Shareholdersmeeting 2014 invitation by about_swisscom

Invitation to the Shareholdersâ&#x20AC;&#x2122; Meeting 2014

This invitation is a translation of the German original. In the event of any inconsistencies, the German version of the invitation shall prevail over the French, Italian and English translations.

Dear shareholder On 3 March 2013 the Swiss people clearly accepted the initiative “against rip-off salaries”. Its aim is to restrict excessive remuneration for top management of listed companies. For this purpose, the corporate governance of these companies is to be further developed by giving shareholders more influence on the remuneration policy, the remuneration system and remuneration of the Board of Directors and Executive Board. In the “Ordinance against Excessive Remuneration in Listed Companies” (“OaER” or “Ordinance”) of 20 November 20131 the Federal Council stipulated in detail how the initiative has to be implemented. The ordinance came into force on 1 January 2014 and led to various adjustments. The Board of Directors is submitting amendments to the Articles of Incorporation in advance to the Shareholders’ Meeting on 7 April 2014 with the goal of reflecting Swisscom’s new governance guidelines. Of importance in this regard are the provisions on the principles of the tasks and responsibilities of the Remuneration Committee, the external mandates of the members of the Board of Directors and Executive Board, the principles of the success and participation plans, the remuneration of the members of the Board of Directors and Executive Board, the additional contribution for new members of the Executive Board and details of the voting of the Shareholders’ Meeting on the remuneration of the members of the Board of Directors and Executive Board. Voting on the future remuneration of the Board of Directors and Executive Board, which is performed by the Group Executive Board at Swisscom, is to be carried out for the first time at the 2015 Shareholders’ Meeting. Due to the new ordinance, the Shareholders’ Meeting will from 2014 on elect the chairman, the members of the Board of Directors and new the members of the Remuneration Committee (previously called Compensation Committee) and the independent proxies in individual elections for a one-year term of office. Corporate proxy and deposit proxies are no longer permissible. Furthermore, at this year’s Shareholders’ Meeting, shareholders can for the first time issue their instructions electronically to the independent proxies. Please take note of the attached information in this regard.

1 You can find the regulation text at http://www.admin.ch/opc/de/classified-compilation/20132519/201401010000/221.331.pdf.

The extensive elections and amendments to the Articles of Incorporation have led to an expansion of the list of agenda items. For this reason, the Shareholdersâ&#x20AC;&#x2122; Meeting will begin at 1.30 p.m., i.e. one hour earlier than previously. We are pleased to invite you to the 16th Shareholdersâ&#x20AC;&#x2122; Meeting of Swisscom Ltd. Worblaufen, 7 March 2014 Yours sincerely Swisscom Ltd. Board of Directors

Hansueli Loosli, Chairman

Agenda

Page

1 1.1 1.2

Annual Report, financial statement of Swisscom Ltd and consolidated financial statement for financial year 2013 Approval of the Annual Report, financial statement of Swisscom Ltd and consolidated financial statement for financial year 2013 Consultative vote on the Remuneration Report 2013

Appropriation of retained earnings 2013 and declaration of dividend

3 Discharge of the members of the Board of Directors and the Group Executive Board 4 Modification of the Articles of Incorporation, especially to the Ordinance against Excessive Remuneration in Listed Companies (OaER) 4.1 General modifications to the Articles of Incorporation 4.2 Provisions of the Articles of Incorporation on remuneration and approval procedures 4.3 Further Articles of Incorporation provisions according to art. 12 OaER

5 6

7 7 7 13 24

5 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9

Elections to the Board of Directors Re-election of Barbara Frei Re-election of Hugo Gerber Re-election of Michel Gobet Re-election of Torsten G. Kreindl Re-election of Catherine M端hlemann Re-election of Theophil Schlatter Election of Frank Esser Re-election of Hansueli Loosli Re-election of Hansueli Loosli as Chairman

29 29 30 30 30 31 31 32 32 33

6 6.1 6.2 6.3 6.4 6.5

Elections to the Remuneration Committee Election of Barbara Frei Election of Torsten G. Kreindl Election of Hansueli Loosli Election of Theophil Schlatter Election of Hans Werder

33 33 33 34 34 34

Election of the independent proxy

Re-election of the statutory auditors

35 3

Proposals and explanatory notes 1

Annual Report, financial statement of Swisscom Ltd and consolidated financial statement for financial year 2013

1.1

Approval of the Annual Report, financial statement of Swisscom Ltd and consolidated financial statement for financial year 2013

Proposal The Board of Directors proposes that the Annual Report, financial statements of Swisscom Ltd and consolidated financial statements for financial year 2013 be approved.

Explanatory notes In 2013, Swisscom’s consolidated net revenue rose by CHF 50 million or 0.4% to CHF 11,434 million, while consolidated EBITDA declined by CHF 175 million or 3.9% to CHF 4,302 million. At constant exchange rates and excluding company acquisitions as well as Fastweb’s wholesale revenue from interconnection services (hubbing), consolidated revenue fell by 0.8%. This slight decrease was mainly due to price erosion in Swiss core business of around CHF 350 million and reductions in roaming charges of around CHF 210 million. The total fall of around CHF 560 million was largely offset by customer and volume growth of around CHF 480 million.

EBITDA fell by 2.0% on a like-for-like basis, due primarily to the fall in revenue in Swiss core business. Expenses were also higher in Switzerland for network maintenance and IT, while customer growth in Italy led to higher acquisition costs. In the second half of 2013, adjusted EBITDA rose by CHF 44 million year-on-year.

Consolidated net income declined by 6.6% or CHF 120 million to CHF 1,695 million, which was mainly attributable to lower EBITDA and a CHF 94 million increase in depreciation and amortisation due to increased capital expenditure on infrastructure. Overall headcount rose by 594 FTEs to 20,108 FTEs. While headcount was higher in Switzerland as a result of corporate acquisitions, the insourcing of external staff and the expansion of customer service in Swiss business, the number of Fastweb employees was lower due to outsourcing.

Excluding costs of CHF 360 million for mobile frequencies acquired in 2012, total capital expenditure rose by 10.5% to CHF 2,396 million and in Switzerland by CHF 52 million or 3.2% to CHF 1,686 million, with the bulk of the spending going on Switzerland’s broadband infrastructure.

The annual financial statements of Swisscom Ltd, in accordance with the accounting regulations under stock corporation law, show net income of CHF 239 million. 5

Retained earnings of CHF 4,170 million consist of retained earnings from 2012 of CHF 3,931 million and the 2013 net income of CHF 239 million. The statutory auditors, KPMG Ltd, recommend in their reports to the Shareholdersâ&#x20AC;&#x2122; Meeting that the financial statements of Swisscom Ltd and the consolidated financial statements for the financial year ended 31 December 2013 be approved.

