GoingPublic-Schweiz-2019-e

Editorial

Brave new world?
Keeping a cool head

Switzerland shows a fighting spirit despite economic slowdown in the eurozone
“Capital-rich investors create a good base for IPOs”

Interview with Valeria Ceccarelli, Head Primary Markets, SIX
Sustainable investment in Switzerland

72% market growth in 2018
ICOs vs STOs vs IEOs?
Dr Reto Luthiger, Dr Wolfgang Müller, Dr Alexander Vogel, Meyer lustenberger Lachenal
Digital assets are increasingly taking over the regulated world of finance
Fintech – the rescue of the Swiss financial industry?
Prof Dr Thomas Ankenbrand, Denis Bieri, Lucerne University
Traditional banks must position themselves and be ready for innovation
“Platform-based business models are the future of the financial sector”

Interview with Stefan Muehlemann, CEO and founder of Loanboox
Proxy fights
Hans-Jakob Diem, Dr Patrick Schleiffer, Lenz & Staehelin
Not only activist shareholders are favourising “crucial votes”
“The UPC transaction makes sense“

Interview with André Krause, CFO, Sunrise Communications
Around the world in a matter of seconds
Cédric Baumgartner, EQS Group
Efficient and accurate communication over a newswire
“Communication in times of internationalisation“

Interview with Marlen Schrader, Member of the Management Board and Chief Sales Officer, EnglishBusiness
Corporate reporting as an expression of social responsibility
Prof Dr Thomas Berndt, University of St. Gallen
Sustainability reports must be consistent, honest and trustworthy
Lots of capital and an attractive economic framework

Issuer survey of Swiss companies
Partner Portraits
Imprint

2019 Pﬂichtblatt an allen deutschen Wertpapierbörsen September 2019 – 12,50 EUR (D) – www.goingpublic.de Das Kapitalmarktmagazin GoingPublic Magazin Special Capital Market Switzerland (Vol. 7, 2019) Model for the future? It doesn’t work without CSR Safe haven How the ﬁnancial industry Signiﬁcance of suistainable invest- Swiss issuers talk about the qualities will strive for success ments is growing continuously of their domestic stock exchange

Editorial Editorial Brave new world? Dear readers, Svenja Liebig, Editor GoingPublic Magazin For the seventh time, you hold the special edition of Going Public, “Capital Market Switzerland”, in your hands. In relationship terms, people talk about the “seven-year itch” – but in this case, the infamous curse that strikes after seven years of bliss is anything but true. On the contrary! In the past, we have seen that the Swiss capital market has so much to offer that producing a special edition only once a year almost cannot do it justice. However, we do our best. We start with the consistently solid IPO market – which proves it can conﬁdently handle billions of transactions even in turbulent times marked by geopolitical insecurity (see, for example, Stadler Rail) – then move on to the hot topic of digitalisation in the ﬁnancial sector, i.e. ﬁntech. The strong connections in Switzerland between the old and new world (which are crucial to stay competitive at a global level) are demonstrated by a very recent case: in August of this year, the FINMA gave two Swiss cryptocurrency startups, SEBA and Sygnum, a banking licence. Furthermore, more and more established, traditional Swiss banking institutions are dipping their toes into the water of cryptocurrency, often by way of a service provider. This is not a bad idea – to bring cryptocurrency assets out of their regulatory grey zone and increasingly establish them as part of the banking world, a certain degree of state control is clearly necessary. “The market for digital assets has [...] developed strongly and is quickly penetrating into the world of ﬁnancing opportunities due to the increased focus on security tokens,” stress Dr Luthiger, Dr Müller and Dr Vogel, solicitors from the Meyerlustenberger law ﬁrm, on pages 18–20. With regard to regulation, Switzerland is unfortunately struggling more and more against the tide of regulation, despite its non-EU status. This is causing difﬁculties in attracting smaller and mid-sized enterprises to the capital market, similar to difﬁculties experienced in its neighbouring country of Germany. This is the case even though the Swiss stock exchange SIX has been trying for many years to make access to the capital market easier for the very same SMEs with its “Stage” Program (see, for example, the SIX interview on pages 10–12). After all, SMEs are just as much a part of Switzerland as capital-rich companies such as Richemont. Nevertheless, in an era of increasing environmental awareness and corporate responsibility, some equivalents to EU legislation may be suitable for Switzerland. Implementation of the CSR Directive has been mandatory in EU Member States since 2017, but is still optional in Switzerland. Larger companies in particular already make use of the content of this Directive, since international investors increasingly value non-ﬁnancial aspects when it comes to making their investment decisions. Prof. Thomas Berndt from the University of St. Gallen provides more information on the topic of sustainability reports in his article, which starts on page 40. As you can see, we try to do right by this abundance of exciting topics that currently inﬂuence the Swiss ﬁnancial market. We hope that this year we have once again put together a good selection of topics for your reading pleasure. On that note, enjoy! Special “Capital Market Switzerland 2019“ 3

