30th Annual General Meeting of the shareholders
Friday, 17 May 2024, 2 p.m., auditorium, Congress Kursaal Interlaken, doors open at 12:45 p.m.
Agenda items
1. Annual report with management report and annual financial statements for 2023, consolidated financial statements for 2023, auditor’s report
Proposal of the Board of Directors: Approval of the annual report with management report and annual financial statements for 2023 as well as the consolidated financial statements for 2023.
2. Advisory vote on the remuneration report 2023
Proposal of the Board of Directors: Approval of the remuneration report 2023 within the scope of the advisory vote.
3. Advisory vote on the sustainability report including the reporting on non-financial matters 2023
Proposal of the Board of Directors: Approval of the sustainability report including the reporting on non-financial matters 2023 within the scope of the advisory vote.
4. Use of balance sheet profit and dividend resolution
| in CHF | |
| 81,026,654 | Profit carried forward according to GM resolution of 15 May 2023 |
| 15,531 | Undistributed dividends on treasury shares |
| 81,042,185 | Profit balance carried forward according to annual financial statement |
| 1,893,980 | Annual profit 2023 |
| 82,936,165 | Balance sheet profit available to the General Meeting |
| -37,927,500 | Payment of a dividend of CHF 6.50 per share on 5,835,000 shares of a nominal value of CHF 1.50 |
| 45,008,665 | Amount to be carried forward |
Proposal of the Board of Directors: Payment of a dividend of CHF 6.50 per share on 5,835,000 shares of a nominal value of CHF 1.50.
5. Complete revision of the Statutes
The proposal for the new revised Statutes at the Annual General Meeting and a comparison with the previous Articles of the Statutes can be found in this document (only available in German): Statutenrevision JBH 2024
5.1 Name of the company, location of the registered office and purpose, share capital, shares, restrictions and subscription rights as well as share register
Proposal of the Board of Directors: Approval of the new provisions of the Statutes Art. 1 to 7.
5.2 Bodies of the company including virtual Annual Meeting
Proposal of the Board of Directors: Approval of the new provisions of the Statutes Art. 8 to 25 including the possibility to convene a virtual General Meeting in exceptional situations.
5.3 Accounting, appropriation of profits, reserves and losses, financial year, settlement disputes as well as notifications
Proposal of the Board of Directors: Approval of the new provisions of the Statutes Art. 26 to 31.
6. Discharge of the members of the Board of Directors and of the Executive Board
Proposal of the Board of Directors: Discharge of the members of the Board of Directors and of the Executive Board.
7. Elections to the Board of Directors
a) Chairman
Proposal of the Board of Directors: Election of Heinz Karrer (incumbent) for a term of office until the next Annual General Meeting.
b) Members
Proposal of the Board of Directors: Separate election of Daniel Binder (new), Dr. iur. Catrina Luchsinger Gähwiler (incumbent), Catherine Mühlemann (incumbent), Hanspeter Rüfenacht (incumbent) and Thomas Ruoff (incumbent) for a term of office until the next Annual General Meeting.
8. Elections to the Remuneration and Nomination Committee
Proposal of the Board of Directors: Separate election of Catherine Mühlemann (incumbent), Hanspeter Rüfenacht (incumbent) and Thomas Ruoff (incumbent) for a term of office until the next Annual General Meeting.
9. Approval of the total future remuneration
a) Board of Directors
Proposal of the Board of Directors: Approval of the total remuneration to be paid to the Board of Directors of up to CHF 640,000 (total including employer contributions to social insurance) until the Annual General Meeting 2025.
b) Executive Board
Proposal of the Board of Directors: Approval of the total remuneration to be paid to the Executive Board of up to CHF 3,300,000 (total including employer contributions) for the financial year 2025.
10. Election of independent proxies
Proposal of the Board of Directors: Separate election of Dr. iur. Melchior Glatthard, lawyer and notary public, as independent proxy and of Niklaus Glatthard, lawyer, as his substitute in case the proxy is not available for the preparation and participation for the Annual General Meeting 2025 and for any unscheduled Annual Meetings that take place until then.
11. Election of the auditors
Proposal of the Board of Directors: Election of BDO AG, Bern, for the financial year 2024.
