Valartis Share Buy-back Programme 2018/2019

published 23 May 2018

Here you will find all information on the share buy-back programme of Valartis registered shares as approved by the Annual General Meeting 2018 of
15 May 2018

14 May 2019
Annual General Meeting 2019

For more information, move your mouse over the desired date in the chart.

Valartis Group focuses on the comprehensive care for niche funds (investment satellites). Investing activities focus on the Russian and German markets.

In addition, Valartis Group provides corporate finance and M & A advisory work primarily for listed and unlisted mid-sized companies in Germany, Austria and Switzerland as well as Central and Eastern Europe.

As an Investment Advisor, Valartis Group manages the Valartis German Residential Health Care Fund, which was created exclusively for qualified investors. The fund is banking on the megatrend «Aging» and invests in nursing homes in Germany.

Valartis Group assumes various administrative tasks for the fund. For these services, it is compensated with customary fees.

Valartis Corporate Finance focuses its services in corporate finance and mergers and acquisitions primarily as consulting activities for listed and unlisted medium sized companies in Germany, Austria and Switzerland as well as in Central and Eastern Europe.

Independence from larger institutions allows our clients to discuss their ideas and strategies with our specialists on a level of confidentiality that other companies cannot provide.

On the real estate side, Valartis Group combines the management of profitable commercial and residential properties with the investment in promising development projects. With their know-how and a broad network of contacts, Valartis Group real estate investment specialists also assist in the search for specific investment vehicles in the real estate sector.

Especially for the Russian real estate investment companies, direct acquisition of real estate combined with project development as well as the administration of well-leased real estate in prime locations in Moscow and St. Petersburg prove to be valuable in the meantime.

ENR Russia Invest SA (ENR) is an investment company listed on the SIX Swiss Exchange and a member of the Swiss Association of Investment Companies. Since 1996, the company has been investing in private equity, listed equities, real estate and fixed income instruments of Russian companies and companies of other states of the Commonwealth of Independent States and the Baltic States.

In October 2014, ENR acquired the Petrovsky Fort office centre in St. Petersburg, Russia (“Petrovsky Fort”). Petrovsky Fort is a class B + office and retail property, completed in 2003 and located in the centre of St. Petersburg near the Neva Dam. It has nine office and two retail levels with a large central atrium. Of the total net lettable area, approximately 15,000 square meters are for office space and approximately 6,000 square meters for retail space. There is also an underground car park with 119 parking spaces and an above-ground parking for 36 vehicles.

Eastern Property Holdings Limited (EPH) is a public limited company listed on the SIX Swiss Exchange. As a property investment and real estate development company, EPH focuses primarily on Russian and European commercial and residential real estate markets.

On 19 December 2012, Valartis Group fully sold its stake in EPH (around 40 percent).

Valartis International Ltd., a Valartis Group company, continues to be responsible for certain of EPH’s investment management functions under a management contract.

The focus is on equity investments as a shareholder. Here, Valartis Group pursues a bottom-up approach and is constantly looking for special investments for its own investment portfolio.

For the procedure for the selection of own participation objects, elements of the traditional portfolio management process such as portfolio realisation (asset allocation , monitoring, revision) and portfolio control (performance measurement, attribution) are used. The disciplined implementation of these steps contributes to achieving the goal of a rigorous profitability orientation with an appropriate risk-return ratio.

One of the key challenges in creating a portfolio of investments is to resolve the trade-off between optimising the expected return in a given period of time (added value including interest and dividends less costs) on the one hand and limiting the risk of loss on the other. Typically, the structure of an equity investment portfolio will have a certain consistency over time, implying countercyclical behaviour, and thus encompassing opportunities as well as risks.

Norinvest Holding SA, based in Geneva and founded in 1984, is a Swiss investment company. It is listed on the OTC platform of the Berner Kantonalbank in Bern, Switzerland and is primarily the 100 percent parent company of the private bank Banque Cramer & Cie SA.

