Vontobel : Information concerning voting on item 7

General Meeting of Shareholders 2022

Information concerning voting on item 7 (Consultative vote on the Compensation Report and votes on the aggregate amounts of compensation

of the Board of Directors and of the Executive Committee)

2 Vontobel General Meeting of Shareholders / April 6, 2022

Introduction

In accordance with Art. 18 of the Ordinance against Excessive Compensation with regard to Listed Stock Corporations (OaEC), the General Meeting of Shareholders of Vontobel Holding AG votes separately each year on the aggregate amount of compensation of the Board of Directors and of the Executive Committee. Voting

by the General Meeting of Shareholders is binding.

The Board of Directors of Vontobel Holding AG will therefore propose to the General Meeting of Shareholders of April 6, 2022, under item 7, that the Compensation Report 2021 be approved in a consultative vote and that the aggregate amounts of compensation of the Board of Directors and of the Executive Committee be approved.

It should be noted that voting is carried out partly on

a prospective basis and partly on a retrospective basis. Voting on the compensation of the Board of Directors and on the base salary of the Executive Committee

is carried out on a prospective basis. In the case of the short-term bonus (cash and blocked bonus shares), voting is carried out at the end of the one-year performance period, i.e. retrospectively. The number of bonus shares also determines the potential of the long-term bonus (Long-Term Incentive Program, LTI). Conse- quently, the budget for performance shares (maximum aggregate amount for performance shares for the next three years) is voted on prospectively. If the long-term bonus determined at the end of the performance period is higher than the original budgeted amount, a further

vote is held to approve the difference. However, this is only possible if the business performed well during the last three years, since it is only then that the relevant factors (average return on equity and average capital ratio) as well as the share price at the end of the period can exceed the original assumptions made at the time of budgeting.

The following votes will therefore be held at the General Meeting of Shareholders 2022:

1. Compensation Report (consultative): Retrospectively for the year 2021
2. Fixed compensation of the Board of Directors: Prospectively for the period from the General Meeting of Shareholders 2022 to the General Meeting of Shareholders 2023
3. Fixed compensation of the Executive Committee: Prospectively for the period from July 1, 2022, to June 30, 2023
4. Short-termbonus of the Executive Committee: Retrospectively for the year 2021 (comprising
   50 percent cash and 50 percent bonus shares)
5. Budget for performance shares of the Executive Committee (LTI): Prospectively for the period 2022 to 2024
6. Additional amount for performance shares for
   2019 to 2021 of the Executive Committee: Difference compared to the budget approved by the General Meeting of Shareholders 2019.

The following chart provides an overview of the votes:

Voting on compensation

Consultative vote on Compensation Report­ 2021

Maximum aggregate fixed compensation of members of Board of Directors for forthcoming term of office

Maximum aggregate fixed compensation of members of Executive Committee for period from 1 July 2022 to 30 June 2023

Maximum aggregate performance-related compensation of Executive Committee for prior financial year that has ended

Additional amount for performance shares of the Executive Committee, which relate to bonus shares for 2018 (approved at the General Meeting of Shareholders 2019) and will vest in 2022.

Maximum aggregate amount for performance shares 2022-2024 of Executive Committee

  = General Meeting

2019	2020	2021	2022	2023	2024
		Compensa-
		tion system
		and govern-
		ance
		Perfor-
		mance
		period
	Performance period
				Performance period

Detailed information can be found in the Compensation Report 2021 of Vontobel Holding AG at vontobel.com/compensation-report.

Vontobel General Meeting of Shareholders / April 6, 2022 3

2021 results: Key figures

Vontobel remained on track in 2021 and took important strategic steps towards its "Lighthouse Ambition 2030", which states that by 2030, we will be recognized as one of the leading and most respected investment firms in all our markets. In the year under review, Vontobel therefore continued to invest in new talents with new capabili- ties, as well as in technologies. We also strengthened our commitment to selected markets. The high level of trust that clients place in Vontobel and its successful positioning in the market were reflected by the pleasing growth in operating income, which rose by 21 percent to a record CHF 1,536 million in 2021, as well as by the very good Group net profit of CHF 383.8 million (+48 percent compared to 2020), which also reached a record level. This very good result was also reflected by a return on equity of 18.8 percent, significantly exceeding the midterm target of 14 percent set for 2022. Advised client assets totaled CHF 268.1 billion at the end of 2021, an increase of 8 percent compared to the end of 2020. We once again saw the benefits of our proven investment processes and the recognized expertise of our investment teams, which translated into a continued net inflow of new money. With a net new money growth rate of

3.7 percent, we came close to our ambitious 4-6 percent target range in 2021.

