Swiss Prime Site AG

Category: Notifications issued to company members/nSub-category: Invitation to the General Meeting/nPublication date: SHAB 11.02.2025/nPublicly viewable until: 11.02.2026/nPublication number: UP04-0000006724/nPublishing entity/nSwiss Prime Site AG, Poststrasse 4a.

6300 Zug/nInvitation to the ordinary general meeting Swiss/nPrime Site AG/nOrganisation concerned:
/nSwiss Prime Site AG/nCHE-101.080.841/nPoststrasse 4a/n6300 Zug/nGeneral meeting details:/n13.03.2025, 16.00 Uhr, Theater Casino Zug, Artherstrasse 4.

6300 Zug/nInvitation/Agenda:
/nInvitation to the shareholders of Swiss Prime/nSite AG/n25th ordinary Annual General Meeting/nThursday, 13 March 2025, 16.00/nPlease find the complete invitation in the/nattached PDF./nRemarks:/nDeadline for registration is 11 March 2025./nI N VITATI O N/n2025/nTO T H E S H A R E H O L D E R S/nO F S W I S S P R I M E S I T E AG/n2 5 T H ? O R D I N A R Y A N N U A L G E N E R A L M E E T I N G/n2/nThursday,/n13 March 2025/n4 pm | Doors open at 3 pm/nTheater Casino Zug | Artherstrasse 4 | CH-6300 Zug/n3/nREPORT/n2024/nA N N U A L R E P O R T/nREVIEW/n2024/nA N N U A L M AG A Z I N E/nFAC T S A N D F I G U R E S/nThe year 2024/nin figures/nPAG E 8/nM A N AG E M E N T/nI N T E R V I E W/nIn conversation with/nthe Executive Board/nPAG E 10/nSTO R I E S T H AT/nM OV E U S/nStücki Park II -/nA little more/nlaboratory!/nPAG E 28/nFAC T S/nKey financial and non-financial/nfacts and figures/nPAG E 42/nDear Shareholders/nThe past year has shown/njust how well we can use/nour potential. With the/nfurther focussing of our/nportfolio and the acquisition/nof Fundamenta, we have/nundertaken important/nstrategic steps to comple-/nment our two-pillar/nstrategy - and achieved/ngood results./nALL RELEVANT/nINFORMATION ON THE/n2024 FINANCIAL YEAR/nTon Büchner/nChairman/n4/nAgenda items and proposals/nof the Board of Directors/n1/nApproval of the operational and financial management report of Swiss Prime Site/nAG, the annual financial statements of Swiss Prime Site AG and the consolidated/nfinancial statements for the 2024 financial year, and adoption of the auditor's/nreports/nThe Board of Directors proposes the approval of the operational and financial management/nreport of Swiss Prime Site AG, the annual financial statements of Swiss Prime Site AG and/nthe consolidated financial statements for the 2024 financial year, and adoption of the audi-/ntor's reports./n Explanatory note/nUnder Art. 698?(2)?(3), (4) and Art. 728b?(2)?(4) of the Swiss Code of Obligations (CO) and/nthe Articles of Association of Swiss Prime Site AG, the general meeting is responsible for/nthe approval of the operational and financial management report, the annual financial state-/nments of Swiss Prime Site AG and the consolidated financial statements of Swiss Prime Site/nAG for the 2024 financial year, and adoption of the auditor's reports. Approval of the annu-/nal financial statements is required for the resolution on the appropriation of balance sheet/nprofit, in particular with regard to determining the dividend./n2/nConsultative vote on the Swiss Prime Site AG report on non-financial/nissues for the 2024 financial year/nThe Board of Directors recommends that the report on non-financial issues for the 2024/nfinancial year be approved in a consultative vote./nExplanatory note/nIn concert with Art. 964a of the Swiss Code of Obligations, Swiss Prime Site is obliged to/nprepare a report on non-financial issues. The Annual General Meeting is responsible for/napproving this report in a consultative vote./n5/n3/nConsultative vote on the Compensation Report for the 2024 financial year/nThe Board of Directors recommends that the Compensation Report for the 2024 financial/nyear be approved in a non-binding consultative vote and that the auditor's report be adopted./nExplanatory note/nUnder the Articles of Association of Swiss Prime Site AG, the Board of Directors submits/nthe Compensation Report for the 2024 financial year to the shareholders for a consultative/nvote. The Compensation Report sets out the principles governing the