GVMANAGER ONLINE TERMS OF USE

Use, Scope, and Boundary

With the GVMANAGER Online portal (“portal”), DEVIGUS Engineering AG (“DEVIGUS”), through its division DEVIGUS Shareholder Services, offers a web-based solution for the processing of registrations, electronic voting instructions submitted to the Independent Proxy and proxies to a designated third party in the context of general meetings of listed companies (“Company”). The portal also offers additional functionalities, such as the ordering of publications and the submission of address changes. DEVIGUS reserves the right to extend the functionalities of the portal as well as to enhance it in response to legislative changes without advance notice.

These terms of use shall apply in the legal relationship between DEVIGUS and the Company on the one hand and the shareholder using the portal (“shareholder”) on the other hand.

The German version is legally binding and takes precedence over translations.

Access Codes for the Usage of the Portal

Every shareholder registered in the share register of the Company with the right to vote will be informed appropriately, through the written invitation of the Company to its general meeting, about the possibility to use the portal. In particular, every shareholder shall receive a personal access code allowing him or her to vote electronically or to use other functionalities of the portal in the forefront of the general meeting.

The access code is configured as a one-time code. It allows the log-on to the portal to order an admission card, submit instructions to the Independent Proxy or to designate a third party proxy. The code expires once one of these three options has been confirmed by pressing the “Send” button and after signing out of the portal. Thereafter, other functions, such as the ordering of publications, address changes, etc., are no longer available. A shareholder wishing to revoke or change his or her instructions may request a new one-time code from the share register of the Company.

Authorization to Use and Transferability

All shareholders with the right to participate and vote at the general meeting are authorized to use the portal.

The authorization to use the portal is personal and not transferable.

Availability and Use of the Portal

With the portal, DEVIGUS fulfills the requirements of the Swiss Ordinance against Excessive Compensation at Listed Companies (VegüV) to allow shareholders to vote electronically in the forefront of a general meeting.

The decision to use the portal resides solely with the shareholder. Neither DEVIGUS nor the Company shall take any responsibility for instructions, orders of publications, changes of addresses, etc., which have not been given or are either incomplete or wrong.

Any responsibility is also declined for powers of attorney and instructions declined by the Independent Proxy due to errors in form.

In case a shareholder sends written instructions as well as electronic voting instructions, the date of the last declaration of intention (date of usage of the portal, date of written power of attorney) shall prevail. In case of identical dates, the electronic instructions shall prevail. The electronic or written order of an admission card shall supersede prior voting instructions in any case.

Due Diligence

DEVIGUS shall use its comprehensive expert knowledge and greatest possible care to guarantee a smooth operation of the portal.

The participating shareholder shall take care that his or her personal one-time code is used with appropriate care and protected from unauthorized access.

The participating shareholder shall undertake in all conscience to only use information and access codes designated exclusively to him or her. Any information or access code meant for other participants, made accessible to him or her either accidentally or for any other reason, may not be used but must be reported to DEVIGUS immediately.

Usage of Data and Confidentiality

Based on article 13 of the Federal Constitution of the Swiss Confederation and the Ordinance to the Federal Act on Data Protection, every individual has the right to protection of his or her privacy as well as to protection from abuse of his or her personal data. DEVIGUS complies with these regulations. Personal data is handled strictly confidentially and is neither sold nor transferred to third parties.

The participating shareholder’s data shall be used exclusively for the general meeting in question. The Independent Proxy of the Company is authorized to obtain knowledge of the votes and other instructions submitted through the portal at any time.

The participating shareholder takes note and explicitly agrees that his or her data entered in the portal shall be consolidated in the electronic voting system of DEVIGUS (GVMANAGER) and that, depending on the business case, it may also flow into the share register system of the Company.

DEVIGUS shall strive to protect the databases from unauthorized access, data loss, abuse, or falsification at all times.

When accessing the portal, the following data shall be stored in log files: IP address, date, time, browser request, and generally transferred information, such as the operating system or the browser. This user data constitutes the basis for statistical, anonymous analysis aiming at revealing trends which may allow DEVIGUS to optimize its services. In compliance with the Federal Law on the Surveillance of Post and Telecommunications Traffic (BÜPF), DEVIGUS is bound to retain connection data of the last six months.

Cookies

When using our website, cookies are stored on your device.

Cookies are small text blocks that can be sent from a website to the browser, stored by it and sent back. In the web browser, users can restrict or prevent the use of cookies by adjusting their settings accordingly. Cookies that have already been stored can be deleted at any time.

Disabling cookies for our website may result in the service not being able to be viewed or used to its full extent.

The legal basis for processing personal data using cookies is Article 6 (1) lit. f GDPR.

On this website, cookies are only used to ensure the security and functionality of the offered service. The validity of all used cookies ends at the end of the current session or the closure of the respective website.

Disclaimer

Every shareholder shall accept without any reservation all actions performed on the portal using his or her personal one-time code. This explicitly applies to all instructions submitted once the participant’s authentication has been successful from the portal’s perspective.

DEVIGUS shall take no responsibility for the correct and complete transfer of the given instructions to the portal. The instructions actually arriving at the portal shall be relevant for transmission to the Independent Proxy.

Neither DEVIGUS nor the Company shall be held responsible for instructions declined by the Independent Proxy on legitimate grounds.

Neither DEVIGUS nor the Company shall issue a guarantee to keep the online access to the portal up and running without interruption. Access may be interrupted temporarily in well-grounded cases without prior notice. In case previously entered instructions should get lost, against expectation, in such a situation, neither DEVIGUS nor the Company shall accept any responsibility, insofar as permitted by law.

To prevent unauthorized access, latest security measures are put in place. However, DEVIGUS shall not take any responsibility for illegal interventions performed on the system by hackers or by whatever kind of technique, and shall explicitly decline any liability in this context, insofar as permitted by law.

Indemnification claims on the part of participating shareholders or third parties against DEVIGUS and/or the Company shall, insofar as permitted by law, be explicitly excluded.

Special, foreign legislation may affect the process as implemented in the portal. Therefor no rights for complaints, penalties, or any other kind of consequences against DEVIGUS or the Company shall exist.

References and links to third-party websites are beyond the scope of responsibility of DEVIGUS. Any responsibility for such websites shall be declined. Access and usage of such websites occurs at the user’s own risk.

Changes of the Terms of Use

The existing terms of use may be modified any time; they shall take effect when made available in the portal. By using the portal, the participating shareholder accepts the terms of use.

Place of Jurisdiction, Contact

Place of jurisdiction is Zug, canton Zug. Swiss substantive law is applied. The address of the operating company of the GVMANAGER Online portal is: DEVIGUS Shareholder Services, c/o DEVIGUS Engineering AG, Birkenstrasse 47, CH-6343 Rotkreuz (Zug).

Date: November 2015
Version: V 3.1