Invitation to the 19th Annual General Meeting of the shareholders of Private Equity Holding AG - Seite 2

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 2017):

4.2.1.    Dr. Hans Christoph Tanner

4.2.2.    Bernhard Schürmann

4.2.3.    Martin Eberhard

4.3.    Independent Proxy

The Board of Directors proposes to elect KBT Treuhand AG, Zürich as independent proxy for one year (until the end of the AGM 2017).

4.4.    Election of the auditors

The Board of Directors proposes to re-elect KPMG AG, Zürich, as statutory auditors for another one year term (until the end of the AGM 2017).

5. Reclassification of statutory reserves to free reserves / Distribution from capital contribution reserves

The Board of Directors proposes allocating the full amount of the distribution from the reserve from capital contributions to the free reserve and to distribute CHF 2.75 per registered share from the free reserve. The Company forgoes the distribution to treasury shares held at the time of the distribution.

Since January 1, 2011 according to the Unternehmenssteuerreformgesetz II, distributions in the form of repayment from capital reserves are not subject to deduction of Swiss withholding tax and exempt from income tax for Swiss residents, who hold the shares as a private investment.

Subject to the approval by the AGM the payment date is July, 2016 - details of which will be communicated once available.

6. Capital decrease by cancellation of registered shares

The Board of Directors proposes:

• The cancellation of 250,000 registered shares, each with a nominal value of CHF 6.00, that were acquired by the Company before March 31, 2015 and the corresponding reduction of the share capital by CHF 1,500,000 and of the reserve for treasury shares built in connection with the acquisition of these shares. For these shares, the reserve for treasury shares was built against the reserve from capital contributions.
• to assert that all claims by creditors are covered after the capital reduction pursuant to the special audit report by KPMG AG pursuant to Art. 732 Abs. 2 OR; and
• to amend art. 3 of the Articles of Association as follows:

Bisherige Fassung	Beantragte neue Fassung
Art. 3: Aktienkapital