25TH ANNUAL GENERAL MEETING OF MCH GROUP LTD.
WEDNESDAY, 6 MAY 2026, 4:00 PM (CEST) CONGRESS CENTER BASEL
MI N U T E S
W E L C O M E A N D F O R M A L I T I E S
Andrea Zappia, Chairman of the Board of Directors, opens the 25th Annual General Meeting of MCH Group AG at 4.00 p.m.
The Annual General Meeting is held with simultaneous interpretation in English and German. The Chairman and the participating Group CFO, Eleonora Gennari, deliver their presentations in English. The further remarks and the treatment of the agenda items, including votes and elections, take place in German.
Andrea Zappia welcomes the shareholders and guests present on behalf of the Board of Directors. The Board of Directors and management greatly appreciate that, through their attendance, the shareholders express their continued trust in the Company and their interest in its further development.
The Chairman of the Board of Directors introduces the persons present on the podium:
To his right, he welcomes Raphael Wyniger, who has been appointed Vice Chairman by the Board of Directors for the upcoming term of office and supports him in chairing the Annual General Meeting.
To his left, he welcomes Eleonora Gennari, Group Chief Financial Officer (CFO) and member of the Executive Board of MCH Group since July 2024, who guides the shareholders through the 2025 annual financial statements.
Andrea Zappia then welcomes the other members of the Board of Directors present:
Jeff Palker
Markus Breitenmoser
and Michèle Sutter-Rüdisser.
He notes that Board member James Murdoch is unable to attend today's Annual General Meeting due to prior professional commitments.
Andrea Zappia also welcomes the members of the Group Management Team present:
Roman Imgrüth
Don Lee
Cintia Ferreira
Frederic Michel
and Daniel Marion.
The Chairman further welcomes Dr. Christoph Nertz, attorney-at-law and notary in Basel, as representative of the independent proxy NEOVIUS AG, Basel.
He also welcomes the representatives of the statutory auditors, KPMG AG, Basel:
Marc Stadelmann
Andreas Lövenich
sowie Marius Gass.
Andrea Zappia states that, in accordance with Section 20 of the Articles of Association, he chairs the Annual General Meeting in his capacity as Chairman of the Board of Directors.
The minutes of the Annual General Meeting are taken by Kathrin Ebner, Secretary of the Board of Directors.
The Chairman notes that the invitation to today's Annual General Meeting was issued on 9 April 2026 in due time and in accordance with the Articles of Association. The invitation is published in the "Swiss Official Gazette of Commerce" (SHAB) and sent by post to the shareholders entered in the share register. The personal invitation also contains the motions and explanations of the Board of Directors. The Chairman notes that the Annual General Meeting is therefore duly convened.
Votes and elections are conducted electronically. Nimbus AG, Ziegelbrücke, provides the hardware and software for this purpose. Nimbus AG is also responsible for maintaining the share register and operates the online platform for registration for the Annual General Meeting and for issuing instructions to the independent proxy.
In the event of an unexpected technical failure of the electronic voting system, the Chairman proposes appointing the following persons as scrutineers:
Dr. Paul Rüst, attorney-at-law and notary in Basel
Peter Feiner, Basel
The Chairman thanks both gentlemen for their willingness to assume this task and expresses the hope that their services will not be required.
For the conduct of the votes and elections on agenda items 1 to 6, the Vice Chairman of the Board of Directors, Raphael Wyniger, assumes the chair and conducts these items in German.
NEOVIUS AG, Basel, represented by Dr. Christoph Nertz, attorney-at-law and notary in Basel, acts as independent proxy.
The Chairman informs the meeting that, on 4 May 2026, the independent proxy informed the Company in general terms of the instructions received up to that date. This is in accordance with Article 689c of the Swiss Code of Obligations, pursuant to which such information may be provided no earlier than three days before the Annual General Meeting and the Annual General Meeting must be informed thereof. No further information is disclosed to the Board of Directors by the independent proxy.
Before the Annual General Meeting begins, the Chairman informs those present that the meeting is being recorded. Participants are also asked to switch off their mobile phones or set them to silent mode to ensure uninterrupted conduct of the meeting. In the interest of privacy protection and orderly proceedings, private audio and video recordings during the meeting are not permitted. The Chairman thanks those present for their understanding and compliance.
Finally, the Chairman introduces his remarks on the past financial year, the current course of business and the outlook for 2026. He is supported by Eleonora Gennari, Group Chief Financial Officer (CFO), Roman Imgrüth, CEO Exhibitions & Events and member of the Group Management Team, and Carla Blaser, Regional Head of Marketing Europe & Americas of Art Basel.