The comprehensive report on financial year 2013 is contained in the Annual Report. It also includes the reports of the statutory auditors, information on Corporate Responsibility and Corporate Governance and the Remuneration Report.

1.2

Consultative vote on the Remuneration Report 2013

Proposal The Board of Directors proposes that affirmative notice of the 2013 Remuneration Report be taken by means of a consultative vote.

Explanatory notes The Remuneration Report (pages 137 to 148 of the 2013 Annual Report) states the decision-making competencies and presents principles and elements of the remuneration of the Board of Directors and Group Executive Board. It lists the remuneration paid in the reporting year to the members of the Board of Directors and Group Executive Board and indicates their participations in Swisscom Ltd. A non-binding consultative vote will be held in relation to the report.

Appropriation of retained earnings 2013 and declaration of dividend

>> Balance carried forward from prior year >> Net income 2013 Total retained earnings 2013

CHF 3,931 million CHF 239 million CHF 4,170 million

Proposal The Board of Directors proposes that the retained earnings be appropriated as follows: >> Dividend of CHF 22 per share for 51,801,141 shares CHF 1,140 million >> Balance to be carried forward CHF 3,030 million

No dividends will be granted on shares held by Swisscom Ltd.

Explanatory notes The Board of Directors proposes to the Shareholders’ Meeting a dividend of CHF 22 gross per share (previous year CHF 22). The total dividend of approx. CHF 1,140 million is based on a portfolio of 51,801,141 shares with a dividend entitlement (as at 31 December 2013). Subject to approval of the proposal by the Shareholders’ Meeting, after deduction of federal withholding tax of 35%, a net dividend of CHF 14.30 per share will be paid out on 14 April 2014. The last trading day with entitlement to receive a dividend is 8 April 2014. As from 9 April 2014, the shares will be traded ex dividend.

Discharge of the members of the Board of Directors and the Group Executive Board

Proposal The Board of Directors proposes that discharge be granted to the members of the Board of Directors and their Group Executive Board for financial year 2013. 4

Modification of the Articles of Incorporation, especially to the Ordinance against Excessive Remuneration in Listed Companies (OaER)

4.1

General modifications to the Articles of Incorporation

Proposal The Board of Directors proposes that sub-sections 5.1, 5.5, 5.7.2 to 5.7.4, 6.1 (title), 6.1.2, 6.1.5, 6.2.3 letters f and j as well as 11 of the Articles of Incorporation be amended, supplemented or deleted according to the following wording; these amendments to the Articles of Incorporation are to enter into force only upon their entry in the commercial register.

Explanatory notes and wording of the requested modifications to the Articles of Incorporation

Sub-section 5.1: Powers of the Shareholders’ Meeting The powers of the Shareholders’ Meeting are expanded by the Ordinance. It now also elects the members of the Remuneration Committee and the independent proxy. In addition, it will for the first time approve the remuneration of the Board of Directors and Executive Board for financial year 2016 at the 2015 Shareholders’ Meeting. The details of the authorisation are specified in sub-sections 5.7.7 and 5.7.8 of the Articles of Incorporation. The representatives of the Confederation will as before be appointed by the Federal Council. 7

For the first time Swisscom will have an obligation under the Swiss Code of Obligations to draw up a Management Report for the 2015 financial year. Approval of the Management Commentary is an inalienable power of the Shareholders’ Meeting. Current wording

Proposed wording (Changes are italicised and highlighted in light blu)

5.1 Powers of the Shareholders’ Meeting The Shareholders’ Meeting is the supreme body of the Corporation. It has the following powers:

a. Establishment and alteration of the Articles of Incorporation;

b. Election and dismissal of the members of the Board of Directors and the statutory auditors;

b. Election and dismissal of the Chairman and members of the Board of Directors and the statutory auditors;

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c. Election and dismissal of the members of the Remuneration Committee;

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d. Election and dismissal of the independent proxy;

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e. Election and dismissal of the statutory auditor;

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f. Approval of the remuneration of the Board of the Directors and the Executive Board according to these Articles of Incorporation;

c. Approval of the Annual Report and g. Approval of the Management Report the consolidated financial statements; Annual Report and the consolidated financial statements; d. Approval of the annual financial statements as well as resolutions on the allocation of the balance sheet profits, in particular the determination of dividends;

h. Approval of the annual financial statements as well as resolutions on the allocation of the balance sheet profits, in particular the determination of dividends;

Current wording

Proposed wording

e. Release of the members of the Board of Directors and the Executive Board;

i. release of the members of the Board of Directors and the Executive Board and

f. Resolutions on those matters which are the prerogative of the Shareholders’ Meeting by virtue of the law and the Articles of Incorporation.

j. resolutions on those matters which are the prerogative of the Shareholders’ Meeting by virtue of the law and the Articles of Incorporation.

Sub-section 5.5: Presentation of the Annual Report and Remuneration Report as well as the Auditors’ Reports The ordinance obliges listed companies for the first time to draw up a Remuneration Report according to the principles of proper accounting for the 2014 financial year. The report will be examined by the statutory auditor and must be presented like the Annual Report and the auditors’ report on the Remuneration Report and the Annual Accounts 20 days before the Shareholders’ Meeting at the headquarters of the corporation. Current wording

Proposed wording

5.5 Presentation of the Annual Report and the Auditors’ Report The Annual report and the report of the auditors must be presented at the headquarters of the Corporation to the shareholders for inspection at least 20 days before the ordinary Shareholders’ Meeting. Reference must be made in the invitation for the Shareholders’ Meeting to this presentation as well as to the right of the shareholders to request to be delivered these documents.

5.5 Presentation of the Annual Report and auditor’s report the Remuneration Report as well as the Auditors’ Reports The Annual Report, the Remuneration Report and the report of the auditors the Auditors’ Reports must be presented at the headquarters of the Corporation to the shareholders for inspection at least 20 days before the Shareholders’ Meeting. Reference must be made in the invitation for the Shareholders’ Meeting to this presentation as well as to the right of the shareholders to request to be delivered these documents.

Sub-sections 5.7.2 to 5.7.4: The independent proxy

The independent proxy will now be elected by the Shareholders’ Meeting for the duration up to the conclusion of the next Shareholders’ Meeting. If its loses its independence during the one-year term of office or can no longer exercise its office for other reasons, the Board of Directors based on the Articles of Incorporation will exceptionally determine an independent proxy for the next Shareholders’ Meeting.

