2020

05.06.2020 – Private Equity Holding AG

Invitation to the 23rd Annual General Meeting of the shareholders of Private Equity Holding AG

Private Equity Holding AG / Key word(s): AGMEGM
Invitation to the 23rd Annual General Meeting of the shareholders of Private
Equity Holding AG

05.06.2020 / 07:00

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To the shareholders of
Private Equity Holding AG, Zug

This is an unofficial translation of the German version that was sent to
registered shareholders on June 5, 2020, and which can be downloaded from
www.peh.ch.

Zug, June 5, 2020

Invitation to the 23rd Annual General Meeting of the shareholders of Private
Equity Holding AG

Tuesday, June 30, 2020, at 2.00 pm

at the headquarter of Private Equity Holding AG, Gotthardstrasse 28, 6302
Zug

This year's Annual General Meeting will be held in accordance with the
requirements of the Ordinance of the Swiss Federal Council regarding
measures on combatting the Coronavirus. Under the measures taken by the
Swiss Federal Council currently in place, the personal attendance of
shareholders at the Annual General Meeting on site is not possible.

All shareholders have the option of providing the independent proxy with
instructions via written or electronic proxy. This is possible with the
enclosed reply form or electronically via the online platform developed by
ShareCommService AG.

The Board of Directors would like to highlight that no event that can be
attended by shareholders will take place at the General Meeting.

Agenda and proposals of the Board of Directors

1. Welcome

2. Approval of the annual report, the IFRS financial statements and
statutory annual financial statements for the financial year 2019/2020;
acknowledgement of the auditor's reports

After acknowledging the reports of the statutory auditors, the Board of
Directors proposes to approve the annual report, the IFRS financial
statements and statutory annual financial statements for the financial year
2019/2020.

3. Discharge of the Board of Directors

The Board of Directors proposes that discharge be granted to its members for
the financial year 2019/2020.

4. Elections to the Board of Directors

4.1. Board of Directors

The term of the current Directors ends with this Annual General Meeting.

The Board of Directors proposes to re-elect the current members Dr. Hans
Baumgart-ner, Martin Eberhard, Dr. Petra Salesny and Fidelis Götz for
another one-year term ending at the next Annual General Meeting 2021.

4.1.1. Re-election of Dr. Hans Baumgartner to the Board of Directors and as
Chairman

4.1.2. Re-election of Martin Eberhard to the Board of Directors

4.1.3. Re-election of Dr. Petra Salesny to the Board of Directors

4.1.4. Re-election of Fidelis Götz to the Board of Directors

4.2. Compensation Committee

The Board of Directors proposes to elect the following Board members to form
the Compensation Committee for the period of one year (until the end of the
AGM 2021):

4.2.1. Re-election of Martin Eberhard to the Compensation Committee

4.2.2. Re-election of Dr. Petra Salesny to the Compensation Committee

4.2.3. Re-election of Fidelis Götz to the Compensation Committee

4.3. Independent Proxy

The Board of Directors proposes to elect KBT Treuhand AG, Zurich, as an
independent proxy for one year (until the end of the AGM 2021).

4.4. Election of the auditors

The Board of Directors proposes to re-elect KPMG AG, Zurich, as statutory
auditors for another one-year term (until the end of the AGM 2021).

5. Appropriation of available earnings and dividend distribution

The Board of Directors proposes to distribute a total dividend of CHF 1.00
per registered share, of which one half will be distributed from the capital
contribution reserves and one half from voluntary retained earnings. The
Company forgoes the distribution to treasury shares held at the time of the
distribution.

Since the Federal Act on Tax Reform and AHV Financing (STAF) came into force
on January 1, 2020, it is no longer allowed to distribute dividends solely
from capital contribution reserves as completed in previous years.

If this proposal is approved, the total dividend of CHF 1.00 per registered
share will therefore be distributed 50% from voluntary retained earnings,
minus a Swiss withholding tax of 35%. The other 50% of the total dividend
will be distributed from capital contribution reserves, the distribution of
which is tax-privileged, as the capital contribution reserves can be
distributed free of Swiss federal withholding tax and the distribution will
not be subject to income tax for natural persons resident in Switzerland who
hold shares as a private investment.

