Phoenix Mecano : Articles of Incorporation

Articles of incorporation

of Phoenix Mecano AG

Stein am Rhein, 17 May 2023

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1. Company Name, Registered Office, Duration and Object

Article 1

An Aktiengesellschaft [joint stock company] under the name Phoenix Mecano AG (Phoenix Mecano SA), with registered office in Stein am Rhein, is established for an indefinite period.

Article 2

The company's object is the acquisition, permanent administration and financing of investments in industrial undertakings, trading companies and service enterprises of all kinds in Switzerland and abroad, having as their main objects in particular the development, production and sale of enclosures, electromechanical and mechanical components and system and software solutions, the utilisation of technical expertise or consulting, and the carrying-on of all business directly or indirectly related to this object. The company may acquire and utilise tangible or intangible assets on its own account or on behalf of others as well as acquire, hold and dispose of business premises.

1. Share Capital, Shares

Article 3

The company has a share capital of CHF 960,500 (nine hundred and sixty thousand five hundred Swiss francs). It is divided into 960,500 fully paid-up registered shares with a par value of CHF 1 each.

Ownership of a share implies acceptance of the Articles of Incorporation.

The threshold for the obligation to submit an offer within the meaning of Article 135 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FinMIA) is 45% of the voting rights.

Article 4

In the event of capital increases, each shareholder shall be entitled to a portion of the newly issued shares in proportion to its existing shareholding.

The Shareholders' General Meeting may exclude or restrict the subscription right for important reasons.

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Article 5

Subject to the provisions below, the company's registered shares shall be issued as uncertificated securities (within the meaning of the Swiss Code of Obligations) and held as intermediated securities (within the meaning of the Swiss Federal Intermediated Securities Act). The transfer of registered shares held as intermediated securities and the pledging of these intermediated securities as collateral shall be based on the provisions of the Swiss Federal Intermediated Securities Act. The company may withdraw shares issued as intermediated securities from the custodian system.

The shareholder is not entitled to have registered shares issued in a particular form or to demand conversion into a particular form. Each shareholder may, however, at any time request a written confirmation from the company of the registered shares held by said shareholder, as reflected in the share register.

The Board of Directors may, on the other hand, print and deliver individual or global certificates for shares at any time. Under the conditions set forth by statutory law, the company may convert its registered shares from one form into another form at any time and without the approval of the shareholders. The company shall bear the cost of any such conversion.

Article 6

The company shall keep a share register in which the names/company names, addresses and email addresses of the owners and usufructuaries of the company's shares are recorded. In relation to the company, the shareholder or usufructuary of shares is the person entered in the share register. If a person entered in the share register changes any of these details, they must notify the company of this. As long as this has not happened, all communications from the company to the address or email address previously entered in the share register shall be deemed to have been sent legally to the person entered in the share register.

Upon request, acquirers of registered shares shall be entered in the share register as shareholders or usufructuaries with voting rights if they expressly declare that they have acquired these registered shares in their own name and for their own account. If the acquirer is not willing to make such a declaration, the company may refuse registration with voting rights. Acquirers may also be rejected if they do not expressly declare that:

1. there is no agreement to take back or return the shares concerned; and
2. they bear the economic risk associated with the shares.

The application for an entry in the share register may be submitted electronically.

The Board of Directors is responsible for maintaining the share register. This task may be delegated within the company or to a third party.

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1. Company Organs

Article 7

The company's organs are:

1. the Shareholders' General Meeting;
2. the Board of Directors;
3. the Auditors.

1. The Shareholders' General Meeting

Article 8

The ordinary Shareholders' General Meeting shall be held each year within six months of the end of the financial year, at a venue in Switzerland determined by the Board of Directors.

Extraordinary Shareholders' General Meetings shall be called in the cases provided for by law as well as by resolution of the Board of Directors or the Auditors. A Shareholders' General Meeting can also be called at the request of one or more shareholders, alone or together representing at least 5% of the share capital or the votes. The request must be made in writing and state the agenda items to be discussed and the proposals.

Article 9

Invitations to the Shareholders' General Meeting shall be issued at least twenty days in advance of the meeting in a form provided for in these Articles of Incorporation.

The invitation must contain the date, the starting time, the form and the location of the Shareholders' General Meeting, the agenda of the meeting, the proposals by the Board of Directors together with a brief explanation of these proposals and where applicable the proposals of the shareholders, together with a brief explanation and the name and address of the independent proxy. The agenda items may be presented in summary form in the invitation, provided that further information is made available to the shareholders by other means.

Shareholders representing alone or together at least 0.5% of the share capital or the votes may request the inclusion of an item on the agenda. The written request including the shareholder's agenda items and proposals must reach the company at least 45 days prior to the Shareholders' General Meeting. Under the same conditions, shareholders may request that proposals on agenda items be included in the invitation.

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At least twenty days in advance of the ordinary Shareholders' General Meeting, the annual report, Auditors' report, remuneration report and audit report on the remuneration report shall be made accessible to shareholders. If the documents are not accessible electronically, any shareholder may request that they be sent a copy in good time.

Article 10

The Shareholders' General Meeting may be held at different venues at the same time. In this case, the oral contributions of participants must be transmitted directly in sound and vision to all venues.

The Board of Directors may provide that shareholders who are not present at (any of) the venue(s) are able to exercise their rights electronically.

The Shareholders' General Meeting may also be held without a venue, using only electronic means (including telephone, video conferencing or other audiovisual or electronic means of communication).

The Board of Directors shall regulate the use of these electronic means. It shall ensure that the identity of the participants is established, the oral contributions at the meeting are directly transmitted, each participant can submit proposals and participate in the debate, and the result of the vote cannot be falsified.

Article 11

Those shareholders or usufructuaries who are entered in the share register on the date designated by the Board of Directors are entitled to attend the Shareholders' General Meeting and to exercise participation rights, in particular the right to vote.

Shareholders may be represented at the Shareholders' General Meeting by their legal representative, another third party with written authorisation or the independent proxy. All the shares held by a shareholder may be represented by one person only.

Each share entitles the holder to one vote at the Shareholders' General Meeting.

Article 12

The Shareholders' General Meeting shall elect an independent proxy. Natural or legal persons or unincorporated firms shall be eligible for election.

The term of office of the independent proxy shall conclude at the end of the ordinary Shareholders' General Meeting following the proxy's election. The term may be renewed.

If the company does not have an independent proxy, the Board of Directors shall appoint one for the next Shareholders' General Meeting.

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