Inhalt The Swiss capital market is well respected by international investors – in addition, they try to be on top with digitization as well. Interview with Valeria Ceccarelli, SIX Pages 10–11 Proxy fights have become increasingly frequent in Switzerland. However, generally the board of directors of the company has a substantial advantage in the contest. Hans-Jakob Diem, Lenz & Staehelin Pages 28–31 The telecommunications provider Sunrise is very busy at the moment: they are aiming for a takeover of UPC – even despite resistance by major shareholder freenet. Interview with André Krause, Sunrise Pages 32–33 3 Editorial Brave new world? Introduction & Background 6 Keeping a cool head Switzerland shows a fighting spirit despite economic slow- down in the eurozone 10 “Capital-rich investors create a good base for IPOs” Interview with Valeria Ceccarelli, Head Primary Markets, SIX Financing & Investment 14 Sustainable investment in Switzerland 72% market growth in 2018 18 ICOs vs STOs vs IEOs? Digital assets are increasingly taking over the regulated world of finance Dr Reto Luthiger, Dr Wolfgang Müller, Dr Alexander Vogel, Meyer lustenberger Lachenal 22 Fintech – the rescue of the Swiss financial industry? Traditional banks must position themselves and be ready for innovation Prof Dr Thomas Ankenbrand, Denis Bieri, Lucerne University 26 “Platform-based business models are the future of the financial sector” Interview with Stefan Muehle- mann, CEO and founder of Loanboox Being Public/Investor Relations 28 Proxy fights Not only activist shareholders are favourising “crucial votes” Hans-Jakob Diem, Dr Patrick Schleiffer, Lenz & Staehelin 32 “The UPC transaction makes sense“ Interview with André Krause, CFO, Sunrise Communications 34 Around the world in a matter of seconds Efficient and accurate commu- nication over a newswire Cédric Baumgartner, EQS Group 38 “Communication in times of internationalisation“ Interview with Marlen Schrader, Member of the Management Board and Chief Sales Officer, EnglishBusiness 40 Corporate reporting as an expression of social respon- sibility Sustainability reports must be consistent, honest and trust- worthy Prof Dr Thomas Berndt, University of St. Gallen 42 Lots of capital and an attractive economic framework Issuer survey of Swiss companies Service 46 Partner Portraits 47 Imprint 4 Special “Capital Market Switzerland 2019”

Thank You.* *) The Special “Capital Market Switzerland“ was published with the support of:

