Capital Structure
The company's share capital amounts to CHF 65,000,000 consisting of 65,000,000 fully paid in, registered shares with a par value of CHF 1 each.
Shareholder structure Vontobel Holding AG as of 30-06-08
1 Excl. option rights of 0.3% of outstanding shares
On 8th December 2004, the Raiffeisen Group acquired a 12.5% participation in Vontobel Holding AG.
Majority of votes and capital are held by the Vontobel families and shareholder pool.
Shareholder Pooling Agreement
The major shareholders (Dr Hans Vontobel, Ruth de la Cour-Vontobel, Vontrust AG, other shares of family shareholders, Vontobel Foundation, Pellegrinus Holding AG, Vontobel Holding
AG and executive members) are parties to a pooling agreement. This agreement binds specific Vontobel Holding AG shares held by these shareholders. 40% of all issued shares are
bound by the pooling agreement as of 30 June 2008. The members of the pool can freely dispose of any shares not specifically mentioned in the pooling agreement.
The parties to the shareholder pooling agreement exercise their rights at the General Meeting of shareholders uniformly in accordance with the prior resolutions passed by the
pool.
The pooling agreement will remain in effect until 31 December 2017. After this date it will be renewed automatically for three years at a time, provided notice to terminate the
agreement is not given beforehand.
Voting rights restriction
According to Art. 4 of the company's Articles of Association, the transferring of registered shares is subject to approval. According to this Article the Board of Directors
can refuse to recognise a purchaser of registered shares as a shareholder with full rights if
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a)
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the number of registered shares held by the purchaser exceeds ten percent of the total number of shares entered in the Commercial Register or
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b)
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the purchaser does not, upon the request of the company, expressly state that he or she has acquired the shares in his or her own name and for his or her own account.
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Details of the restrictions on the transferability of registered shares can be found in our Annual Report.
Changes of control and defence measures
The Articles of Incorporation do not include an "opting out" or "opting up" clause with regard to the mandatory public take-over offer, as per Art. 22 of the
Stock Exchange Act.Excl. option rights of 0.4% of outstanding shares
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