Youngtimers AgSIX: YTME

Invitation to the 27th Annual General Meeting ("AGM") of Youngtimers AG ("Company")

· Issued by Youngtimers AG


ir.youngtimers.com Invitation to the 27th Annual General Meeting ("AGM") of Youngtimers AG ("Company") to be held on Thursday, 28 May 2026, at 9:30 am CEST at the offices of CMS von Erlach Partners AG Dreikönigstrasse 7, 8002 Zürich, Switzerland
  1. Agenda
    1. Re-elections of the Members and the Chairman of the Board of Directors

      The Board of Directors has been informed that all its current members (i) Yin Pan (Ben) Cheng, (ii) Lorenzo Landini, (iii) Henry Lee and (iv) Joseph Shie Jay Lang are standing for re-election. The Board of Directors proposes to re-elect (i) Yin Pan (Ben) Cheng, (ii) Lorenzo Landini, (iii) Henry Lee and (iv) Joseph Shie Jay Lang as members of the Board of Directors. The Board of Directors further proposes to re-elect Yin Pan (Ben) Cheng as Chairman of the Board of Directors.

      Motion: The Board of Directors proposes to re-elect (i) Yin Pan (Ben) Cheng (also as Chairman of the Board of Directors in a single vote), (ii) Lorenzo Landini, (iii) Henry Lee and (iv) Joseph Shie Jay Lang as members of the Board of Directors, each until the end of the next Annual General Meeting. Explanation: The term of office for all members of the Board of Directors expires at the completion of the Annual General Meeting. Pursuant to Swiss law and the Company's Articles of Association, the General Meeting annually elects the members of the Board of Directors and the Chair of the Board of Directors. All of its current members (i) Yin Pan (Ben) Cheng, (ii) Lorenzo Landini, (iii) Henry Lee and (iv) Joseph Shie Jay Lang are standing for re-election. Yin Pan (Ben) Cheng shall also be re-elected as Chairman of the Board of Directors. The re-elections of the members of the Board of Directors shall be effected on an individual basis. Biographies of the proposed members of the Board of Directors can be found in the 2025 Corporate Governance Report, which forms part of the 2025 Annual Report.
      1. Re-election of Yin Pan (Ben) Cheng as Member and as Chairman of the Board of Directors (in a single vote)
      2. Re-election of Lorenzo Landini as Member of the Board of Directors
      3. Re-election of Henry Lee as Member of the Board of Directors
      4. Re-election of Joseph Shie Jay Lang as Member of the Board of Directors
    2. Approval of the Management Report, the Financial Statements of the Company and the Consolidated Financial Statements for the 2025 Financial Year Motion: The Board of Directors proposes approval. Explanation: Pursuant to Swiss law and the Company's Articles of Association, the management report, the statutory financial statements of the Company and the consolidated financial statements have to be submitted to the General Meeting for approval. The auditor, FORVIS MAZARS SA, Zurich ("Auditor"), has audited the Company's statutory financial statements and the consolidated financial statements and issued the respective audit reports. The Management Report, the Financial Statements of the Company and the Consolidated Financial Statements for the 2025 Financial Year form part of the 2025 Annual Report.
    3. Vote on the Remuneration Report 2025 Motion: The Board of Directors proposes approval of the Remuneration Report 2025. Explanation: The Remuneration Report sets out the principles governing the remuneration of the Board of Directors and the Executive Management Team, and reports on the nature and amount of the remuneration accrued during the financial year 2025. The Auditor has audited the relevant parts of the Remuneration Report 2025 as required by law and issued the respective audit report. The Remuneration Report forms part of the 2025 Annual Report.
    4. Discharge from Liability of the Members of the Board of Directors and Executive Management Team Motion: The Board of Directors proposes discharge from liability for each of its members as well as the members of the Executive Management Team for the 2025 financial year.