Introduction & Background Keeping a cool head Switzerland shows a ﬁghting spirit despite economic slowdown in the eurozone It’s no secret that the Swiss capital market is a heavyweight. With around 200 share issuers, the leading index SMI has a market cap of more than CHF 1 tn, or CHF 1,000 bn – similar in size to the DAX. Recently, the leading Swiss index has also made DAX & Co. look pale in comparison in other ways. Increasing challenges like geopolitical crises and technological disruptions are also keeping the crisis-proof Swiss busy. By Svenja Liebig I n mid-June of this year, the Swiss capital market had a reason to celebrate: for the ﬁrst time in its more than 30-year history, the leading Swiss index SMI broke the 10,000-mark and thus hit a new record. As a quick reminder: next to SPI, the Swiss Performance Index, the Swiss Market Index comprises the 20 biggest Swiss shares – including “celebrities” like Nestlé, Swatch and chocolate specialist Lindt & Sprüngli. SMI also represents between 80% and 85% of the stock market and serves as a founda- tion for assets like options, futures and ETFs. However, the index managed to score points not only for the short term; the SMI is also impressive in an international com- parison. The main Swiss index increased by more than 10% within twelve months, while its German counterpart – the DAX – slid slightly into negative ﬁgures in the same time period. Solid as a rock As it does time and again, the Swiss ﬁnan- cial centre has proven itself astonishingly robust, even though Swiss exchange equi- valence has been suspended by the EU since 1 July. As a result, Swiss shares are not tradable on the Frankfurt Stock Exchange or other European stock ex- changes for the time being. But there haven’t been any serious consequences for the Swiss exchange operating body SIX – quite the opposite, in fact. Revenue in the trade of shares has actually risen signiﬁcantly since then, as trade has concentrated exclusively on the Swiss domestic capital market. Financial market I X S © : e c r u o S in the participants are nevertheless all in agree- ment that exchange equivalence should be re-established long term. Ultimately, both Switzerland and the EU would proﬁt from a positive relationship with one another. The IPO market in Switzerland is seeing a similar picture to that in the rest of Europe – with just four total IPOs as yet, the IPO year of 2019 is relatively unlikely to go down in history. For comparison, by this time last year, there were around twice as many new listings. However, the Swiss did bring one of the biggest Euro- pean issuers to the market ﬂoor: the train manufacturer Stadler Rail. Other IPOs are expected by the end of the year, for example from Softwareone and vending machine manufacturer Selecta. The previ- ous total issue volume of CHF 2.3 bn mean- while shows that the Swiss primary market is tried and tested when it comes to highly capitalised companies. “Based on the ﬁrst half of the year, we are the number two in Europe in terms of IPO transaction volume – directly after the LSE Group,” emphasises Valeria Ceccarelli in an interview with GoingPublic (see page 10). Crises affect 2019 – good prospects for 2020 Even if Switzerland enjoys being seen as a safe harbour in the global economy, the Alpine republic unfortunately cannot remain completely untouched by eco- nomic or geopolitical crises. The State Secretariat for Economic Affairs SECO expects the rest of the 2019 ﬁnancial year to see moderate GDP growth of a lean 1.2%. The general weakening of the global economy could put the brakes on Swiss foreign trade. Moreover, the already strengthened franc is adversely affecting exports. According to SECO, the demand for Swiss products could bottom out over the course of the year. Declining utilisation alongside great uncertainty could also hamper companies’ invest- ments in their production capacities. 6 Special “Capital Market Switzerland 2019”