Following the completed sale to Banque Cramer & Cie SA of the two Swiss subsidiaries Valartis Bank AG and Valartis Wealth Management SA, Valartis Group AG acquired a 25-percent stake in Norinvest Holding SA in 2014.

Whitebox Services AG, by means of its 100 per cent group company Whitebox GmbH – founded in July 2014, on the market since January 2016 – not only wants to set new standards in investing, but make it accessible to everyone. At a reasonable price, Whitebox is one of the first to offer online asset management in the German market, which also meets the requirements of a quality-conscious clientele. Whitebox targets an investment return that is significantly better than traditional offerings at the same risk. In doing so, Whitebox immerses its clients in a unique investment experience that is fun, yet gives the reassuring sensation of putting their investment decisions into experienced hands.

Whitebox GmbH, Weil am Rhein, Germany, is a wholly owned subsidiary of Whitebox Services AG which is headquartered in Switzerland. Its owners are the founders, former executive board members of leading banks and industry experts. Valartis has acquired a smaller stake in Whitebox Services AG.

Athris AG (until August 2008 Jelmoli Beteiligungen AG, until 2018 Athris Holding AG), headquartered in Zug, Canton Zug, Switzerland, is a Swiss investment company whose shares are traded on the BX Swiss (Bern Stock Exchange). In accordance with its NAV, the company publishes the following in a timely manner after the end of each quarter.

With confirmation of the Annual General Meeting on 15 May 2018, the Board of Directors of Valartis Group is composed as follows: Gustav Stenbolt, Chairman of the Board of Directors, Philipp LeibundGut, Vice Chairman, and Olivier Brunisholz, Member.

The Executive Board was reduced in size in January 2017 when the Chairman of the Board of Directors, Gustav Stenbolt, additionally assumed the function of Delegate of the Board of Directors. George M. Isliker continues to function as CFO/CRO (since 2011).

1 Member of the Compensation Committee

Valartis Group employs a total of 54 employees.

Of these, 10 are employees in Switzerland. These employees provide services in the areas of real estate projects, investment projects, corporate finance and, as part of the Group’s service organisation, in the areas of Group Accounting & Controlling, IT & Logistics and communications. Other services required by the company (personnel administration and tax and legal advice) are obtained from external providers.

As a result of the full consolidation of Group companies, further employees of Valartis International Ltd, Moscow (24 employees) and ENR Russia Invest SA, St. Petersburg (20 employees) have been added. These employees provide real estate administration services (marketing, letting and maintenance) and are directly attributable to the properties.

The Board of Directors of Valartis Group AG consists of the following members:

COMPENSATION COMMITTEE

The Compensation Committee was established in 2014 and consists of at least three members of the Board of Directors, each of whom is individually elected by the Annual General Meeting for a one-year term of office. Re-election is permissible. At the Annual General Meeting on 15 May 2018, Philipp LeibundGut and Gustav Stenbolt were confirmed as members and Olivier Brunisholz was newly elected to the Compensation Committee.

The Compensation Committee constitutes itself and determines one of its members as Chairman. The Compensation Committee meets as often as business requires, but typically three times a year.

The Compensation Committee exercises its tasks and competencies as one and a collective body. The members have no personal powers and cannot give any instructions individually. The Compensation Committee may submit proposals to the Board of Directors in all matters relating to remuneration.

The Compensation Committee supports the Board of Directors in its tasks of duties and responsibilities in respect to the Group personnel policy. These include, among others:

Management is responsible for the affairs of the Company, insofar as these are not reserved for the Board of Directors in accordance with the law, the articles of association or the Organisational Rules & Regulations. The delegate of the board of directors presides over the group. The Executive Board is responsible in particular for the implementation of the strategy of the Group as defined by the Board of Directors and for its results.

The mandate of the external auditors is performed by BDO SA, Geneva, Switzerland. The external auditors will be elected for one year at the Annual General Meeting.

The election of BDO AG took place for the first time in 2017. The lead auditor is Nigel Le Masurier, who has held this position since the election in 2017.

It is the responsibility of the Board of Directors to audit the external auditors and the group auditors. It is responsible for the handling of the reports of the external auditors, being assisted in this task by the Audit Delegate of the Board of Directors.