P R E S E N T A T I O N S : R E V I E W O F T H E 2 0 2 5 B U S I N E S S A N D F I N A N C I A L Y E A R A N D O U T L O O K F O R 2 0 2 6
Andrea Zappia, Chairman of the Board of Directors and Group CEO ad interim, together with members of the Group Management Team and the Art Basel team, gives a review of the 2025 financial year and an outlook for the current financial year 2026. These presentations are attached to the minutes of this Annual General Meeting as Appendix 1 in PDF format.
The speakers are:
Andrea Zappia, Chairman of the Board of Directors and Group CEO a.i.:
Introduction, Our Business 2025, Outlook MCH Group 2026
Eleonora Gennari, Group CFO und member of the Executive Board
Financial Year 2025
Roman Imgrüth, CEO Exhibitions & Events and member of the Group Management Team
Exhibitions & Events 2025
Carla Blaser, Regional Head of Marketing Europe & Americas der Art Basel
Art Basel in Basel 2026
T R E A T M E N T O F T H E A G E N D A I T E M S
Andrea Zappia hands over the chair for the treatment of agenda items 1 to 6 to Vice Chairman Raphael Wyniger, who continues in German.
Presence
Before resolutions are passed on the individual agenda items, the attendance at today's Annual General Meeting is announced: 62 shareholders are present in person. A total of 26,057,692 shares and voting rights are represented, corresponding to 87.90% of the registered shares and voting rights. The independent proxy represents 25,555,912 voting rights. The shareholders present in person accordingly represent 501,780 shares and voting rights.
Quorums
Raphael Wyniger explains that all agenda items require the majority of the votes cast. Abstentions are not counted.
Voting process
Raphael Wyniger explains the voting process and the handling of electronic voting devices. A test vote is conducted.
Due to a technical issue with the electronic voting system during the test vote, the Chairman interrupts the Annual General Meeting between 4:50 p.m. and 5:00 p.m. for a 10-minute break. After the technical issue has been resolved, the Annual General Meeting continues at 5:00 p.m. with a repetition of the test vote. The votes and elections are subsequently conducted properly without further technical issues.
Requests to speak
Raphael Wyniger asks the meeting to register any requests to speak on the individual agenda items. The shareholder, Dr. Christof Maria Merki, Vaduz, registers a request to speak on agenda item 1.
The Chairman notes that no further requests to speak are registered and proceeds to the explanations of the Board of Directors and the votes on the individual agenda items.
Approval of the Management Report, the Consolidated Financial Statements, and the Annual Financial Statements 2025, and acknowledgement of the Auditor's Reports 2025
A request to speak is registered for this agenda item. Following a brief introduction to the agenda item, Raphael Wyniger invites shareholder Dr. Christof Maria Merki, Vaduz, to the speaker's lectern and gives him the floor.
Christof Maria Merki comments on the development of the Company since the end of Baselworld. He states that, following a difficult phase, MCH Group is on the right path, is developing new formats, and is expanding. At the same time, he refers to the development of the share price, which he considers unsatisfactory.
Christof Maria Merki criticizes the political discussions concerning the participation of the Canton of Basel-Stadt in the Company, in particular the June 2025 debate regarding a possible withdrawal by the Canton and subsequent calls for nationalization of the Company. He expresses the view that a successful turnaround of the Company requires that it be able to operate without political interference.
In this context, Christof Maria Merki addresses a question to the Board of Directors and the CEO regarding their assessment of the political developments mentioned. He also appeals in particular to the two representatives of the Canton of Basel-Stadt on the Board of Directors, Raphael Wyniger and Michèle Sutter-Rüdisser, to actively represent the interests of the Company.
Raphael Wyniger thanks the speaker and hands over the response to the question to the Chairman of the Board of Directors.
Andrea Zappia, Chairman of the Board of Directors, thanks the speaker for his comments and for acknowledging the progress achieved by the Company to date. He states that the end of Baselworld and the effects of the COVID-19 pandemic have placed a significant burden on the Company. A business model focused on physical meetings and events has suffered under the restrictions caused by the pandemic.
Andrea Zappia notes that the Company has been able to overcome this phase in particular thanks to the support of major shareholders, namely the Canton of Basel-Stadt and Lupa Systems. Through their participation in the capital increase, they have made a significant contribution to the stabilization and further development of the Company.
