Shareholder Meeting

Generalversammlung

Shareholder Meeting Our shareholders can exercise their participation rights at the Annual General Meeting convened annually. The agenda is drawn up in accordance with the statutory provisions.

118th Annual General Meeting of the Shareholders 2021

118 GM

Intro

Thursday, April 22, 2021, 10.00 am CET

No Physical Attendance due to COVID-19 Precautionary Measures

Due to the continued COVID-19 pandemic and in accordance with the COVID-19 Ordinance 3 of the Federal Council, the Board of Directors has decided to conduct the Annual General Meeting 2021 without physical presence of the shareholders.

Shareholders can therefore only exercise their voting rights through Mr. Rolf Freiermuth as the independent voting proxy. The instructions to the independent voting proxy can be issued by filling out the instruction form enclosed with the invitation or online at the AGM-platform (https://siegfried.shapp.ch) no later than Tuesday, April 20, 2021. The personal login-data will provided to the registered shareholders together with invitation to the Annual General Meeting.

Questions to the Board of Directors

Shareholders duly registered in the shareholder register have the option of submitting messages and questions to the Board of Directors prior to the Annual General Meeting. For such purpose, registered shareholder may use the online AGM-platform (https://siegfried.shapp.ch) until Tuesday, April 20, 2021. You will find the login-data with your invitation to the Annual General Meeting. The Board of Directors will, within the capacity of the Annual General Meeting, take a position on the most important of such questions either collectively or individually.

Documents

A short version of the Annual Report in newspaper format is distributed to the shareholders together with the invitation. The full Annual Report 2020 (incl. Remuneration Report) and the Auditor‘s Reports can be downloaded from the internet at https://report.siegfried.ch

Cut-off Date and Sale of Shares

The Board of Directors has defined Friday, April 16, 2021, as cut-off date of the share register. All communications regarding changes to shareholdings must have arrived at the Share Registry by this time. In the event that shares are sold prior to the Annual General Meeting, the respective voting material will be void. It is to be returned to Siegfried Holding AG, Share Registry, c/o Nimbus AG, Ziegelbrückstrasse 82, 8866 Ziegelbrücke.

Traktanden (dynamisch)

Agenda Items and Motions by the Board of Directors

Approval of the Annual Report, the Annual Financial Statements, and the Consolidated Group Financial Statements for the 2020 Financial Year
The Board of Directors proposes that the Annual Report, the Annual Financial Statements and the Consolidated Group Financial Statements for the financial year 2020 be approved.

2. Approval of the Appropriation of the Retained Earnings and Reduction and Repayment of the Nominal Value of the Shares
B. Motions of the Board of Directors
2.1. Appropriation of the Retained Earnings
The Board of Directors proposes that the retained earnings be appropriated as follows:

siegfried_grafiken_GM_2021_retained-earnings-be-appropriated.svg

2.2. Reduction and Repayment of Nominal Value of Shares, Changes to the Articles of Incorporation (instead of a Dividend for the 2020 Financial Year)
The Board of Directors proposes:
a) To reduce the company’s ordinary share capital by reducing the current nominal value of CHF 24.20 per share by CHF 3.00 to CHF 21.20 per share, and to distribute the reduction amount of CHF 3.00 per share to the shareholders.

The audit report issued by PricewaterhouseCoopers AG in accordance with art. 732 para. 2 CO established that the claims of the creditors will continue to be fully covered after the aforementioned reduction of the share capital.

b) To amend the Articles of Incorporation of Siegfried Holding AG upon completion of the capital reduction as follows (changes in italics):

Traktanden (dynamisch) 2 Border Box

Article 3 paragraph 1 of the Articles of Incorporation – Share Capital:
“The Company’s share capital is CHF 93’195’200 and is divided into 4’396’000 registered shares with a nominal value of CHF 21.20 each. The share capital has been fully paid in.”

Article 3^bis paragraph 1 sentence 1 of the Articles of Incorporation – Conditional Share Capital:
“The Company’s share capital pursuant to Article 3 of these Articles of Incorporation may be increased by a maximum of CHF 2’522’800 by an issue of a maximum of 119’000 registered shares with a nominal value of CHF 21.20 each, to be fully paid in, with such shares to be issued to members of the Board of Directors and/or employees of the Company and/or its group companies.”

Traktanden (dynamisch) 2 Border Box

Article 3^ter paragraph 1 sentence 1 of the Articles of Incorporation – Authorized Capital (subject of the approval of the creation of authorized capital pursuant to agenda item 4):
“The Board of Directors is authorized to increase the share capital pursuant to Article 3 of these Articles of Incorporation by a maximum of CHF 9’328’000 by issuing a maximum of 440’000 registered shares with a nominal value of CHF 21.20 each, to be fully paid in, at any time until April 22, 2023.”

Traktanden (dynamisch)

c) To instruct the Board of Directors to implement the decisions of the Annual General Meeting of the Shareholders.