2023 at a glance
Resolution on Agenda Item 1
The annual report with management report and annual financial statements for 2022 as well as the consolidated financial statements for 2022 were approved.
Resolution on Agenda Item 2
The remuneration report 2022 is approved in the context of the consultative vote.
Resolution on Agenda Item 3
Distribution of a dividend of CHF 3.60 per share at a par value of CHF 1.50, amounting to CHF 21,006,000, and carrying forward of the balance sheet profit of CHF 81,026,654.
Resolution on Agenda Item 4
Members of the Board of Directors and the Executive Board were granted discharge.
Resolution on Agenda Item 5
a) Chairman
Heinz Karrer was elected as Chairman of the Board of Directors for a term of office until the next Annual General Meeting.
b) Members
Nils Graf, Dr. iur. Catrina Luchsinger Gähwiler, Catherine Mühlemann, Hanspeter Rüfenacht and Thomas Ruoff were individually elected as members of the Board of Directors for a term of office until the next Annual General Meeting.
Resolution on Agenda Item 6
Catherine Mühlemann, Hanspeter Rüfenacht and Thomas Ruoff were individually elected to the Remuneration Committee for a term of office until the next Annual General Meeting.
Resolution on Agenda Item 7
a) Board of Directors
A maximum sum (total including employer contributions) of CHF 640,000 was approved for the remuneration of the Board of Directors until the 2024 Annual General Meeting.
b) Executive Board
A maximum sum (total including employer contributions) of CHF 3,100,000 was approved for the remuneration of the Executive Board for the financial year 2024.
Resolution on Agenda Item 8
Notary Public Dr. iur. Melchior Glatthard was elected seperately as independent proxy for the Annual General Meeting 2024 and for any extraordinary general meetings taking place in the period until then. Lawyer Niklaus Glatthard was elected separately as deputy independent proxy, if Notary Public Dr. iur. Melchior Glatthard should be unavailable for preparation and participation for the Annual General Meeting 2024 and for any extraordinary general meetings taking place in the period until then.
Resolution on Agenda Item 9
Election of BDO AG, Bern as auditors for the financial year 2023.
The AGM was attended by 1,073 shareholders. A total of 3,580,903 share votes or 69.9% of share capital was represented. On behalf of the Board of Directors, the President thanked them for their interest in the Jungfraubahn Group.
Resolution on Agenda Item 1
The annual report with management report and annual financial statements for 2021 as well as the consolidated financial statements for 2021 were approved.
Resolution on Agenda Item 2
Waiver of the distribution of a dividend and carrying forward of the balance sheet profit of CHF 101,934,862.
Resolution on Agenda Item 3
Members of the Board of Directors and the Executive Board were granted discharge.
Resolution on Agenda Item 4
a) Chairman
Heinz Karrer was elected as Chairman of the Board of Directors for a term of office until the next Annual General Meeting.
b) Members
Nils Graf, Dr. iur. Catrina Luchsinger Gähwiler, Catherine Mühlemann, Hanspeter Rüfenacht and Thomas Ruoff were individually elected as members of the Board of Directors for a term of office until the next Annual General Meeting.
Resolution on Agenda Item 5
Catherine Mühlemann, Hanspeter Rüfenacht and Thomas Ruoff were individually elected to the Remuneration Committee for a term of office until the next Annual General Meeting.
Resolution on Agenda Item 6
a) Board of Directors
A maximum sum (total including employer contributions) of CHF 720,000 was approved for the remuneration of the Board of Directors until the 2023 Annual General Meeting.
b) Executive Board
A maximum sum (total including employer contributions) of CHF 3,100,000 was approved for the remuneration of the Executive Board for the financial year 2023.
Resolution on Agenda Item 7
Notary Public Dr. iur. Melchior Glatthard was elected seperately as independent proxy for the Annual General Meeting 2023 and for any extraordinary general meetings taking place in the period until then. Lawyer Niklaus Glatthard was elected separately as deputy independent proxy, if Notary Public Dr. iur. Melchior Glatthard should be unavailable for preparation and participation for the Annual General Meeting 2023 and for any extraordinary general meetings taking place in the period until then.
Resolution on Agenda Item 8
Election of BDO AG, Bern as auditors for the financial year 2022.
