• The Annual General Meeting ("AGM") of Clariant AG was held on Monday, 29 June, 2020 at 10:30 am at the Congress Center Basel, Messeplatz 21, CH-4058 Basel, Switzerland.

    ANNUAL GENERAL MEETING 2020

    Clariant’s shareholders approve all agenda items

    • Extraordinary distribution of CHF 3.00 per share, subject to the closing of the Masterbatches transaction, confirmed
    • Withholding of regular distribution and carrying forward to available earnings confirmed
    • Nader I. Alwehibi and Thilo Mannhardt newly elected as members of the Board of Directors

    Muttenz, June 29, 2020 – At today’s Annual General Meeting in Basel, the shareholders of Clariant Ltd, a focused, sustainable and innovative specialty chemical company, approved all agenda items and resolutions proposed by the Board of Directors. Due to the ongoing situation with regard to the spread of the coronavirus, shareholders could not attend this year’s Annual General Meeting in person and could exercise their rights exclusively via the independent proxy. Overall, 222 864 693 shares or around 67.14 % of the share capital of Clariant were represented.

    Hariolf Kottmann, Executive Chairman ad interim, said: “The results we achieved in the year 2019 in a challenging economic and political environment prove the resilience of our portfolio. They also confirm the success of our long-term strategy with which we want to move further into the leading group of the specialty chemicals industry. Clariant's development over the last 25 years is a story of constant change, and even in an ever-changing environment Clariant will also have a good future.”

    At the Annual General Meeting, the Integrated Report as well as the Financial Statements and Consolidated Financial Statements of Clariant for the 2019 fiscal year were approved with 99.96 % of the votes. The 2019 Compensation Report was also approved on an advisory basis with 87.93 % of the votes. The members of the Board of Directors and the Executive Committee were discharged with 95.04 % of the votes. In addition, the Annual General Meeting approved the withholding of a regular distribution and the appropriation of the accumulated profit for 2019 to voluntary retained earnings with 99.56 % of the votes. The proposal for an extraordinary distribution of CHF 3.00 per share, subject to the closing of the Masterbatches transaction, was approved with 97.18 % of the votes.

    Nominated by the Board of Directors, Nader I. Alwehibi (*1980), a Saudi Arabian citizen, and Thilo Mannhardt (*1954), a German citizen, were elected as board members by a large majority of the votes. Khaled Homza A. Nahas and Carlo G. Soave resigned from the Board of Directors.
    The newly elected members of the Board of Directors were appointed until the Annual General Meeting 2021.

    The ten other members of the Board of Directors were also reelected by a large majority until the Annual General Meeting 2021, as was the Chairman of the Board of Directors, Hariolf Kottmann. Further, Dr. Balthasar Settelen, attorney, was reelected as independent proxy until the Annual General Meeting 2021 and PricewaterhouseCoopers AG was confirmed as the statutory auditor for 2020.

    Eveline Saupper, Independent Lead Director, said: "I want to thank the shareholders for the trust they place in the Board of Directors. This strengthens me to fulfill my duty as Independent Lead Director until a new CEO has been appointed and Clariant again has two individuals for the positions of CEO and Chairman."

    The proposal for total compensation of the Board of Directors for the term from the 2020 to the 2021 Annual General Meeting was approved with 87.79 % of the votes, as was the total compensation of the Executive Committee for the 2021 fiscal year, with 89.29 % of the votes.
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  • Shareholders of Clariant AG were invited to attend and participate in the Annual General Meeting (“AGM”) held on Monday, April 1, 2019 at 10.30 am. The meeting was held at the Congress Center Basel, CH-4058 Basel, Switzerland.

    ANNUAL GENERAL MEETING 2019

    Clariant’s shareholders approve all agenda items

    • Distribution increase to CHF 0.55 per share from capital contribution reserves confirmed
    • Integrated Report, Financial Statements and Consolidated Financial Statements of Clariant for the 2018 fiscal year approved
    • Shareholders approve 2018 Compensation Report with an advisory vote
    • Proposed amendments to the Articles of Association approved
    • All members of the Board of Directors reelected

    Muttenz, April 1, 2019 – At today’s Annual General Meeting in Basel, the shareholders of Clariant AG, a focused and innovative specialty chemical company, approved all agenda items and resolutions proposed by the Board of Directors. The meeting was attended by 459 shareholders and shareholder representatives accounting for 232 891 106 shares or around 70.16 % of the share capital of Clariant.

    Hariolf Kottmann, Chairman of the Board of Directors, said: “Over the past years, Clariant has consistently emphasized that its intention to be among the world leaders in the chemical industry in every respect. Along the way, we consistently have to develop Clariant's portfolio into high-quality specialty chemicals. We must continue to focus on the future and significantly increase the company's profitability.”

    Ernesto Occhiello, CEO, confirmed that Clariant has been successful in this aspect: “We have achieved our targets and delivered to promise. Clariant will continue on this path while shifting the focus to its customers even more and strives to create the best customer experience. We want to deliver quickly and reliably. We want to make our customers successful, because that way we are successful as well.”