The Board of Directors' confidence in Vontobel's strategy and its active capital management are demonstrated

by its dividend proposal. Despite the acquisition that was completed in 2021 and the acquisition planned for 2022, the Board of Directors is proposing a dividend of CHF 3.00 per dividend-entitled share, an increase of one-third compared to the previous year (CHF 2.25). With this attractive profit participation, the payout ratio for the very successful financial year 2021 is 45 percent, slightly below the mid-term target of at least 50 percent.

7.1 Consultative vote on the Compensation Report The Board of Directors of Vontobel Holding AG proposes in item 7.1 that the Compensation Report 2021 be approved by shareholders in a consultative vote.

Vontobel's compensation policy is aligned with our corporate essence and core values. Our compensation system supports employees who take responsibility and display entrepreneurship and foresight while placing clients at the center of all that they do. The consistent and predictable nature of the compensation system over time is extremely valuable and has proved to be in the interests of all Vontobel stakeholders.

The compensation system also encourages all employees to take part in the share participation plan and thus promotes an entrepreneurial, prudent and long-term mindset and approach among all employees and management. On average, members of the Executive Committee held more than five times their base salary in Vontobel shares at the end of 2021.

Furthermore, both our compensation system and individual compensation payments at Vontobel are consistently aligned with the "Pay for performance" principle.

Importantly, our compensation system also helps us to attract, develop and retain those talented professionals who are best suited to Vontobel and fit well with our culture. In this context, we place an emphasis on attracting talented individuals who believe they can achieve success at and with Vontobel and are therefore willing to assume entrepreneurial risk and to join the company on a base salary that is sometimes lower than the market rate. When success is achieved and good performance is delivered over the long term, our compensation together with the share participation plan develop in line with, or slightly exceed, the market rate. It is in Vontobel's interests to not only attract but also retain top performers.

In our Compensation Report, we are committed to sharing information clearly, transparently and in the simplest way possible. The Compensation Report 2021 explains in detail how Vontobel's strategy and culture are reflected in our compensation policy.

These five compensation principles apply in particular in this context:

1. Pay for performance
2. Drive culture
3. Aligned and long-term oriented
4. Competitive
5. Compliant

The Compensation Report also explains in detail, and with the highest possible level of transparency, the Executive Committee's objectives and the extent to which they are achieved. As part of our commitment to trans- parency, we also provide answers to frequently asked questions in a separate chapter of the Compensation Report.

Further, the Compensation Report includes the confirmation of compliance with equal pay between women and men (Bank Vontobel AG and Vontobel Asset Management AG). As part of the new legal framework, an internal equal pay analysis was successfully carried out by external experts. The correct implementation of this analysis was subsequently verified by the Social Partnership Office for Equal Pay in the Banking Industry (SF-LoBa).

4 Vontobel General Meeting of Shareholders / April 6, 2022

Compensation of the Board of Directors

7.2 Maximum aggregate amount of the fixed compensation of the members of the Board of Directors for the forthcoming term of office

The members of the Board of Directors only receive fixed compensation, which is not dependent on the financial results of Vontobel Holding AG. The fixed compensation consists of the following components:

COMPENSATION COMPONENTS

Fixed fee	50 % paid	The fixed fee for the mandate as a member of the Board of Directors of Vontobel
	in cash	Holding AG is paid half in cash and half in shares.
	50 % paid	The allocation of shares that are blocked for a period of three years serves as a
	in shares	long-term incentive, resulting in an alignment with shareholder interests. Members
		of the Board of Directors thus participate in the long-term success of the company
		and the long-term performance of the Vontobel share.
		Shares are allocated at an accepted value of 80 % of the average price in the
		month of December of the year prior to the year in which the payment is paid out.
		These shares may not be sold, pledged or transferred during the blocking period.
Further fees	100 % paid	The fee for the mandate as a member of the Board of Directors of Bank Vontobel AG,
	in cash	which is controlled by Vontobel Holding AG, and the daily fees/meeting attendance
		allowance as well as expenses are paid 100 % in cash.
Pension payments		The Chairman of the Board of Directors has an ordinary employment relationship
(only for the Chairman		in Switzerland. He therefore receives statutory pension fund benefits like all other
of the Board of Directors)		employees. The other members of the Board of Directors do not receive pension
		fund benefits.