The independent proxy casts the votes according to the instructions of the principal. If he does not receive any instructions, he abstains from voting according to the ordinance. The Shareholders’ Meeting passes its resolutions with an absolute majority of the votes cast. Abstentions are currently counted as votes cast when determining the voting results and increase the absolute majority. As a result, they effectively act as no-votes. In order to represent the will of the shareholders without distortion, the amended Articles of Incorporation explicitly state that in the future abstentions will no longer be treated as votes cast.

According to the ordinance, the shareholders must be enabled at the latest from the 2015 Shareholders’ Meeting on to provide the independent proxy with electronic proxies and instructions as well. Proxies to other shareholders continue to be valid only with written proxy.

Current wording

Proposed wording

5.7.2 Every shareholder may be represented at the Shareholders’ Meetings by another shareholder with voting rights who has to present a written proxy.

5.7.2 Every shareholder may be represented at the Shareholders’ Meeting by another shareholder with voting rights who has to present a written proxy; or he can be represented by the independent proxy.

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5.7.3 The Shareholders’ Meeting elects the independent proxy. His term of office ends with the conclusion of the next Shareholders’ Meeting. Re-election is possible. If the company has no independent proxy, the Board of Directors nominates him for the next Shareholders’ Meeting.

5.7.3 The Shareholders’ Meeting passes resolutions and conducts its elections with an absolute majority of the votes validly cast, provided the law or the

5.7.4 The Shareholders’ Meeting passes resolutions and conducts its elections with an absolute majority of the votes validly cast, provided the law or the Arti-

Articles of Incorporation do not contain other provisions.

cles of Incorporation do not contain other provisions. Abstentions are not treated as votes cast.

Sub-section 6.1: Composition, election, term of office and constitution of the Board of Directors The individual election of members of the Board of Directors and Chairman already practised by Swisscom and now their one-year term of office are recorded in the Articles of Incorporation. In the event of any vacancy in the chairmanship, the Board of Directors can refill the office until the next (annual or extraordinary) Shareholders’ Meeting. The maximum term of office is endowed with a small degree of flexibility to take a particular situation of the Corporation as regards succession planning into account. It now normally amounts to twelve years. The age limit of 70 years remains unchanged. The members of the Remuneration Committee are now elected by the Shareholders’ Meeting. The self-constitution right of the Board of Directors has been limited accordingly. Current wording

Proposed wording

6.1 Composition, Election and Constitution

6.1 Composition, Election, Term of Office and Constitution

6.1.2 The term of office of members of the Board of Directors is generally two years of office. A year of office is taken to be the period of time from one ordinary Shareholders’ Meeting until the closing of the next ordinary Shareholders’ Meeting. Members of the Board of Directors who have reached the age of 70 shall retire from the Board of Directors upon the date of the next ordinary Shareholders’ Meeting. Members may serve a maximum of twelve years of office on the Board of Directors.

6.1.2 The Shareholders’ Meeting elects the members of the Board of Directors and the Chairman of the Board of Directors individually. Their term of office ends with the conclusion of the next Shareholders’ Meeting. Re-election is possible. The members of the Board of Directors normally retire after a total of twelve years in office. The office can be held at most until turning 70. If the office of the Chairman is vacant, the Board of Directors nominates a chairman from among its members until the conclusion of the next Shareholders’ Meeting.

6.1.5 The Shareholders’ Meeting appoints the Chairman of the Board of Directors. All

6.1.5 The Board of Directors constitutes itself. Election of the Chairman of the Board of

Current wording

Proposed wording

further organizational matters within the Board of Directors shall be decided by the Board of Directors.

Directors and members of the Remuneration Committee is the prerogative of the Shareholders’ Meeting.

Sub-section 6.2.3: Drawing up the Remuneration Report, professional qualifications of the statutory auditors Drawing up the Remuneration Report is now one of the non-delegable and irrevocable tasks of the Board of Directors. The audit is conducted by a state-supervised auditing company (section 9 Articles of Incorporation). Licensing of this auditing company is now regulated in the Auditor Oversight Act and is regularly examined by the supervisory authorities. Consequently, examination of the professional qualifications is no longer the task of the Board of Directors. Current wording

Proposed wording

6.2.3 The Board of Directors has the following non-delegable and irrevocable duties:

f. Preparation of the business report, as well as the Shareholders’ Meeting and implementation of the latter’s resolution;

f. Preparation of the business report and remuneration report, as well as the Shareholders’Meeting and implementation of the latter’s resolution;

j. Examination of the professional qualifications of the statutory Auditors.

Rescinded

Sub-section 11: Cancellation of the contribution in kind The provision on the contribution in kind can by law be rescinded ten years after adoption in the Articles of Incorporation. Current wording

Proposed wording

11. Contribution in kind Pursuant to art. 23 TUG, the Corporation assumes and will continue assets in the amount of CHF 15,529,896,471 and liabilities in the amount of CHF 13,380,221,089 of the telecommunications department of the PTT Services in accordance with the decision by the Federal Council of 13 May 1998 (art. 21 TUG) at a price of CHF 2,149,675,382 as set forth in the opening balance sheet as per 1.1.1998, for which 33,000,000 registered shares have been issued.

Rescinded

4.2 Provisions of the Articles of Incorporation on remuneration and approval procedures

Proposal The Board of Directors proposes that sub-sections 5.7.7, 5.7.8, 6.4, 7.1 (title), 7.2, 8 (title) and 8.1 of the Articles of Incorporation be amended or supplemented according to the following wording; these amendments to the Articles of Incorporation are to enter into force only upon their entry in the commercial register.

Explanatory notes and wording of the requested modifications to the Articles of Incorporation Sub-sections 5.7.7 and 5.7.8: Modalities of resolutions on remuneration of Board of Directors and Executive Board

According to the ordinance, the shareholders decide on the remuneration of the Board of Directors and Executive Board. At Swisscom the Executive Board function 13

is performed by the Group Executive Board according to section 7 of the Articles of Incorporation.

To permit the shareholders to cooperate as comprehensively and constructively as possible on remuneration, the Articles of Incorporation now provide for one vote each on the maximum total amounts for the remuneration of the Board of Directors and Executive Board for the following financial year. Provision is made in this respect for showing the Shareholders’ Meeting the proportion of the fixed and variable remuneration in the maximum total amount. In the consultative vote on the Remuneration Report the shareholders can also continue to express themselves regarding the remuneration system and remuneration paid in the past financial year. The Board of Directors may propose remuneration to the Shareholders’ Meeting for other time periods for authorisation in justified exceptional cases (e.g. considerable changes in the Executive Board). On the occasion of the Shareholders’ Meeting in 2015, voting will occur for the first time on the remuneration of the Board of Directors and Executive Board for the financial year 2016.

