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SGS Releases Resolutions of the Annual General Meeting

Ad Hoc AnnouncementsAd hoc announcement pursuant to Art. 53 LRMarch 28, 2023

SGS held its Annual General Meeting on March 28, 2023, during which the following resolutions were adopted. Mr. Calvin Grieder was re-elected to the Board of Directors and as Chair of the Board of Directors and all other Board members standing for re-election were confirmed.

  • Mr. Jens Riedl joined the SGS Board as a new member
  • Paul Desmarais, jr. did not stand for re-election
  • Shareholders approved a 25-1 stock split to bring the value of its outstanding shares of common stock in line with the Swiss market average

The management report, the financial statements and the consolidated financial Statements for 2022 were approved and all proposals for the remuneration report were approved by shareholders.

Shareholders approved the proposed appropriation of available earnings and approved the dividend for the past financial year to CHF 80 per share.

The election of Mr. Jens Riedl as a new Board member was also announced today. He has 25 years of experience in the business and professional services sectors, both as consultant and investor. His areas of expertise include testing, inspection and certification (TIC), environmental, social and corporate governance (ESG), transportation and logistics, and industrial sectors, such as automotive, building materials and engineered products.

He has held board positions in various private and public companies, including companies financed by private equity.

Since 2022, Jens has been an Investment Partner of GBL, responsible for the DACH region and business services across Europe.  From 2019 to 2021, he was Investment Partner with the private equity firm Permira, where he led the global business services and industrial sectors.

All other Board members who stood for re-election were confirmed for a term of one year ending on the date of the 2024 Annual General Meeting:

  • Mr. Calvin Grieder (Chair)
  • Mr. Sami Atiya
  • Ms. Phyllis Cheung
  • Mr. Ian Gallienne
  • Mr. Tobias Hartmann
  • Mr. Shelby R. du Pasquier
  • Ms. Kory Sorenson
  • Ms. Janet S. Vergis

The approval of a 25-1 stock split will bring the value of the Group’s common stock in line with the Swiss market average for listed companies. This split will reduce the value of outstanding shares from CHF 1 to CHF 0.04 allowing greater participation of shareholders and providing more liquidity. This share split will go into effect on April 12, 2023. 

Shareholders also approved the 2022 Remuneration Report and, as required by Swiss law on Say on Pay, approved the remuneration of the Board until the next Annual Shareholders Meeting, the variable compensation of the senior management team in relation to the 2022 performance, granted a maximum envelope for the fixed remuneration of the management team for the year 2024 and authorized the issuance of a new long-term incentive plan for a vesting period of three years.

The Shareholders also approved several changes to the company’s Articles of Association, following changes in the Swiss company law, including a disposition paving the way for the organization of electronic attendance to shareholder meetings. However, a proposal to introduce a share-capital band, which would have authorized the Board to increase or decrease the share capital within defined limits did not obtain the required 2/3 majority of votes and was therefore rejected. 

About SGS

We are SGS – the world’s leading testing, inspection and certification company. We are recognized as the global benchmark for sustainability, quality and integrity. Our 97,000 employees operate a network of 2,650 offices and laboratories, working together to enable a better, safer and more interconnected world.

For further information, please contact:

Toby Reeks

Investors

Toby Reeks

Investor Relations

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