Vontobel : Document comparing the proposed new Articles of Association with the current version

Articles of Association

Vontobel Holding AG

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Articles of Association

of

Vontobel Holding AG

with its registered office in Zurich dated 23 June 1994

incorporating amendments dated 21 April 1999, 25 January 2000, January 24, 2001, May 8, 2001, July 3, 2003, April 20, 2004,

April 26, 2005, April 24, 2007, April 27, 2010, April 1, 2014, April 28, 2015, and April 4, 2023

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		I. Name, registered office, duration and object of the Company
		Art. 1
Name, registered	office and duration	A public limited company with the name
		Vontobel Holding AG
		(Vontobel Holding SA)
		(Vontobel Holding Ltd)
		is established with its registered office in Zurich.
		Its duration is unlimited.
		The Company may establish subsidiary companies, branches and representative offices in
		Switzerland and abroad.
		Art. 2
		The object of the Company is to participate in all types of businesses in Switzerland and abroad.
		Vontobel Holding AG is the parent company of the Vontobel Group, which includes Bank
		Vontobel AG in particular.
		The Company may acquire, mortgage and sell real estate property in Switzerland and abroad. It
		may also transact any business that may serve to realize the object of the company.

	II. Financing
	A. Share capital
	Art. 3
Share capital	The Company has share capital of CHF 56,875,000.00 (in words: fifty-six million, eight hundred
	and seventy-five thousand Swiss francs) divided into 56,875,000 fully paid-up registered shares
	each with a nominal value of CHF 1.00.
Shares	Subject to the following provisions, the registered shares of the Company shall be issued as
	simpleuncertificated securities and registered as intermediated securities.
	The transfer of intermediated securities, and the pledging of these intermediated securities as
	collateral, shall be subject to the Swiss Federal Act on Intermediated Securities. If uncertificated
	shares are transferred by assignment, the Company must be notified in order for the transfer to
	be valid. The Company may withdraw shares registered as intermediated securities from the
	custodial system.

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Shareholders may, at any time, request that the Company issue a certificate for the registered shares that they hold. Shareholders shall not have the right to request the printing and delivery of certificates or the right to demand that registered shares issued in one form be converted into another form. However, the Company may, at any time, issue certificates (single share certificates, certificates or global share certificates) or convert uncertificated securities and certificates into another form and cancel issued certificates that are returned to the Company.

If a resolution is passed by the General Meeting of Shareholders, the Company may convert registered shares into bearer shares or bearer shares into registered shares. It may alsoestablish or revoke restrictions on the transfer of registered shares.

B. Registered shares

Art. 4

Restricted transferabilityThe transfer of registered shares shall require the approval of the Board of Directors or a committee designated by the Board of Directors. If listed registered shares are acquired through the stock market, title to the shares shall pass to the acquirer at the time of their transfer to the latter. If listed registered shares are acquired other than through the stock market, title shall pass to the acquirer when the latter applies to the Company to be recognized as a shareholder. The application to be entered in the share register may be submitted electronically.However, in any event, the acquirer may not exercise voting rights associated with the shares or any other rights associated with the voting rights until the Company has recognized the acquirer as a shareholder. The acquirer shall not be subject to any restrictions on the exercising of any other shareholder rights.

The Board of Directors may refuse to recognize an acquirer of registered shares as a full shareholder

1. if the number of registered shares held by the acquirer exceeds 10% of the total number of registered shares entered in the Commercial Register. Legal entities and partnerships with legal capacity that are related to one another through capital ownership or votes or have the same management or are otherwise interrelated, as well as natural persons or legal entities or partnerships that act in concert to circumvent registration restrictions, shall be regarded for the purposes of this provision as being one acquirer; the vested rights of shareholders or shareholder groups (including the right, while retaining beneficial ownership, to contribute shares in companies over which they have full control or to remove the same together with the right to transfer shares within a shareholder group without restriction under this percentage clause and relating to the participation of individual shareholders, in all cases with full retention of voting power), that collectively already held more than 10% of the share capital at the time restricted transferability was introduced by means of a public notice on 25 January 2001, are not affected;

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		b)	if the acquirer, at the request of the Company, fails to expressly confirm that the shares
			were acquired in his/her own name and on his/her own account, that no agreement exists
			regarding the redemption or return of corresponding shares and that the acquirer bears
			the economic risk associated with the shares.
Approval	After the share transfer has been approved, it shall be entered in the share register. The
		Company shall recognize as shareholders or beneficiaries of registered shares only those parties
		that are entered in the share register. If the Company has not yet approved the acquirer on the
		date legal title is transferred, the acquirer shall be entered in the share register as a shareholder
		without voting rights and in this case, the relevant shares shall be deemed to be unrepresented
		at the General Meeting of Shareholders.
Share register	Entries shall not be made in the share register in the period between the issuing of invitations to
		the General Meeting of Shareholders, or a date specified by the Board of Directors,and the day
		following that General Meeting.
		Art. 5
Transfer of title by law	If listed registered shares are acquired through the devolution of the estate of a deceased person,
		the division of the estate (including any formal acquisition in advance of death) or by virtue of a
		matrimonial property regime, the Company may not reject the person acquiring the shares.
		C. Capital increase
		Art. 6
Issue conditions	An increase in the share capital shall require a resolution to be passed by the General Meeting of
		Shareholders in accordance with legal requirements (Art. 650 ff. of the Swiss Code of
		Obligations). The increase shall be implemented by the Board of Directors in accordance with the
		resolution passed by the General Meeting.
Pre-emptive rights	All shareholders shall be entitled to shares offered in any new issue in proportion to their existing

shareholding. This pre-emptive right of shareholders may be revoked by a resolution passed by the General Meeting of Shareholders if there are important reasons for doing so.

D. Bonds

Art. 7

By resolution of the Board of Directors, the Company may issue bonds with or without collateral, including convertible and warrant bonds in particular.

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