The ordinance permits introducing regulations in the event that a proposal of the Board of Directors regarding remuneration is rejected. The Articles of Incorporation provide in such cases for the Board of Directors determining the remuneration so that the managers affected can continue to carry out their tasks. In fulfilment of its duty of care in this respect the Board of Directors takes into consideration especially the specific circumstances of the negative decision of the Shareholders’ Meeting, including the amount of the remuneration last approved and, if known, the reasons for the rejection of the proposals. The Board of Directors will submit the remuneration determined by it to the next Shareholders’ Meeting for approval.

Current wording

Proposed wording

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5.7.7 The Shareholders’ Meeting approves the requests of the Board of Directors regarding the maximum total amounts: a. for the remuneration of the Board of Directors for the following financial year and b. for the remuneration of the Executive Board for the following financial year. The Board of Directors can in justified exceptional cases submit requests to the Shareholders’ Meeting regarding the maximum total amounts and/or individual remuneration elements for other time periods.

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5.7.8 If the Shareholders’ Meeting rejects a request of the Board of Directors regarding the remuneration of the Board of Directors or the Executive Board, the Board of Directors will set the corresponding maximum total amount, taking all relevant factors into account, and will submit these remunerations to the Shareholders’ Meeting for approval. Within the framework of a maximum total amount determined in this manner the Corporation or companies controlled by it can pay remuneration subject to approval by the Shareholders’ Meeting.

Sub-section 6.4: Remuneration of the Board of Directors The members of the Board of Directors are entitled to remuneration that is adequate in view of their function and responsibility. The maximum total amount for the remuneration for the following financial year will now be authorised by the Shareholders’ Meeting according to section 5.7.7 of the Articles of Incorporation. The remuneration which the Board of Directors determines for itself and the remuneration to the members of the Board of Directors for any other work in the Group or on the instructions of the Corporation (e.g. in the Board of Directors by minority holdings) must be within the framework of the total amounts authorised by the Shareholders’ Meeting.

Current wording

Proposed wording

6.4 Remuneration The members of the Board of Directors are entitled to reimbursement of all expenses incurred in the interests of the Corporation, as well as a remuneration for their services that is adequate in view of their function and responsibility. The amount of the remuneration due shall be fixed by the Board of Directors.

6.4 Remuneration The members of the Board of Directors are entitled to remuneration for their services that is adequate in view of their function and responsibility. The amount of the remuneration due shall be fixed by the Board of Directors within the framework approved by the Shareholders’ Meeting. The Corporation can also pay remuneration in this framework for work in companies that it controls directly or indirectly and for work ordered by the Corporation. The remuneration can be paid by the Corporation or companies controlled by it.

Sub-section 7.1 (title) and 7.2: Remuneration of the Executive Board

If after the vote on the remuneration of the Executive Board in the Shareholders’ Meeting managers are designated as members or chairman of Executive Board, an additional amount will be available to the Board of Directors directly based on the Articles of Incorporation if the maximum total amount approved by the Shareholders’ Meeting is insufficient for the remuneration of the newly designated members of the Executive Board. The basic aim of the ordinance of such an additional amount is to settle contractual employment obligations that the Corporation has to meet vis-à-vis the newly designated member of the Corporation. The additional amount is to be oriented on a comparable scale to the remuneration of the departing member of the Executive Board. Such an additional amount can – always provided the approved maximum total amount is insufficient – also be used to compensate the newly acceding member of the Executive Board for valid claims vis-à-vis the previous employer or client (including entitlements), which lapse on account of the change to the Executive Board of Swisscom.

Consequently, the Articles of Incorporation include an overall maximum additional amount per every newly designated member (chairman of the Executive Board or other members) and for new designations in total. This effects a twofold quantitative restriction (individual additional amount and total of possible additional amounts). The additional amounts in per cent are in proportion to the maximum total amount for the remuneration of the Executive Board approved by the Shareholders’ Meeting. The Board of Directors will provide transparency for any use of the additional amount annually in the context of the Remuneration Report and on the occasion of the next Shareholders’ Meeting.

The members of the Executive Board are entitled to remuneration that is adequate in view of their function and responsibility. The maximum total amount for the remuneration for the following financial year will now be approved by the Shareholders’ Meeting according to section 5.7.7 of the Articles of Incorporation. The remuneration which the Board of Directors determines for members of the Executive Board for any other work in the Group or on the instructions of the Corporation (e.g. in the Board of Directors by minority holdings) must be within the framework of the total amounts authorised by the Shareholders’ Meeting .

Current wording

Proposed wording

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7.1 Transfer of business management, election and composition

According to art. 10 (1) TUG, the Executive Board, whose members are elected by the Board of Directors, is in charge of the executive management of the business of the Corporation.

The Executive Board shall consist of one or several members who may not simultaneously be members of the Board of Directors. Exceptions are permitted for a limited period of time in extraordinary circumstances.

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7.2 Remuneration

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7.2.1 The members of the Executive Board are entitled to remuneration that is adequate in view of their function and responsibility. The Corporation can pay remuneration for work in companies that it controls directly or indirectly and for work on instructions by the Corporation. The remuneration can be paid by the Corporation or companies controlled by it.

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7.2.2 The Corporation or companies controlled by it are authorised to pay an additional amount to each member of the Executive Board newly designated during (a) period(s) for which the Shareholders’ Meeting has already approved the remuneration of the Executive Board, if the already approved total amount is insufficient for his remuneration. The additional amount serves to settle contractual employment obligations of the newly designated member of the Executive Board on a comparable scale to the remuneration of the departing member of the Executive

Current wording

Proposed wording Board and to compensate valid claims of the newly designated member of the Executive Board vis-Ă -vis his employer or client (including entitlements). The additional amount in this context may not exceed per remuneration period 30% of the last approved total amount of the maximum remuneration of the Executive Board for the chairman of the Executive Board and 20% for the other functions in the Executive Board. The additional amounts may not exceed per remuneration period overall half of the last approved total amount of the maximum remuneration of the Executive Board.

Sub-sections 8 (title) and 8.1: Success and participation plans The new section 8.1 of the Articles of Incorporation regulates the principles of the current success-related remuneration and participation plans. The Articles of Incorporation provision creates a clear framework for the Corporation, but also leaves it with a certain amount of flexibility for adjustments needed in future.

