Mobilezone : Minutes of the Annual General Meeting of 5 April 2023

M I N U T E S

Annual General Meeting mobilezone holding ag Wednesday, 5 April 2023, 10.30 a.m.

in the community hall, Dorfmatt 1, 6343 Rotkreuz

Olaf Swantee, President of the Board of Directors, opens the meeting in the community hall, Dorfmatt 1, 6343 Rotkreuz and takes the chair. In addition to the Chair, the members of the Board of Directors Gabriela Theus, Peter K. Neuenschwander and Michael Haubrich and the Executive Board members CEO Markus Bernhard, newly proposed for election to the Board of Directors, and CFO Andreas Fecker and CEO Switzer- land Roger Wassmer are present.

The Chair begins by making the following statements: "After a long pandemic-related break, we are holding the meeting again at the company's headquarters in Rotkreuz for the first time since the Annual General Meeting in 2019."

In line with the legal and statutory provisions, invitations to today's ordinary general meeting were issued in writing on 14 March 2023 to the shareholders listed in the share register and by publication in the Swiss Commercial Gazette (Schweizerisches Handelsamtsblatt) dated 14 March 2023.

The full 2022 annual report with management report, remuneration report, consolidated financial state- ments, annual financial statement of mobilezone holding ag, proposal of the Board of Directors of the appropriation of the retained earnings and of the reserves from capital contributions and auditor reports on the consolidated financial statements, on the annual financial statement and on the remuneration report and the minutes of the general meeting 2022 have been available for inspection since 10 March 2023 at the headquarters of the company in Rotkreuz, Suurstoffi 22. At the same time, these documents were available to the shareholders via the website mobilezoneholding.ch.

BDO AG as auditor is represented by Reto Frey (lead auditor) and Andreas Wyss.

Hodgskin Rechtsanwälte, Zurich as independent proxy are represented in person by Martin Dietrich.

The Chair nominates Bernhard Mächler as secretary.

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Attendance / quorum

Of the 44,000,000 shares issued, 860,888 are treasury shares (of which 770,865 are shares from the share buyback program and 90,023 are tradable shares) whose voting rights have been suspended. 33,746,442 shares are entitled to participate in the General Meeting.

The Chairman makes the following statement:

21,101,258 shares, or 47.97 percent of total shares issued or 62.53 percent of total voting shares, attend today's General Meeting. Today's General Meeting has been duly constituted and has a quorum for the scheduled agenda items.

1. Annual report, consolidated financial statements, financial statements of mobilezone holding ag

1.1 Approval of the 2022 Annual Report and the consolidated financial statements

The Board of Directors proposes that the General Meeting approves the 2022 Annual Report and the 2022 consolidated financial statements.

The motion of the Board of Directors is approved with 20,969,026 (99.87%) votes in favor and 26,718 (0.13%) votes against.

1.2 Approval of the 2022 financial statements of mobilezone holding ag

The Board of Directors proposes that the General Meeting approves the 2022 financial statements of mobilezone holding ag.

The motion of the Board of Directors is approved with 20,968,750 (99.87%) votes in favor and 26,718 (0.13%) votes against.

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1. Discharge of the Board of Directors and Group Management
   The Board of Directors proposes that the General Meeting grants discharge to all members of the Board of Directors and Group Management for fiscal year 2022.
   After noting that the Board of Directors and the Executive Committee and their representatives were not entitled to vote on this agenda item, the Chairman put agenda item 2 to the vote.
   The motion of the Board of Directors is approved with 17,687,776 (99.62%) votes in favor and 67,176 (0.38%) votes against.
2. Resolution on the appropriation of available earnings, an ordinary dividend and a withholding-tax- free distribution from capital contribution reserves

Based on the distribution rule introduced on 1 January 2020 with the corporate tax reform of the capital contribution principle for companies listed on a Swiss stock exchange, a distribution free of withholding tax from capital contribution reserves can only be carried out if taxable dividends of at least the same amount are distributed. Therefore, the Board of Directors proposes the distribution of a dividend from the available earnings and a distribution from the capital contribution reserves of CHF 0.45 in each case. The Board of Directors proposes to the Annual General Meeting to distribute a dividend of CHF 0.90 per registered share, composed as follows:

3.1 Appropriation of the 2022 available earnings and distribution of an ordinary dividend of mobilezone holding ag

The Board of Directors proposes that the General Meeting dispose of the 2022 available earnings as follows:

If this proposal is accepted, the payment on 14 April 2023 (ex-date 12 April 2023) will be with deduction of the Swiss withholding tax of 35 percent on the dividend amount of CHF 0.45 per share.

