Resolution Minutes 23 March 2016
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1 Resolution Minutes 23 March 2016 Corporate Secretary Georg Fischer Ltd Amsler-Laffon-Strasse Schaffhausen Switzerland T info@georgfischer.com georgfischer.com Location Schaffhausen Resolution Minutes of the 120th Ordinary Annual Shareholders' Meeting of Georg Fischer Ltd, 23 March 2016, 3:30 p.m. 5:15 p.m., Schaffhausen 1 Formalities Chair: Deputy Chair: Minutes Vote counters Independent proxy Auditors Certifying officer Andreas Koopmann, Chairman of the Board of Directors; Gerold Bührer, Vice Chairman of the Board of Directors (conducted the meeting for election matters concerning Andreas Koopmann); Roland Gröbli, Corporate Secretary of Georg Fischer Ltd; Barbara Müller-Buchser, President of the Schaffhausen Cantonal Trade Association; Martin Bisig, Vice President of Schaffhauser Kantonalbank; Andreas Knup, Managing Director of Credit Suisse Schaffhausen; Urs Werz, Deputy Director and CFO of Ersparniskasse Schaffhausen; weber, schaub & partner ag, represented by attorney-at-law lic. iur. LL.M. Christoph Vaucher; PwC AG, Zurich, represented by Stefan Räbsamen and Roman Uehli; Marcel Dubois, Head of the Commercial Registry Office of the Canton of Schaffhausen; Invitation dispatched 9 March Attendance At 3:30 p.m. the following attendees were noted: 1,039 shareholders representing 79,132 votes. The independent proxy represented 1,944,771 votes. This attendance corresponded to 69.07% of the votes registered in the share register. 3 Resolutions See Enclosure 1. For the resolution minutes: Roland Gröbli Corporate Secretary Note: In accordance with the Articles of Association of Georg Fischer Ltd, the minutes of the Annual Shareholders' Meeting are regarded as binding once they have been signed by the minutes taker, the Chairman and the vote counters. The detailed minutes of the 120th Annual Shareholders'
2 Minutes Resolution Minutes of the 120th Ordinary Annual Shareholders' Meeting of Georg Fischer Ltd, Page 2/6 Meeting will also be published on once they have been duly signed by the above mentioned persons.
3 Page 3/6 Enclosure 1: Resolutions 1.1 Annual Report Percent 99.83% 0.17% Votes 1'930'575 6'672 1'923'903 1'920'563 3' Compensation Report Percent 64.84% 35.16% Votes 1'938'048 18'089 1'919'959 1'244' ' Appropriation of retained earnings Percent 99.94% 0.06% Votes 1'940'156 4'442 1'935'714 1'934'606 1' Discharge Percent 93.46% 6.54% Votes 1'915'466 10'311 1'905'155 1'780' ' Renewal of the authorized capital Percent 88.31% 11.15% Votes 1'945'778 10'577 1'945'778 1'718' '890
4 Page 4/6 5.1 Re-election of Hubert Achermann Percent 98.15% 1.85% Votes 1'939'342 5'178 1'934'164 1'898'448 35' Re-election of Roman Boutellier Percent 96.63% 3.37% Votes 1'935'144 4'119 1'931'025 1'865'895 65' Re-election of Gerold Bührer Percent 96.78% 3.22% Votes 1'940'364 5'546 1'934'818 1'872'451 62' Re-election of Andreas Koopmann Percent 99.82% 0.18% Votes 1'939'778 4'042 1'935'736 1'932'245 3' Re-election of Roger Michaelis Percent 99.25% 0.75% Votes 1'941'544 8'604 1'932'940 1'918'452 14'488
5 Page 5/6 5.1 Re-election of Eveline Saupper Percent 98.54% 1.46% Votes 1'941'503 8'417 1'933'086 1'904'814 28' Re-election of Jasmin Staiblin Percent 98.78% 1.22% Votes 1'939'748 8'241 1'931'507 1'907'925 23' Re-election of Zhiqiang Zhang Percent 99.71% 0.29% Votes 1'939'618 5'261 1'934'357 1'928'704 5' New election of Board of Directors: Riet Cadonau Percent 93.92% 6.08% Votes 1'940'533 10'574 1'929'959 1'812' ' Re-election of Andreas Koopmann (Chairman BoD) Percent 99.74% 0.26% Votes 1'941'245 7'319 1'933'926 1'928'934 4' Election of Roman Boutellier (Compensation Committee) Percent 96.95% 3.05% Votes 1'936'366 6'660 1'929'706 1'870'946 58'760
6 Page 6/6 6.2 Election of Eveline Saupper (Compensation Committee) Percent 98.49% 1.51% Votes 1'941'229 6'251 1'934'978 1'905'821 29' Election of Jasmin Staiblin (Compensation Committee) Percent 98.63% 1.37% Votes 1'941'065 6'529 1'934'536 1'908'004 26' Maximum total compensation for the Board of Directors Percent 98.48% 1.52% Votes 1'941'441 23'077 1'918'364 1'889'179 29' Maximum total compensation for the Executive Committee Percent 97.81% 2.19% Votes 1'940'219 11'220 1'928'999 1'886'783 42' Re-election of Auditors: PwC (PricewaterhouseCoopers AG) Percent 98.77% 1.23% Votes 1'941'080 4'809 1'936'271 1'912'492 23' Re-election of the Independent Proxy Percent 99.91% 0.09% Votes 1'934'694 2'879 1'931'815 1'930'058 1'757
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