Varia US Properties AG, Zug
Report of the statutory auditor on the proposal of the Board of Directors for the appropriation of available earnings
Extraordinary Dividend 2022
KPMG SA
Geneva, 10 October 2023
KPMG SA
Esplanade de Pont-Rouge 6
PO BoxPO Box 1571
CH-1211 Geneva
+41 58 249 25 15 kpmg.ch
Report of the Statutory Auditors to the Extraordinary General Meeting of Varia US Properties AG, Zug
Opinion
We have audited the proposal of the Board of Directors dated 9 October 2023 for the appropriation of available earnings and the distribution of reserves from capital contributions of Varia US Properties AG (the Company).
In our opinion, the accompanying proposal of the Board of Directors for the appropriation of available earnings and the distribution of reserves from capital contributions comply with Swiss law and the Company's articles of incorpo- ration.
Basis for opinion
We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the "Auditor's responsibilities" section of our re- port. We are independent of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, and we have fulfilled our other ethical responsibilities in accordance with these require- ments.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opin- ion.
Board of Directors' responsibilities
The Board of Directors is responsible for compliance with the legal provisions and the Company's articles of incorporation regarding the appropriation of available earnings and the distribution of reserves from capital contribu- tions.
Auditor's responsibilities
Our objectives are to obtain reasonable assurance about whether the proposal for the appropriation of available earnings and the distribution of reserves from capital contributions comply with the provisions of Swiss law and Company's articles of incorporation and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the proposal.
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Varia US Properties AG, Zug
Report of the statutory auditor on the proposal of the Board of Directors for the appropriation of available earnings
As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement in the proposal, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appro- priate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, mis- representations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
KPMG SA
{{Signatureleft}} | {{Signatureright}} |
Bruno Beça | Philippine Bouvard |
Licensed Audit Expert | Licensed Audit Expert |
Auditor in Charge | |
Geneva, 10 October 2023 |
Enclosure:
- Proposal of the Board of Directors dated 9 October 2023 for the appropriation of available earnings
2
Proposal of the Board of Directors for the appropriation of available earnings of Varia US Properties AG for the year ending December 31, 2022 to the Extraordinary General Meeting
Proposal: The Board of Directors proposes to the Extraordinary General Meeting the distribution of an extraordinary dividend in an aggregate amount of CHF 3.00 per share payable in equal parts from available earnings and from statutory capital reserves of Varia US Properties AG as of and for the year ended 31 December 2022 as follows:
Available retained earnings and statutory capital reserves:
from available | from statutory | added up | |||||||||
earnings | capital reserves | (in CHF) | |||||||||
(in CHF) | (in CHF) | ||||||||||
Retained earnings / Statutory capital | 32,544,163 | 222,847,299 | 255,391,462 | ||||||||
reserves contributions, carried forward | |||||||||||
Net profit for the year ended December 31, 2022 | 45,994,153 | - | 45,994,153 | ||||||||
Allocation to the general legal reserves as | |||||||||||
resolved by the ordinary general meeting on | 2,300,000 | - | 2,300,000 | ||||||||
April 25, 2023 | |||||||||||
Dividend distribution resolved by the ordinary | |||||||||||
general meeting on April 25, 2023, paid out on | 6,075,611 | 6,075,611 | 12,151,222 | ||||||||
or around May 10, 2023 | |||||||||||
Additional dividend distribution resolved by the | |||||||||||
ordinary general meeting on April 25, 2023, | |||||||||||
paid out on or around or to be paid out on, | 10,126,018 | 10,126,018 | 20,252,036 | ||||||||
August 9th, 2023, November 9th, 2023, | |||||||||||
February 9th, 2024, and May 9th, 2024 | |||||||||||
Available earnings / capital contributions | 60,036,687 | 206,645,670 | 266,682,357 | ||||||||
Proposed extraordinary dividend distribution:
from available | from statutory | added up | |||
earnings | capital reserves | (in CHF) | |||
(in CHF) | (in CHF) | ||||
Dividend distribution from each of (i) the | |||||
available earnings and (ii) the statutory capital | 15,189,027 | 15,189,027 | 30,378,054 | ||
reserves, payable on November 9, 2023 | |||||
Balance to be carried forward | 44,847,660 | 191,456,643 | 236,304,303 | ||
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Disclaimer
Varia US Properties AG published this content on 11 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 October 2023 05:08:26 UTC.