3. Discharge of the Members of the Board of Directors
The Board of Directors proposes to grant discharge to the members of the Board of Directors for the financial year 2020.

4. Authorized Share Capital
B. Proposal of the Board of Directors
The Board of Directors proposes to the Annual General Meeting of the Shareholders to create authorized share capital amounting to 440 000 shares and for a term of two years by means of a revised Article 3^ter of the Articles of Incorporation:

Traktanden (dynamisch) 5 Border Box

Article 3^ter – Authorized capital

1. The Board of Directors is authorized to increase the share capital set forth in Article 3 of these Articles of Incorporation by a maximum of CHF 10’648’000 by issuing a maximum of 440’000 registered shares with a nominal value of CHF 24.20 each, to be fully paid in, anytime and until April 22, 2023. Share capital increases in partial amounts are permitted.

Traktanden (dynamisch)

All other terms and conditions of the authorized share capital remain unchanged. Article 3^ter para 2 – para 4 of the Articles of Incorporation will state the following:

Traktanden (dynamisch) 5 Border Box

2. Subscription to and acquisition of the new shares as well as any subsequent transfer of the shares are subject to the restrictions set forth in Article 5 of these Articles of Incorporation.
3. The Board of Directors shall determine the issue price, the type of contribution, the date of issue, the conditions governing the exercise of subscription rights and the commencement of the dividend entitlement. The Board of Directors may issue new shares which are underwritten by a bank or another third party and subsequently offered to the existing shareholders. The Board of Directors is authorized to restrict or to prohibit trading in the subscription rights to the new shares. In the event of subscription rights not being exercised, the Board of Directors may, at its discretion, either allow such rights to expire without compensation, or place them or the shares to which they are entitled either at a market price or in some other manner in furtherance of the interests of the Company.
4. The Board of Directors is empowered to withdraw or restrict shareholders’ subscription rights and to allocate such rights to individual shareholders or third parties in the event:

of the new shares being used to acquire companies, parts thereof or equity participations, or for the financing or refinancing of such transactions, or for the financing of new investment projects undertaken by the Company.
of the new shares being used either for the extension of the shareholder base in conjunction with the listing of shares on a Swiss stock exchange or for investments by strategic partners.
of the new shares being placed nationally and internationally at market conditions for the purpose of raising equity in a swift and flexible manner that would be difficult to arrange or only at significantly less favorable conditions if the subscription rights to the new shares were not restricted or withdrawn.

Traktanden (dynamisch)

5. Approval of Remuneration of the Members of the Board of Directors and the Executive Committee
5.1. Remuneration of the Board of Directors
B. Motions of the Board of Directors
The Board of Directors proposes that the total maximum remuneration for the Board of Directors for the 2021/2022 term of office in the total amount of maximum CHF 1 875 000 be approved.

5.2. Remuneration of the Executive Committee
B. Motions of the Board of Directors
5.2.1. The Board of Directors proposes that the fixed remuneration in cash of the members of the Executive Committee for the financial year 2022 in the total amount of maximum CHF 3 500 000 be approved.
5.2.2. The Board of Directors proposes that the short-term performance-based remuneration in cash of the members of the Executive Committee for the financial year 2020 in the total amount of CHF 482 591 be approved.
5.2.3. The Board of Directors proposes that the long-term performance-based remuneration of the members of the Executive Committee for the current financial year 2021 in the form of Performance Share Units in the total amount of maximum CHF 8 020 000 be approved.

6. Elections concerning the Board of Directors
6.1. Reelection of the Members of the Board of Directors
The Board of Directors proposes that Mss. Ulla Schmidt and Isabelle Welton and Messrs. Colin Bond, Prof. Dr. Wolfram Carius, Dr. Andreas Casutt, Reto Garzetti and Dr. Martin Schmid be reelected to the Board of Directors for a term of office of one year. Voting shall take place for each person separately.
6.2. Reelection of the Chairman of the Board of Directors
The Board of Directors proposes that Dr. Andreas Casutt be reelected as Chairman of the Board of Directors for a term of office of one year (subject to his reelection to the Board of Directors pursuant to agenda item 6.1.).
6.3. Reelection of Members of the Remuneration Committee
The Board of Directors proposes that Ms. Isabelle Welton and Messrs. Reto Garzetti and Dr. Martin Schmid (subject to their reelection to the Board of Directors pursuant to agenda item 6.1.) be reelected to the Remuneration Committee, each for a term of office of one year. Voting shall take place for each person separately.

7. Election of the Independent Voting Proxy
The Board of Directors proposes to elect Rolf Freiermuth, attorney at law, and Stefan Pfister, attorney at law (substitute), Freiermuth Studer Attorneys-at-Law, Niklaus-Thut-Platz 7a, 4800 Zofingen, as independent voting proxy for a term of one year.

8. Election of External Auditors
The Board of Directors proposes to elect PricewaterhouseCoopers AG, Basel, as external auditors for a term of one year.

Siegfried Holding AG
Chairman of the Board of Directors
Dr. Andreas Casutt