ASMALLWORLD AG, Zurich
Invitation to the
virtual Annual General Meeting
Dear Shareholders
We are pleased to invite you to the virtual Annual General Meeting of ASMALLWORLD AG.
Date and Time
25 April 2025 at 09:30 a.m.
Place
electronic shareholder platformwww.gvote.ch
INTODUCTION
Welcome by Michael Manz, Chairman of the Board of Directors of ASMALLWORLD AG.
Reporting on the business year 2024 by the CEO of ASMALLWORLD AG.
AGENDA
1. Approval of the Management Report, the Financial Statements of ASMALLWORLD AG and the Consolidated Financial Statements for the 2024 Financial Year; Acknowledgement of the Auditor's Reports (Vote 1)
The Board of Directors proposes the approval of the management report, the ASMALLWORLD AG financial statements and the consolidated financial statements for the 2024 financial year, taking note of the auditor's reports.
2.
Discharge from Liability of the Members of the Board of Directors and Management (Vote 2)
The Board of Directors proposes to discharge its members and the members of the Executive Committee from liability for the financial year 2024.
3. Appropriation of Available Earnings of ASMALLWORLD AG for 2024 (Vote 3)
The Board of Directors proposes to carry forward the company's gain of CHF 13'910'854.95 to the 2025 account.
4. Elections of the Board of Directors (Votes 4 to 7)
In connection with the regular election of the Board of Directors, we hereby inform you that Mr. Jan Luescher will not stand for re-election and will therefore step down from the Board of Directors.
4.1 Re-election of the Board Chair (Vote 4)
The Board of Directors proposes to re-elect Michael Manz as Member and Chairman of the Board of Directors until the end of the next Annual General Meeting.
4.2 Re-election of Board Members (Votes 5 & 6)
The Board of Directors proposes the re-election of Dr. Fabian Hoeffer von Loewenfeld (aka Alexander Koenig / 5) and Christopher Hartley (6) as Members of the Board, each by individual vote and each until the end of the next Annual General Meeting.
4.3 Election of new Members (Votes 7)
A shareholder proposes the election of Philipp Büchs as a member of the Board of Directors until the end of the next Annual General Meeting.
5. Re-elections of the Compensation Committee (Votes 8 & 9)
The Board of Directors proposes the re-election of Michael Manz (8) and Dr. Fabian Hoeffer von Loewenfeld (aka Alexander Koenig / 9) as members of the Compensation Committee, each by individual vote and each until the end of the next Annual General Meeting.
6. Re-election of the Statutory Auditor (Vote 10)
The Board of Directors proposes the re-election of PricewaterhouseCoopers AG, Zurich, as statutory auditor for the financial year starting on January 1, 2025.
7. Re-election of the Independent Proxy (Vote 11)
The Board of Directors proposes the re-election of bellpark legal ag, Zurich, as Independent Proxy until the end of the next Annual General Meeting.
8. Votes on Compensation for the Members of the Board of Directors and the Executive (Votes 12 to 15)
8.1 Vote on the compensation of the Board of Directors for the financial year 2026 (Vote 12): The Board of Directors proposes approval of CHF 50'000 (incl. employer contributions to social security) for the financial year 2026.
8.2 Vote on the fixed compensation of the Management for the financial year 2026 (Vote 13): The Board of Directors proposes approval of fixed compensation for the Management of CHF 1'000'000 (incl. employer contributions to social security) for the financial year 2026.
8.3 Vote on the variable compensation of the Management for the financial year 2025 (Vote 14): The Board of Directors proposes approval for the Management in the form of options of CHF 500'000 (including employer contributions to social security) and CHF 1'500'000 in cash (including employer contributions to social security) for the financial year 2025.
8.4 Vote on the variable Compensation of the Management for the financial year 2024 (Vote 15): The Board of Directors proposes approval of an amount of variable compensation for the Management in the form of options of CHF 32'505 (32'272 Optionen Options, including employer contributions to social security) and CHF 50'000 in cash (including employer contributions to social security) for the
financial year 2024.
