134rd Annual General Meeting of Shareholders
Wednesday, 5 June 2024, 2.15 p.m. (doors open at 1.45 p.m.), Gemeindesaal Lauterbrunnen
Agenda
1. 2023 Annual Report with Management Report and Financial Statements
Proposal of the Board of Directors: Approval of the annual report 2023 with the management report and financial statements.
2. Use of the balance sheet result
| in CHF | |
| 2,633,169 | Annual profit 2023 |
| 2,837,988 | Carried forward from previous year |
| 5,471,157 | Balance sheet result |
| -1,166,427 | Allocation of RPV division result to reserves (art. 36 of the PBG) |
| -675,591 | Allocation of infrastructure division result to reserves (art. 67 of the EBG) |
| -40,000 | Allocation to general reserves |
| 3,589,139 | Available to the General Meeting |
Proposal of the Board of Directors: Waiver of dividend payment and carrying forward of the remaining balance of CHF 3,589,139 to new account.
3. Revision of the Statutes
Proposal of the Board of Directors: Approval of the completely revised Statutes.
The proposal for the new revised Statutes at the Annual General Meeting and a comparison with the previous Articles of the Statutes can be found in this document (only available in German): Statutenrevision BOB 2024
4. Granting of discharge to members of the Board of Directors and the Executive Board
Proposal of the Board of Directors: Granting of overall discharge to members of the Board of Directors and the Executive Board.
5. Election of auditors
Proposal of the Board of Directors: Election of BDO AG, Bern as auditor for the financial year 2024.
Resolutions of the General Meeting
Resolution on Agenda Item 1
The annual report with management report and annual financial statements for 2022 were approved.
Resolution on Agenda Item 2
Waiver of distribution of a dividend and carrying forward of the balance sheet profit of CHF 2,837,988.
Resolution on Agenda Item 3
Members of the Board of Directors and the Executive Board were granted discharge.
Resolution on Agenda Item 4
The use of CHF 3,780,023 to offset the construction costs of the Park+Ride facility at Matten airport is approved.
Resolution on Agenda Item 5
Election of BDO AG, Bern as auditors for the financial year 2023.
The AGM was attended by 58 shareholders. A total of 117,576 share votes or 97.4% of share capital was represented. On behalf of the Board of Directors, the President thanked them for their interest in Berner Oberland-Bahnen AG.
Resolutions of the AGM of Berner Oberland-Bahnen AG
Resolution on Agenda Item 1
The annual report, management report and financial statements for 2021 were approved.
Resolution on Agenda Item 2
Waiver of the distribution of a dividend and carrying forward of the remaining balance of CHF 1,997,577 to new account.
Resolution on Agenda Item 3
Members of the Board of Directors and the Executive Board were granted discharge in globo.
Resolutions on Agenda Item 4
a) Board of Directors: Individual election of Peter Balmer, Grindelwald, David-André Beeler, Interlaken, Susanna Oertli, Erlenbach (ZH), Andrea Schmid-Hess, Hilterfingen, Martin Schmied, Lauterbrunnen, and Bettina Zinnert, Wengen, for a term of office until the AGM 2025.
b) Auditors: Election of BDO AG, Bern, as auditors for the financial year 2022.
The AGM was attended by 59 shareholders. 118,290 voting shares or 98.0% of the share capital was represented. On behalf of the Board of Directors, the Chairman thanks them for their interest in the Berner Oberland-Bahnen AG.
The General Meeting of Berner Oberland-Bahnen AG was held in accordance with the Covid-19 Ordinance 3, Art. 27, without the physical attendance of its shareholders.
Resolution on Agenda Item 1
The annual report, management report and financial statements for 2020 were approved.
Resolution on Agenda Item 2
Waiver of the distribution of a dividend and carrying forward of the remaining balance of CHF 1'866'317 to new account.
Resolution on Agenda Item 3
Members of the Board of Directors and the Executive Board were granted discharge in globo.
Resolutions on Agenda Item 4
a) Board of Directors
Election of Susanna Oertli for a term of office until the Annual General Meeting 2022.
b) Auditors
Election of BDO AG, Bern, as auditors for the year 2021.
In total 243 shareholders voted. So 85.6% of the voting share capital were represented. On behalf of the Board of Directors, the Chairman thanks for the interest in the Berner Oberland-Bahnen AG.
The General Meeting of Berner Oberland-Bahnen AG was held in accordance with the COVID-19 Ordinance 2, in compliance with the prohibition on gatherings at the company's headquarters in Interlaken. Consequently, it took place with no physical participation by shareholders whatsoever.
Resolutions of the General Meeting:
Agenda Item 1 - Annual report with management report and finanical statement 2019
Approval of the management report with the annual report and financial statements for 2019.
Agenda Item 2 - Use of balance sheet profit
No distribution of dividends and balance sheet profit of CHF 1,889,354 to be carried over to new account.
Agenda Item 3 - Granting of discharge to members of the Executive Board and Management Board
Members of the Board of Directors and the Executive Board were granted discharge.
Agenda Item 4 - Election of Auditors
BDO AG, Bern elected as auditors for the year 2020.
In total 220 shareholders voted. So 81.6% of the voting share capital were represented. On behalf of the Board of Directors, the Vice-Chairman thanks for the interest in the Berner Oberland-Bahnen AG.
Resolution on Agenda Item 1
The management report with the annual report and financial statements for 2016 is approved.