    At the Annual General Meeting, the Integrated Report as well as the Financial Statements and Consolidated Financial Statements of Clariant for the 2018 fiscal year were approved with 99.94 % of the votes. The 2018 Compensation Report was also approved on an advisory basis with 94.65 % of the votes. The members of the Board of Directors and the Executive Committee were discharged with 98.56 % of the votes. In addition, the Annual General Meeting approved the appropriation of the accumulated profit for 2018 with 99.93 % of the votes, as well as a distribution of the confirmed reserves from capital contributions of CHF 0.55 per share with 99.94 % of the votes.

    The proposed amendments to the Articles of Association, which were required in connection with Clariant’s new Long-Term Incentive Plan or to ensure that no further amendments to the Articles of Association will be necessary in the event of future reissues of similar performance-related compensation plans, were approved.

    All members of the Board of Directors were reelected for one year by a large majority, as was the Chairman of the Board of Directors, Hariolf Kottmann. PricewaterhouseCoopers AG was confirmed as the statutory auditor for 2019.

    The proposal for total compensation of the Board of Directors for the term from the 2019 to the 2020 Annual General Meeting was approved with 88.30 % of the votes, as was the total compensation of the Executive Committee for the 2020 fiscal year, with 91.89 % of the votes.

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  • Shareholders of Clariant AG were invited to attend and participate in the Extraordinary General Meeting (“EGM”) held on Tuesday, October 16, 2018 at 10.30 am. The meeting was held at the Congress Center Basel, CH-4058 Basel, Switzerland.

    EXTRAORDINARY GENERAL MEETING 2018

    • All agenda items related to the recently announced governance agreement between Clariant and SABIC approved
    • Abdullah Mohammed Alissa, Calum MacLean, Geoffery Merszei and Dr. Khaled Hamza Nahas newly elected as members of the Board of Directors
    • Hariolf Kottmann newly elected as Chairman of the Board of Directors

    Muttenz, October 16, 2018 – At today’s Extraordinary General Meeting in Basel, the shareholders of Clariant Ltd, a world leader in specialty chemicals, approved all agenda items and proposals put forward by the Board of Directors. The meeting was attended by 264 shareholders and shareholder representatives accounting for 232 674 947 shares or 70.10 % of the share capital of Clariant.

    All agenda items were related to the governance agreement between Clariant and SABIC (Saudi Basic Industries Corporation). Both parties entered into this governance agreement on September 17, 2018, to reflect that SABIC is the largest single shareholder in Clariant after acquiring 24.99 % of the Clariant Ltd’s shares.

    Hariolf Kottmann, Chairman of Clariant’s Board of Directors, said: “I am very honored by the support of all our shareholders for my election. I look forward to this new role and the cooperation with the other board members as well as Ernesto Occhiello as CEO in continuing Clariant’s long-term vision of becoming one of the world’s leading companies for specialty chemicals.”

    “It has been an honor for me to have served Clariant over all these years and I am happy to hand over this responsibility with the company in good shape and entering a new stage in its development”, stated Rudolf Wehrli, former Chairman of Clariant’s Board of Directors.

    Ernesto Occhiello, Clariant’s new CEO, said: “From today on, I am a proud employee of Clariant and, together with my colleagues, I will do everything to make Clariant a world leader in high value specialty chemicals.”

    Nominated by the Board of Directors, Abdullah Mohammed Alissa (62), a Saudi-Arabian citizen, Calum MacLean (54), a British citizen, Geoffery Merszei (67), a US citizen and Dr. Khaled Hamza Nahas (69), a Saudi-Arabian citizen, were elected as board members by a majority of the votes. Rudolf Wehrli and Peter Chen stepped down from the Board of Directors. Rudolf Wehrli also resigned as the Chairman of Clariant Ltd and from the Compensation Committee. As a result, the Clariant Board of Directors was expanded to twelve members. Hariolf Kottmann was elected as Chairman of the Board of Directors by a large majority. Furthermore, the Board’s Compensation Committee was increased from three to five members, and proposed candidates Abdullah Mohammed Alissa, Claudia Suessmuth Dyckerhoff and Susanne Wamsler were also elected by a majority of the votes.

    All newly elected members of the Board of Directors were appointed until Clariant’s Annual General Meeting 2019, which is scheduled to take place on April 1, 2019.

    The proposal for an increase in the maximum total compensation of the Board of Directors, necessitated by the expansion of the Board from ten to twelve members, was approved by a majority of the votes.

    A proposal to amend the Articles of Association of Clariant Ltd by inserting a transitional provision that allows Board members to hold up to six mandates in public companies until the Clariant Annual General Meeting of 2022 was also approved by a majority of the votes.

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  • Shareholders of Clariant AG were invited to attend and participate in the Annual General Meeting (“AGM”) held on Monday, March 19, 2018 at 10.30 am. The meeting was held at the Congress Center Basel, CH-4058 Basel, Switzerland.