Introduction & Background IPOs in Switzerland 2019 – overview of all new shares Alcon Inc. / ALC Aluflexpack AG / AFP Medacta Group SA / MOVE ISIN Sector Date of Listing Market Cap Proceeds CH0432492467 ISIN pharmacy 9 April Sector CH0453226893 ISIN industrial packaging Sector Date of Listing 28 June Date of Listing CHF 29.5 bn Market Cap (at the IPO) CHF 389 m Market Cap secondary listing Proceeds CHF 169 m Proceeds CH0468525222 medtech 4 April CHF 4.3 bn CHF 1.5 bn Performance since Listing +7% Performance since Listing +2,3% Performance since Listing -18% Sales 1st HY 2019 CHF 1.9 bn Sales 2018 CHF 202 m Sales 2018 CHF 298 m Stadler Rail / SRAIL SMI – Swiss Market Index ISIN Sector Date of Listing Market Cap Proceeds rail vehicles 12 April CHF 4.3 bn CHF 1.5 bn CH0002178181 ISIN CH0009980894 Start Composition 20-top-shares Switzerland Market Cap 1 One-Year Performance 2 +14% 1) based on the market capitalization of all SMI values, closing price 6 September 2019 2) in the period from September 2018 to September 2019 30. Juni 1988 CHF 1,044 bn Performance since Listing +15% Sales 2018 CHF 2.0 bn Major uncertainties include the (still!) unclear outcome of Brexit, the trade conﬂict between the USA and China and Italy’s unstable economic and ﬁnancial situation. However, the group of experts still expects an upturn in the Swiss eco- nomy for 2020, with aGDP growth forecast at around 1.7%. Switzerland: a stronghold of biotech Crisis-proof, highly capitalised companies and ﬁnancial robustness are as Swiss as cheese and chocolate. Also typically Swiss are the biotech and pharma indust- ries. Three biotech giants – Roche, Novar- tis and Lonza – are listed on the SMI. The industry is experiencing a steady upwind: according to the Swiss Biotech Report published in May, sector revenues of Swiss biotechs were increased by 6% to CHF 4 bn compared to 2017. Capital invest- ments in listed biotech companies also experienced a signiﬁcant upswing. According to a survey, the foundation for this sustained growth over many years is laid by the industry, with investments in research and development that have been increasing for years and which increased by a further 32% in 2018. In 2018, Swiss biotech companies continued to invest the majority of the funds available through proﬁts and ﬁnancing transactions in R&D. Banks versus banks? The banking sector is just as inseparably linked to Switzerland as the biotech sector. And not without good reason – major international banks like UBS and Special “Capital Market Switzerland 2019“ 7

Introduction & Background Fig. 1: Three megatrends at the Swiss financial market Economic uncertainties Market structures Tax and regulatory frameworks are still high are changing dynamically are important Low interest regime Trend of isolation Digital innovations Competition by non- banks Tax burden Access to market Source: SwissBanking Medienkonferez Bankenbarometer, 29.8.2019 from Surveys Julius Baer are headquartered here. The sector has famously suffered some disrup- tions in recent years – keyword: ﬁntech. the SwissBanking “Banking Barometer 2019” show that the structural reorganisation of the banking sector will continue in the coming years in the face of lower margins and increasing digitalisation. Traditional ﬁnancial institu- tes must also continue to assert themsel- ves against their digital “competition” – ﬁntechs, a few of which are operating with full banking licences. The Swiss ﬁntech sector also saw an exorbitant in- crease of 62% last year. The traditional ﬁnancial sector is developing in exactly the opposite direction (see more on this in the article by Prof Thomas Anken- brand and Denis Bieri, Lucerne Uni- versity of Applied Sciences and Arts, page 22). Traditional ﬁnancial institutions should therefore remain even more open to new developments in order to remain competitive. Sustainability is just as big a megatrend as digitalisation in the ﬁnancial sector, SXI Bio+Medtech-Index (ISIN CH0017810794) Source: Tai-Pan 8 Special “Capital Market Switzerland 2019” especially with regard to asset management. In view of climate change and the growing interest in ESG topics, investors are incre- asingly placing value on the sustainability of their investments. According to a study by Swiss Sustainable Finance, as much as CHF 716 bn was situated in sustainable in- vestments in Switzerland in 2018. Trend: upward. We therefore take a more in- depth look at this topic on page 14, where we introduce you to select Swiss sustai- nability-driven stocks. Summary While Switzerland’s neighbours like Germany are afraid of the big bad “R” word at the moment, the Swiss are a bit more optimistic – though the economic worries in the eurozone are leaving a mark here as well. Challenges like disruptive technologies, increasing regulations and geopolitical uncertainties are the hot topics of 2019 and beyond, in Switzerland as in every other developed country. Switzerland is considered a pioneer in the digital banking sector and has a globally respected reputation due to the Crypto Valley, its showpiece location. Still, the battle for international competitiveness must continue to be fought. Standing still is not an option – for Switzerland or anyone else. The competition in Asia, for example, never sleeps. As always, Switzer- land will certainly take action to remain crisis-proof.