Basic values – Figures in CHF million

In order to provide all shareholders, investors and other capital market participants with an insight into the business performance of the Group, Valartis Group AG publishes a detailed annual report in April and a Half-Year report at the end of August with key figures and comments.

Our current annual report and the archived annual and interim reports are available for download in electronic form (you need a current version of Adobe Acrobat Reader: Adobe Acrobat Reader).

On this page you will find the annual and Half-Year reports of Valartis Group since 2001 in PDF format. To view, you need a current version of Adobe Acrobat Reader.

Valartis Group publishes important information and numbers on the following dates:

Valartis Group attaches great importance to a strong corporate governance and sees this as a key factor in the company’s success. The preservation of shareholder interests, a transparent and comprehensive information policy and an appropriate compensation policy are key elements of the corporate governance of Valartis Group. In addition, corporate governance rules the relationship between management and control of the group.

CORPORATE GOVERNANCE RULES OF VALARTIS GROUP

Valartis Group’s corporate governance policies clearly and equitably define and distribute the roles, competences and responsibilities of management and supervisory bodies and provide for appropriate controls. All corporate governance principles and guidelines are binding on the organisation and management of Valartis Group. These documents form the corporate governance framework of Valartis Group and include the following elements:

Risk management is geared to the risks on the assets side and adheres to the professional principles of a value-oriented corporate management, which includes the targeted assumption of risks and their professional management. After taking into account the basic principle of risk-bearing capacity, the return-oriented acceptance of risks is thus the focus of our risk management.

IMPLEMENTATION OF A RISK ASSESSMENT

The Board of Directors deals with the monitoring of the risk management system and the treatment of all risks on a quarterly basis with corresponding reports. Current topics of risk are discussed and evaluated. On this basis, strategic and organisational decisions are made with the aim of optimising the risk positions of Valartis Group. An essential component for this is the conception and further development of the internal control system, with which identified risks are addressed by appropriate and adequate control measures with the objective of minimising their likelihood of occurrence. Appropriately setting up risk management and controlling processes to identify, assess, manage and communicate the significant risks and associated risk concentrations ensures that all risks are taken into account. A key objective is to create transparency about risks at an early stage and to reduce potential loss risks.

The statutory notices of Valartis Group are valid if published in the official gazette (“Swiss Official Gazette”). Valartis Group AG informs shareholders and capital market participants in a timely, open and comprehensive. Its information policy is based on the principle of equal treatment. As a company listed on the Swiss Exchange SIX Swiss Exchange, Valartis Group AG is subject in particular to the obligation to immediately disclose price-sensitive events (Directive Ad hoc Publicity, DAH SIX).

Annual General Meeting 2019 14 May 2019

Valartis Group AG
Rue de Romont 29/31
1700 Fribourg FR
Switzerland
Tel. +41 44 503 54 10
corporate.communications@valartis.ch

Stock exchange listing: SIX Swiss Exchange
Ticker symbol: VLRT
Reuters: VLRT.S
Bloomberg: VLRT SW
ISIN: CH0367427686
www.valartisgroup.ch

Conversion of bearer shares into registered shares
The Annual General Meeting of shareholders of 16 May 2017 of Valartis Group AG has decided to convert the existing bearer shares into registered shares and changed the Article of Association accordingly.

After conversion, the share capital of Valartis Group AG was unchanged at CHF 5’000’000.00 and consists of 5,000,000 registered shares with a nominal value of CHF 1.00 each.

This code of conduct (the “Code”) sets out the principles of business behaviour of Valartis Group and all its subsidiaries (collectively referred to as “Valartis”), all members of the Board of Directors and all employees of Valartis.

It is valid for all companies of Valartis Group. All directors and all employees of these companies have to keep to this code.

Valartis Group publishes on the following dates for investors, media representatives and analysts important facts and figures:

On this page you will find the latest news and press releases of Valartis Group. Use our e-mail news service in order to stay on top of the current developments and changes to date.