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UBS publishes agenda for the Annual General Meeting of UBS Group AG on 10 May 2016
Robert W. Scully and Dieter Wemmer proposed for election to the Board of Directors at the Annual General Meeting.
Zurich, 5 April 2016 – The Board of Directors of UBS Group AG is proposing Robert W. Scully and Dieter Wemmer for election as new members of the Board of Directors for a one-year term. Robert W. Scully (1950) served as a Member of the Office of the Chairman of Morgan Stanley from 2007 to 2009 and was its Co-President from 2006 to 2007, having worked for the bank in various leadership roles since 1996. Before joining Morgan Stanley, he held a number of management positions at Lehman Brothers, Scully Brothers Foss & Wight and Salomon Brothers. Robert W. Scully has a bachelor’s degree in psychology from Princeton University and holds an MBA from Harvard University. He is on the boards of Chubb Limited, Zoetis Inc. and KKR & Co LP and is a member of the Board of Governors of the Financial Industry Regulatory Authority (FINRA).
Dieter Wemmer (1957) joined Allianz SE in 2012 and has been serving as Chief Financial Officer (CFO) since January 2013. He previously spent over 25 years at Zurich Insurance Group, where he held various management roles, most recently as CFO. Dieter Wemmer holds a master’s degree and doctorate in mathematics from the University of Cologne. He serves on the boards of Allianz Asset Management AG and Allianz Investment Management SE. In addition, he is a member of the CFO Forum, chairman of the Economic & Finance Committee of Insurance Europe and a member of the Berlin Center of Corporate Governance.
Chairman of the UBS Board of Directors Axel Weber: “I am delighted to announce the nomination of Robert W. Scully and Dieter Wemmer for election to the Board of Directors. We are convinced they have the specialist knowledge required to strengthen the UBS Board of Directors and – subject to their election – will provide invaluable skills, experience and expertise.”
Chairman Axel Weber and the other members of the Board of Directors will stand for re-election for a further one-year term.
The UBS Group AG Board of Directors intends to propose to shareholders an ordinary dividend of CHF 0.60 per share for the financial year 2015, an increase of 20% compared with the previous year. In addition, the Board of Directors will propose a special dividend distribution of CHF 0.25 per share, reflecting a significant net upward revaluation of deferred tax assets in 2015.
Proposals for compensation of the Board of Directors and the Group Executive Board
At the Annual General Meeting (AGM) 2016, shareholders will be asked to vote on the variable compensation for the Group Executive Board for 2015, the fixed compensation for the Group Executive Board for 2017 and the compensation for the Board of Directors for the period from the AGM 2016 to the AGM 2017.
As in previous years, there will also be an advisory vote by shareholders on the current compensation report, which outlines UBS’s compensation strategy and principles, governance and practice.
The advisory vote and the binding votes on compensation provide the Board of Directors with valuable feedback on the firm’s compensation policy and reflect its commitment to transparent say-on-pay for shareholders.
Agenda for the Annual General Meeting 2016 of UBS Group AG
- Management report, UBS Group AG consolidated and standalone financial statements for the financial year 2015
1.1. Approval of management report and UBS Group AG consolidated and standalone financial statements
1.2. Advisory vote on the UBS Group AG Compensation Report 2015
- Appropriation of retained earnings and dividend distribution
2.1. Appropriation of retained earnings and distribution of ordinary dividend out of capital contribution reserve
2.2. Special dividend distribution out of capital contribution reserve
- Discharge of the members of the Board of Directors and the Group Executive Board for the financial year 2015
- Approval of the aggregate amount of variable compensation for the members of the Group Executive Board for the financial year 2015
- Approval of the maximum aggregate amount of fixed compensation for the members of the Group Executive Board for the financial year 2017
6.1. Re-election of members of the Board of Directors
6.1.1. Axel A. Weber as Chairman of the Board of Directors
6.1.2. Michel Demaré
6.1.3. David Sidwell
6.1.4. Reto Francioni
6.1.5. Ann F. Godbehere
6.1.6. William G. Parrett
6.1.7. Isabelle Romy
6.1.8. Beatrice Weder di Mauro
6.1.9. Joseph Yam
6.2. Election of new members to the Board of Directors
6.2.1. Robert W. Scully
6.2.2. Dieter Wemmer
6.3. Election of the members of the Compensation Committee
6.3.1. Ann F. Godbehere
6.3.2. Michel Demaré
6.3.3. Reto Francioni
6.3.4. William G. Parrett
- Approval of the maximum aggregate amount of compensation for the members of the Board of Directors from the Annual General Meeting 2016 to the Annual General Meeting 2017
8.1. Re-election of the independent proxy, ADB Altorfer Duss & Beilstein AG, Zurich
8.2. Re-election of the auditors, Ernst & Young Ltd, Basel
The invitation to the AGM as well as explanatory information on individual agenda items is available on the UBS website via the following link: www.ubs.com/agm. Voting results will also be uploaded to the website during the AGM.
The UBS Group AG AGM will take place at the Messe Basel on 10 May 2016 and begins at 10:30 a.m.
Participation by media representatives
Representatives of the media may register to attend the UBS Group AG AGM by returning the invitation on page 4 by 29 April 2016 at the latest.
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