compensation of the/nBoard of Directors and the Executive Board. It also provides details of the compensation/npaid to the members of both bodies for the 2024 financial year. The Compensation Report/nis part of the Annual Report./n4/nDischarge of the Board of Directors and the Executive Board for the 2024/nfinancial year/nThe Board of Directors recommends that its members and the members of the Executive/nBoard be discharged from their responsibility for the conduct of business in the 2024 finan-/ncial year./nExplanatory note/nPursuant to Art. 698(2)(7) CO and the Articles of Association of Swiss Prime Site AG, the/ngeneral meeting is responsible for discharging the members of the Board of Directors and/nthe Executive Board./n6/n5/nAdoption of resolutions on the appropriation of balance sheet profit, distribution/nof an ordinary dividend and a withholding tax-exempt distribution from capital/ncontribution reserves/nThe Board of Directors proposes a total distribution to shareholders of CHF 3.45 gross/n(CHF 2.846 net) per registered share entitled to dividends. This is composed of an ordinary/ndividend from the balance sheet profit of CHF 1.725 gross per registered share (CHF 1.121/nnet after deduction of 35% withholding tax) and a withholding tax-exempt distribution from/ncapital contribution reserves of CHF 1.725 per registered share (excluding registered shares/ndirectly and indirectly held by the Company). Based on the stock of 514 treasury shares, the/namount scheduled for distribution is CHF 266'709'260.40./nThe Board of Directors recommends the following appropriation of the balance sheet profit:/nDistribution of an ordinary dividend and a withholding tax-exempt distribution from capital/ncontribution reserves./n7/nDistribution of an ordinary dividend/nBalance brought forward CHF 459'622'897.77/nAnnual result CHF 246'345'930.00/nBalance sheet profit CHF 705'968'827.77/nTransfer to other statutory retained earnings CHF 0/nTransfer to voluntary retained earnings CHF 0/nDividend payment CHF - 133'354'630.20 1/nBalance brought forward to new account CHF 572'614'197.57/nDistribution from capital contribution reserves/nCapital contribution reserves as at 31.12.2024 CHF 762'646'163.45/nDistribution from capital contribution reserves CHF - 133'354'630.20 1/nBalance brought forward to new account CHF 629'291'533.25/n1? This amount is based on the 77'307'032 registered shares issued as at 4 ?February 2025 and the stock of/n514 treasury shares. In the event of share conversions from the outstanding convertible bonds or changes in/nthe number of shares held by the Company, this amount will be modified accordingly when the distribution is/nmade./nThe proposed dividend and the withholding tax-exempt distribution from capital contribution/nreserves will be paid on 25?March 2025 in the amount of CHF 2.846 net per registered share/nentitled to dividends./nExplanatory note/nUnder Art. 698?(2)?(4) CO and the Articles of Association of Swiss Prime Site AG, the gen-/neral meeting is responsible for the adoption of resolutions on the appropriation of balance/nsheet profit, in particular with regard to determining the dividend./n8/n6/nApproval of the remuneration for the Board of Directors and the Executive Board/nUnder Article 698(3)(4) CO and the Articles of Association of Swiss Prime Site AG, each/nyear the Annual General Meeting of shareholders has a binding vote on the maximum over-/nall compensation paid to members of the Board of Directors and the Executive Board for/nthe current financial year./n6.1 Compensation of the Board of Directors/nThe Board of Directors recommends that compensation to its members up to a maximum/nof CHF 1'800'000.00 be approved for the 2025 financial year./nExplanatory note/nThe maximum amount recommended here comprises the basic director's fee paid to each/nBoard member and the compensation payable to members of Board committees and is/ncomposed of fixed compensation in cash, share-based compensation and social security/ncontributions./n6.2 Compensation of executive management (Executive Board)/nThe Board of Directors