The AGM was attended by 1,028 shareholders. A total of 3,515,155 share votes or 68.5% of share capital was represented. On behalf of the Board of Directors, the President thanked them for their interest in the Jungfraubahn Group.
The General Meeting of Jungfraubahn Holding AG was held in accordance with the Covid-19 Ordinance 3, Art. 27, without the physical attendance of its shareholders.
Resolution on Agenda Item 1
The annual report, management report and consolidated financial statements for 2020 were approved.
Resolution on Agenda Item 2
Waiver of the distribution of a dividend and carrying forward of the balance sheet profit of CHF 101,294,033.
Resolution on Agenda Item 3
Members of the Board of Directors and the Executive Board were granted discharge.
Resolution on Agenda Item 4
a) Chairman
Prof. Dr. Thomas Bieger was re-elected as Chairman of the Board of Directors for a term of office until the next Annual General Meeting.
b) Members
Peter Baumann, Nils Graf, Dr. iur. Catrina Luchsinger Gähwiler, Heinz Karrer and Hanspeter Rüfenacht were individually elected as members of the Board of Directors for a term of office until the next Annual General Meeting.
Resolution on Agenda Item 5
Peter Baumann, Prof. Dr. Thomas Bieger and Hanspeter Rüfenacht were individually elected to the Remuneration Committee for a term of office until the next Annual General Meeting.
Resolution on Agenda Item 6
a) Board of Directors
A maximum sum (total including employer contributions to social insurance) of CHF 720,000 was approved for the remuneration of the Board of Directors until the 2022 Annual General Meeting.
b) Executive Board
A maximum sum (total including employer contributions to social insurance) of CHF 3,100,000 was approved for the remuneration of the Executive Board for the 2022 financial year.
Resolution on Agenda Item 7
Notary Public Dr. iur. Melchior Glatthard was elected seperately as independent proxy for the Annual General Meeting 2022 and for any extraordinary general meetings taking place in the period until then.
Lawyer Niklaus Glatthard was elected separately as deputy independent proxy, if Notary Public Dr. iur. Melchior Glatthard should be unavailable for preparation and participation for the Annual General Meeting 2022 and for any extraordinary general meetings taking place in the period until then.
Resolution on Agenda Item 8
Election of BDO AG, Bern as auditors for the year 2021.
In total 4,906 shareholders voted. So 73.0% of the voting share capital were represented. On behalf of the Board of Directors, the Chairman thanks for the interest in the Jungfrau Railway Group.
Resolutions of the General Meeting on 18 May 2020
The General Meeting of Jungfraubahn Holding AG was held in accordance with the COVID-19 Ordinance 2, in compliance with the prohibition on gatherings at the company's headquarters in Interlaken. Consequently, it took place with no physical participation by shareholders whatsoever.
Resolution on Agenda Item 1
The annual report, management report and consolidated financial statements for 2019 were approved.
Resolution on Agenda Item 2
No distribution of dividends and balance sheet profit of CHF 91,211,158 to be carried over to new account.
Resolution on Agenda Item 3
Members of the Board of Directors and the Executive Board were granted discharge.
Resolution on Agenda Item 4
a) Chairman
Prof. Dr. Thomas Bieger was re-elected Chairman of the Board of Directors for a term in office lasting until the next Annual General Meeting.
b) Members
Peter Baumann, Nils Graf, Dr. iur. Catrina Luchsinger Gähwiler, Heinz Karrer, Hanspeter Rüfenacht and Ueli Winzenried were individually elected as members of the Board of Directors for a term in office lasting until the next Annual General Meeting.
Resolution on Agenda Item 5
Peter Baumann, Prof. Dr. Thomas Bieger and Hanspeter Rüfenacht were individually elected to the Remuneration Committee for a term in office lasting until the next Annual General Meeting.
Resolution on Agenda Item 6
a) Board of Directors
A maximum sum (total including employer social security contributions) of CHF 820,000 was approved for the remuneration of the Board of Directors until the 2021 Annual General Meeting.
b) Executive Board
A maximum sum (total including employer social security contributions) of CHF 3,000,000 was approved for the remuneration of the Executive Board for the 2021 financial year.