9. Increase of the Conditional Share Capital pursuant to Article 3b of the Articles of Association in Connection with the Participation Program (Vote 16)
The Board of Directors proposes to the General Meeting to increase the conditional share capital pursuant to Article 3b of the Articles of Association of the Company in connection with the participation program from the current CHF 995,000.00 by CHF 1,005,000.00 to a new total of CHF 2,000,000.00. In this context, Article 3b of the Articles of Association shall be amended accordingly and shall read as follows:
Bedingtes Ak-tienkapital
Artikel 3b
Das Aktienkapital der Gesellschaft kann um maximal CHF 2'000'000.00 erhöht werden durch Ausgabe von höchstens 2'000'000 neue, voll zu liberierende Namenaktien mit einem Nennwert von je CHF 1.00. Die Erhöhung des Aktienkapitals erfolgt durch die Ausübung von Optionsrechten, welche durch die Gesellschaft oder eine ihrer Tochtergesellschaften in Form von solchen Rechten im Zusammenhang mit einem Beteili-gungsprogramm eingeräumt wurden.
Zum Bezug der neuen Namenaktien sind die jeweiligen Inha-ber von Optionsrechten berechtigt Die Bedingungen der Opti-onsrechte, einschliesslich Ausübungsfrist und - preis, richten sich nach einem von Verwaltungsrat festzulegenden Beteili-gungsplan. Das Vorwegzeichnungsrecht und das Bezugsrecht der Aktionäre der Gesellschaft sind ausgeschlossen
Article 3b
Conditional Share Capital
The share capital of the Company will be increased by a maximum of CHF 2'000'000.00 throughout the issuance of a maximum of 2'000'000 new, fully paid in registered shares with a nominal value of CHF 1.00 each. The increase of the share capital will occur through the exercise of options to be granted by the Company or one of its subsidiaries in connection with an equity incentive plan.
Only the bearers of such options shall be entitled to obtain such new registered shares. The conditions of the exercise of the options rights, including time period and issue price, shall be in accordance with an equity incentive plan to be adopted by the Board of Directors. The advance subscription right and the pre-emptive right of the sharehold-ers of the Company shall be excluded.
Access to the Virtual General Meeting
According to Article 11, Paragraph 1 of the Articles of Association, the general meeting can be conducted using electronic means and without a specified meeting location. The virtual general meeting is accessible via the electronic shareholder platformwww.gvote.ch and will take place on April 25, 2025. Access is provided by using your personal username and password. As a shareholder, you should have received the access data by post mail. If this is not the case, please contactgeneralversammlung@computershare.ch
Online Proxy Voting
Shareholders have the option to cast or change their votes electronically from April 4, 2025, at 07:00 AM, until April 18, 2025, at 11:59 PM. Please visit the websitewww.gvote.ch and log in with your username and password for this purpose. As a shareholder, you should have received the access data by post mail as of April4. 2025. If this is not the case, please contactgeneralversammlung@computershare.ch
Power of attorney to the independent proxy
The independent proxy (bellpark legal ag, Ausstellungsstrasse 41, 8005 Zurich) shall approve all announced proposals of the board of directors on my behalf if I have not given electronic instructions to the contrary. In the event that additional or amended proposals to announced agenda items and/or new proposals are submitted at the ordinary general meeting of shareholders or by the board of directors, I instruct the independent proxy empowered by me to exercise my votes on unannounced proposals in accordance with the proposal of the board of directors, provided I have not given specific instructions for the exercise of my voting rights on unannounced proposals.
Organizational matters
The invitation in German is the original text. In the event of any discrepancies, the German text shall take precedence over this English translation.
Annual Report and Auditors' Reports
The Annual Report 2024 contains the management report, the financial statements of ASMALLWORLD AG, the consolidated financial statements, the remuneration report, and the reports of the auditors for the financial year 2024. Shareholders can download the Annual Report 2024 viahttps://www.asmallworldag.com/financial-reports
Contact
ASMALLWORLD AG, Investor Relations, Seidengasse 20, 8001 Zurich E-Mail:info@asmallworldag.com
ASMALLWORLD AG
For the Board of Directors
Michael Manz, Chairman of the Board