Regarding the development of the share price, Andrea Zappia explains that the Board of Directors and management closely monitor the situation. He points out that there is not necessarily a direct correlation between operational business development and the share price. The Company's objective is to achieve a sustainable improvement in liquidity and operational performance through continuous growth, the development of new formats, expansion into new regions, and efficiency improvements.
Andrea Zappia further explains that the share price is influenced by various external factors. In particular, he refers to the comparatively limited liquidity of the share, which restricts visibility in the capital markets and among analysts. Accordingly, positive operational development may only be reflected in the share price with a delay.
Finally, Andrea Zappia emphasizes the constructive cooperation within the Board of Directors. The representatives of the major shareholders as well as the independent members of the Board of Directors support the Company and the Executive Board in their efforts to continuously improve operational development.
In his capacity, he has not observed political interference in the operational activities of the Company. The focus of all parties involved is on the sustainable improvement of the Company's performance in the interest of all shareholders.
Raphael Wyniger thanks Andrea Zappia for answering the question. He returns to agenda item 1 and explains the proposal of the Board of Directors.
Proposal:
The Board of Directors proposes to approve the Management Report, the Consolidated Financial Statements, and the Annual Financial Statements 2025 and to take note of the Auditor's Reports 2025.
Vote and results:
Cast votes
26'046'837
100.00 %
Majority of the cast votes
13'023'419
Yes
26'041'542
99.98 %
Raphael Wyniger states that the Annual General Meeting has approved the proposal of the Board of Directors by a large majority.
Advisory vote on the report on non-financial matters 2025 Proposal:
The Board of Directors proposes to approve the report on non-financial matters 2025 in a
non-binding advisory vote.
No requests to speak are registered for this agenda item.
Vote and results:
Cast votes
26'033'172
100.00 %
Majority of the cast votes
13'016'587
Yes
25'912'067
99.53 %
Raphael Wyniger states that the Annual General Meeting has approved the proposal of the Board of Directors by a large majority.
Appropriation of retained earnings Proposal:
The Board of Directors proposes the accumulated losses of CHF -121.3 million in the account of
the holding company MCH Group Ltd. to be carried forward. No requests to speak are registered for this agenda item.
Vote and results:
Cast votes
26'041'393
100.00 %
Majority of the cast votes
13'020'697
Yes
26'034'142
99.97 %
Raphael Wyniger states that the Annual General Meeting has approved the proposal of the Board of Directors by a large majority.
Discharge of the members of the Board of Directors and the Executive Board Proposal:
The Board of Directors proposes that discharge be granted to the members of the Board of
Directors and the Executive Board for their activities in the business year 2025.
No requests to speak are registered for this agenda item.
Vote and results:
Cast votes
12'487'778
100.00 %
Majority of the cast votes
6'243'890
Yes
12'477'217
99.92 %
Raphael Wyniger states that the Annual General Meeting has approved the proposal of the Board of Directors by a large majority.
Elections
Board of Directors
Proposal:
The Board of Directors proposes to elect individually
Markus Breitenmoser, as a member (present)
James R. Murdoch, as a member (present)
Jeffrey Palker, as a member (present)
Andrea Zappia, as a member and chairman (present)
to the Board of Directors for a term of office of one year, ending at the conclusion of the Annual General Meeting 2027.
No requests to speak are registered for this agenda item.
Vote and results:
5.1.1 Markus Breitenmoser
Cast votes
25'570'280
100.00
%
Majority of the cast votes Yes
12'785'141
25'568'150
99.99
%
5.1.2 James R. Murdoch
Cast votes
25'566'696
100.00
%
Majority of the cast votes Yes
12'783'349
25'254'584
98.78
%
5.1.3 Jeffrey Palker
Cast votes
25'569'380
100.00
%
Majority of the cast votes Yes
12'784'691
25'195'078
98.54
%
5.1.4 Andrea Zappia
Cast votes
25'568'960
100.00
%
Majority of the cast votes
Yes
12'784'481
25'427'801
99.45
%
Raphael Wynigew states that the Annual General Meeting approves by a large majority the re-election of the proposed members of the Board of Directors and of the Chairman of the Board of Directors.
Governance, Nomination and Compensation Committee (GNCC) Proposal:
The Board of Directors proposes to elect individually
Raphael Wyniger, as a member and chairman (present)
Jeffrey Palker, as a member (present)
Andrea Zappia, as a member (present)
to the Governance, Nomination and Compensation Committee (GNCC) for a term of office of one year, ending at the conclusion of the Annual General Meeting 2027.
No requests to speak are registered for this agenda item.