Resolution on Agenda Item 7
a) Independent proxy
Notary Public Adrian Glatthard was elected independent proxy for the Annual General Meeting 2021 and for any extraordinary general meetings taking place in the period until then.
b) Deputy independent proxy
Notary Public Melchior Schläppi was elected deputy independent proxy, should Notary Public Adrian Glatthard be unavailable for preparation and participation for the Annual General Meeting 2021 and for any extraordinary general meetings taking place in the period until then.
Resolution on Agenda Item 8
BDO AG, Bern elected as auditors for one year.
In total 4818 shareholders voted. So 69.4% of the voting share capital were represented. On behalf of the Board of Directors, the Chairman thanks for the interest in the Jungfrau Railway Group.
Resolutions of the General Meeting on 13 May 2019
Resolution on Agenda Item 1
Approval of the 2018 Business report and financial statement as well as the 2018 Group Financial Statements.
Resolution on Agenda Item 2
Distribution of a gross dividend of CHF 2.80 per share at a par value of CHF 1.50 amounting to CHF 16'338'000 and CHF 74'119'548 carried forward to new statement.
Resolution on Agenda Item 3
Granting of discharge to members of the Executive Board and Management Board.
Resolution on Agenda Item 4
a) President
Election of Prof. Dr. Thomas Bieger for a one-year term of office.
b) Members
Individual Election of Peter Baumann, Nils Graf, Dr. iur. Catrina Luchsinger Gähwiler, Hanspeter Rüfenacht and Ueli Winzenried for a one-year term of office.
Resolution on Agenda Item 5
Individual Election for the Remuneration Committee of Peter Baumann, Prof. Dr. Thomas Bieger and Hanspeter Rüfenacht for a one-year term of office.
Resolution on Agenda Item 6
a) Executive Board
Approval of the total amount of remuneration paid to the executive board of a maximum of CHF 710'000 (incl. employer contributions) up to the 2020 Annual General Meeting.
b) Management Board
Approval of the total amount of remuneration paid to the management board of a maximum of CHF 1'800'000 (incl. employer contributions) for the financial year 2020.
Resolution on Agenda Item 7
a) election of Independent proxy
Election of notary Adrian Glatthard as an independent proxy for the 2020 Annual General Meeting, and if necessary for any Extraordinary General Meetings helt until that time.
b) election of representative Independent proxy
Election of notary Melchior Schläppi as a representative independent proxy for the 2020 Annual General Meeting, and if necessary for any Extraordinary General Meetings helt until that time.
Resolution on Agenda Item 8
Election for Auditors of BDO AG, Bern for 2019.
The AGM was attended by 1'325 shareholders. A total of 3'615'564 share votes or 70,3% of share capital was represented. On behalf of the Excutive Board, the President thanked them for their interest in the Jungfraubahn Group.
Resolutions of the General Meeting on 14 May 2018
Resolution on Agenda Item 1
Approval of the 2017 Business report and financial statement as well as the 2017 Group Financial Statements.
Resolution on Agenda Item 2
Distribution of a gross dividend of CHF 2.40 per share at a par value of CHF 1.50 amounting to CHF 14,004,000 and CHF 73,793,365 carried forward to new statement.
Resolution on Agenda Item 3
Granting of discharge to members of the Executive Board and Management Board.
Resolution on Agenda Item 4
a) President
Election of Prof. Dr. Thomas Bieger for a one-year term of office.
b) Members
Individual Election of Peter Baumann, Nils Graf, Dr. iur. Catrina Luchsinger Gähwiler, Hanspeter Rüfenacht and Ueli Winzenried for a one-year term of office.
Resolution on Agenda Item 5
Individual Election of Peter Baumann, Prof. Dr. Thomas Bieger and Hanspeter Rüfenacht for a one-year term of office.
Resolution on Agenda Item 6
a) Executive Board
Aprroval of the total amount of remuneration paid to the executive board of a maximum of CHF 750,000 (incl. employer contributions) up to the 2019 Annual General Meeting.
b) Management Board
Approval of the total amount of remuneration paid to the management board of a maximum of CHF 2,280,000 (incl. employer contributions) for the financial year 2019.