The board of Directors proposes the following appropriation of retained
earnings. In contrast to the published annual report 2019/2020, the total
gross dividend of CHF 2.00 was adjusted to CHF 1.00 per share. The statutory
auditors have examined the proposal of the Board of Directors regarding the
appropriation of retained earnings and confirmed the compliance with the
Swiss law and the articles of association.

   CHF 1,000
   Net loss                                                          -567
   Retained earnings                                              103,334
   Total retained earnings                                        102,767
   Allocation from capital contribution (reserves from capital      1,295
   contribution) in retained earnings1
   Dividend distribution2                                          -2,590
   - Thereof 50% from capital contribution reserves and 50%
   from retained earnings
   Balance to be carried forward2                                 101,472
1 For tax reasons a preceding reclassification is required from capital
contribution reserves to free reserves before the distribution.

2 Based on 2,750,000 shares less 160,287 treasury shares held by the company
as of June 2, 2020. The number of shares entitled for a dividend
distribution may change due to transactions in treasury shares until the
date of the dividend payment.

If the proposal of the Board of Directors is approved, the distribution will
take place on July 8, 2020. The last trading day that entitles the recipient
to receive the distribution is July 3, 2020. From July 6, 2020, the shares
will trade ex-dividend.

6. Compensation of the Board of Directors

The Board of Directors proposes a total maximum amount of CHF 200,000 to be
paid as compensation to the members of the Board of Directors for the period
of one year (until the next AGM). If re-elected, Dr. Petra Salesny foregoes
the compensation for her work as a member of the Board of Directors.

7. Compensation of the Delegate of the Board of Directors

The Board of Directors proposes an additional compensation to be paid to the
Delegate responsible for the management of the Company. The proposed
additional compensation shall not exceed a maximum amount of CHF 100,000 for
the period of one year (until the next AGM).

8. Miscellaneous

Annual Report

The annual report 2019/2020, the IFRS financial statements and statutory
financial statements are available for inspection at the registered office
of the Company at Gotthardstrasse 28, 6302 Zug, Switzerland from June 5,
2020, Monday to Friday. The annual report is further available for download
at the Company's website ( www.peh.ch). A hard copy can be requested at info
@peh.ch or by calling +41 41 726 79 80.

Voting rights

Shareholders, who are registered with voting rights in the shareholders'
registry of Private Equity Holding AG on the day the invitations are issued,
are invited to vote at the Annual General Meeting. From the day the
invitation to the Annual General Meeting is sent out until the day following
the Annual General Meeting, no new entry in the shareholders' registry shall
be made (Art. 6 par. 2 Articles of Association). Each share holds one vote.
Shareholders who have sold their shares before the Annual General Meeting
are no longer entitled to vote.

Reply form

All shareholders registered with voting rights in the share registry will
receive a reply form along with the invitation to the General Meeting.
Shareholders are kindly requested to return the completed and signed reply
form to the share registry: ShareCommService AG, Europastrasse 29, CH-8152
Glattbrugg, Fax: +41 44 809 58 59.

Proxy voting

As mentioned above, shareholders' physical participation in the General
Meeting is not possible. This also applies to all shareholder
representatives except for the independent proxy.

Shareholders wishing to cast their vote can be represented by the
independent proxy, KBT Treuhand AG (Zurich), represented by Mr Reto Leemann,
fiduciary, who acts as the independent proxy in accordance with article 689c
of the Swiss Code of Obligations.

Unless otherwise instructed, the independent proxy will follow the proposals
of the Board of Directors.

Shareholders also have the option to register on the online platform of the
share registry (Indirect Voting System - IDVS) to provide the independent
proxy with powers and instructions on how to exercise their voting rights
until June 26, 2020, 5 pm.

Shareholders who are not yet registered on this online platform can open a
personal IDVS account using the access data provided in the enclosed form.

If you have further questions, please refer to the support section on the
IDVS homepage for the contact information.

On behalf of the Board of Directors

Dr. Hans Baumgartner
Chairman


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