Notice to participate at the Annual General Meeting of Shareholders of DDM Holding AG
This year's Annual General Shareholders' Meeting (the "AGM") of DDM Holding AG (First North Growth Market: DDM), (the "Company") will take place on Thursday 29 June 2023 at 11:00 am CEST at the offices of Advoro Zurich AG, Bellerivestrasse 21, 8008 Zurich, Switzerland, as a physical meeting. 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. Approval of the Annual Report, the Statutory Financial Statements and the Consolidated Financial Statements 2022
2. Appropriation of Available Earnings 2022
3. Discharge of the Members of the Board of Directors and of the Members of the Executive Management
4. Elections:
4.1 Re-Elections of the current Board Members
4.1.1 Andreas Tuczka
4.1.2 Erik Fällström
4.1.3 Joachim Cato
4.2 Re-Election of the Chairman
4.3 Re-Election of the Members of the Remuneration Committee
4.3.1 Andreas Tuczka
4.3.2 Erik Fällström
4.4 Re-Election of the Independent Proxy
4.5 Re-Election of the Statutory Auditors
5. Consultative Vote on the Compensation Report 2022
6. Votes on the Compensation of the Members of the Board of Directors and the Executive Management:
6.1 Maximum aggregate amount of fixed 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 2024 annual general shareholders' meeting
6.2 Maximum aggregate amount of variable compensation of the Members of the Executive Management for the business year 2023
6.3 Maximum aggregate amount of fixed compensation of the Members of the Executive Management during the business year 2024
7. Consultative Vote on Related Party Transactions
8. Partial Revision of the Articles of Association
8.1 Revision of Provisions regarding the General Shareholders' Meeting
8.2 Revision of Provisions regarding the Board of Directors
8.3 Deletion of Provisions regarding Authorized Share Capital and Introduction of a Capital Band
Decision proposals in brief
Re-elections of the current Board members (Agenda item 4.1)
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:
4.1.1. Andreas Tuczka
4.1.2. Erik Fällström
4.1.3. Joachim Cato
Re-election of the current Chairman (Agenda item 4.2)
The Board of Directors proposes to re-elect Andreas Tuczka 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 on 16 June 2023 (until 05:00 p.m. CEST) will be authorized to participate and to vote at the AGM. From 05:01 p.m. CEST on 16 June 2023, up to and including 29 June 2023, 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: Generalversammlung@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: Generalversammlung@computershare.chas soon as possible but in any case no later than 26 June 2023. Upon receipt of their registration form shareholders will be provided with an admission card and 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 16 June 2023 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.