Introduction & Background “Capital-rich investors create a good base for IPOs” Interview with Valeria Ceccarelli, Head Primary Markets, SIX In an interview with GoingPublic Magazine, Valeria Ceccarelli underlines, among other things, the international reputation of the Swiss Capital Market and how the stock exchange is equipped for digitization. spinoff of Alcon – a dual listing in Switzer- land and the US – or the IPO of the packaging company Aluﬂexpack. You have already mentioned the IPO of Stadler Rail, so far one of the biggest European IPOs this year. We have seen a good mix of sizes and sectors. Year to date, the overall IPO transaction volume on our market is CHF 2.3 bn. This is very good news for us, since in the ﬁrst half of the year we are ranked number two in Europe by IPO transaction volume, after the LSE group (London Stock Exchange and Borsa Italiana). How is the IPO outlook for the rest of the year? ABOUT THE INTERVIEWEE Valeria Ceccarelli is Head of Primary Markets at SIX, in the Securities and Exchanges business unit. In this function, she is responsible for the origination of new listings (initial public offerings and bonds) as well as for the relationship manage- ment with the listed companies. Valeria has over twenty years of experience in the financial sector. Before joining SIX, she worked for about twelve years in the Investment Banking division of Morgan Stanley in London and Milan, where she was an executive director. I X S © : o t o h P GoingPublic: Mrs. Ceccarelli, the trading of Swiss shares on venues within the EU was stopped a few weeks ago. How does this affect the Swiss Capital Market? Ceccarelli: On the ﬁrst of July of this year, the ordinance adopted by the Swiss Federal Council to safeguard and strengthen a vibrant Swiss Capital Market became operational. The tran- sition of EU trading volumes of Swiss equities onto SIX, after EU-equivalence was no longer granted, went absolutely smoothly. But regaining EU recognition of equivalence, for which Switzerland’s exchange regula tion fully meets all spe- ciﬁcations, remains our top priority. Effective open markets and legal certain- ty continue to be of utmost importance for SIX in order to be able to serve best the interests of issuers, banks and inves- tors. What highlights has the Swiss IPO market seen in 2019? With Stadler Rail, for example, at least one larger-scale IPO has taken place in Switzerland this year … Regarding the IPO market this year, activities rebounded in the second quar- ter after a particularly weak ﬁrst quarter; overall, the ﬁrst half of the year was generally down in Europe compared to the same period last year. We as SIX are looking back on a very strong second quarter 2019. In fact, our ﬁrst IPO this year, Medacta, was also the ﬁrst sizeable European ﬂoatation of 2019. Furthermore, we have observed a mix- ture of transactions, like the Novartis- 10 Special “Capital Market Switzerland 2019”