Vote and results:
5.2.1 Raphael Wyniger
Cast votes
25'570'615
100.00
%
Majority of the cast votes Yes
12'785'308
25'219'184
98.63
%
5.2.2 Jeffrey Palker
Cast votes
25'567'715
100.00
%
Majority of the cast votes Yes
12'783'858
25'126'838
98.28
%
5.2.3 Andrea Zappia
Cast votes
25'568'638
100.00
%
Majority of the cast votes
Yes
12'784'320
25'123'802
98.26
%
Raphael Wyniger states that the Annual General Meeting approves by a large majority the re-election of the members of the Governance, Nomination and Compensation Committee (GNCC) and of the Chair of the GNCC.
Auditor Proposal:
The Board of Directors proposes to re-elect KPMG AG, Basel, as auditor for a term of office until the approval of the Business Report 2026.
No requests to speak are registered for this agenda item.
Vote and results:
Cast votes
26'044'674
100.00 %
Majority of the cast votes
13'022'338
Yes
25'937'630
99.59 %
Raphael Wyniger states that the Annual General Meeting has approved the proposal of the Board of Directors by a large majority.
Independent voting rights representative Proposal:
The Board of Directors proposes to re-elect NEOVIUS AG, Advokaten und Notare, Hirschgässlein 30, 4051 Basel as independent voting rights representative for the term of one year until the end of the Annual General Meeting 2027.
No requests to speak are registered for this agenda item.
Vote and results:
Cast votes
26'050'576
100.00 %
Majority of the cast votes
13'025'289
Yes
26'047'011
99.99 %
Raphael Wyniger states that the Annual General Meeting has approved the proposal of the Board of Directors by a large majority.
Remuneration of the Board of Directors and the Executive Board
Advisory vote on the Remuneration Report 2025
Proposal:
The Board of Directors proposes to approve the Remuneration Report 2025 in a non-binding advisory vote.
No requests to speak are registered for this agenda item.
Vote and results:
Cast votes
25'563'590
100.00 %
Majority of the cast votes
12'781'796
Yes
25'098'046
98.18 %
Raphael Wyniger states that the Annual General Meeting has approved the proposal of the Board of Directors by a large majority.
Approval of the remuneration of the Board of Directors 2027
Proposal:
The Board of Directors proposes to approve the maximum aggregate amount of CHF 660,000 (gross, including employer contributions to social security) as remuneration for the Board of Directors for the financial year 2027.
No requests to speak are registered for this agenda item.
Vote and results:
Cast votes
25'573'925
100.00 %
Majority of the cast votes
12'786'963
Yes
25'503'274
99.72 %
Raphael Wyniger states that the Annual General Meeting has approved the proposal of the Board of Directors by a large majority.
Approval of the short-term variable remuneration of the Executive Board 2025 Proposal:
The Board of Directors proposes to approve the amount of CHF 308,171 (gross, excluding employer contributions to social security) as short-term variable remuneration for the Executive Board for the financial year 2025.
No requests to speak are registered for this agenda item.
Vote and results:
Cast votes
25'572'964
100.00 %
Majority of the cast votes
12'786'483
Yes
25'162'901
98.40 %
Raphael Wyniger states that the Annual General Meeting has approved the proposal of the Board of Directors by a large majority.
Approval of the fixed remuneration of the Executive Board 2027
Proposal:
The Board of Directors proposes to approve the maximum aggregate amount of CHF 2,500,000 (gross, including employer contributions to social security) as fixed remuneration of the Executive Board for the financial year 2027.
No requests to speak are registered for this agenda item.
Vote and results:
Cast votes
25'572'874
100.00 %
Majority of the cast votes
12'786'438
Yes
25'455'452
99.54 %
Raphael Wyniger states that the Annual General Meeting has approved the proposal of the Board of Directors by a large majority.
Approval of the long-term variable remuneration of the Executive Board 2027 Proposal:
The Board of Directors proposes to approve the maximum aggregate amount of CHF 400,000 (gross, excluding social insurance contributions) as the grant value of the long-term variable remuneration of the Executive Board for the financial year 2027.
No requests to speak are registered for this agenda item.
Vote and results: | ||
Cast votes | 25'573'048 | 100.00 % |
Majority of the cast votes | 12'786'525 | |
Yes | 25'454'483 | 99.54 % |
Raphael Wyniger states that the Annual General Meeting has approved the proposal of the Board of Directors by a large majority.
C L O S I N G O F T H E M E E T I N G
Andrea Zappia thanks Raphael Wyniger for conducting the statutory part of the Annual General Meeting.
On behalf of the Board of Directors and the Executive Board, he thanks the shareholders for the trust expressed through their approval of the motions.
