SGS General Meeting of Shareholders

Outcome of the Annual General Meeting of Shareholders of SGS SA, which took place on 12 March 2015 in Geneva:

1. Annual Report 2014

   1.1. Accounts of SGS SA and of the SGS Group
   Approval of the annual report, the financial statements of SGS SA and the consolidated financial statements of the SGS Group.
   
   The Shareholders approved
   
   1.2. Advisory Vote on the 2014 Remuneration Report
   Acceptance of the 2014 Remuneration report.
   
   The Shareholders approved

2. Release of the members of the Board of Directors and of the Management

   The Shareholders approved

3. Appropriation of Profits

   	CHF
   Profit for the year	378,165,415
   Balance brought forward from previous year	341,877,870
   Dividend paid on own shares released into circulation in 2014 prior the Annual General Meeting on 13 March 2014	(1,645,215)
   Reversal from the reserve for own shares	31,321,687
   TOTAL RETAINED EARNINGS AVAILABLE FOR APPROPRIATION	749,719,757
   Dividends, CHF 68.- per share (1)	(521,934,408)
   BALANCE CARRIED FORWARD	227,785,349
   (1) No dividend is paid on treasury shares held directly or indirectly by SGS SA

   The Shareholders approved

4. Elections

   4.1. Election to the Board of Directors
   
       4.1.1. Re-election of Sergio Marchionne
       4.1.2. Re-election of Paul Desmarais
       4.1.3. Re-election of August von Finck
       4.1.4. Re-election of August François von Finck
       4.1.5. Re-election of Ian Gallienne
       4.1.6. Re-election of Cornelius Grupp
       4.1.7. Re-election of Peter Kalantzis
       4.1.8. Election of Christopher Kirk
       4.1.9. Re-election of Gérard Lamarche
       4.1.10. Re-election of Shelby du Pasquier
   
   Each for a term of one year ending on the date of the 2016 Annual General Meeting.
   
   The Shareholders approved
   
   4.2. Election of the Chairman of the Board of Directors
   
       4.2.1. Re-election of Sergio Marchionne
    
   Re-election of Mr.Sergio Marchionne, for a term of one year ending on the date of the 2016 Annual General Meeting.
    
    The Shareholders approved
   
   4.3. Election to the Remuneration Committee
   
       4.3.1. Re-election of August von Finck
       4.3.2. Re-election of Ian Gallienne
       4.3.3. Re-election of Shelby du Pasquier
   
   Each or a term of one year ending on the date of the 2016 Annual General Meeting.
   
   The Shareholders approved
   
   4.4. Election of the statutory auditors
    
   Re-election of Deloitte SA, Meyrin, as Auditors of SGS SA and Group Auditors for the business year 2015.
   
   The Shareholders approved
   
   4.5. Election of the Independent Proxy
   
   Election of the public notary firm Jeandin & Defacqz, Geneva, as Independent Proxy for a term of one year ending on the date of the 2016 Annual General Meeting.
   
   The Shareholders approved

5. Amendments to the Articles of Association to adapt to changes in company law

   Adoption of amendments to the Articles of Association. The amendment proposals to the existing Articles of Association are set out in the enclosed document.
   
   The Shareholders approved
   

6. Authorized share capital

   Renewal for a further period of two years ending on March 12, 2017 of the authorized share capital of 500,000 shares, each of a par value of CHF 1.-.
   
   The Shareholders approved

7. Remuneration Matters

   7.1. Remuneration of the Board of Directors until the 2016 Annual General Meeting
   Approval of an aggregate amount of CHF 2,125,000 representing the remuneration of the members of the Board of Directors for the period ending on the date of the 2016 Annual General Meeting.
   
   The Shareholders approved
   
   7.2. Fixed Remuneration of Senior Management for the fiscal year 2016
   
   Approval of a maximum aggregate amount of CHF 9,000,000 representing the fixed remuneration of the members of the Group Operations Council for the fiscal year 2016.
   
   The Shareholders approved
   
   7.3. Annual Variable Remuneration of Senior Management for the fiscal year 2014
   
   Approval of an aggregate amount of CHF 5,586,000 representing the annual variable remuneration of the members of the Group Operations Council for the fiscal year 2014.
   
   The Shareholders approved
   
   7.4. Long Term Incentive Plan to be issued in 2015.
   
   Approval of the issuance of a Long Term Incentive Plan for the members of the Group Operations Council in 2015, for a total maximum amount equivalent to CHF 30,000,000.
   
   The Shareholders approved

Minutes of the meeting (PDF 496 KB)