Introduction & Background the Swiss Council of States, should moder- nize and introduce greater ﬂexibility to Swiss stock corporation law in several areas as well. Why do small and mid-sized companies in particular seem reluctant to head for the stock exchange? Going public is a resource-intensive pro- cess that can represent a greater challenge for smaller companies. In addition, the challenge of trading liquidity can poten- tially cause underpricing of IPO and drive up cost of capital. Nevertheless, SMEs are very important for the economy and for the Swiss capital market. Many people suppose that the Swiss stock exchange only consists of blue chips, since three out of the ﬁve biggest companies in Europe – according to market capitalisation – are listed with us. But it is a fact that we have listed about one hundred companies with a market cap between CHF 100 m and below CHF 1 bn. SMEs can successfully access the capital market, and our listing requirements are suitable for small caps and mid caps as well. To mention just one recent case, Aﬂuﬂexpack’s IPO in June this year is a good example of a successful SME-listing at SIX. We are aware that SMEs face additional challenges, and we are addressing, among other things, the trading liquidity or the new and increased regulation causing limited analyst coverage. In 2016, SIX launched its Stage Program, which aims to increase the visibility of smaller com- panies to relevant stakeholders in the ADVERTISEMENT The key ingredients for a strong IPO environment are good equity market valuations, positive and sustainable market performances and low volatility; geopolitical tensions, major changes in trade policies or central bank policies create uncertainty and therefore volati- lity. In addition, encou raging economics supports a good equity market environ- ment. Such factors or its perception can quickly change; therefore, it is difﬁcult to provide a precise outlook. On the other hand, there are always companies in different stages considering going public. We remain conﬁdent that the IPO pipeline will be well ﬁlled in the months to come. We are a large stock exchange, number four in Europe by free-ﬂoat market capi talization of listed companies. In addition, SIX is known for its fast, efﬁcient and market-oriented listing pro- cess. This gives us a good and competitive position within global stock markets. Where do you think lies the greatest potential of the Swiss capital market, particularly as seen from an interna- tional perspective? We are a large stock exchange, number four in Europe by free-ﬂoat market capi- talization of listed companies, and Switzerland is an attractive location as a ﬁnance center. The market cap of our listed companies is larger than you would expect with our country being relatively small in size – this illustrates how strong the Swiss capital market is. The capital-rich domestic and inter- national investor base – in conjunction with the high placement power of the banks – creates a good foundation for IPOs. Participants of the Swiss market are used to dealing with global businesses and cross-border aspects. And where do you see – or expect to see – further room for improvement with respect to the Swiss capital market? Next year, Switzerland intends to intro- duce a new prospectus regime largely modeled along the EU prospectus regulation. I believe that the new framework should, as intended, enhance transparency and legal certainty for issuers while retaining a certain degree of ﬂexibility. There are a number of other law- related changes being discussed that can bring further improvements to the already com- petitive Swiss capital market. On the Swiss withholding tax, the Federal Council recently approved the key objectives and the key ﬁgures for a withholding tax reform that would strengthen the Swiss debt capital markets. The stock corpora- tion law revision, recently discussed by Displaying Relationship banking for the capital markets. PASSION. BankM - Representative Ofﬁce of ﬂatex Bank AG Mainzer Landstrasse 61 D - 60329 Frankfurt am Main www.bankm.de Contact: Dirk Blumhoff / Ralf Hellfritsch T +49 (0)69-71 91 838-10 info@bankm.de

Introduction & Background companies continue to access the IPOs markets for various reasons. Being public provides companies with the repeat opportunity to raise additional capital efﬁciently. A listed company’s stocks also give companies a liquid currency that can be used to fund inor ganic growth. Going public creates publicity that can strengthen brand awareness and secure higher visi- bility. Public companies are often seen as being more open; consequently, they enjoy greater public credibility also among their customers and suppliers. Therefore I think that IPOs will con- tinue to be a relevant ﬁnancing option for companies. Various ﬁnancing means will coexist and address different needs, and stock exchanges will maintain their role. The technology on which exchanges are based is likely to be different in the future; how ever, from my point of view, the func- tions they fulﬁll will still be there and they will remain one of the important venues where companies raise capital. Will there, at some point in the future, be no stock exchanges or banks, but only digital platforms, similar to crowd- funding? I believe that the future will bring about more change and that new platforms and digitalization will continue to evolve. Let me reiterate, however, that I believe that exchanges will still exist in the future. And not only because they connect providers and users of capital but also because they are efﬁcient trading venues where securities can be bought and sold at any time and because an exchange has rules and regulations based on the principles of fairness and transparency that protect investors and listed companies alike. As far as technology is concerned, we as SIX are adapting to the digital develop- ments, and we always strive to be on the forefront. Wherever the market will go – we’ll be there. Mrs. Ceccarelli, many thanks for the discussion. The interview was conducted by Svenja Liebig. I X S © : o t o h P capital market. (Editorial note: GoingPublic Magazine reported on this.) Participating companies can beneﬁt from a regularly updated factsheet and research reports prepared by experienced partners, in addition to other services provided by SIX. Being public provides companies with the repeat opportunity to raise additional capital efﬁciently. Good cue – how satisﬁed are you with Stage so far? We are deﬁnitely satisﬁed with the Stage Program; it is actually quite unique. Today, 14 companies are taking part in the program, and the feedback received by is- suers and by other market participants has been consistently positive. In times of increasing digitization, what role will traditional ﬁnancing, e.g. IPOs, play? It is a general trend that companies now have more possibilities when it comes to accessing capital. More private capital is available, e.g. private equity, family ofﬁces, etc., and new digital issuing venues, e.g. crowdfunding platforms, provide alternative ways to raise capital and delay the desire and need to access public capital markets. Nevertheless, 12 Special “Capital Market Switzerland 2019”