Andrea Zappia invites the shareholders and guests present to an apéro offered following the Annual General Meeting.
The Chairman closes the meeting at 5.37 p.m. Basel, 6 May 2026
For the minutes:
Andrea Zappia Kathrin Ebner
Chairman of the Board of Directors Secretary of the Board of Directors
APPENDIX 1:
- Presentations at the 25th Annual General Meeting (PDF)
MCH GROUP /
Generalversammlung 2026 Annual General Meeting 2026Mai 2026
Andrea ZappiaPräsident des Verwaltungsrats Group CEO a.i.
MCH Group strengthened its financial performance, improving profitability and liquidity.
In a challenging environment, with tariffs and exchange rates impacting our US operations, the Group achieved significant progress following its strategic priorities - operational excellence, innovation and revamped customer focus.
We expanded Art Basel and diversified our portfolio, paving the ground for health.tech | global summit launch and laid the operational foundation for the next phase of expansion.
We have improved our legal and governance framework to minimize complexity, better monitor performance, drive accountability and optimize investment allocation.
3
Art Basel strengthened its international presence through new initiatives (Zero 10, Art Basel Awards) and market expansion. The launch of Art Basel Qatar opens access to a growing region for the international art market.
Exhibitions & Events delivered numerous own and guest events, attracting more than 680,000 participants and contributing significantly to regional value creation and international industry networking, and created a Joint Venture to launch the health.tech | global summit. We were also one of the fundamental contributors to the Eurovision Song Contest implementation and success.
Live Marketing Solutions delivered more than 2,300 projects and activations worldwide, with particularly strong performances in the United States and the Middle East. We successfully redefined the operating model of our Swiss-based division, Expomobilia.
At Group level, we kicked off a three-year plan of targeted investments in IT systems and infrastructure to correct legacy problems and create a robust foundation for scalable future growth.
4
Andrea Zappia
Group CEO a.i.
Eleonora Gennari
Group CFO
Cintia Ferreira
Group CPO
Frederic Michel
Group CCCAO
Daniel Marion
Group CIO
CEO Chief Executive Officer CFO Chief Financial Officer CPO Chief People Officer
CCCAO Chief Communications & Corporate
Noah Horowitz
CEO Art Basel
Roman Imgrüth
CEO Exhibitions & Events
Don Lee
CEO Live Marketing Solutions
CIO
Affairs Officer
Chief Information Officer
5
Eleonora Gennari
Group Chief Financial Officer (CFO)
Finanzjahr 2025
Financial Year 2025
Financial Year 2025: Profitability improvements
Despite market volatility, we improved profitability, strengthened our financial position, and continued to invest in new platforms.
Revenues slightly below 2024 (adverse foreign exchange effects & event cycle timing).
Group EBITDA increased by around 50% year-on-year - reflecting a stronger focus on higher-margin activities and an improved operating model.
Net profit significantly higher than in the previous year
Cash generation turned positive.
8
CHF 435.7m
CHF 442.5m*
CHF 393.7m
CHF 429.5 m
430
410
390
370
350
2023 2024 2025*at constant exchange rates, revenues grew by 2%
9
CHF 51.2m
CHF 34.5m
CHF 12.3m
50
40
30
20
10
0
2023 2024 202510
25
20 CHF 18.6m
CHF 3.0m
CHF -12.8m
15
10
5
0
-5
-10
-15
2023 2024 202511
40 CHF 30.4m
CHF -86.2m
CHF -6.6m
20
0
-20
-40
-60
-80
-100
2023 2024 202512 MCH Group PowerPoint Slidedeck 2025
CHF 66.0m
CHF 69.7m
CHF 36.4m
80
70
60
50
40
30
20
10
0
2023 2024 202513
Unser Business 2025
Our Business 2025
Video Business Year MCH Group 2025
Art Basel 2025
- Strong Art Basel shows in Basel, Miami Beach, Hong Kong, and Paris - plus the successful inaugural edition of Art Basel Qatar in February, featuring 87 participating galleries
17
− Launching new formats like Zero10, Art Basel Awards, while advancing existing ones: Art Basel Shop, curated sectors including Parcours, Unlimited, Meridians, and Encounters
− Citywide activations in all Art Basel locations
Reaffirming its role as the premier fair in Asia
Featuring 240 galleries from 42 countries and territories, the fair welcomed 85,500 visitors, with strong international attendance and a clear return to pre-pandemic scale
The fair further strengthened its position as Asia's leading art platform, with wide media reach and strong alignment with Hong Kong's institutional landscape
18