Resolution on Agenda Item 2
The balance available to the AGM of CHF 615,863 will be carried forward to new account.
Resolution on Agenda Item 3
The Executive Board and Management Board shall be granted discharge.
Resolution on Agenda Item 4
The proposal from Rolly Fly SA Holding to make the necessary arrangements for the implementation of the following amendment to the statutes "securing of a seat" is rejected.
Resolution on Agenda Item 5
The proposal from Rolly Fly SA Holding to obtain an annual profit guarantee of one million Swiss francs for participation in the V-Cableway project is rejected.
Resolution on Agenda Item 6
The proposal from Rolly Fly SA Holding for a procedure and timetable as well as a cost/benefit analysis for a migration to automated train operation is rejected.
Resolution on Agenda Item 7
KPMG AG, Gümligen-Bern, is elected as auditor for one year.
The AGM was attended by 73 shareholders. 112,837 voting shares or 91.8% of the share capital was represented. On behalf of the Board of Directors, the Chairman thanks them for their interest in the Berner Oberland-Bahnen AG.
Resolution on Agenda Item 1
Approval of the management report with the annual report and financial statements for 2015.
Resolution on Agenda Item 2
The proposal, according to which Berner Oberland-Bahnen AG is to become the model for interest on the capital of its private shareholders, is rejected.
Resolution on Agenda Item 3
The remaining balance sheet profit of CHF 473,369 available to the AGM is carried forward to new account.
Resolution on Agenda Item 4
Granting of discharge to members of the Executive Board and Management Board.
Resolution on Agenda Item 5
The conversion of the 123,410 bearer shares into registered shares, the amendment of Articles 4, 5, 9 and 11 of the statutes, the updating of articles 16, 18 and 22 of the statutes and the deletion of Article 26 of the statutes shall be approved.
Resolution on Agenda Item 6
The application for obtaining a yield guarantee before construction of the new Rothenegg station (connection to the V-Cableway terminal) is rejected.
Resolution on Agenda Item 7
The application for a procedure and schedule for the conversion to develop fully automatic (driverless) operation of the Bernese Oberland Railway on the routes Interlaken-Lauterbrunnen and Interlaken-Grindelwald is rejected.
Resolution on Agenda Item 8
a) Board of Directors
Election of Peter Balmer, Grindelwald, David-André Beeler, Interlaken, Christine Häsler, Grindelwald, Yvonne Hunkeler, Grosswangen, and Martin Schmied, Lauterbrunnen, for a term of office of three years each.
b) Auditor
Election of KPMG AG as auditor for one year.
The AGM was attended by 101 shareholders (from Agenda Item 2 another shareholder with two votes joins the meeting). 112,655 voting shares or 91.58% of the share capital was represented. On behalf of the Board of Directors, the Chairman thanks them for their interest in the Berner Oberland-Bahnen AG.
Presentation by Günther Galli, VRP
Presentation by Urs Kessler, CEO
Resolution on Agenda Item 1
Approval of the business report with annual report and financial statements for 2014.
Resolution on Agenda Item 2
The remaining balance sheet profit of CHF 485,584 available to the AGM is carried forward to new account.
Resolution on Agenda Item 3
Granting of discharge to members of the Executive Board and Management Board.
Resolution on Agenda Item 4
a) Board of Directors
Election of Yvonne Hunkeler, Grosswangen, and Christine Häsler, Grindelwald, for a term of office of one year each.
b) Auditor
Election of KPMG AG as auditor for one year.
The AGM was attended by 133 shareholders. 112,671 voting shares or 91.53% of the share capital was represented. On behalf of the Board of Directors, the Chairman thanks them for their interest in the Berner Oberland-Bahnen AG.
Presentation by Günther Galli, VRP
Presentation by Urs Kessler, CEO
Resolution on Agenda Item 1
Approval of the business report with annual report and financial statements for 2013.
Resolution on Agenda Item 2
The remaining balance sheet profit of CHF 217,159 available to the AGM is carried forward to new account.
Resolution on Agenda Item 3
Granting of discharge to members of the Executive Board and Management Board.
Resolution on Agenda Item 4
Election of KPMG AG as auditor for one year.
The AGM was attended by 112 shareholders. 96,921 voting shares or 78.69% of the share capital was represented. On behalf of the Board of Directors, the Chairman thanks them for their interest in the Berner Oberland-Bahnen AG.
Presentation by Günther Galli, VRP
Presentation by Urs Kessler, CEO
Resolution on Agenda Item 1
Approval of the business report with annual report and financial statements for 2012.
Resolution on Agenda Item 2
The remaining balance sheet profit of CHF 208,963 available to the AGM is carried forward to new account.
Resolution on Agenda Item 3
Granting of discharge to members of the Executive Board and Management Board.
Resolution on Agenda Item 4a
Election to the Board of Directors of Peter Balmer, Grindelwald, David André Beeler, Interlaken, Paul Blumenthal, Wünnewil, Günther Galli, Unterseen, Dr Madeleine Howald, Interlaken and Martin Schmied, Lauterbrunnen, for a term of three years.
Resolution on Agenda Item 4b
Election of KPMG AG as auditor for one year.
The AGM was attended by 116 shareholders. 112,567 voting shares or 91.22% of the share capital was represented. On behalf of the Board of Directors, the Chairman thanks them for their interest in the Berner Oberland-Bahnen AG.
Yvonne Oesch
Harderstrasse 14
CH-3800 Interlaken