Mobilezone : Amendment of the statutes

Currently valid version

Proposed new version

1.

TITLE: COMPANY NAME, REGISTERED OFFICE,

1

Company name, registered office (deleted) and duration

PURPOSE AND DURATION

Company and registered office

(deleted)

Article 1

(deleted)

The company mobilezone holding ag (mobilezone holding sa)

The Company mobilezone holding ag

(mobilezone holding ltd) is a public limited company that is subject

mobilezone holding sa

to the present Articles of Association and Title XXVI of the Swiss Code

mobilezone holding ltd is a public limited company that is subject to

of Obligations.

these Articles of Association and Title XXVI of the Swiss Code of

Obligations (CO).

The company has its registered office in Risch (ZG).

The Company has its registered office in Risch (ZG).

The Company shall exist for an indefinite period.

The Company is established for an indefinite period.

Purpose

2

Purpose

Article 2

(deleted)

The purpose of the Company is to acquire, manage, hold and

The purpose of the Company is to acquire, manage, hold and

dispose of interests in companies of all kinds in Germany and

dispose of investments in companies of all kinds in Germany and

abroad, in particular with activities in the fields of trade, industry and

abroad, in particular with activities in the fields of trade, industry

services.

and services.

The Company may acquire, encumber, exploit and sell real property

The Company may acquire, encumber, exploit and sell real

and intellectual property rights in Switzerland and abroad and

property and intellectual property rights in Switzerland and abroad

finance other companies.

and finance other companies.

3

Sustainability

«new»

The Company strives to create sustainable value through its

activities.

II.

TITLE: Share capital and Shares

4

Share capital and shares

Share capital

4.1

Share capital

Article 3

(deleted)

The share capital of the company amounts to CHF 432,291.35 and is

4.1.1

The share capital of the Company amounts to CHF 432,291.35

fully paid up.

and is fully paid up.

It is divided into 43,229,135 registered shares with a par value of 1 Rp.

4.1.2

It is divided into 43,229,135 registered shares with a par value of

each.

CHF 0.01 each.

Authorised capital

4.2

Capital range

Article 3a

(deleted)

The Board of Directors is authorised at any time until 5 April 2024

4.2.1

The Board of Directors is authorised to increase/reduce the

to increase the share capital by a maximum amount of CHF 40,000

share capital until 3 April 2029 within a range from CHF

by issuing a maximum of 4,000,000 fully paid registered shares

392,291.35 (lower limit) to CHF 472,291.35 (upper limit) (capital

with a par value of 1 Rp each. An increase in partial amounts is

range). Multiple capital increases/reductions and

permitted.

increases/reductions in partial amounts are permitted.

The Board of Directors shall determine the time of issue of new

4.2.3

In the event of a capital increase:

shares, their issue price, the method of payment, the conditions for

a) the Board of Directors shall determine the number of shares,

the exercise of subscription rights and the commencement of

the issue amount, the type of contributions (including

dividend entitlement.

contributions in kind, debt-equity swaps or conversion of non-

The Board of Directors may also issue new shares by means of

restricted equity), the date of issue, the conditions for

firm underwriting or in another manner by one or more banks and

exercising subscription rights and the start of dividend

subsequent offer to shareholders or third parties. The Board of

entitlement. The Board of Directors is authorised to restrict or

Directors may allow subscription rights which have not been

exclude trading in subscription rights. The Board of Directors

exercised to lapse, or it may place them or shares for which

is entitled to allow unexercised subscription rights to lapse, or

subscription rights have been granted but not exercised at market

to place them or the shares for which subscription rights have

conditions or otherwise use them in the interest of the company.

been granted but not exercised, or otherwise use them in the

The Board of Directors is entitled to limit or cancel the shareholders'

interest of the Company.

subscription rights and to allocate them to third parties or selected

b) Provided that the capital increase does not exceed 10 per

shareholders in the event that the shares are used for the

cent of the share capital entered in the commercial register at

acquisition of companies, parts of companies or participations or

the time, the Board of Directors is authorised to withdraw or

for a placement of shares with one or more investors for the

limit the subscription rights of the shareholders and to allocate

purpose of financing or refinancing such transactions.

subscription rights to individual shareholders, third parties, the

Company or one of its group companies for the purpose of (i)

acquisition of companies or parts thereof or interests therein

(ii) investment projects of the Company or one of its group

companies, or (iii) financing or refinancing of such

transactions through a share placement or (iv) placement of

shares with a new strategic investor.

If the share capital is reduced within the capital range, the Board of

Directors, will, where necessary, determine the use of the reduction

amount.

