Implementation of the Ordinance Against Excessive Compensation in Listed Stock Companies (OaEC)

Implementation of the OaEC has resulted in a number of changes. The Annual General Meeting is required each year to individually elect the Chairman as well as the members of the Board of Directors and the Compensation Committee as well as the independent proxy. Voting representation by the corporate proxy and/or custodian is no longer permitted. Swisscom intends to continue putting the Compensation Report to a consultative vote. In addition, shareholders will be given the possibility of electronically issuing powers of attorney and instructions to the independent proxy via the “Sherpany“ platform. Swisscom intends to present proposals covering various amendments to the Articles of Incorporation for approval by shareholders at the 2014 Annual General Meeting. Key provisions of the Articles of Incorporation concern approval of the compensation budget for the Board of Directors and the Group Executive Board for the next financial year; duties and powers of the Compensation Committee; rules governing the acceptance of third-party mandates; and the payment of an additional amount for new members appointed to the Group Executive Board during the course of the year after the compensation budget has been approved.