28 Aug 2020

Correction: Notice to participate at the Annual General Meeting of Shareholders of DDM Holding AG

A correction has been issued in relation to the Notice to participate at the Annual General Meeting of Shareholders of DDM Holding AG to remove the reference to the EU Market Abuse Regulation.

The Swiss Federal Government has declared a “special situation” in Switzerland due to the COVID-19 pandemic. Protecting the health of our shareholders and employees is a priority for us. Therefore, the personal attendance of the shareholders at the annual general shareholders’ meeting (the “AGM”) of DDM Holding AG (First North Growth Market: DDM), (the “Company”) is not possible. This year’s AGM will take place on Thursday 17 September 2020 at 10:00 am CEST at the offices of Walder Wyss Ltd, Seefeldstr. 123, 8008 Zurich.

As a consequence, shareholders can, in line with art. 27 of the Swiss Federal Council’s Third Ordinance on Measures to Combat the Coronavirus, only submit their voting instructions in writing or electronically to the independent proxy. Detailed information on this and the agenda items can be found in the attached invitation to the AGM, also available on the Company’s website, http://ddm-group.ch/investors.

Agenda and Proposals

1. Election of the Chairman for the Day

2. Approval of the Annual Report, the Statutory Financial Statements and the Consolidated Financial Statements 2019

3. Appropriation of Available Earnings 2019

4. Discharge of the Members of the Board of Directors and of the Members of the Executive Management

5. Elections

5.1. Re-Elections of the current Board Members

5.2. Re-Election of the Chairman

5.3. Re-Election of the Members of the Remuneration Committee

5.4. Re-Election of the Independent Proxy

5.5. Re-Election of the Statutory Auditors

6. Consultative Vote on the Compensation Report 2019

7. Votes on the Compensation of the Members of the Board of Directors and the Executive Management

7.1. Compensation for the Members of the Board of Directors for the period from the end of this Annual General Shareholders’ Meeting until the end of the 2021 annual general shareholders’ meeting

7.2. Compensation of the Members of the Executive Management for the Business Year 2020

7.2.1. Approval of the Maximum Aggregate Amount of Variable Compensation

7.3. Maximum Aggregate Amount of Fixed Compensation of the Members of the Executive Management during the Business Year 2021

8. Vote on the Compensation for AEDC Capital Limited (previously Aldridge EDC Speciality Finance Ltd) (AEDC)

8.1. Compensation for AEDC for Business Development Services during the Business Year 2019

9. Vote on the Compensation for DDM Group Finance S.A.

9.1. Compensation for DDM Group Finance S.A. for Brokerage Services during the Business Year 2019

10. Change of Registered Seat

11. New Authorized Share Capital

Decision proposals in brief

Re-elections of the current Board members (Agenda item 5.1)

The Board of Directors proposes to re-elect the following current members of the Board of Directors, each for a term of one year ending after completion of the next annual general shareholders’ meeting

• Jörgen Durban
• Erik Fällström
• Joachim Cato
• Florian Nowotny

Re-election of the current Chairman (Agenda item 5.2)

The Board of Directors proposes to re-elect Jörgen Durban as chairman of the Board of Directors for a term of one year ending after completion of the next annual general shareholders’ meeting.

New Authorized Share Capital (Agenda item 11)

The Board of Directors proposes to extend and modify the current Authorized Share Capital (Art. 3bis paragraph 1 and 2) as follows:

Art. 3bis
Authorized Share Capital

1 The Board of Directors shall be authorized to increase the share capital in an amount not to exceed CHF 6,780,223.00 through the issuance of up to 6,780,223 fully paid-in registered shares with a nominal value of CHF 1.00 per share by not later than 17 September 2022. Increases in partial amounts shall be permitted.

2 The Board of Directors is further authorized (including in case of a public offer for shares of the Company) to restrict or deny the pre-emptive subscription rights of shareholders or allocate such rights to third parties in case of issuance of registered shares out of the authorized share capital set forth in Art. 3bis para. 1 in the extent of up to CHF 6,780,223.00 through the issuance of up to 6,780,223 registered shares with a nominal value of CHF 1.00 per share, if the shares are to be used:

(a) for the acquisition of enterprises, parts of enterprises, or participations, or for new investments, or for the financing or refinancing of such transactions;

(b) for the purpose of the participation of a strategic partner or for the purpose of broadening the shareholder constituency in certain investor markets or in connection with a listing of the shares on domestic or foreign stock exchanges, including in connection with the grant of an over-allotment option to a consortium of banks; or

(c) for the participation of employees or members of the Board of Directors of the Company or of group companies.”

Explanation: The proposed extension of the Authorized Share Capital as per this new art. 3bis paragraph 1 of the Company’s articles of association (Authorized Share Capital) is a replacement of the currently existing, equivalent mandate in the same amount of CHF 6’780’223.00 under the current art. 3bis which will expire on 31 May 2021 and serves the purpose of maintaining an adequate flexibility for the Board of Directors to resolve on capital increases if deemed to be in the best interest of the Company. The increase of the authorized capital for which pre-emptive subscription rights can be excluded as per the new art. 3bis paragraph 2 serves the purposes of extending the Board’s flexibility to use the full Authorized Share Capital as per art. 3bis paragraph 1 in the cases mentioned in art. 3bis paragraph 2.

Participation and Voting Rights

Shareholders registered with voting rights in the share register as of the close of business on 4 September 2020, will be authorized to participate exclusively by means of representation by the independent proxy and to vote at the AGM. From close of business on 4 September 2020 up to and including 17 September 2020, no entries will be made in the share register which would create a right to vote at the AGM.

Shareholders who wish to participate by means of representation by the independent proxy at the AGM may either download the registration form via our website http://ddm-group.ch/investors or request a physical copy by e-mail to ddm@computershare.ch. The registration form should be completed and returned by mail or e-mail to the following address: Computershare Schweiz AG, General meetings, P.O. Box, 4601 Olten, Switzerland; e-mail: ddm@computershare.ch as soon as possible but in any case no later than 15 September 2020. Upon receipt of their registration form shareholders will be provided with voting material (including proxy form) for the AGM.

Voting Registration

Shareholders (i) whose shares are registered in accordance with the Articles of Association of the Company in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479) or otherwise in accordance with Swedish law and (ii) who hold such shares through a nominee must, in order to be entitled to vote by the independent proxy at the AGM, temporarily register the shares in their own name.

For the shares to be re-registered in time, such shareholders should instruct the nominee that manages the shares well in advance of 4 September 2020 for temporary re-registration, so called voting registration. To ensure their registration in time for the AGM, shareholders are therefore kindly invited to issue instructions to their nominee (custodian bank) as soon as possible.

Further Information

For the full invitation to the AGM, including a guideline on how to provide the independent proxy with voting instructions, please see the attached PDF-file or visit http://ddm-group.ch/investors.