Shares

4.3

Type of shares

Article 4

(deleted)

The shares are registered shares.

4.3.1

The shares are registered shares.

The Company issues its registered shares in the form of individual

4.3.2

The Company issues its registered shares in the form of individual

certificates, global certificates and/or uncertificated securities. Within

certificates, global certificates, uncertificated securities or

the framework of the statutory provisions, the Company is free to

intermediated securities. Within the framework of the statutory

convert the shares issued in one of these forms into another form at

provisions, the Company is free to convert the shares issued in

any time and without the consent of the shareholders.

one of these forms into another form at any time and without the

consent of the shareholders.

A shareholder is not entitled to titles in the form of securities or to the

4.3.3

A shareholder is not entitled to titles in the form of securities or to

conversion of registered shares issued in a particular form into another

the conversion of registered shares issued in a particular form into

form. However, the shareholder may at any time request the

another form. However, the shareholder may at any time request

Company to issue a certificate of the registered shares held by the

the Company to issue a certificate of the registered shares held by

shareholder in accordance with the share register.

the shareholder in accordance with the share register.

Book-entry securities based on shares of the Company cannot be

4.3.4

Book-entry securities based on shares of the Company cannot be

transferred by assignment. No securities can be provided by

transferred by assignment. No securities can be provided by

assignment on these book-entry securities.

assignment on these book-entry securities.

Registered shares of the Company not held as book-entry securities

4.3.5

Registered shares of the Company not held as book-entry

in the form of uncertificated securities are transferred by assignment.

securities in the form of uncertificated securities are transferred by

assignment.

Where registered shares are issued in the form of individual

4.3.6

Where registered shares are issued in the form of individual

certificates or global certificates, they must bear the original or

certificates or global certificates, they must bear the original or

facsimile signatures of two members of the Board of Directors.

facsimile signatures of two members of the Board of Directors.

Share register

4.4

Share register and registration restrictions

Article 5

(deleted)

The Company keeps a share register for all registered shares in which

4.4.1

The Board of Directors shall keep a share register for all registered

the owners and beneficiaries are entered with their surname, first

shares, listing the names and addresses or company names and

name, domicile, address and nationality (in the case of legal entities,

registered office addresses of owners and beneficiaries. A person

with their registered office). If a shareholder changes their domicile or

recorded in the share register shall notify the share registrar of any

registered office, they must inform the Company of the new address.

change in contact details. Postal and electronic communications

As long as this has not taken place, all correspondence shall be sent

from the Company will be deemed to have been sent with legal

to the address entered in the share register with legal effect. In relation

effect if sent to the contact details listed in the share register.

to the Company, the person entered in the share register is deemed

to be a shareholder or beneficiary.

The Company recognises only one representative per share.

(deleted)

4.4.2

In relation to the Company, only persons entered in the share

register will be deemed to be shareholders or beneficiaries. The

Board of Directors determines the requirements and

responsibilities for recognition of persons as shareholders or as

beneficiaries with or without voting rights and their entry in the

share register.

The Board of Directors issues the necessary instructions for the

4.4.3

The Board of Directors determines the responsibilities for keeping

keeping of the share register and may issue corresponding

the share register.

regulations or guidelines. It may delegate its duties.

In the invitation to the General Meeting, the Board of Directors

4.4.4

In the invitation to the General Meeting, the Board of Directors

announces the key date for entry in the share register for entitlement

announces the key date for entry in the share register for

to attend and vote.

entitlement to attend and vote.

The Board of Directors is entitled to cancel entries in the share register

4.4.5

The Board of Directors is entitled to cancel entries in the share

with retroactive effect to the date of registration if the entry was made

register with retroactive effect to the date of registration if the entry

on the basis of false information. It must first hear the shareholder

was made on the basis of false information. It must first hear the

concerned. The shareholder concerned must be informed

shareholder concerned. The shareholder concerned must be

immediately of the cancellation.

informed immediately of the cancellation.

4.4.6

The Board of Directors may refuse to recognize and register a

person as a shareholder or beneficiary with voting rights if, upon

request, they do not explicitly state that they have acquired the

shares or the usufruct of the shares in their own name and for their

own account, that there is no agreement on the redemption or

return of the relevant shares and that they bear the economic risk

associated with the shares. The Board of Directors cannot refuse

to register a person on the grounds that the application was made

by their bank.

III.

TITLE: ORGANISATION OF THE COMPANY

5

Company Organs

The Company has the following organs:

a.

General Meeting;

b.

Board of Directors;

c.

Executive Board;

d.

Auditors.