      Youngtimers AG ¦ Limmatquai 4 ¦ CH-8001 Zürich ¦ Tel. +41 61 563 10 72 ir@youngtimers.com ¦ www.youngtimers.com

      Explanation: Pursuant to Swiss law and the Company's Articles of Association, the approval of the discharge lies within the powers of the General Meeting.
    5. Appropriation of Available Earnings of the Company as per Balance Sheet

      Balance brought forward CHF (24'279'393)

      Net loss for the period CHF (4'243'241)

      Accumulated losses (balance sheet loss) CHF (28'522'634)

      Motion: The Board of Directors proposes to carry forward the balance sheet loss of CHF 28'522'634. Explanation: Pursuant to Swiss law and the Company's Articles of Association, the Appropriation of Available Earnings lies within the powers of the General Meeting.
    6. Votes on Compensation for the Members of the Board of Directors and the Executive Management Team for 2026/2027
      1. Vote on the maximum aggregate amounts of Compensation for Members of the Board of Directors from the 2026 Annual General Meeting to the 2027 Annual General Meeting Motion: The Board of Directors proposes that shareholders approve the maximum aggregate amount of compensation for the members of the Board of Directors covering the period from the 2026 Annual General Meeting to the 2027 Annual General Meeting, in the amount of CHF 150,000 as a fixed amount, plus refund of expenses, and up to a maximum amount of CHF 500,000 as variable amount depending on the results of the business. The variable amount may include variable monetary compensation as well as employee stock options. Explanation: Pursuant to Swiss law and the Company's Articles of Association, the General Meeting has to approve the maximum total remuneration for the members of the Board of Directors. The maximum amount submitted for approval is based on a Board of Directors with four members, from which however two do not receive any specific compensation as they are also members of the Executive Management Team and compensated as such. The amount covers the remuneration components stated in the Articles of Association. The maximum fixed total remuneration for the members of the Board of Directors proposed for the period ending at the 2027 Annual General Meeting is similar to the remuneration paid during the preceding period, whereas the maximum variable total remuneration for the members of the Board of Directors proposed for the period ending at the 2027 Annual General Meeting is higher than the remuneration paid during the preceding period, but considerably lower than the threshold approved by the shareholders at the 2025 Annual General Meeting, which was CHF 1,500,000. The maximum variable compensation amount is proposed because the Company shall have the flexibility to compensate the members of the Board of Directors increasingly on a variable basis, depending on the success of the business. The Company has recently implemented an employee stock option plan which allows it to grant options also to the members of the Board of Directors. If such options were granted to the members of the Board of Directors, they form part of the variable compensation.
      2. Vote on the maximum aggregate amounts of Compensation for Members of the Executive Management Team in the Financial Year 2026 Motion: The Board of Directors proposes that shareholders approve the maximum aggregate amount of compensation to be paid, promised or granted during, or in respect of the Financial Year 2026 to the members of the Executive Management Team, in the amount of CHF 1,500,000 as fixed amount, plus refund of expenses, and up to a maximum amount of CHF 5,000,000 as variable amount depending on the results of the business. The variable amount may include variable monetary compensation as well as employee stock options.

        Explanation: Pursuant to Swiss law and the Company's Articles of Association, the General Meeting has to approve the maximum total remuneration for the members of the Executive Management Team. The maximum amount submitted for approval is based on an Executive Management Team with five members. The amount covers the remuneration components stated in the Articles of Association. The maximum fixed total remuneration for the members of the Executive Management Team proposed for the Financial Year 2026 is slightly higher than the amount proposed for the preceding period, whereas the maximum variable total remuneration for the members of the Executive Management Team proposed for the Financial Year 2026 is higher than the remuneration paid during the preceding period, but considerably lower than the maximum amount approved by the shareholders at the 2025 Annual General Meeting, which was CHF 15,000,000. The maximum variable compensation amount is proposed because the Company shall have the flexibility to compensate the members of the Executive Management Team increasingly on a variable basis, depending on the success of the business. The variable compensation may include bonuses depending on the performance of the assets under management from which the Company and its subsidiaries profit in the first place. Furthermore, the Company has recently implemented an employee stock option plan which allows it to grant options to the members of the Executive Management Team. If such options are granted to the members of the Executive Management Team, they also form part of the variable compensation.

