Shareholders won’t vote on dividends, a transformation award, or whether to discharge the board and senior executives for 2022 as UBS’s planned acquisition renders them moot.
Switzerland’s second-largest bank, which will be acquired by UBS later this year, indicated overnight that circumstances had changed so dramatically since the announcement that it will no longer ask shareholders to vote on two planned agenda items at what will be, at least ostensibly, its last AGM.
The original agenda was distributed on 14 March for the AGM, which is scheduled for 4 April 2023.
No Discharge
The first item to fall by the wayside will be Item 2 – which was the planned discharge for members of the board of directors and the executive board for the 2022 financial year.
«Due to the unprecedented circumstances concerning the bank in recent weeks and which resulted in the planned merger between Credit Suisse and UBS, the Board decided to withdraw its proposal to this agenda item, which renders this agenda item and the vote thereon obsolete» Credit Suisse indicated in the release.
Transformation Award
The same goes for its transformation award, which was to be a one-time deferred share-based award for its executive board as the planned acquisition by UBS makes it obsolete.
It also announced that it would not be paying a dividend for the 2022 financial year after it was granted additional liquidity assistance in the form of loans and default guarantees on them by the Swiss National Bank.
This relates to a government ordinance enacted on 19 March 2023 that does not allow systemically important banks to make resolutions or distribute dividends in the case of the abovementioned assistance being triggered. Despite this, shareholders will still be asked to vote on the appropriation of retained earnings (part of agenda item 3).
