OVERVIEW

PROPOSED PARTIAL REVISION OF VZ HOLDING LTD'S ARTICLES OF ASSOCIATION

Version of 2 March 2023

Draft, subject to the approval of the Annual General Meeting on 12 April 2023 as well as any formal change specifications required by the commercial registry of Zug.

VZ Holding Ltd

Overview of proposed amendments of the articles of association

1

Articles of

Current version

association/Voting

Art. 5

(…) upon request, the buyers of shares shall

Share register,

be entered in the share register as share­

share transfer

holders with voting rights, provided that

Agenda item 7.1

they expressly declare that they have ac­

quired the shares in their own name and on

their own account. The Board of Directors

is authorised to grant exemptions from this

provision in connection with the trading

of shares, for example the registration of

persons who hold shares on behalf of third

parties ("nominees").

Agenda item 7.4 The Board of Directors may enter nominees for up to 5 percent of the share capi­ tal registered in the Commercial Register as shareholders with voting rights in the share register. Above this limit, the Board of Directors may register nominees as share­ holders with voting rights if the nominee in question informs the Company of the names, addresses and shareholdings of the persons on whose account the nominee holds 0.5 percent or more of the share capital registered in the Commercial Register. The Board of Directors shall enter into agree­ ments with such nominees concerning the reporting obligation, the representation of shares and the exercise of voting rights. (…)

New version

  1. upon request, the buyers of shares shall be entered in the share register as share­ holders with voting rights, provided that they expressly declare that they have ac­ quired the shares in their own name and on their own account, that there is no agree- ment on the redemption or surrender of such shares and that the buyers bear the risk associated with the shares. The Board of Directors is authorised to grant exemp­ tions from this provision in connection with the trading of shares, for example the regis­ tration of persons who hold shares on behalf of third parties ("nominees").

The Board of Directors shall enter nominees for up to 3 percent of the share capital registered in the Commercial Register as shareholders with voting rights in the share register. Above this limit, the Board of Directors may register nominees as shareholders with voting rights if the nominee in question informs the Company of the names, addresses and shareholdings of the persons on whose account the nominee holds 0.5 percent or more of the share capital registered in the Commercial Register. The Board of Directors shall enter into agree­ ments with such nominees concerning the reporting obligation, the representation of shares and the exercise of voting rights. (…)

2

Overview of proposed amendments of the articles of association

VZ Holding Ltd

Articles of

Current Version

association/Voting

Art. 7

The supreme governing body of the Com­

Powers

pany is the General Meeting. It has the fol­

Agenda item 7.1

lowing non-transferable powers:

1. to determine and amend the articles of

association;

2. election and dismissal of

- the members of the Board of

Directors,

- the Chairman of the Board of

Directors,

- the members of the Compensation

Committee

- the independent proxy, and

- the external auditor;

3. to approve the management or annual

report, as the case may be, the conso­

lidated financial statements and the an­

nual financial statements, as well as to

resolve on the allocation of the dispos­

able profit and particularly the setting

of dividends;

4. to discharge the Board of Directors;

5. to adopt resolutions on matters re-

served to the General Meeting by law or

the articles of association or submitted

to it by the Board of Directors;

6. to approve the compensation of the

Board of Directors and of the persons

entrusted by the Board of Directors

with managing the Company in whole

or in part (the "Executive Board").

Neue Version

The supreme governing body of the Com­ pany is the General Meeting. It has the fol­ lowing non-transferable powers:

  1. to determine and amend the articles of association;
  2. election and dismissal of
    • the members of the Board of Directors,
    • the Chairman of the Board of Directors,
    • the members of the Compensation Committee
      the independent proxy, and
    • the external auditor;
  4. to approve the management or annual report, as the case may be, the conso­ lidated financial statements and the an­ nual financial statements, as well as to resolve on the allocation of the dispos­ able profit and particularly the setting of dividends;
  5. to determine the interim dividend and approve the interim financial statements required for this purpose;
  6. to adopt resolutions concerning the repayment of the statutory capital reserve;
  7. to discharge the Board of Directors;
  8. delisting of the Company's equity securities;
  9. to approve the compensation of the Board of Directors and of the persons entrusted by the Board of Directors with managing the Company in whole or in part (the "Executive Board");
  10. to approve the report on non-financial matters pursuant to Article 964c CO;
  11. to adopt resolutions on matters re- served to the General Meeting by law or the articles of association or submitted to it by the Board of Directors.

