Exemption from obligations regarding the maintenance of listing – Approval of delisting of bearer shares

I.

Subject to section III Hügli Holding AG (issuer), Steinach, Canton of St Gall, is granted exemption from the following obligations regarding the maintenance of its listing until the expiration of the Best Price Rule according to art. 10 para. 1 of the Ordinance of the Swiss Takeover Board on Public Takeover Offers of 21 August 2008 (Takeover Ordinance, TOO) in the context of the public tender offer by Bell Food Group Ltd (Bell Food), with head office in Basel, for all publicly held bearer and outstanding shares of the issuer (Best Price Rule), that is up to and including 19 November 2018:

a.

Publication and filing of half-year report for the business year 2018 (art. 49 et seq. Listing Rules [LR] in conjunction with art. 11 et seq. Directive Financial Reporting [DFR]);

b.

Publication of ad hoc notices (art. 53 LR in conjunction with the Directive on Ad hoc Publicity [DAH]), except for the publication of an ad hoc notice to communicate the date of delisting of the bearer shares of the issuer, as soon as such date has been determined;

c.

Disclosure of management transactions (art. 56 LR);

d.

Maintaining a corporate calendar (art. 52 LR);

e.

Compliance with the following regular reporting obligations (art. 55 LR in conjunction with art. 9 of the Directive on Regular Reporting Obligations [DRRO]):

- para. 1.08(4) (changes to the weblink of the corporate calendar)

- para. 2.01(2) (Filing of half-year report for the business year 2018).

II.

The exemption pursuant to section I is effective with the publication of the ad hoc notice in accordance with the requirements in section VI [Remark of Hügli Holding Aktiengesellschaft: Requirements to print sections I to III verbatim and at a prominent place within the notice] .

III.

After the expiration of the Best Price Rule on 19 November 2018, the issuer is exempted from the obligations pursuant to section I up to 19 December 2018, as far and as long as none of the following events have occurred until 19 November 2018 or occur until 19 December 2018:

a.

A minority shareholder or several minority shareholders entering the proceedings regarding the cancellation of bearer shares of the issuer pursuant to art. 137 of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading dated 19 June 2015 (Financial Market Infrastructure Act, FMIA) before the Commercial Court of St Gall;

b.

Withdrawal of the action to cancel the bearer shares of the issuer before the Commercial Court of St Gall by the plaintiff, Bell Food Group Ltd, Basel, or by a legal successor;

c.

Dismissal of the action to cancel the bearer shares of the issuer by the Commercial Court of St Gall;

d.

Appeal to the judgment rendered by the Commercial Court of St Gall regarding the cancellation of the bearer shares of the issuer.

Should one of the events pursuant to paragraphs a. to d. of this section occur until the expiration of the Best Price Rule, the obligations pursuant to section I come back into force immediately after the expiration of the Best Price Rule, i.e., on 20 November 2018.

Should one of the events pursuant to paragraphs a. to d. of this section occur after the expiration of the Best Price Rule, the obligations pursuant to section I come back into force with immediate effect.

In case of the obligations pursuant to section I coming back into force the issuer has to publish and file to SIX Exchange Regulation Ltd the half-year report for the business year 2018 within six weeks from the day of the coming back into force of the obligations pursuant to section I (art. 50 LR in conjunction with art. 11 et seq. DFR and art. 9 para. 2.01(2) DRRO).