Phoenix Mecano : Resolutions of AGM 2023

Phoenix Mecano AG

Hofwisenstrasse 6, 8260 Stein am Rhein

Resolution of the

Ordinary Shareholders' General Meeting

Wednesday 17 May 2023, 3:00 p.m.

Vienna House zur Bleiche, Bleicheplatz 1, 8201 Schaffhausen

Agenda and Resolutions

1. Approval of the 2022 management report, financial statements and consolidated financial statements and acceptance of the auditors' reports

Resolution: Approval.

2. Discharge of the members of the Board of Directors and management

Resolution: Discharge granted.

3. Decision on the appropriation of retained earnings and determination of dividend

Resolution: Approval.

4. Elections

4.1 Election of the members and Chairman of the Board of Directors

Resolution: Approval

4.2 Election of the members of the Compensation Committee

Resolution: Approval

4.3 Election of the independent proxy

Resolution: Approval

4.4 Election of the auditors

Resolution: Approval

5. Remuneration

5.1. Advisory vote on the 2022 remuneration report

Resolution: Approval

5.2. Approval of the maximum total amount for Board of Directors remuneration for financial year 2024

Resolution: Approval

5.3. Approval of a maximum total amount for management remuneration for financial year 2024

Resolution: Approval

6. Amendments to the Articles of Incorporation

6.1. Amendment of the company's object

Resolution: Approval

6.2. Conversion of bearer shares into registered shares

Resolution: Approval

6.3. More flexibility in holding Shareholders' General Meetings

Resolution: Approval

6.4. Abolition of the quorum required by the Articles of Incorporation for resolutions of the Shareholders' General Meeting amending the Articles of Incorporation

Resolution: Approval

6.5. Amendment of the rules on maximum remuneration in case of non competition clauses and concerning external mandates of members of the Board of Directors and management

Resolution: Approval

6.6. Amendments to the Articles of Incorporation in connection with changes in the law, in particular the revision of the company law, as well as editorial corrections

Resolution: Approval

Phoenix Mecano AG

Attachment - result of vote

Of the total share capital of CHF 960,500, divided up into 960,500 bearer shares with a par value of CHF 1, Phoenix Mecano AG holds 1900 treasury shares. These treasury shares do not carry voting rights and are not therefore represented. Consequently, a total of 958,600 shares carry voting rights today.

Votes present: 641'272 (representing 66.76 % of the voting rights)

Absolute majority: 320'637 votes

Agenda		YES	NO	Absten-
	tions
		Adoption of the 2021 management
		report including the directors' report,
1.		Group accounts and financial	641'199	53	20
		statements and the acceptance of the
		auditors' report
2.		Discharge of the members of the Board	592'019	36'503	120
	of Directors and Management
		Decision on the appropriation of
3.		retained earnings and determination of	641'252	0	20
		dividends
		Re-election of Benedikt Goldkamp as
4.1.1		member and Chairman of the Board of	602'280	38'972	20
		Directors
4.1.2		Re-election of Dr Florian Ernst as	596'393	44'859	20
		Board member
4.1.3		Re-election of Dr Martin Furrer as	569'269	71'983	20
		Board member
4.1.4		Re-election of Ulrich Hocker as Board	575'138	66'114	20
		member
4.1.5		Re-election of Beat Siegrist as Board	596'393	44'859	20
		member
4.1.6		Election of Dr Anna Hocker as Board	638'707	2'440	125
	member
4.1.7		Election of Claudine Hatebur Calderón	638'712	2'440	120
	as Board member
		Re-election of Dr Martin Furrer as
4.2.1		member of the Compensation	569'169	71'983	120
		Committee
		Re-election of Ulrich Hocker as
4.2.2		member of the Compensation	575'038	66'114	120
		Committee

Agenda		YES	NO	Absten-
	tions
4.2.3		Re-election of Beat Siegrist as member	590'743	50'409	120
	of the Compensation Committee
4.3		Re-election of the independent proxy	641'252	0	20
	Mr Hans Rudi Alder
4.4.		Re-election of the auditors	641'209	43	20
	BDO AG, Zurich
		Advisory vote on the 2022
5.1.		remuneration	598'388	42'854	30
		report
		Approval of a maximum total amount
5.2.		for Board of Directors remuneration for	598'866	42'281	125
		financial year 2024
		Approval of a maximum total amount
5.3.		for management remuneration for	640'921	281	70
		financial year 2024
6.1.		Amendment of the company's object	641'252	0	20
6.2.		Conversion of bearer shares into	641'152	0	120
	registered shares
6.3.		More flexibility in holding Shareholders'	597'002	44'250	20
	General Meetings
		Abolition of the quorum required by the
6.4.		Articles of Incorporation for resolutions	632'818	8'434	20
	of the Shareholders' General Meeting
		amending the Articles of Incorporation
		Amendment of the rules on maximum
		remuneration in case of non
6.5.		competition clauses and concerning	639'018	2'234	20
		external mandates of members of the
		Board of Directors
		Amendments to the Articles of
		Incorporation in connection with
6.6.		changes in the law, in particular the	641'099	153	20
		revision of the company law, as well as
		editorial corrections