Resolution on Agenda Item 7
a) election of Independent proxy
Election of notary Adrian Glatthard as an independent proxy for the 2019 Annual General Meeting, and if necessary for any Extraordinary General Meetings helt until that time.
b) election of representative Independent proxy
Election of notary Melchior Schläppi as a representative independent proxy for the 2019 Annual General Meeting, and if necessary for any Extraordinary General Meetings helt until that time.
Resolution on Agenda Item 8
Election of KPMG AG for 2018.
The AGM was attended by 1'253 shareholders. A total of 3,600,390 share votes or 68.48% of share capital was represented. On behalf of the Excutive Board, the President thanked them for their interest in the Jungfraubahn Group.
Resolution on Agenda Item 1
Approval of the 2016 Business report and financial statement as well as the 2016 Group Financial Statements.
Resolution on Agenda Item 2
Distribution of a gross dividend of CHF 2.10 per share at a par value of CHF 1.50 amounting to CHF 12,253,500 and CHF 71,602,548 carried forward to new statement.
Resolution on Agenda Item 3
Granting of discharge to members of the Executive Board and Management Board.
Resolution on Agenda Item 4
a) President
Election of Prof. Dr. Thomas Bieger for a one-year term of office.
b) Members
Individual Election of Peter Baumann, Nils Graf, Bruno Hofweber, Hanspeter Rüfenacht and Ueli Winzenried for a one-year term of office.
Resolution on Agenda Item 5
Individual Election of Peter Baumann, Prof. Dr. Thomas Bieger and Hanspeter Rüfenacht for a one-year term of office.
Resolution on Agenda Item 6
a) Executive Board
Aprroval of the total amount of remuneration paid to the executive board of a maximum of CHF 840'000 (incl. employer contributions) up to the 2018 Annual General Meeting.
b) Management Board
Approval of the total amount of remuneration paid to the management board of a maximum of CHF 2'280'000 (incl. employer contributions) for the financial year 2018.
Resolution on Agenda Item 7
a) election of Independent proxy
Election of notary Adrian Glatthard as an independent proxy for the 2018 Annual General Meeting, and if necessary for any Extraordinary General Meetings helt until that time.
b) election of representative Independent proxy
Election of notary Melchior Schläppi as a representative independent proxy for the 2018 Annual General Meeting, and if necessary for any Extraordinary General Meetings helt until that time.
Resolution on Agenda Item 8
Election of KPMG AG for 2017.
The AGM was attended by 1'277 shareholders. A total of 3,709,090 share votes or 70.84% of share capital was represented. On behalf of the Excutive Board, the President thanked them for their interest in the Jungfraubahn Group.
Resolution on Agenda Item 1
Approval of the 2015 annual report and financial statement as well as the 2015 Group Financial Statements.
Resolution on Agenda Item 2
Distribution of a gross dividend of CHF 2.00 per share at a par value of CHF 1.50 amounting to CHF 11,670,000 and CHF 67'948'395 to be carried forward to new statement.
Resolution on Agenda Item 3
Granting of discharge to members of the Executive Board and Management Board.
Resolution on Agenda Item 4
a) President
Election of Prof. Dr. Thomas Bieger for a one-year term of office.
b) Members
Individual Election of Peter Baumann, Nils Graf, Bruno Hofweber, Dr. Jürg Rieben and Ueli Winzenried for a one-year term of office.
Resolution on Agenda Item 5
Individual Election of Peter Baumann, Prof. Dr. Thomas Bieger and Ueli Winzenried for a one-year term of office.
Resolution on Agenda Item 6
a) Executive Board
Aprroval of the total amount of remuneration paid to the executive board of a maximum of CHF 840'000 (incl. employer contributions) up to the 2017 Annual General Meeting.
b) Management Board
Approval of the total amount of remuneration paid to the management board of a maximum of CHF 2'280'000 (incl. employer contributions) for the financial year 2017.
Resolution on Agenda Item 7
a) election of Independent proxy
Election of notary Adrian Glatthard as an independent proxy for the 2017 Annual General Meeting, and if necessary for any Extraordinary General Meetings helt until that time.
b) election of representative Independent proxy
Election of notary Melchior Schläppi as a representative independent proxy for the 2017 Annual General Meeting, and if necessary for any Extraordinary General Meetings helt until that time.