VZ Holding Ltd

Overview of proposed amendments of the articles of association

3

Articles of

Current version

association/Voting

Art. 8

(…) The Board of Directors must convene

Convocation

an extraordinary General Meeting if share­

Agenda item 7.1

holders collectively representing at least

ten percent of the share capital request in

writing (including telegram, telex, fax)

that one be convened, indicating the agenda

item and the motions.

New version

  1. The Board of Directors must convene an extraordinary General Meeting if share­ holders collectively representing at least five percent of the share capital or of the votes request in writing that one be con­ vened, indicating the agenda item and the motions.

Art. 9

(…)

Form of

convocation

and universal

The convocation shall be made by one-time

meeting

notice in the Company's organ of publica­

Agenda item 7.1

tion. The registered shareholders shall be

sent an invitation in writing.

The meeting notice must state the agenda

items as well as the motions of the Board

of Directors and the shareholders, as well

as, in the case of elections, the names of

the proposed candidates.

Shareholders representing together at least 1 percent of the share capital may request that an item be placed on the agenda.

  1. The General Meeting shall be con- vened no later than 20 days before the date of the meeting.
    The convocation shall be made by notice in the Company's organ of publication and by letter or electronic communication to the contact details of the shareholders entered in the share register.

The meeting notice must state:

  1. the date, commencement, nature and place of the General Meeting;
  2. the agenda items;
  3. the motions of the Board of Directors along with a brief statement of the grounds for the motions;
  4. where applicable, the motions of the shareholders and a brief statement of the grounds for the motions;
  5. the name and address of the inde- pendent proxy.

The Board of Directors shall ensure that the agenda items maintain consistency of subject matter and shall submit to the General Meeting all information necessary for its decision-making.

Shareholders representing together at least

0.5 percent of the share capital or votes may request that an item be placed on the agenda or that motions relating to agenda items be included in the convocation of the General Meeting.

4

Overview of proposed amendments of the articles of association

VZ Holding Ltd

Articles of

Current version

association/Voting

Agenda item 7.1

The request to place an item on the agenda

(continued)

must be made in writing, stating the mo-

tions. The request to place an item on the

agenda and the motions must be notified

to the Board of Directors in writing at least

45 days prior to a General Meeting, together

with proof of the shares represented.

Agenda item 7.5 Subject to the provisions governing the universal meeting, no resolutions may be passed on matters that have not been announced in this manner, except for a motion

Agenda item 7.1 to convene an extraordinary General Meeting or to conduct a special audit.

Conversely, no prior announcement shall be required to submit motions relating to matters on the agenda or to engage in discussions without adopting a resolution.

Agenda item 7.5 Barring objections, the owners of or proxies for the entirety of the shares in the Company may hold a General Meeting without complying with the formal requirements for convening meetings (universal meeting). Such a meeting may deliberate and duly adopt resolutions concerning all matters that fall within the competence of the General Meeting, provided that the owners or representatives of all shares are present.

Agenda item 7.1 The annual report, the compensation report and the audit reports must be made available to the shareholders for inspection at the Company's registered office no later than 20 days before the ordinary General Meeting. This must be indicated in the notice of the General Meeting.

New version

Such a request must be received by the Board of Directors in writing at least 45 days prior to a General Meeting, indicating the motions and proof of the shares represented .

At the General Meeting, any shareholder may submit motions in connection with the agenda items.

No resolutions may be passed on matters that have not been announced in this man- ner, except for a motion to convene an ex­ traordinary General Meeting, to conduct a

special investigation and to elect an external auditor.

The annual report, the compensation report and the audit reports must be made available no later than 20 days before the ordinary General Meeting.

VZ Holding Ltd

Overview of proposed amendments of the articles of association

5

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VZ Holding AG published this content on 02 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 March 2023 10:57:04 UTC.