All the resolutions proposed by the Board of Directors were approved at the Annual General Meeting that took place today in Geneva. This included the approval of the scrip dividend proposal, the Company’s financial and non-financial reports, the election of all proposed members of the Board of Directors, as well as the relocation of the Company’s registered office.
Calvin Grieder, Chair of the Board of Directors, commented:
“On behalf of the Board of Directors I would like to express my sincere thanks to all our shareholders for their ongoing trust and support. We were proud to deliver excellent results in 2024 and this year we will continue the fast execution of Strategy 27 and further strengthening its three strategic value drivers: growth, people, performance and agility, and a strong financial and ESG profile. At our core, we are a people-driven business; the dedication, passion, and commitment that our teams deliver every day make SGS such a unique company. SGS has an exciting future ahead.”
Scrip dividend proposal
Shareholders approved the right to receive either a cash dividend of CHF 3.20 per share or a dividend in the form of shares of the Company. The shares to be distributed as dividend to eligible shareholders will be valued at a discount of 5% to the market value of the SGS shares.
The Board of Directors believes that the proposed option to receive the dividend in the form of shares at a discount is consistent with the Company’s plan to accelerate growth while retaining balance sheet strength. Such option offers eligible shareholders an attractive opportunity to increase their investment in SGS and to support the continued fast execution of Strategy 27.
The results related to the final uptake of the scrip dividend option are expected to be communicated on 17 April 2025.
The proposed share capital increase under agenda item 3.2 was also approved.
Financial and non-financial reports
The shareholders approved the Company’s 2024 annual report, the financial statements of SGS SA, the
consolidated financial statements of the SGS Group and the report on non-financial matters. The 2024 Remuneration Report also received strong shareholders’ approval.
Election of the Board of Directors
All Board members standing for re-election were successfully re-elected. Shareholders also elected Mr. Patrick Kron and Ms. Géraldine Picaud as new members of the Board of Directors.
In 2025, the Board and Remuneration Committee will be composed as follows:
Board of Directors
Mr. Calvin Grieder (Chair), Mr. Sami Atiya, Ms. Phyllis Cheung, Mr. Ian Gallienne, Mr. Tobias Hartmann, Mr. Patrick Kron, Ms. Géraldine Picaud, Ms. Kory Sorenson, Ms. Janet S. Vergis.
Remuneration Committee
Mr. Sami Atiya (Chair), Mr. Patrick Kron, Ms. Kory Sorenson.
Statutory auditors
PricewaterhouseCoopers SA, Genève was re-elected as Auditors of SGS S.A. and Group Auditors for the business year 2025.
Remuneration matters
Shareholders approved the total remuneration budgets for SGS’s Board of Directors and Senior Management, including the remuneration of the Board of Directors until the 2026 Annual General Meeting, the Annual Variable Remuneration of Senior Management for the fiscal year 2024 and the Long-Term Incentive plans to be issued in 2026.