The motion of the Board of Directors is approved with 21,086,754 (99.99%) votes in favor and 3,129 (0.01%) votes against.

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3.2 Withholding-tax-free distribution from reserves from capital contribution of mobilezone holding ag

The Board of Directors proposes to the General Meeting that the reserves from capital contributions be appropriated as follows:

If this proposal is accepted, the distribution of CHF 0.45 per share from the capital contribution reserves on 14 April 2023 (ex-date 12 April 2023) will be free from withholding tax.

The motion of the Board of Directors is approved with 21,095,098 (99.99%) votes in favor and 1,539 (0.01%) votes against.

4. Amendment of the Articles of Association

4.1 Amendment of Article 3 (reduction of share capital) The Board of Directors proposes to the General Meeting:

1. To reduce the share capital by CHF 7,708.65 (from CHF 440,000.00 to CHF 432,291.35) by cancelling 770,865 own registered shares repurchased in the period from 22 August 2022 to 20 October 2022. The reduction is made by adjusting the value of the "treasury shares" account or cancelling the negative item formed for treasury shares in shareholders' equity in accordance with Art. 659a para. 4 CO in the amount of CHF 11,999,993.33.
2. To amend Article 3 of the Articles of Association to the following new wording: "The share capital of the company amounts to CHF 432,291.35 and is fully paid in. It is divided into 43,229,135 regis- tered shares with a par value of CHF 0.01 each." The board of directors shall make the publication in accordance with Art. 653k CO.

The motion of the Board of Directors is approved with 21,012,522 (99.87%) votes in favor and 27,233 (0.13%) votes against.

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5. Remuneration for members of the Board of Directors and Group Management

5.1 Consultative vote on the remuneration report for fiscal year 2022

The Board of Directors proposes that the General Meeting approves the remuneration report for fiscal year 2022 based on an advisory vote. In their report of 8 March 2023 to the General Meeting the auditor BDO AG, Zurich confirms that the remuneration report complies with Swiss law and articles 14-16 of the Remuneration Ordinance (VegüV).

The motion of the Board of Directors is declined with 10'063'729 (49.26%) votes in favor and 10,365,154 (50.74%) votes against.

As a result, the remuneration report 2022 was not approved in the non-binding advisory vote. The most important proxy advisors have recommended in their voting recommendation to reject the remuneration report, as they expect more transparency in the remuneration report. Some institutional investors such as banks, insurance companies, funds and pension funds have adopted the recommendations of the proxy advisors. The Board of Directors will consider appropriate actions to enable a positive voting result at the next General Meeting.

1. Approval of the maximum total amount of the permissible remuneration for the Board of Directors for the period up to the next General Meeting
   The Board of Directors proposes to the General Meeting to approve the total amount of the maximum permissible remuneration of the Board of Directors, consisting of five members, for the period until the next General Meeting of a maximum of CHF 0.55 million (previous year: CHF 0.63 million).
   The motion of the Board of Directors is approved with 20,021,478 (98.23%) votes in favor and 359,781 (1.77%) votes against.
2. Approval of the total amount of the maximum permissible remuneration for Group Management for fiscal year 2024
   The Board of Directors proposes that the General Meeting approves the total amount of the maximum permissible remuneration for Group Management, consisting of four members, for fiscal year 2024 in the sum of CHF 3.9 million (previous year: CHF 4.3 million).
   The motion of the Board of Directors is approved with 18,513,773 (90.83%) votes in favor, 1,869,556 (9.17%) votes against.