A. GENERAL MEETING

6

General Meeting

Powers

6.1

Powers

Article 6

6.1.1

(deleted)

The supreme body of the public limited Company is the General

The supreme body of the public limited Company is the General

Meeting.

Meeting.

It has the following non-transferable powers:

It has the following non-transferable powers:

1.

the adoption and amendment of the Articles of Association;

a)

the adoption and amendment of the Articles of Association;

2.

the election of the Chair and the other members of the

b)

the election of the Chair and the other members of the Board

Board of Directors as well as the members of the

of Directors as well as the members of the Nomination &

Remuneration Committee;

Compensation Committee;

3.

the election of the auditors;

c)

the election of the auditors;

4.

the election of the independent voting proxy;

d)

the election of the independent voting proxy;

5.

the approval of the management report and the

e)

the approval of the management report, the consolidated

consolidated financial statements;

financial statements and the report on non-financial matters

pursuant to Article 964a et seq. CO and, where applicable,

other reports required by law;

6.

the approval of the annual financial statements and the

f)

the approval of the annual financial statements and the

resolution on the appropriation of retained earnings, in

resolution on the appropriation of retained earnings, in

particular the determination of dividends and bonuses;

particular the determination of dividends;

g)

the determination of the interim dividend and the approval of

the interim financial statements required for this purpose;

h)

the resolution on the repayment of the statutory capital

reserve;

7.

the approval of the remuneration of the Board of Directors

i)

the approval of the remuneration of the Board of Directors

and the Executive Board in accordance with Art. 28 of the

and the Executive Board in accordance with Article 7 of the

Articles of Association;

Articles of Association;

j)

the consultative vote on the remuneration report;

8.

the discharge of the members of the Board of Directors;

k)

the discharge of the members of the Board of Directors;

9.

the delisting of the Company's shares from the SIX Swiss

Exchange or its successor organisation;

l)

the delisting of the Company's shares (deleted);

10.

the passing of resolutions on matters that are reserved for

m)

the passing of resolutions on matters that are reserved for

the General Meeting by law or the Articles of Association or

the General Meeting by law or the Articles of Association or

which are submitted to it by the Board of Directors.

which are submitted to it by the Board of Directors.

In the event of a delisting resolution within the meaning of (1) 9, the

6.1.2

In the event of a delisting resolution (deleted), the Board of

Board of Directors shall determine the time and further modalities of

Directors shall determine the terms of the delisting. (deleted)

the delisting in accordance with the applicable rules and regulations of

the SIX Swiss Exchange or its successor organisation.

Time and Place

6.2

Regulations for holding general meetings

Article 7

(deleted)

The Ordinary General Meeting is held annually within six months of

6.2.1

The ordinary General Meeting shall take place once a year, within

the end of the financial year; extraordinary General Meetings are

six months of the end of the financial year. Extraordinary general

convened as required, in particular in the cases provided for by law.

meetings are convened as required, particularly in cases provided

for by law.

The General Meeting shall meet at the place designated by the Board

6.2.2

The General Meeting shall meet at the place designated by the

of Directors.

Board of Directors. The General Meeting can be held as a virtual

general meeting using electronic means without a physical

location. The Board of Directors determines the electronic means

to be used.

6.2.3

The Board of Directors specifies in the invitation to the General

Meeting the record date for participation and voting rights

registration in the share register, as well as details of the written

and electronic proxies and instructions.

6.2.4

The Board of Directors may provide that shareholders who are not

present at the meeting location can exercise their rights by

electronic means.

6.2.5

The General Meeting is presided over by the Chair, and in their

absence, by another member of the Executive Board or another

person appointed by the General Meeting to chair the meeting for

the day.

6.2.6

The Chair appoints the minutes-taker and the vote counters, who

do not need to be shareholders; these roles can be assigned to the

same person The minutes shall be signed by the Chair and the

minutes-taker.

6.2.7

The Chair has all the management powers necessary and

appropriate for the proper conduct of the General Meeting without

interruptions.

Responsibility for convening the meeting; agenda items

6.3

Convocation and circulation of reports

Article 8

(deleted)

The General Meeting is convened by the Board of Directors, if

6.3.1

The ordinary General Meeting is convened by the Board of

necessary, via the auditors. The liquidators also have the right to

Directors, if necessary, by the auditors. (deleted)

convene a meeting.

The convening of a General Meeting may also be requested in writing

6.3.2

The convening of an Extraordinary General Meeting may also be

by one or more shareholders who together represent at least 10% of

requested in writing by one or more shareholders who together

the share capital, stating the item to be discussed and the

represent at least 5% of the share capital or votes, stating the item

corresponding proposal to the Board of Directors. Shareholders

to be discussed and the corresponding proposal to the Board of

representing at least 2% of the share capital may request that an item

Directors. (deleted)

be included on the agenda. The relevant request for items to be placed

on the agenda must be received by the Company in writing at least 45

days prior to the meeting, stating the items to be discussed and the

motions.