The remuneration of the members of the Board of Directors consists namely of a Board of Directors fee related to function and meeting attendance fees. Normally, one-third of the function-related fee is paid in shares restricted for three years in order to guarantee an indirect participation in long-term value development.

The remuneration of the members of the Executive Board in particular includes a fixed base salary and a variable performance-based component. The variable component is measured by the achievement of annually redefined performance targets and is intended to create an incentive to improve the company results and in this way to continually enhance the corporate value. The variable component that is paid out upon the achievement of targets depends on the function of the particular Executive Board member and amounts to up to 70% of the annual base salary. In the event of the targets being exceeded the variable component amounts to 100% of the annual base salary as a maximum. The fixed and/or variable remuneration are paid in part in shares, comparable instruments and/or units specified by the Corporation. One portion of the variable component is normally paid to at least 25% in shares restricted for three years.

Both members of the Board of Directors as well as members of the Executive Board are obliged to keep minimum shareholdings .

The details of the 2013 variable component and the current participation plan Management Incentive Plan are disclosed in the Remuneration Report (page 137ff. of the Annual Report) and in the annex to the 2013 consolidated financial statement (page 180 –181 of the Annual Report). The 2013 variable component listed in the Remuneration Report for members of the Group Executive Board was calculated on the basis of the previous regulations, i.e. a maximum of 130% of the target variable component, and will be paid out at the end of April 2014.

The Restricted Share Plan was approved in February 2014 by the Board of Directors and therefore is not reproduced in the 2013 Annual Report. The Board of Directors has the option with the Restricted Share Plan within the remuneration framework determined by the Shareholders’ Meeting of paying individual Executive Board members a portion of their remuneration in the form of restricted share units in order to support the recruitment and retention of key personnel in a customised manner. Current wording

Proposed wording

(The current sub-section 8 shall be sub-section 9 of the amended Articles of Incorporation).

8 Joint Provisions for Members of the Board of Directors and Executive Board

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8.1 Success and Participation Plans 8.1.1 The remuneration of the members of the Board of Directors consists namely of a Board of Directors fee related to function and meeting attendance fees. The remuneration of members of the Board of Directors takes the responsibility and function of the members of the Board of Directors into account. The level of the remuneration elements is determined by the Board of Directors within the framework of the total amount of remuneration of the Board of Directors approved by the Shareholders’ Meeting. A portion of their fee is paid to members of the Board of Directors in restricted shares of the Corporation in order to guarantee a direct involvement in the long-term value development. To further

Current wording

Proposed wording reinforce the alignment with the share-holdersâ&#x20AC;&#x2122; interests the Board of Directors can decide on guidelines for setting up and holding a minimum portfolio of shares of the Corporation for the members of the Board of Directors.

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8.1.2 The remuneration of the members of the Executive Board consists of fixed remuneration elements and a variable performance-related component. The variable component is intended to create an incentive to improve the company results and in this way to continually enhance the corporate value. It is measured by the achievement of performance targets determined by the Board of Directors at the beginning of the corresponding performance period. The performance targets can include personal targets, corporate and unit-specific targets of financial and non-financial nature, taking the function of the Executive Board member into account. The variable component provided for in the event of achieving the targets (target variable component) can amount to up to 70% of the annual base salary for the individual Executive Board member. In the event of the targets being exceeded, the variable component can amount to a maximum of 100% of the annual base salary. The level of the variable component is determined by the Board of Directors on the basis of the target achievement within the framework of the total amount of remuneration of the Executive Board approved by the Shareholdersâ&#x20AC;&#x2122; Meeting. The fixed remuneration and/or variable remuneration are paid in part in shares, comparable instruments and/or units determined by the Corporation in order to

Current wording

Proposed wording guarantee direct participation in the long-term value development. To reinforce the alignment with shareholders’ interests further the Board of Directors can decide on minimum shareholding guidelines for the members of the Executive Board.

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8.1.3 The variable component for the members of the Executive Board is normally paid under the Management Incentive Plan to at least 25% in restricted shares of the Corporation. The members of the Executive Board have the option of increasing the share proportion on a voluntary basis. The function-dependent annual fee is normally paid to a third in restricted shares of the Corporation for members of the Board of Directors under the Management Incentive Plan. The allocation of the shares under the Management Incentive Plan occurs on the basis of the tax value. The restriction period is normally three years. The Restricted Share Plan issued by the Board of Directors serves to support recruitment and retention of key personnel. Under the Restricted Share Plan the Board of Directors can also pay a portion of the remuneration for individual Executive Board members in the form of units (“Restricted Share Units”). After a vesting period of normally three years and on the condition of an unterminated employment these units entitle the holder to obtain shares in the Corporation free of charge. The calculation value of the units corresponds to the market value of the shares at the time of allocation.

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8.1.4 The Board of Directors in each case specifies the details for shares paid out, comparable instruments and/or units specified by the Corporation such as any expiryconditions, exercise conditions and periods, restriction periods and the time of the allocation and evaluation; it can provide for exercise conditions and periods and restriction periods being shortened or cancelled, remuneration being paid on the assumption of target values being achieved or the expiry of remuneration on account of the occurrence of events determined in advance such as termination of employment or a mandate relationship. In this regard, the Board of Directors takes the long-term interests of the Corporation into account, including its ability to recruit suitable personnel on the labour market and the ability to bind employees to the Corporation.

4.3

Further Articles of Incorporation provisions according to art. 12 OaER

Proposal The Board of Directors proposes supplementing the Articles of Incorporation with sub-sections 6.5, 8.2 and 8.3 according to the following wording; these amendments to the Articles of Incorporation are to enter into force only upon their entry in the commercial register.

The numbering of the individual sub-sections of the Articles of Incorporation must be correspondingly adjusted on account of the amendments of the Articles of Incorporation under item 4.

Explanatory notes and wording of the amendments of the Articles of Incorporation requested Sub-section 6.5: Remuneration Committee

The Remuneration Committee is composed of members of the Board of Directors and is now elected by the Shareholders’ Meeting. If the number of members in the Remuneration Committee falls below the minimum number of three members, the Board of Directors will appoint from its midst the missing member(s) until the conclusion of the next Shareholders’ Meeting.

The ordinance obliges the companies to record the functions and responsibilities of the Remuneration Committee in the Articles of Incorporation. The previous organisation and division of labour between the Board of Directors and Remuneration Committee will be retained. It is taken into account that in accordance with the ordinance the power of approval of the maximum total amounts for the remuneration of the Board of Directors and the Executive Board passes from the Board of Directors to the Shareholders’ Meeting.

