Annual Reports 2011 V ontob el Group - Vontobel Holding AG

have additionally granted each other mutual pre-emptive rights of purchase in the
event that Raiffeisen Switzerland sells its interest to a third party or the pool members
sell shares bound by the pooling agreement to a third party prior to the termination
of the cooperation agreement. In all of the above cases, the prevailing market
price shall apply, based on the 60-day, volume-weighted average share price.
Furthermore, in the event that the pool members plan to sell a controlling stake to a
third party that would give said party control over more than 331 /3% of the voting
rights of Vontobel Holding AG, the pool members must offer Raiffeisen Switzerland
the corresponding number of shares for purchase prior to executing the aforementioned
transaction. In this case, the prevailing market price at the time plus an appropriate
control premium will apply. The pre-emptive rights of purchase and the
requirement to tender shares for purchase shall not apply in the event that a public
takeover bid is issued by a third party. Provided Raiffeisen Switzerland does not issue
at least an equivalent public takeover bid of its own, the pool members will decide at
their sole discretion whether to accept or refuse the third-party takeover bid.
Raiffeisen Switzerland has the right to propose a candidate for election to the Board
of Directors of Vontobel Holding AG throughout the duration of the cooperation.
The pool members are required to cast all of the voting rights stemming from their
shareholdings in favour of this representative. In reciprocation, Vontobel Holding AG
has the right to attend the meetings of the Board of Directors of Raiffeisen Switzerland.
Apart from these provisions, the participation agreement contains no voting
rights commitments between the pool members and Raiffeisen Switzerland, nor has
Raiffeisen Switzerland been granted any veto rights. In particular, the pool members
are free to exercise the voting rights stemming from their shareholdings in accordance
with the terms and conditions of the shareholder pooling agreement by which
they are bound (see above), and no understanding or agreements have been reached
that have a bearing on the decision-making processes of the Board of Directors of
Vontobel Holding AG or on the passing of the Board’s resolutions.
The participation agreement essentially ends with the sale of all shares governed by
the pool to Raiffeisen Switzerland (if the pre-emptive rights of purchase are exercised)
or to a third party, in compliance with the provisions of all valid agreements or
with the sale of the shares owned by Raiffeisen Switzerland to the authorized pool
members (if the pre-emptive rights of repurchase are exercised) or to a third party in
compliance with the provisions of all valid agreements, or at the latest upon retransfer
of the interest acquired by Raiffeisen Switzerland to Vontobel Holding AG or to
the pool members following the termination of the cooperation.
The Swiss Takeover Board noted in a Recommendation dated 4 June 2004 that the
purchase of the interest by Raiffeisen Switzerland and the granting of the rights described
above did not trigger an obligation to issue a public takeover bid. Raiffeisen
Switzerland and the pool members do not therefore represent a group that is obligated
to issue a public takeover bid.
1.3 Cross shareholdings
No cross shareholdings exist between Vontobel Holding AG or its subsidiaries and
other corporations that exceed 5% of capital or voting rights.
Information relating to Corporate Governance
Vontobel Group, Annual Reports 2011 47