Vontobel : Invitation to the 2023 Ordinary General Meeting of Shareholders

Invitation to the

40th Ordinary

General Meeting

of Shareholders

of Vontobel Holding AG

Dear shareholders,

We are pleased to invite you to the Ordinary General Meeting

of Shareholders of Vontobel Holding AG.

Tuesday April 4, 2023 5.30 p.m.

Doors open at 4.30 p.m.

Kongresshaus Zurich Kongresssaal, entrance "K" Claridenstrasse 5, 8002 Zurich

Agenda

The Board of Directors proposes the following items and motions to the Ordinary General Meeting of Shareholders for discussion and for resolutions to be passed:

1. Annual Report: Annual financial statements and consolidated financial statements 2022, report of the external auditors
   The Board of Directors proposes that the annual financial statements and consolidated financial statements 2022 be approved.
   Explanation: The Annual Report 2022, with the annual financial statements and the consolidated financial statements 2022, is also available online at: vontobel.com/financial-reporting. Based on the findings of its audit, the external auditors Ernst & Young AG recommend that the annual financial statements and the consolidated financial statements be approved.
2. Granting of discharge to the members of the Board of Directors and the Executive Committee for the year 2022
   The Board of Directors proposes that discharge be granted to the members of the Board of Directors and the Executive Committee for the financial year 2022.
   Explanation: The Company is not aware of any circumstances, based either on the audit performed by the external auditors or otherwise, that would prevent the granting of discharge.

3 Appropriation of retained earnings

The Board of Directors proposes that the following amount available to the General Meeting of Shareholders be appropriated as follows1:

Net profit for the year		in CHF mn	298.6
Retained earnings from prior year		in CHF mn	838.5
Retained earnings		in CHF mn		1,137.1
Retained earnings approved by resolution		in CHF mn	23.3
Reserves from capital contributions		in CHF mn	0.8
General statutory reserves2		in CHF mn	20.8
Distributable statutory reserves		in CHF mn		21.6
Own shares of capital3		in CHF mn	−57.3
At the disposal of the General Meeting of Shareholders		in CHF mn		1,124.8

Dividend from retained earnings of CHF 3.00 per dividend-entitled share with a nominal value of CHF 1.00.

Total dividend4		in CHF mn	168.0
Allocation to general statutory retained earnings		in CHF mn
Allocation to retained earnings by resolution		in CHF mn
Carried forward to the new accounting period5		in CHF mn	956.8
At the disposal of the General Meeting of Shareholders		in CHF mn		1,124.8

1. The amounts shown in the tables are rounded, which is why they do not add up exactly to the totals shown.
2. Eligible general statutory reserves that exceed the statutory minimum requirement (Art. 671 para. 2, 3 and 4 of the Swiss Code of Obligations).
3. Restriction on the distribution of dividends equivalent to the cost of acquiring own shares (Art. 959a para. 2 item 3 let. e of the Swiss Code of Obligations).
4. Depends on the number of dividend-entitled shares, max. 56.875 million as of December 31, 2022. The treasury shares held by Vontobel Holding AG at the time of the distribution of the dividend are not entitled to a dividend.
5. Depends on the total dividend distributed.

If the motion is approved, the dividend will be paid out from April 12, 2023, after the deduction of 35 percent withholding tax.

Explanation: Based on the result for 2022 and the Company's distributable equity, the Board of Directors proposes an attractive distribution of CHF 3.00 per dividend-entitled share with a nominal value of CHF 1.00. This corresponds to a payout ratio of 73 percent. Based on the closing price of the Vontobel share of CHF 61.30 on December 30, 2022, this represents an attractive dividend yield of

4.9 percent. The proposed dividend is in line with the Company's sustainable dividend policy. The external auditors have confirmed that the proposed appro­ priation is in accordance with Swiss law and the Articles of Association.