with B. 16 Interests in and control of the Guarantor The principal shareholders in the Guarantor are Xx. Xxxx Xxxxxxxx, commu- nity of heirs of Xxxx de xx Xxxx-Xxxxxxxx, Vontrust AG, other family share- holders, the Vontobel Foundation, Pellegrinus Holding AG, Vontobel Holding AG itself including all of the subsidiaries (own shares with no voting rights) and executive members (the "Pool Members"). The Pool Members are parties to a shareholder pooling agreement covering specific shares in the Guarantor which are defined in the agreement. As at 31 December 2014, 40% of all shares issued are bound by the shareholder pooling agreement. The Pool Members can freely dispose of any other shares held. Sales of pooled shares in the Guarantor require prior approval by the Pool Members. In the context of long-term cooperation arrangements, the Pool Members signed a participation agreement with the Raiffeisen Switzerland Genossen- schaft on 7 June 2004 pursuant to which Raiffeisen Switzerland Genossen- schaft had purchased a total of 12.5% of the shares in the Guarantor. On 20 June 2014, Raiffeisen Schweiz Genossenschaft announced the termi- nation of this cooperation agreement with effect from 30 June 2017. In this context Vontobel Holding AG made use of its repurchase right and acquired the position of 12.5% shares in the Guarantor for the purposes of cancella- tion. The Guarantor had formally exercised its repurchase right on 29 July 2014. The repurchase of 8.125 million shares of the Guarantor was eventually ef- fected as of 29 August 2014. At the Ordinary General Meeting of the Guar- antor held on 28 April 2015 the shareholders voted in favor of the cancel- lation of the 8.125 million shares repurchased from Raiffeisen Schweiz Genossenschaft.
with B. 15 Description of the principal activities of the Guarantor Pursuant to Article 2 of the Articles of Association, the object of the Guar- antor is to invest in companies of all types in both Switzerland and abroad. The Guarantor is the parent company of the Vontobel Group, which includes in particular Bank Vontobel AG. The Vontobel Group is a Swiss private banking group with international ac- tivities headquartered in Zurich. It specialises in asset management for pri- vate and institutional clients and partners and carries out its activities in three business units, Private Banking, Investment Banking and Asset Man- agement.
with B. 2 Domicile, legal form, applicable legislation and country of incorporation The Guarantor is domiciled in Zurich. Its business address is: Xxxxxxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxxxxxx. The Guarantor is a stock corporation (Aktiengesellschaft) under Swiss law listed on the SIX Swiss Exchange AG and was incorporated in Switzerland. The Guarantor is entered in the commercial register of the Canton of Zurich under register number CH-020.3.928.014-4.
with B. 15 Description of the principal activities of the Guarantor Pursuant to Article 2 of the Articles of Association, the object of the Guarantor is to invest in companies of all types in both Switzerland and abroad. The Guarantor is the parent company of the Vontobel Group, which includes in particular Bank Vontobel AG. The Vontobel Group is a Swiss private banking group with international activities headquartered in Zurich. It specialises in asset management for private and institutional clients and partners and carries out its activities in three business units, Private Banking, Investment Banking and Asset Management.
with B. 15 Description of the principal activities of the Guarantor Pursuant to Article 2 of the Articles of Association, the object of Vontobel Holding AG is to invest in companies of all types in Switzerland and abroad. The Company may acquire, encumber and sell property in Switzerland and abroad. It may also transact any business that may serve to realise its business objective. The Vontobel Group is a Swiss private banking group with international activities headquartered in Zurich. It specialises in asset management for private and institutional clients and partners and carries out its activities in three business units, Private Banking, Investment Banking and Asset Management.
with B. 5 Group structure and position of the Guarantor within the group The Swiss Guarantor is the parent company of the Vontobel Group which consists of banks, capital markets companies and other Swiss and foreign companies. The Swiss Guarantor holds all of the shares in the Issuer.
