela Suter, Jörg Walther, Fabian Tschan, Tanja Birner, Urs Kaufmann, Peter Bauschatz
7
Re-election of the current members and elec-tion of a new member of the Nomination and Compensation Committee
Members of the Nomination and Compensation Committee are to be elected for a term that ex-tends until the conclusion of the next ordinary General Meeting.
Explanation
As the term of office of the members of the Nom-ination and Compensation Committee ends at the conclusion of the Annual General Meeting on April 30, 2025, they each need to be re-elected at the General Meeting. Nick Huber has been a member of the Nomination and Compensation Committee since 2017. Urs Kaufmann has been Chair of the Nomination and Compensation Com-mittee since 2014. Tanja Birner will be proposed to the Annual General Meeting for election as a new member of the committee. Urs Kaufmann and Tanja Birner are independent within the mean-ing of the Swiss Code of Best Practice for Cor-porate Governance of Economiesuisse. It is en-visaged that Urs Kaufmann will be confirmed as Chair of the Nomination and Compensation Committee by the Board of Directors upon being re-elected as a member of the Nomination and Compensation Committee.
a)
Re-election of Nick Huber b) Re-election of Urs Kaufmann
(Chair of the Committee)
c)
Election of Tanja Birner
Re-election of the independent proxy
The Board of Directors proposes the re-election of the law firm bürki bolt rechtsanwälte, Auer-strasse 2, CH-9435 Heerbrugg, as independent proxy until the conclusion of the next Annual General Meeting.
Explanation
The law requires the independent proxy to be elected annually at the ordinary General Meeting. The law firm bürki bolt rechtsanwälte fulfills the independence criteria and the Board of Directors proposes that it be re-elected for reasons of con-tinuity.
9
Re-election of the statutory auditor
The Board of Directors proposes the re-election of PricewaterhouseCoopers AG in St. Gallen as the external auditor for the 2025 financial year.
Explanation
The Articles of Association require the external auditor to be elected annually at the ordinary Gen-eral Meeting. PricewaterhouseCoopers AG has been the external auditor of SFS Group AG since 1993. PricewaterhouseCoopers has confirmed to the Board of Directors its independence re-quired to exercise the mandate.
Contact
SFS Group AG Rosenbergsaustrasse 8 9435 Heerbrugg Switzerland +41 71 727 51 51corporate.communications@sfs.comsfs.com