INVITATION TO THE 2017 EXTRAORDINARY GENERAL MEETING

Transcription

1 ZURICH, 31 OCTOBER 2017 TO THE SHAREHOLDERS OF LEONTEQ AG INVITATION TO THE 2017 EXTRAORDINARY GENERAL MEETING Date Venue Wednesday, 22 November :00 am (doors open at 10:30 am) Leonteq AG Europaallee Zurich, Switzerland

2 TO THE SHAREHOLDERS OF LEONTEQ AG

3 INVITATION TO THE 2017 EXTRAORDINARY GENERAL MEETING 3 TABLE OF CONTENT Letter of the chairman 4 I. Agenda items 6 II. Organisational notes 7

4 TO THE SHAREHOLDERS OF LEONTEQ AG Dear Shareholders, At the 2017 Annual General Meeting, we presented a set of clear priorities and an action plan to restore Leonteq s profitability. Together with the Executive Committee, the Board of Directors has executed this package rigorously and as a result returned your company to profitability in the first half of Over the past months, Leonteq has continued to stabilise its financial performance and achieved a profitable third quarter. With today s invitation, we are completing the process we initiated at the start of this transitional year to strengthen the Board s independence and diversity. At the Extraordinary General Meeting, we will put forward Paulo Brügger, Christopher M. Chambers and Thomas R. Meier as new members of the Board of Directors for a term of office to expire at the 2018 Annual General Meeting. At the same time, we will put forward Christopher M. Chambers as the Chairman in a separate vote. I would like to express my sincere thanks and appreciation to the departing director, Patrik Gisel, for his valuable contribution to the work of the Board. Leonteq looks forward to continuing to work with Patrik as CEO of Raiffeisen Switzerland, a longterm strategic cooperation partner and shareholder of Leonteq.

5 INVITATION TO THE 2017 EXTRAORDINARY GENERAL MEETING 5 Ten years since its inception and transformation from a start-up to an established listed company, Leonteq will now enter the next phase of its development under a more diverse and independent leadership. With its strong team and solid business model, Leonteq has all the ingredients it needs to deliver further sustainable growth. As previously announced, this will be my last general meeting as Chairman and member of the Board of Directors. I would like to thank you for the confidence you have shown in me in recent years and look forward to welcoming you to Zurich on 22 November Yours sincerely, Pierin Vincenz Chairman of the Board of Directors

6 TO THE SHAREHOLDERS OF LEONTEQ AG I. AGENDA ITEMS 1. ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS The Board of Directors proposes to elect Paulo Brügger, Christopher M. Chambers and Thomas R. Meier to the Board of Directors, all of them for a term of office to expire at the 2018 Annual General Meeting. Each member of the Board of Directors will be elected individually Election of Paulo Brügger as member of the Board of Directors Mr. Brügger (1966), a Swiss national, is Head of the Central Bank department and a member of the Executive Board of Raiffeisen Switzerland, which he joined in Between 1995 and 2002, Paulo Brügger held various senior positions at UBS. He began his career at Swiss Bank Corporation and then Bank Julius Baer. He is a member of the Board of Directors of responsability Participations and holds a degree in Economics and Business Administration from the Kaderschule Zurich Election of Christopher M. Chambers as independent member of the Board of Directors Mr. Chambers (1961), a Swiss and British national, began his career in investment banking in 1990, before becoming CEO of Man Investments and a main Board member of Man Group in He is currently a Senior Advisor to Lone Star Europe and a member of the Boards of Swiss Prime Site, Berenberg Bank (Switzerland), Pendragon, Lonrho and Oxford Science Innovation. Previous Board memberships include Cembra Money Bank (Vice-Chairman), Evolution Group (member) and Jelmoli Holding (Chairman) Election of Thomas R. Meier as independent member of the Board of Directors Mr. Meier (1962), a Swiss national, served as CEO Asia and as member of the Executive Board of Bank Julius Baer from 2005 to 2015, as Head of Private Wealth Management and as member of the Management Board of Deutsche Bank (Luxembourg) and, prior to that, as CEO North Asia at Credit Suisse. After his return to Switzerland, he became Head of Corporate Sustainability at Bank Julius Baer and he currently serves as Chairman of the Julius Baer Foundation. Mr. Meier holds a doctorate in Law from the University of Zurich and he completed the Advanced Management Program at the University of Pennsylvania, USA. 2. ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS The Board of Directors proposes to elect Christopher M. Chambers as the Chairman of the Board of Directors for a term of office to expire at completion of the next Annual General Meeting.

7 INVITATION TO THE 2017 EXTRAORDINARY GENERAL MEETING 7 II. ORGANISATIONAL NOTES CURRICULA VITAE The curricula vitae for all candidates proposed to be elected as members of the Board of Directors are available for inspection at the company s head office at Europaallee 39, 8004 Zurich and on the Company s website at RIGHT TO VOTE Shareholders entered into the share register with the right to vote by 15 November 2017, 05:00 pm, are entitled to participate in the General Meeting. ADMISSION CARD Shareholders who intend to personally attend the General Meeting are kindly asked to request an admission card and voting material by returning the enclosed application form to Computershare Schweiz AG by 17 November Admission card and voting material will be mailed as from 16 November USE OF THE ONLINE PLATFORM ecomm PORTAL Shareholders may authorize and instruct the independent proxy at by issuing electronic authorizations and instructions to the independent proxy. The requisite login data is enclosed with this invitation. Shareholders may vote by remote electronic ballot, or change any instructions they may have communicated electronically by 20 November 2017, 11:59 pm. LEAVING THE EXTRAORDINARY GENERAL MEETING PRIOR TO ITS CONCLUSION Shareholders leaving the General Meeting prior to its conclusion must hand in the unused voting information material at the exit. LANGUAGE The General Meeting will be held in German. APPOINTMENT OF PROXY Shareholders who will not be attending the General Meeting in person may appoint a third party or the independent proxy (Proxy Voting Services GmbH, Grossmünsterplatz 1, 8001 Zurich, Switzerland) to represent them. To do this, shareholders must sign their admission card and return it with the enclosed reply envelope to Computershare Schweiz AG, P.O. Box, 4601 Olten, by 17 November 2017, 05:00 pm, unless they decide to use the electronic authorization and ballot. Translation: The original German text prevails Appendices Registration form with reply envelope ecomm Portal manual and login detail

8 LEONTEQ AG Europaallee Zurich Phone Fax