Financing & Investment Sustainable investment in Switzerland 72% market growth in 2018 Switzerland is traditionally an important centre for capital investors from around the world. Many international investment trends such as sustainable investments also originated in the Alpine republic. The company now known as RobecoSAM, Pictet and Bank J. Safra Sarasin are examples of internationally renowned pioneers in the areas of sustainable and responsible investment. By Falko Bozicevic tors is generally increasing, it is still clear that institutional investors, e.g. pension funds, foundations and ecclesiastical institutions, form the majority on an inter- national scale. The real estate investment class occupies top spot ahead of shares The tremendous growth in the area of sus- tainable investing since the establishment of SAM (sustainable asset management) in 1995 has, however, also led to a shift in market shares. 89% of volumes can cur- rently be attributed to ten asset managers, with Partners Group and UBS dominating the market with shares of 31.5% and 20.2% respectively. In contrast, pioneers such as Pictet only have a small market share of a few per cent each. Changes to asset allo- cation in the ESG investment universe are also notable – in 2018, the real estate investment class for the ﬁrst time occu- pied the top spot with a share of 24.2%, while 21.3% was attributable to shares. Caution advised with shares labelled as “sustainable” While a number of passive investment vehicles in line with ESG, such as funds and ETFs, are available in Switzerland, tracking “sustainable” performers in the stock market is challenging. You can’t necessarily rely on the “sustainable” label – it depends on the criteria of each indivi- dual investor. A recent example is the 20% pay gap between men and women in Swit- zerland, which was underscored by the numerous “women’s strikes” during the m o c . e b o d a . k c o t s – m e h e a h c m © i i l : o t o h P In June, women all over Switzerland took to the streets: the country‘s 20% gender pay gap as an ESG topic has moved up the agenda. terms ESG T he niche market of ethical and ecological investment has since become a mass market – using the collective (environmental, social, governance) and SRI (socially responsible investing), which have be- come standard around the world. In 2018, the volume of funds invested strictly according to ESG criteria in Switzerland increased by a further 72% to EUR 231.6 bn. Of this amount, EUR 168.9 bn is attributable to ESG investment funds, 18.3% of the total fund volume. These ﬁgures were provided by Swiss Sustainable Finance for the Forum Nachhaltige Geldanlagen, which collects data in German-speaking countries for Eurosif, the European umbrella organisa- tion within the Global Sustainable Invest- ment Alliance. Switzerland ahead of Germany in terms of ESG investments However, the ESG funds volume in Ger- many is lower at EUR 219 bn and the market share with regard to the total funds volume is currently at only 4.5%. This demonstrates that Switzerland‘s market more developed. Around a third of sustainably invested funds originate from private that information about them is freely available. Although the proportion of private inves- investors, which shows 14 Special “Capital Market Switzerland 2019”