Resolution on Agenda Item 8
Election of KPMG AG for 2016.
The AGM was attended by 1'183 shareholders. A total of 3,563,853 share votes or 68.11% of share capital was represented. On behalf of the Excutive Board, the President thanked them for their interest in the Jungfraubahn Group.
Resolution on Agenda Item 1
Approval of the 2014 annual report and financial statement as well as the 2014 Group Financial Statements.
Resolution on Agenda Item 2
Distribution of a gross dividend of CHF 1.80 per share at a par value of CHF 1.50 amounting to CHF 10,503,000 an CHF 63,154,923 to be carried forward to new statement.
Resolution on Agenda Item 3
Granting of discharge to members of the Executive Board and Management Board.
Resolution on Agenda Item 4
a) President
Election of Prof. Dr. Thomas Bieger for a one-year term of office.
b) Members
Individual Election of Peter Baumann, Nils Graf, Bruno Hofweber, Dr. Jürg Rieben and Ueli Winzenried for a one-year term of office.
Resolution on Agenda Item 5
Individual Election of Peter Baumann, Prof. Dr. Thomas Bieger and Ueli Winzenried for a one-year term of office.
Resolution on Agenda Item 6
a) Executive Board
Aprroval of the total amount of remuneration paid to the executive board of a maximum of CHF 840'000 (incl. employer contributions) up to the 2016 Annual General Meeting.
b) Management Board
Approval of the total amount of remuneration paid to the management board of a maximum of CHF 2'280'000 (incl. employer contributions) for the financial year 2016.
Resolution on Agenda Item 7
Election of notary Adrian Glatthard as an independent proxy for the 2016 Annual General Meeting, and if necessary for any Extraordinary General Meetings helt until that time.
Resolution on Agenda Item 8
Election of KPMG AG for 2015.
The AGM was attended by 1'187 shareholders. A total of 3,651,084 share votes or 67.76% of share capital was represented. On behalf of the Excutive Board, the President thanked them for their interest in the Jungfraubahn Group.
Resolution on Agenda Item 1
Approval of the 2013 annual report and financial statement as well as the 2013 Group Financial Statements.
Resolution on Agenda Item 2
Distribution of a gross dividend of CHF 1.80 per share at a par value of CHF 1.50 amounting to CHF 10,503,000 an CHF 54,069,107 to be carried forward to new statement.
Resolution on Agenda Item 3
Granting of discharge to members of the Executive Board and Management Board.
Resolution on Agenda Item 4
Approval of Art. 14a, 17, 20 (individually) and Art. 8, 9, 10, 11, 13, 14, 16, 18, 19, 21, 22 and 24 (in their entirety).
Resolution on Agenda Item 5
a) President
Election of Prof. Dr. Thomas Bieger for a one-year term of office.
b) Members
Individual Election of Peter Baumann, Nils Graf, Bruno Hofweber, Dr. Jürg Rieben and Ueli Winzenried for a one-year term of office.
Resolution on Agenda Item 6
Individual Election of Peter Baumann, Prof. Dr. Thomas Bieger and Ueli Winzenried for a one-year term of office.
Resolution on Agenda Item 7
Election of notary Thomas Hofer and notary Adrian Glatthard, as representative in the case of the unavoidable prevention of notary Thomas Hofer as an independent proxy for the 2015 Annual General Meeting, and if necessary for any Extraordinary General Meetings helt until that time.
Resolution on Agenda Item 8
Election of KPMG AG for 2014.
The AGM was attended by 1'284 shareholders. A total of 3,750,199 share votes or 70.15% of share capital was represented. On behalf of the Excutive Board, the President thanked them for their interest in the Jungfraubahn Group.
Presentation of Prof. Thomas Bieger, VRP
Resolution on Agenda Item 1
Approval of the business report with annual report and financial statements for 2012 as well as the 2012 consolidated financial statements.
Resolution on Agenda Item 2
Distribution of a gross dividend of CHF 1.80 per share at a par value of CHF 1.50, amounting to CHF 10,503,000 and amount to be carried forward of CHF 45,199,067 to new account.
Resolution on Agenda Item 3
Granting of discharge to members of the Executive Board and Management Board.