Date and content of the convening notice

(deleted)

Article 9

(deleted)

The General Meeting must be convened no later than 20 days prior to

Integrated into 6.3.5

the date of the meeting by publication in the Swiss Official Gazette of

Commerce. The invitation may also be sent by letter to all

shareholders entered in the share register.

.

6.3.3

The convocation must specify:

a) the date, start, type and location of the General Meeting;

b) the items on the agenda;

c) the proposals of the Board of Directors and a brief

explanation of these proposals;

d) if applicable, the proposals of the shareholders along

with a brief explanation;

e) the name and address of the independent proxy.

The Board of Directors shall ensure that the agenda items maintain

thematic unity and the General Meeting is provided with all the

information necessary to make decisions.

6.3.4

The Board of Directors can summarise the agenda items in the

convocation, provided that it makes further information available to

the shareholders in another way.

No later than 20 days before the ordinary General Meeting, the annual

6.3.5

The annual report (management report, annual and consolidated

report and the auditors' report as well as the remuneration report shall

financial statements, report on non-financial matters in accordance

be made available for inspection by the shareholders at the registered

with Article 964a et seq. CO and remuneration report) and the

office of the Company.

audit reports must be made available to shareholders at least 20

days before the ordinary General Meeting. If the documents are

not available electronically, every shareholder is entitled to ask for

them to be delivered in a timely manner.

The notice convening the General Meeting shall state the items on the

(deleted)

agenda as well as the motions of the Board of Directors and the

shareholders who have requested that a General Meeting be held or

that an item be included on the agenda.

Motions

6.4

Inclusion of items on the agenda and right to propose motions

Article 10

(deleted)

No resolutions may be passed on motions relating to items not duly

6.4.1

No resolutions may be passed on motions relating to items not duly

announced, with the exception of motions to convene an extraordinary

announced, with the exception of motions to convene an

General Meeting or to conduct a special audit.

extraordinary General Meeting or to conduct a special audit.

No prior notice is required for motions within the scope of the items on

6.4.2

No prior notice is required for motions within the scope of the items

the agenda and for negotiations without resolutions.

on the agenda and for negotiations without resolutions.

Shareholders representing shares of at least 0.5 per cent of the

share capital or votes may request to have a subject for discussion

placed on the agenda for the General Meeting. The relevant

request for items to be placed on the agenda must be received by

the Company in writing at least 45 days prior to the meeting,

stating the items to be discussed and the motions. Shareholders

can submit a brief statement of reasons with the agenda or

motion proposals. This must be included in the convocation of

the General Meeting.

6.4.3

At the General Meeting, every shareholder can submit motions

regarding the agenda items.

Voting rights

(deleted)

Article 11

(deleted)

Each share entitles the holder to one vote at the General Meeting.

New in Article 6.5.1

Representation

(deleted)

Article 12

(deleted)

Each shareholder may be represented by a third party who is not

New in Article 6.5

required to be a shareholder and who is authorised in writing, or by

the independent voting proxy. Shareholders may also authorise and

instruct the independent voting proxy electronically, whereby the

Board of Directors determine the modalities. The members of the

Board of Directors in attendance shall decide on the recognition or

rejection of the power of attorney.

Decision-making

6.5

Resolutions

Article 13

(deleted)

6.5.1

Each registered share entitles the holder to one vote at the Gen-

eral Meeting.

6.5.2

Every shareholder maybe represented at the General Meetingby

(deleted):

a)

their legal representative;

b) a representative of their own choice; or

c)

an independent proxy.

6.5.3

To authorise proxies and give instructions, shareholders must

use the forms provided by the Board of Directors or the speci-

fied electronic means.

6.5.4

If the independent proxy does not receive any instructions, they

shall abstain from voting. Powers of attorney and instructions for

the independent proxy can only be issued for the forthcoming

General Meeting.

6.5.5

Every year, the General Meeting selects either an individual, a

legal entity, or a partnership to serve as the independent voting

proxy. Their term ends with the conclusion of the next ordinary

General Meeting. Re-election is possible. If the position of inde-

pendent proxy is vacant, the Board of Directors shall appoint

such a representative for the next General Meeting.

Unless otherwise stipulated in the Articles of Association, the proper

6.5.6

Unless otherwise stipulated in the Articles of Association, the

constitution of the General Meeting is not dependent on the number

proper constitution of the General Meeting is not dependent on the

of shares represented.

number of shares represented.