    7. Re-elections of the members of the Remuneration Committee (Conditional Resolution) Motion: The Board of Directors proposes the election of Yin Pan (Ben) Cheng, Lorenzo Landini and Joseph Shie Jay Lang as members of the Remuneration Committee, each until the end of the next Annual General Meeting, subject to their election as members of the Board of Directors Explanation: The term of office for all members of the Remuneration Committee expires at the completion of the Annual General Meeting. Pursuant to Swiss law and the Company's Articles of Association, the General Meeting elects the members of the Remuneration Committee. The elections shall be effected on an individual basis until the end of the next Annual General Meeting. The Board of Directors proposes the election of Yin Pan (Ben) Cheng, Lorenzo Landini and Joseph Shie Jay Lang as members of the Remuneration Committee, subject to their election as members of the Board of Directors. The Remuneration Committee is self-constituting, appointing one member as chairman.
      1. Re-election of Yin Pan (Ben) Cheng as member of the Remuneration Committee
      2. Re-election of Lorenzo Landini as member of the Remuneration Committee
      3. Re-election of Joseph Shie Jay Lang as member of the Remuneration Committee
    8. Re-election of the Statutory Auditor and Group Auditor Motion: The Board of Directors proposes the re-election of FORVIS MAZARS SA as statutory auditor and group auditor, for a term of office until the end of the next annual general meeting. Explanation: Pursuant to Swiss law and the Company's Articles of Association, the general meeting elects the auditor.
    9. Re-election of the Independent Proxy Motion: The Board of Directors proposes the re-election of Andri Obrist, Attorney-at-Law, in Basel, as independent proxy of the Company until the end of the next Annual General Meeting. Explanation: Pursuant to Swiss law and the Company's Articles of Association, the General Meeting elects the independent proxy. Andri Obrist, attorney-at-law, fulfils the criteria for independence and the Board of Directors proposes that he be re-elected for reasons of continuity.
    10. Amendment of Company Name (article 1 of the Articles of Association) Motion: The Board of Directors proposes to change the Company name from "Youngtimers AG" to "C Capital Holdings AG (C Capital Holdings SA) (C Capital Holdings Ltd)". Therefore, the Articles of Association shall be amended as follows:

      STATUTEN ARTICLES OF ASSOCIATION

      der of

      Youngtimers AG C Capital Holdings AG

      I. FIRMA, SITZ UND ZWECK I. COMPANY NAME, REGISTERED OFFICE AND PURPOSE

      ARTIKEL 1 ARTICLE 1

      Unter der Firma Under the company name Youngtimers AG C Capital Holdings AG (Youngtimers SA) (C Capital Holdings SA) (Youngtimers Ltd) (C Capital Holdings Ltd)

      besteht mit Sitz in Zürich auf unbestimmte Dauer eine Aktiengesellschaft gemäss Art. 620 ff. OR.

      exists for an indefinite period a corporation with registered office in Zurich in accordance with Art. 620 et seqq. CO.

      Explanation: Pursuant to Swiss law and the Company's Articles of Association, the amendment of the Company name respectively the Articles of Association lies within the powers of the general meeting. The change of the Company name is intended to reflect the nature of the Company's business as holding company of the entities forming the C Capital group. The proposed change of the Company name is the only proposed amendment of the Articles of Association.

      Date of invitation: 6 May 2026.

      For the Board of Directors

      The Chairman: Yin Pan (Ben) Cheng

  2. Organisational Notes
    1. Annual Report

      The Annual Report for the 2025 financial year (including the Management Report of the Company, the Financial Statements of the Company, the Remuneration Report as well as the Auditors' Reports) is available through the Company's website (https://ir.youngtimers.com/financial-reports/).

    2. Admission

      Shareholders wishing to participate at the AGM personally, or to be represented by an individual proxy or by the independent proxy of the Company ("Independent Proxy"), may obtain their admission cards no later than by 22 May 2026 from their custody bank or the Company (by e-mail to Jan Schulmeister (schulmeister@youngtimers.com)).

      Admission cards will be issued upon presentation of written proof of deposit of the shares with a bank until the day after the AGM.

    3. Appointment of a Proxy / Independent Proxy

      Shareholders have the possibility to be represented at the AGM in one of the following manners only:

      1. by a third party in accordance with article 11 Para. 2 of the Articles of Association upon presentation of a duly executed individual proxy and the admission card; or

      2. by the Independent Proxy (Andri Obrist).

      Proxy and instruction forms can be obtained from the Company's website (https://ir.youngtimers.com/meetings/), or through the netVote online platform (see below on electronic voting).

      Without instructions from a shareholder on a certain agenda item, the Independent Proxy will vote on any item listed in the agenda in line with the motion of the Board of Directors; the same applies to agenda items brought up during the AGM.

    4. Electronic Voting (netVote online platform)

      Shareholders may submit their instructions electronically to the Independent Proxy via the netVote internet platform after having obtained an admission card (see above) and opened a shareholders' account with www.netvote.ch. Instructions can be given via youngtimers.netVote.ch until 25 May 2026, 23:59 CEST.

    5. Motions from Shareholders on Agenda Items / Questions

Motions on agenda items and questions from shareholders can only be put to the AGM by a shareholder or his/her individual proxy. The Independent Proxy cannot act as individual proxy in this sense.

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