Press release: Leonteq announces board nominations and publishes agenda for the EGM 2026

PRESS RELEASE | LEONTEQ ANNOUNCES BOARD NOMINATIONS AND PUBLISHES AGENDA FOR THE EGM 2026

Zurich, 25 August 2026 | Ad hoc announcement pursuant to Art. 53 LR

Leonteq AG today announced the nomination of Andreas Casutt as new Chairman and Reto Suter as new member of the Board of Directors, proposed for election at the virtual Extraordinary General Meeting on 21 September 2026, subject to final regulatory approval. Philippe Le Baquer, a member of the Board since 2021, will become Vice-Chairman. Christopher Chambers and Philippe Weber will retire from the Board as announced previously. Leonteq also has received proposals from a shareholder to be tabled at the Extraordinary General Meeting.

The Board of Directors of Leonteq has nominated Andreas Casutt as its new Chairman. He will succeed Christopher Chambers who will retire from the Board as previously announced. The previous candidate, Felix Oegerli, has decided to focus on his future role as a significant minority shareholder and will not stand for election.

Andreas Casutt (1963) is a seasoned lawyer and brings extensive board experience at listed companies. He joined the law firm Niederer Kraft Frey AG in Zurich in 1993 and was made a partner in 2002. He is a member of its Board of Directors and served as the firm’s managing partner from 2006 to 2014. His practice focuses on corporate law, mergers & acquisitions, stock exchange law, and employment law. From 2010 to 2026, Andreas Casutt was a member of the Board of Directors of SIX-listed Siegfried Holding AG and served as its Chairman from 2014 to April 2026. Since 2013, he has served as a member of the Board of Directors of SIX-listed Mikron Holding AG. He is a Swiss citizen, has a Ph.D. from the University of Zurich and completed an LL.M. program at the University of Michigan.

Reto Suter (1971), who is nominated as new member of the Board of Directors, brings vast leadership experience in multinational companies across various sectors. From 2017 to 2026, he served as Chief Financial Officer at Siegfried Holding AG. He previously held a range of management positions in industry, finance and private equity. Among other mandates, Reto Suter is a member of the Boards of Directors and Chairman of the Audit Committees of SIX-listed Inficon Holding AG and SIX-listed Accelleron Industries Ltd. He is a Swiss citizen, studied economics at the University of Zurich and the University of Washington in Seattle and holds a doctorate in banking and finance at the University of Zurich.

Philippe Le Baquer, a member of Leonteq’s Board of Directors since 2021, will serve as Vice-Chairman of the Board following the Extraordinary General Meeting. In this role, he will succeed Philippe Weber, who has served as Vice-Chairman and member of the Board since 2020.

Thomas Meier, Chairman of the Nomination and Remuneration Committee, stated: “With Andreas Casutt, we are proposing a strong candidate with extensive board and leadership experience to chair Leonteq's Board of Directors, and Reto Suter's broad financial expertise will further strengthen the Board. The appointment of Philippe Le Baquer as Vice-Chairman will ensure continuity at Board level.”

“With this proposed composition, we are convinced we have the right mix of experience, expertise and ownership perspective to support Leonteq's next phase of development,” Thomas Meier added. “We would also like to sincerely thank Christopher Chambers for his dedicated leadership and his willingness to continue serving as Chairman until a successor has been elected, and Philippe Weber for his valuable contribution to Leonteq over many years."

At Leonteq’s forthcoming Extraordinary General Meeting, the Board of Directors also proposes shareholders to grant discharge to the members of the Board of Directors and the Executive Committee for the financial years 2024 and 2025, in two separate votes.

Shareholder proposals

Rainer-Marc Frey, holding (indirectly through H21 Macro Limited) 23.3% of Leonteq shares, has submitted a proposal that the Board of Directors is to be instructed to launch a share buyback programme with a volume of up to 5,000,000 registered shares with a nominal value of CHF 1.00 each, and a maximum acquisition value of CHF 100,000,000. The program shall be executed via a separate trading line in the period between the Extraordinary General Meeting in autumn 2026 and the end of June 2028.

As communicated on 23 July 2026, the Board confirmed its intention to launch a share buyback in early 2027, provided that the CET1 ratio is maintained at a level meaningfully in excess of 15% on a sustainable basis, and will consider a total distribution to shareholders (dividend plus share buyback) in line with the Group net profit for the full year 2026.

Accordingly, the Board continues to support the principle of a share buyback but is not providing any recommendation as to how shareholders should vote on Mr Frey’s proposal.

If the proposal is approved by shareholders, when deciding the timing and amount of the share buyback, the Board will exercise its fiduciary and regulatory duties (in particular the objective of maintaining a CET1 ratio at a level meaningfully in excess of 15% on a sustainable basis) and will need to seek the approval of Swiss Financial Market Supervisory Authority FINMA, the Swiss Takeover Board and SIX Swiss Exchange prior to the launch of any share buyback.

Rainer-Marc Frey also submitted a proposal to amend the Articles of Association insofar that in addition to the fixed remuneration, members of the Board of Directors may receive variable remuneration in the form of the company’s equity securities. According to the proposal, the variable remuneration is to be based on the performance of the company’s share price and subject to the acquisition or holding of a defined number of equity securities of the company. While details of the share scheme shall be determined by the Board of Directors, the proposal provides that the equity securities allocated under the share ownership program shall be subject to a lock-up period of at least three years from the date of allocation.

The Board of Directors recommends shareholders to vote against the proposal to change the Articles of Association. The proposed changes would introduce a variable, performance-dependent compensation element for the remuneration of the members of the Board of Directors, which is not in line with the best-practice remuneration approach for non-executive directors of Swiss listed companies. The current remuneration framework for the Board of Directors already includes a minimum of 40% of total compensation paid in shares, locked up for a period of three years, in line with what is considered best practice.

The invitation with the agenda items (including the Board’s and the shareholder’s detailed proposals) to the Extraordinary General Meeting on 21 September 2026 as well as the CVs of the proposed new Board members are available on Leonteq’s website at http://www.leonteq.com/egm.

CONTACT

Media Relations
+41 58 800 1844
media@leonteq.com

Investor Relations
+41 58 800 1855
investorrelations@leonteq.com

LEONTEQ

Leonteq is a Swiss fintech company providing a leading technology platform and investment solutions for the structured products market. Combining proprietary technology with cross-asset financial engineering expertise, Leonteq serves more than 1,000 financial intermediaries and institutional clients throughout the lifecycle of structured investment solutions. Operating under a regulatory framework comparable to that of FINMA-supervised banks, the company acts both as an issuer of its own products and as a trusted technology and services partner, enabling financial institutions to efficiently issue, distribute and manage structured investment solutions. Founded in 2007 and headquartered in Zurich, Leonteq has offices and subsidiaries in 12 countries across Europe, the Middle East and Asia. Leonteq AG holds an investment-grade credit rating from Fitch Ratings, has received the highest ESG rating by MSCI and is listed on the SIX Swiss Exchange (SIX: LEON). www.leonteq.com

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