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1 Jun 2021

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

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 Tuesday 22 June 2021 at 11:00 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 2020
  3. Appropriation of Available Earnings 2020
  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. Election of a new Board Member
    5.3. Re-Election of the Chairman
    5.4. Re-Election of the Members of the Remuneration Committee
    5.5. Re-Election of the Independent Proxy
    5.6. Re-Election of the Statutory Auditors
  6. Consultative Vote on the Compensation Report 2020
  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 2022 annual general shareholders’ meeting
    7.2. Maximum aggregate amount of variable compensation of the Members of the Executive Management for the business year 2021
    7.3. Maximum aggregate amount of fixed compensation of the Members of the Executive Management during the business year 2022
  8. Compensation for DDM Group Finance S.A. for Brokerage Services during the business year 2020
     

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

Election of a new Board member (Agenda item 5.2)
The Board of Directors proposes to elect Dr. Andreas Tuczka as a new member of the Board of Directors for a term of one year ending after completion of the next annual general shareholders’ meeting.

The curricula vitae of Dr. Andreas Tuczka is available on the Company’s website, http://ddm-group.ch/investors/corporate‐governance

Re-election of the current Chairman (Agenda item 5.3)
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.

Participation and Voting Rights
Shareholders registered with voting rights in the share register as of the close of business on 9 June 2021, 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 9 June 2021 up to and including 22 June 2021, 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 17 June 2021. 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 9 June 2021 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.