The Remuneration Committee supports the Board of Directors in configuring and implementing the principles and rules for the remuneration of the Board of Directors and Executive Board. It prepares all business items in this area. The Board of Directors decides within the framework of the maximum total amounts authorised by the Shareholders’ Meeting on the determination of the remuneration of the Board of Directors and the Executive Board overall and also determines the level of the remuneration of the chairman of the Executive Board (CEO). The Remuneration Committee specifies the individual remuneration of the remaining members of the Executive Board. The Board of Directors can assign additional tasks to the Remuneration Committee.

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6.5 Remuneration Committee

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6.5.1 The Remuneration Committee consists of three to six members of the Board of Directors. The Shareholders’ Meeting elects the members individually. Their term of office ends with the conclusion of the next Shareholders’ Meeting. Re-election is possible. If the number of members in the Remuneration Committee falls below the minimum number of three members, the Board of Directors will appoint from its midst the missing member(s) until the conclusion of the next Shareholders’ Meeting.

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6.5.2 The Board of Directors designates a chairman. Otherwise the Remuneration Committee constitutes itself.

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6.5.3 The Remuneration Committee supports the Board of Directors in configuring and implementing the principles and rules for the remuneration of the Board of Directors and Executive Board. It submits corresponding proposals to the Board of Directors, especially regarding proposals of the Board of Directors for the attention of the Shareholders’ Meeting regarding the remuneration of the Board of Directors and the Executive Board and the proposals of the Board of Directors on the remuneration of the Board of Directors and the chairman of the Executive Board. The Remuneration Committee decides within the framework of the total remuneration approved by the Shareholders’ Meeting on the remuneration of the remaining members of the Executive Board. Moreover, it monitors the execution of the decisions of the Board of Directors and the Shareholders’ Meeting regarding the remuneration of the Board of Directors and Executive Board.

Current wording

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6.5.4 The Board of Directors can assign additional tasks to the Remuneration Committee.

Sub-section 8.2: Contracts with members of the Board of Directors and Executive Board

According to the ordinance, the maximum duration or termination notices of the contracts with members of the Executive Board and if applicable of the Board of Directors must be stated in the Articles of Incorporation. The duration and termination notices may be one year at most. Current wording

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8.2 Contracts

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8.2.1 The Corporation or companies controlled by it can conclude fixed-term or indefinite contracts with members of the Board of Directors, on which the remuneration is based. The duration and termination depend on the term of office and the laws.

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8.2.2 The Corporation or companies controlled by it can conclude employment contracts with members of the Board of Directors for an indefinite period with a period of notice of a maximum of twelve months.

Sub-section 8.3: External mandates

According to the ordinance, the Articles of Incorporation must include binding rules for the acceptance of third-party mandates by members of the Board of Directors and the Executive Board. The limits to the various categories defined in the Articles of Incorporation take into account on the one hand the mutual need for careful exercise of the particular mandates and on the other the need of Swisscom to be able to recruit suitable and experienced candidates. The careful handling of management respon-

sibility is secured by the continuation of the previous strict authorisation procedure for members of the Executive Board (the acceptance of third-party mandates is only possible in justified exceptional cases and after authorisation by the Board of Directors) and the introduction of a consultation obligation for the members of the Board of Directors before acceptance of any further mandate.

If a member of the Board of Directors or a member of the Executive Board holds several mandates in unlisted companies that belong to the same group of companies, the main mandate is counted as one mandate. Since the exercise of additional mandates within the same group is normally less time-consuming, they are only counted to onefifth.

None of the persons proposed for re-election or election to the Board of Directors under agenda item 5 achieves or exceeds the proposed limits of external mandates. Current wording

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8.3 External mandates

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8.3.1 No member of the Board of Directors can hold more than three additional mandates in listed companies and ten additional mandates in unlisted companies. No member of the Board of Directors can hold more than a total of ten additional mandates. If mandates are exercised in companies that are linked by a control relationship, the main mandate is fully counted; each additional mandate is counted to one-fifth.

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8.3.2 No member of the Executive Board can hold more than one additional mandate in listed companies and two additional mandates in unlisted companies. No member of the Executive Board can hold more than a total of two additional mandates. If mandates are exercised in companies that are linked by a control relationship, the main mandate is fully counted; each additional mandate is counted to one-fifth.

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8.3.3 The following mandates are not covered by these restrictions: a. Mandates in companies controlled by the Corporation or which control the Corporation; b. mandates that a member of the Board of Directors or of the Executive Board holds on the orders of the Corporation or companies controlled by it. No member of the Board of Directors or the Executive Board can hold more than ten such mandates and c. mandates in interest groupings, charitable associations, institutions and foundations and employee benefit foundations. No member of the Board of Directors or the Executive Board can hold more than seven such mandates.

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8.3.4 The obligation to observe the appropriate due care in accordance with the relevant legal provisions remains applicable in each case. The Board of Directors will issue additional guidelines, especially on a consultation obligation of the members of the Board of Directors and the approval procedure for members of the Executive Board.

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8.3.5 Mandates in the supreme management or administrative body of a legal unit that is obliged to be entered in the commercial register or a corresponding foreign register are regarded as mandates.

Elections to the Board of Directors

The ordinance requires the annual re-election of all members of the Board of Directors from 1 January 2014. Consequently at this year’s Shareholders’ Meeting all members will be proposed for re-election and hence also those whose term of office would have continued until the 2015 Shareholders’ Meeting. The election will occur individually and new for a term of office until the conclusion of the next Shareholders’ Meeting. The chairman is as before elected by the Shareholders’ Meeting.

Richard Roy will leave the Board of Directors at the 2014 Shareholders’ Meeting. Frank Esser will be proposed to the Shareholders’ Meeting as replacement.

The representative of the Confederation, Hans Werder, will not be elected by the Shareholders’ Meeting, but instead delegated by the Federal Council. His term of office will expire at the 2015 Shareholders’ Meeting.

For more detailed information on the candidates, reference is made to the 2013 Annual Report, Corporate Governance chapter, section 3.

5.1

Re-election of Barbara Frei

Proposal The Board of Directors proposes that Barbara Frei be re-elected as member of the Board of Directors for the duration until the conclusion of the next Shareholders’ Meeting.

Explanatory notes Barbara Frei (1970), Dr. sc. techn., has been a member of the Board of Directors since 2012 and was a member of the Finance Committee until the end of 2013. Since then Barbara Frei has been a member of the Remuneration Committee. In preparation for this function she took part in the meetings of the Remuneration Committee as a guest without voting rights last year. Barbara Frei has worked in various managerial positions of the ABB Group since 1998; currently as Global Business Unit Manager Drives and Control. As part of her function at ABB she currently holds a Board of Directors mandate.