    ANNUAL GENERAL MEETING 2018

    Clariant’s Shareholders Approve All Agenda Items

    • Distribution increase to CHF 0.50 per share confirmed
    • Integrated Report and Group Consolidated Financial Statements for fiscal year 2017 approved
    • Shareholders approve Compensation Report 2017 on a consultative basis
    • All members of the Board of Directors reelected

    Muttenz, March 19, 2018 – At today’s Annual General Meeting in Basel, the shareholders of Clariant AG, a world leader in specialty chemicals, approved all agenda items and resolutions proposed by the Board of Directors. The meeting was attended by 494 shareholders and shareholder representatives accounting for 150 829 734 shares or around 45.44 % % of the share capital of Clariant.

    Rudolf Wehrli, Chairman of the Board of Directors, said: “In 2017, Clariant delivered a strong performance with exceptionally strong growth. The success of this past year is the result of the tireless efforts of more than 18,000 Clariant employees, who did not let themselves be distracted by the events surrounding the planned merger and the short-term investment of an activist shareholder.”

    Hariolf Kottmann, CEO, announced that these results reflect that Clariant is on the right track in terms of implementing its strategy and that this successful process will continue at an even quicker pace together with new anchor shareholder and partner SABIC . Mr. Kottmann also indicated that Clariant’s outlook remains positive: “For 2018, the good economic environment in mature markets, which represent a high comparable base, is expected to continue and Clariant is confident to continue to be able to achieve growth in local currency as well as progression in operating cash flow and profitability.”

    At the Annual General Meeting, the Integrated Report as well as the Group Consolidated Financial Statements for the 2017 fiscal year were approved with 99.87 % of the votes. The Compensation Report 2017 was also approved on an advisory basis with 86.14 % of the votes. The members of the Board of Directors and the Executive Committee were discharged with 99.11 % of the votes. In addition, the Annual General Meeting approved the appropriation of the accumulated profit for 2017 with 99.89 % of the votes, as well as a distribution of the confirmed reserves from capital contributions of CHF 0.50 per share with 99.97 % of the votes.

    All members of the Board of Directors were reelected for one year by a large majority, as was the Chairman of the Board of Directors, Rudolf Wehrli. PricewaterhouseCoopers AG was confirmed as the statutory auditor for 2018.

    The proposal for overall compensation of the Board of Directors for the term from the 2018 to the 2019 Annual General Meeting was approved with 94.34 % of the votes, as was the overall compensation of the Executive Committee for the 2019 fiscal year, with 87.05 % of the votes.

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  • Shareholders of Clariant AG were invited to attend and participate in the Annual General Meeting (“AGM”) held on Monday, March 20, 2017 at 10.30 am. The meeting was held at the Congress Center Basel, CH-4058 Basel, Switzerland.

    ANNUAL GENERAL MEETING 2017

    Clariant’s shareholders approve all agenda items at the Annual General Meeting

    • Distribution increase to CHF 0.45 per share confirmed
    • Integrated Report and Group’s Consolidated Financial Statements for fiscal year 2016 approved
    • Shareholders approve Compensation Report 2016 on a consultative basis
    • All members of the Board of Directors reelected

    Muttenz, March 20, 2017 – At today’s Annual General Meeting in Basel, the shareholders of Clariant AG, a world leader in specialty chemicals, approved all agenda items and resolutions proposed by the Board of Directors. The meeting was attended by 482 shareholders and shareholder representatives accounting for 178 055 160 shares or around 53.64 % of the share capital of Clariant.

    Rudolf Wehrli, Chairman of the Board of Directors, said: “In 2016, Clariant delivered an excellent result: the EBITDA margin before exceptional items increased from 14.7% to 15.2%, the operating cash flow increased by 29% to 646 million Swiss francs and the net profit rose by 16% to 263 million Swiss Francs”. Hariolf Kottmann, CEO, reconfirmed the mid-term target of reaching a leading position in the specialty chemicals industry. “For 2017, despite an uncertain environment characterized by a high volatility in commodity prices, currencies as well as political uncertainties, Clariant is confident to be able to achieve growth in local currency, as well as progression in operating cash flow and profitability.”

    At the Annual General Meeting, the Integrated Report (formerly Annual Report) as well as the Group’s Consolidated Financial Statements for the 2016 fiscal year were approved with 99.97 % of the votes. The Compensation Report 2016 was also approved on a consultative basis with 82.33 % of the votes. The members of the Board of Directors and the Executive Committee were discharged with 99.67 % of the votes. In addition, the Annual General Meeting approved the appropriation of the accumulated profit for 2016 with 99.97 % of the votes, as well as a distribution of the confirmed reserves from capital contributions of CHF 0.45 per share with 99.96 % of the votes.

    All members of the Board of Directors were reelected for one year by a large majority, as was the Chairman of the Board of Directors, Rudolf Wehrli. PricewaterhouseCoopers AG was confirmed as the statutory auditor for 2017.

    The proposal for overall compensation of the Board of Directors for the term from the 2017 to the 2018 Annual General Meeting was approved with 96.82 % of the votes, as was the overall compensation of the Executive Committee for the 2018 fiscal year, with 83.50 % of the votes.

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