In item 7.2, the Board of Directors proposes the approval of a maximum aggregate amount of the fixed compensation of the members of the Board of Directors of CHF 4,800,000 for the forthcoming term of office (from the General Meeting of Shareholders 2022 to the General Meeting of Shareholders 2023).

The amount is CHF 420,000 lower than in the previous year. In the forthcoming term of office, the Board of Directors will again consist of nine members (previous year: ten) and a lower reserve has been planned, for example, for additional of Board or Committee meetings.

This proposal also includes the fee paid to the Chairman, who presides over the Board of Directors as a whole and represents it internally and externally. Vontobel has a full- time Chairman who performs a central function within the Board of Directors and in collaboration with the CEO and the Executive Committee and has a key role in shaping Vontobel's strategy, communications and culture.

The fixed aggregate compensation of the members of the Board of Directors, including the Chairman of the Board of Directors, proposed to the General Meeting of Shareholders for the forthcoming term of office includes a reserve for these other compensation components: Employer contributions to the pension fund and supplementary fund, as well as daily fees and meeting attendance allowances. The amount that is the subject of this vote does not include employer social security contributions (AHV, ALV, IV) or additional advisory fees that are unrelated to the function as a member of the Board of Directors and are disclosed separately in the Annual Report.

Vontobel General Meeting of Shareholders / April 6, 2022 5

Compensation of the members of the Board of Directors for the financial year (pursuant to Art. 663b bis of the Swiss Code of Obligations)

										2021	2020
				COMPENSATION	COMPENSATION	OTHER	TOTAL FIXED		TOTAL FIXED
				PAID IN CASH	PAID IN SHARES 1	COMPENSATION	COMPENSATION		COMPENSATION
NAME		FUNCTION		CHF 1,000	CHF 1,000	CHF 1,000	CHF 1,000		CHF 1,000
Herbert J. Scheidt 2		Chairman		1,250.0	1,250.0			2,500.0	2,500.0
Bruno Basler		Vice-Chairman	193.6	60.0			253.6	251.9
Dr. Maja Baumann		Member	149.3	60.0				209.3	209.3
Dr. Elisabeth Bourqui		Member	144.4	60.0				204.4	231.9
David Cole		Member	170.1	60.0				230.1	229.3
Dr. Michael Halbherr 3		Member	108.4	45.0				153.4
Stefan Loacker		Member	149.1	60.0				209.1	209.3
Clara C. Streit		Member	143.6	60.0				203.6	222.9
Andreas Utermann 3		Member	113.9	45.0				158.9
Björn Wettergren		Member	144.4	60.0				204.4	222.9
Total			2,566.8	1,760.0				4,326.8	4,077.5
MEMBERS RESIGNED
Dr. Frank Schnewlin 4		Vice-Chairman	46.2	15.0			61.2	249.3

1. Allocation of shares of Vontobel Holding AG that are subject to a holding period of three years, during which they cannot be sold.
2. In the year under review, Herbert J. Scheidt received CHF 89,340 (previous year CHF 76,666) of fees for Board memberships outside the company that he holds in connection within his role at the company.
3. Member of the Board of Directors since April 20, 2021
4. Retired from the Board of Directors on April 20, 2021

Independence of the members of the Board of Directors As of December 31, 2021, the majority of members of the Board of Directors of Vontobel Holding AG met the independence criteria prescribed in the FINMA Circular 2017/1 "Corporate governance - banks" margin no. 17-22.They are: Herbert J. Scheidt, Bruno Basler, Dr. Elisabeth Bourqui, David Cole, Dr. Michael Halbherr, Stefan Loacker, Clara C. Streit and Andreas Utermann.

Dr. Maja Baumann and Björn Wettergren are members of the Vontobel and de la Cour families. They are members of the governing bodies of the majority shareholders and have participations in family holding companies.

No member of the Board of Directors of Vontobel Holding AG exercised any operational management functions for Vontobel Holding AG or any of its subsidiaries.