Barbara Frei will be proposed to the Shareholders’ Meeting for election to the Remuneration Committee under agenda item 6.1. 29

5.2

Re-election of Hugo Gerber

Proposal The Board of Directors proposes that Hugo Gerber be re-elected as member of the Board of Directors for the duration until the conclusion of the next Shareholders’ Meeting.

Explanatory notes Hugo Gerber (1955), certified postal administrative assistant, has been on the Board of Directors as a staff representative and served as a member of the Audit Committee since 2006. He has held several managerial functions in trade unions, most recently as chairman of the Transfair trade union. Hugo Gerber has been an independent consultant since 2009 and has three other mandates.

5.3

Re-election of Michel Gobet

Proposal The Board of Directors proposes that Michel Gobet be re-elected as member of the Board of Directors for the duration until the conclusion of the next Shareholders’ Meeting.

Explanatory notes Michel Gobet (1954), graduate in history, has been a staff representative on the Board of Directors since 2003 and a member of the Finance Committee since 2011. He has worked in managerial functions in trade unions for several years, since 1999 as the central secretary of the syndicom trade union. He has four other mandates.

5.4

Re-election of Torsten G. Kreindl

Proposal The Board of Directors proposes that Torsten G. Kreindl be re-elected as member of the Board of Directors for the duration until the conclusion of the next Shareholders’ Meeting.

Explanatory notes Torsten G. Kreindl (1963), Dr. techn., was elected to the Board of Directors in 2003. He chairs the Finance Committee and is a member of the Remuneration Committee. Torsten G. Kreindl has been a partner of the venture capital company Grazia Equity

GmbH, Stuttgart, since 2005 and has four other mandates (one of them in a listed company).

Torsten G. Kreindl will be proposed to the Shareholders’ Meeting for election to the Remuneration Committee under agenda item 6.2.

5.5

Re-election of Catherine Mühlemann

Proposal The Board of Directors proposes that Catherine Mühlemann be re-elected as member of the Board of Directors for the duration until the conclusion of the next Shareholders’ Meeting.

Explanatory notes Catherine Mühlemann (1966), lic. phil. I and Swiss graduate PR consultant, has been a member of the Board of Directors and of the Finance Committee since 2006. She worked in managerial positions in various companies from 1994 to 2012 in the media sector and today holds two more mandates.

5.6

Re-election of Theophil Schlatter

Proposal The Board of Directors proposes that Theophil Schlatter be re-elected as member of the Board of Directors for the duration until the conclusion of the next Shareholders’ Meeting.

Explanatory notes Theophil Schlatter (1951), lic. oec. HSG, qualified Public Accountant, was elected to the Board of Directors in 2011. He chairs the Audit Committee. Theophil Schlatter worked in in the financial sector of various companies, most recently until 2011 as Chief Financial Officer and member of the Board of Directors of Holcim Ltd. He has two other Board of Directors mandates.

Theophil Schlatter will be proposed to the Shareholders’ Meeting for election to the Remuneration Committee under agenda item 6.4.

5.7

Election of Frank Esser

Proposal The Board of Directors proposes that Frank Esser be elected as member of the Board of Directors for the duration until the conclusion of the next Shareholders’ Meeting.

Explanatory notes Frank Esser was born in 1958 and is a German citizen. After completing vocational training in the form of a business diploma, he did a doctorate in economics at the University of Cologne.

Frank Esser is a telecommunications expert who is recognised throughout Europe. He was one of the driving forces in building up mobile telephony for Mannesmann in Germany. Between 1988 and 2000 he held various positions at Mannesmann Eurokom, since 1996 as a member of the Mannesmann executive management team. Following the takeover of Mannesmann by Vodafone in 2000, Frank Esser moved to mobile telephony provider SFR, where he initially held the position of Chief Operating Officer (COO) for two years. In his role as chairman and CEO of SFR from 2002, he built up SFR to become the second-largest mobile telephony provider in France. In 2005 these successes led to him being named as a member of the Executive Board of the French Vivendi Group, where he was responsible for the innovation strategy of the Group as a whole. In 2012 Frank Esser left SFR and the Vivendi Group.

Today he is a member of the administrative board of AVG Technologies N.V., Amsterdam, and a member of the supervisory board of Rentabiliweb Group S.A.S., Brussels.

5.8

Re-election of Hansueli Loosli

Proposal The Board of Directors proposes that Hansueli Loosli be re-elected as member of the Board of Directors for the duration until the conclusion of the next Shareholders’ Meeting.

Explanatory notes Hansueli Loosli (1955), Swiss graduate expert for accounting and controlling, has been a member of the Board of Directors since 2009 and was elected as chairman of the Shareholders’ Meeting as of 1 September 2011. He chairs the ad hoc formed Nomination Committee and is a member of the Audit, Finance and Remuneration committees. He has an advisory function without voting rights in the Remuneration Committee. Up to the end of August 2011, Hansueli Loosli

was chairman of the Executive Board of the Coop Association, Basel, and then assumed the chair of the Board of Directors of the current Coop Group Association. Today he chairs other companies of the Coop Group (of which one is a listed company) and is a member of the Advisory Board of the Deichmann SE, Essen.

Moreover, Hansueli Loosli will be proposed to the Shareholders’ Meeting under agenda item 5.9 for election as chairman and under 6.3 as member of the Remuneration Committee without voting rights.

5.9

Re-election of Hansueli Loosli as Chairman

Proposal The Board of Directors proposes that Hansueli Loosli be re-elected as chairman of the Board of Directors for the duration until the conclusion of the next Shareholders’ Meeting.

Elections to the Remuneration Committee

The ordinance requires the annual election of all members of the Remuneration Committee by the Shareholders’ Meeting from 1 January 2014.

6.1

Election of Barbara Frei

Proposal The Board of Directors proposes that Barbara Frei be elected to the Remuneration Committee for the duration until the conclusion of the next Shareholders’ Meeting. 6.2

Election of Torsten G. Kreindl

Proposal The Board of Directors proposes that Torsten G. Kreindl be elected to the Remuneration Committee for the duration until the conclusion of the next Shareholders’ Meeting.

6.3

Election of Hansueli Loosli

Proposal The Board of Directors proposes that Hansueli Loosli be elected to the Remuneration Committee as member without voting rights for the duration until the conclusion of the next Shareholders’ Meeting. 6.4

Election of Theophil Schlatter

Proposal The Board of Directors proposes that Theophil Schlatter be elected to the Remuneration Committee for the duration until the conclusion of the next Shareholders’ Meeting. 6.5

Election of Hans Werder

Proposal The Board of Directors proposes that Hans Werder be elected to the Remuneration Committee for the duration until the conclusion of the next Shareholders’ Meeting.