Decision on Agenda Item 4
Election of KPMG AG as auditor for one year.
The AGM was attended by 1,214 shareholders. 3,830,306 voting shares or 70.95% of the share capital was represented. On behalf of the Executive Board, the President thanked them for their interest in the Jungfraubahn Group.
Resolution on Agenda Item 1
Approval of the 2011 business report with annual report and financial statement as well as the 2011 Group Financial Statements.
Resolution on Agenda Item 2
Distribution of a gross dividend of CHF 1.80 per share at a par value of CHF 2.00, amounting to CHF 10,503,000 and CHF 39,029,207 to be carried forward to new statement.
Resolution on Agenda Item 3
Granting of discharge to members of the Executive Board and Management Board.
Decision on Agenda Item 4
Reduction of ordinary share capital by CHF 2,917,500 from CHF 11,670,000 to new CHF 8,752,500 through reduction of the nominal value of 5,835,000 registered shares from CHF 2.00 to CHF 1.50. Use of the reduced amount of CHF 0.50 for the issue of tradeable, and during 100 days exercisable rights (call options) on the acquisition of reduced-price shares from own stock during the period of distribution. Establishment that creditors’ claims remain fully covered after the reduction in share capital, according to the result of the specially prepared auditors report by KPMG AG, Gümligen in compliance with CO Art. 732 Para 2.
Amendment of Art. 4 Para 1 of the statutes at the time of registering the capital reduction in the Companies Register, in accordance with the following wording: “The share capital of the company is CHF 8,752,500, divided into 5,835,000 fully paid registered shares at a nominal value of CHF 1.50.” Amendment of the nominal value of shares to the new value of CHF 1.50 in Art. 12 of the statutes.
Resolution to Agenda Item 5
To delete the no longer effective Art 4a (merger clause from 1994) from the statutes without replacement.
Resolution to Agenda Item 6
a) Executive Board. Result: election of Peter Baumann, Prof. Thomas Bieger, Nils Graf, Bruno Hofweber, Dr. Jürg Rieben and Ueli Winzenried for a three-year term of office.
b) Auditor. Result: election of KPMG AG as auditor for a period of one year.
The AGM was attended by 1554 shareholders. A total of 3,356,852 share votes or 60.04% of share capital was represented. On behalf of the Executive Board, the President thanked them for their interest in the Jungfraubahn Group.
Resolution on Agenda Item 1
The business report with the annual report and financial statements for 2010 as well as the 2010 Group financial statements shall be approved.
Resolution on Agenda Item 2
Distribution of a gross dividend of CHF 1.60 per share at a par value of CHF 2, amounting to CHF 9 336 000, and amount to be carried forward of CHF 34,116,117.
Resolution on Agenda Item 3
The Executive Board and Management Board shall be granted discharge.
Decision on Agenda Item 4
Approval of the amendment of Articles 4, 5, 8, 11, 12, 16, 17, 19, 22, 25 and 27 of the statutes.
Resolution to Agenda Item 5
Election of KPMG AG as auditor for one year.
The AGM was attended by 1168 shareholders. A total of 3,378,058 share votes or 61.1 % of share capital was represented. On behalf of the Executive Board, the President thanked them for their interest in the Jungfraubahn Group.
Resolution on Agenda Item 1
The business report with the annual report and financial statements for 2009 as well as the 2009 consolidated financial statements shall be approved.
Resolution on Agenda Item 2
Distribution of a gross dividend of CHF 1.60 per share at a par value of CHF 2, amounting to CHF 9 336 000, and amount to be carried forward of CHF 31,738,603.
Resolution on Agenda Item 3
The Executive Board and Management Board shall be granted discharge.
Decision on Agenda Item 4
a) Election of Peter Baumann, Grindelwald (newly) to the Executive Board for a
term of two years.
b) Election of KPMG AG as auditors for one year.
The general assembly was attended by 1,031 shareholders. 3,554,376 voting shares or 65.24% of the share capital was represented. On behalf of the Executive Board, the President thanked them for their interest in the Jungfraubahn Group.
Nadine Gehri
Leiterin Direktionssekretariat
Harderstrasse 14
CH-3800 Interlaken