Unless the law or the Articles of Association provide otherwise, the

6.5.7

Unless the law or the Articles of Association provide otherwise, the

General Meeting shall pass its resolutions and carry out its elections

General Meeting shall pass its resolutions and carry out its

by an absolute majority of the votes cast, excluding abstentions,

elections by (deleted) majority of the votes cast, excluding

empty and invalid votes.

abstentions, empty and invalid votes. In the event of a tied vote, a

motion is deemed to have been rejected. The Chair does not have

a casting vote.

If none of the candidates standing for election is able to obtain an

6.5.8

If none of the candidates standing for election is able to obtain a

absolute majority of the votes in the first ballot, a second ballot shall

majority of the votes in the first ballot, a second ballot shall be held.

be held. In the second ballot, the relative majority of votes is decisive.

In the second ballot, the relative majority of votes is decisive.

6.6

Special resolution quorums

A resolution of the General Meeting, passed by at least two-thirds of

6.6.1

In addition to the matters listed under Article 704 OR, a resolution of

the votes represented and an absolute majority of the par value of the

the General Meeting passed by at least two-thirds of the votes

shares represented, is required for:

represented and the majority of the par value of the shares

represented is required for:

a) The introduction of voting right restrictions;

b) Changes to this Article

1.

the change of the Company purpose;

(deleted, included in Article 704 CO)

2.

the introduction of voting shares;

(deleted, included in Article 704 CO)

3.

the limitation of the transferability of registered shares;

(deleted, included in Article 704 CO)

4.

an authorised or conditional capital increase;

(deleted, included in Article 704 CO)

5.

the capital increase from equity, against contribution in kind

(deleted, included in Article 704 CO)

or for the purpose of acquisition of assets and the granting

of special benefits;

6.

the restriction or cancellation of the subscription right;

(deleted, included in Article 704 CO)

7.

the transfer of the Company's registered office;

(deleted, included in Article 704 CO)

8.

the delisting of the Company's shares from the SIX Swiss

(deleted, included in Article 704 CO)

Exchange or its successor organisation;

9.

the dissolution of the Company without liquidation.

(deleted, included in Article 704 CO)

Provisions in the Articles of Association which require major majorities

6.6.2

Provisions in the Articles of Association which require major

for the adoption of certain resolutions than those prescribed by law

majorities for the adoption of certain resolutions than those

may only be introduced with the required majority.

prescribed by law may only be introduced with the required

majority.

Votes and elections shall take place openly, unless the General

(deleted)

Meeting decides on a written vote or election or the Chair orders such

a vote or election. Voting or election may also be conducted by

electronic means at the request of the Chair. Electronic voting and

elections shall be equivalent to written voting and elections.

The Chair may have an open vote or election repeated at any time by

(deleted)

a written or electronic vote or election if, in their opinion, doubts exist

as to the result of the vote. In this case, the preceding open vote or

election shall be deemed not to have taken place.

Chair

(deleted)

Article 14

(deleted)

The Chair or another member of the Board of Directors designated by

Newly integrated into Article 6.2.5

the Board of Directors chairs the General Meeting. In the absence of

all members of the Board of Directors, the Chair shall be appointed by

the General Meeting.

The Chair appoints the Secretary of the General Meeting and the

Newly integrated into Article 6.2.6

tellers. The aforementioned persons do not necessarily have to be

shareholders.

Minutes

6.7

Minutes

Article 15

(deleted)

The Board of Directors shall ensure that minutes of the General

6.7.1

The Board of Directors shall ensure that minutes of the General

Meeting are kept. These minutes shall record:

Meeting are kept. These minutes shall record:

1.

the number, type, par value and category of shares

a)

the date, start and end as well as the type and location

represented by the shareholders and by the independent

of the General Meeting;

proxy;

b)

the number, type, par value and category of shares,

2.

the resolutions and election results;

stating the shares, represented by (deleted) the

3.

the request for information and the answers given to it;

independent proxy;

4.

the statements put on record by the shareholders.

c)

the resolutions and election results;

d)

the request for information and the answers given to it;

e)

the statements put on record by the shareholders;

f)

relevant technical problems that arise during the

General Meeting.

The minutes must be signed by the Chair and the Secretary of the

6.7.2

The minutes must be signed by the Chair of the General Meeting

General Meeting.

and the minutes-taker.

The shareholders have the right to inspect the minutes.

6.7.3

The resolutions and election results, with exact voting ratios, must

be made accessible electronically within 15 days following the

General Meeting; any shareholder may request that the minutes be

made available to them within 30 days after the General Meeting.