Explanatory notes Hans Werder (1946), Dr. rer. soc. and lic. iur., has been on the Board of Directors as the representative of the main shareholder, the Swiss Confederation, since 2011. He was a member of the Finance Committee until the end of 2013. Since 1 January 2014, he has had a seat on the Audit Committee. In addition, he is a member of the Remuneration Committee. Hans Werder worked in the cantonal and Swiss administration for several years, most recently until the end of 2010 as secretary general of the Federal Department of Environment, Transport, Energy and Communications (UVEK). He has one other mandate.

Election of the independent proxy

Proposal The Board of Directors proposes that the law firm Reber Rechtsanwälte, Zurich, be elected as independent proxy for the duration until the conclusion of the next Shareholders’ Meeting. 34

Explanatory notes The Board of Directors hereby proposes to the Shareholders’ Meeting the election of the law firm Reber Rechtsanwälte, Zurich. The previous independent proxy, Dr Markus Uhl, is an associate of this law firm and familiar with the function of the independent proxy and procedures. Reber Rechtsanwälte and the persons involved meet the statutory requirements for independence. Swisscom maintains the normal customer relationships for telecommunications services with Reber Rechtsanwälte and the persons involved. These are transacted on the same conditions as with third parties. There are no contractual or other relationships that could impair the independence.

Re-election of the statutory auditors

Proposal The Board of Directors proposes that KPMG Ltd, of Muri near Berne, be re-elected as statutory auditors for financial year 2014.

Explanatory notes KPMG is a state-supervised audit company registered with the Federal Audit Supervisory Authority and has confirmed to Swisscom that it fulfils the legal requirements concerning independence. KPMG has been acting as Swisscom’s auditor since 1 January 2004.

Further details about the statutory auditor, in particular the lead auditor and the audit fees, are provided in the 2013 Annual Report in the chapter on Corporate Governance, section 8.

Organisational issues > Annual Report

The 2013 Annual Report is available for inspection at the company headquarters of Swisscom Ltd (Alte Tiefenaustrasse 3048, CH-3048 Worblaufen). It can also be viewed on the Internet at www.swisscom.ch/financialreports or be requested using the enclosed registration form (please tick the appropriate box).

> Voting entitlement

Shareholders whose shares have been entered in the Share Register with voting rights by 4 p.m. on 2 April 2014 are entitled to vote at the Shareholders’ Meeting.

> Admission card and voting documents

Admission cards and voting documents can be ordered upon registration. They will be dispatched between 10 March and 2 April 2014. If you do not receive the documents in due time, you can collect them in person from the information desk (GV desk) before the start of the Shareholders’ Meeting, upon presentation of proof of identity.

> Representation

Shareholders who do not take part in person can have themselves represented as follows. a) By another shareholder who is entitled to vote. The proxy can be issued on the enclosed registration form. b) By the independent proxy Reber Rechtsanwälte, PO Box, CH-8034 Zurich. The instructions can be issued in writing with the enclosed registration form. After opening a shareholder account, instructions can also be issued electronically to the independent proxy via the shareholder platform Sherpany. If a shareholder provides the independent proxy with instructions electronically and also in writing, solely the electronically instructions shall be respected. The instructions can be amended at any time until 3 April 2014, 11.59 p.m. According to art. 11 OaER, executive body and deposit proxies are no longer permissible from 1 January 2014.

> Translation

The Shareholders’ Meeting will be held in German. Simultaneous interpreting will be provided into French and English.

> Minutes

The minutes of the Shareholders’ Meeting can be viewed from 25 April 2014 on the Internet at http://www.swisscom.ch/shareholdersmeeting and at the headquarters of Swisscom Ltd.

> Webcast

The Shareholders’ Meeting will be recorded and published as webcast after the Shareholders’ Meeting at http://www.swisscom.ch/shareholdersmeeting.

> Refreshments

We invite all participants to partake of refreshments following the Shareholders’ Meeting.

> Contact

For information on the Shareholders’ Meeting Phone: 0800 800 512 (free from within Switzerland) E-mail: gvswisscom14@sag.ch www.swisscom.ch/shareholdersmeeting

For address changes Phone: +41 (0)58 399 61 61 E-mail: gvswisscom14@sag.ch

Donate your old mobile for a good cause! The mobile collection initiative Swisscom Mobile Aid swept across Switzerland in 2013, and the proceeds from 44,380 mobile phones went to SOS Children’s Village. You, too, can join in! Bring your old phone (ideally with accessories) to the General Meeting and toss it in a collection box. By the way: Swisscom shops accept used devices throughout the year. With Swisscom, each donated mobile turns into a valuable donation. For more information visit www.swisscom.ch/mobileaid

Enclosures > Pre-paid reply envelopes (Swisscom Ltd/independent proxy) > Registration with proxy and instruction form > Information and registration documents Sherpany

Location map > Arrival by public transport

Within city zone 110 of the ZVV All public transport in zone 110, second class, in Zurich’s ZVV transport network can be used free of charge for the journey to the Hallenstadion and back. If checked by a ticket inspector, show your admission card to the Annual General Meeting. > S-Bahn: S2, S5, S6, S7, S8, S14, S16 (takes approx. 7 minutes) > VBZ: Bus nos. 10/14 to Sternen Oerlikon, bus no. 11 to Messe/Hallenstadion (takes approx. 18 minutes).

From Swiss stations outside the ZVV zone Under a partnership between AG Hallenstadion and SBB RailAway, shareholders are entitled to a 20% round-trip discount from Swiss stations outside the ZVV zone to Zurich HB or Zurich Oerlikon. The transfer from Zurich HB to the Hallenstadion is free with the admission card. You can purchase your discounted rail ticket at the station, at most ticket machines and online in the SBB Ticketshop. If checked by a ticket inspector, show your admission card to the Annual General Meeting. For information and online purchases, go to www.sbb.ch/hallenstadion

ZVV zone ticket Shareholders living inside the ZVV zone also receive a 10% round-trip discount by showing their admission card to the Annual General Meeting (ticket must be purchased at a station ticket counter).

> Arrival by car

From all directions, follow the sign “((Z)) Messe Zürich-Hallenstadion” as far as Hagenholzstrasse, where you will see the entrance to the Messe/Hallenstadion car park. From the car park, there is a footpath leading directly to the Hallenstadion (approx. 500 m). www.parkhaeuser.ch