summer. The legislature is now demanding that companies scrutinise and correct this disparity. Nevertheless, many companies that clearly contribute to this inequal treatment are listed in the Swiss Sustainabi- lity Index, which champions 25 values. This list also contains internationally renowned market leaders in the chocolate and food in- dustries, which are repeatedly linked to child labour on cocoa plantations in West Africa despite holding certiﬁcates. Sustai- nable products and processes make up a rather small proportion of the business volume of most companies in the index. Sustainability without compromise However, it is possible to ﬁnd well-per- forming shares of responsibly managed ﬁrmes – with sustainability in their company DNA. A good example of this is BELIMO. The innovative developer and manufacturer of valves, motors and sen- sors for heating, ventilation and air condi- tioning systems in commercial buildings is growth because its intelligent solutions have the potential to reduce energy consumption experiencing uninhibited Financing & Investment BELIMO Holding (ISIN CH0001503199) Source: Tai-Pan in real estate signiﬁcantly – in some cases by up to 80%. The investments pay off in a very short period of time due to the high cost savings, meaning that the company can also produce high proﬁt margins consistently. The energy savings achieved by BELIMO’s customers are vast com- pared to the company’s energy consump- tion in manufacturing the products – the overall effect is truly sustainable. ADVERTISEMENT

Financing & Investment energy-conserving Fantastic proﬁt margins at BELIMO Potential is exceptionally high for new buildings and for buildings that have undergone reno- vations, as 40% of total energy consump- tion in developed countries in the nort- hern hemisphere relates to buildings. The operating margin is 17% to 18%, while the net proﬁt margin was 15% in the ﬁrst half of 2019. Over 7% of revenue is invested in research and development. Proﬁt growth regularly exceeded 10% in recent years. The share is a solid long-term performer and has hardly ever been valued poorly. The recent downturn in share prices has created an opportunity to enter the stock market, since the estimated PER for 2020 for share prices of around CHF 5,000 is once again below 30. Further- more, women and men are paid equally at BELIMO.. SIG Combibloc offers sustainable solutions In 2018, SIG Combibloc, the packaging division of the historic company Schwei- zerische Industrie Gesellschaft, returned to the stock exchange through an IPO af- ter an absence lasting eleven years. The Cana dian private equity company ONEX had streamlined the company, which was ranked second internationally in the area of sterile drinks packaging, in favour of innovation and growth. These efforts were a success, with SIG Combibloc now claiming 21% of the world market share. SIG Combibloc’s high debt ratio was SIG Combibloc (ISIN CH0435377954) Source: Tai-Pan 16 Special “Capital Market Switzerland 2019” CPH Chemie und Papier Holding (ISIN CH0001624714) Source: Tai-Pan reduced signiﬁcantly using emissions proceeds. In the ﬁrst half of 2019, both l i c o b b m o C G S © I : o t o h P revenue and proﬁt grew considerably beyond the expected growth rate. The free cash ﬂow permitted proportionate dividend distributions and allowed for a further reduction of liabilities. Packaging from SIG Combibloc consists in its entirety of certiﬁed recycled material that is itself recyclable – a great solution to the problem of the increasing deluge of plastic packaging waste. Unanticipated ESG candidate CPH Depending on which criteria are impor- tant to the investor, further shares from Switzerland are on the ESG radar. CPH, a company established 200 years ago, is one of just ten (previously 23) remaining paper manufacturers, after the shrinkage of the European paper industry. Following a business combination, CPH is now the largest waste paper recycling company in Switzerland, which reduces costs and the need to import and transport waste paper. Their paper machine, the most modern one available in all of Europe, is highly efﬁcient and exceeds legal standards. CPH even records income from the sale of CO2 certiﬁcates. In the previous ﬁve years, CO2 emissions were reduced from 86,000 ton- nes to 17,000 tonnes. Since 2016, the share has experienced a remarkable recovery, yet saw a modest PER of 12 in 2019 due to the shrinkage and cyclical nature of the paper business and a conglomerate dis- count (pharmaceutical packaging, silicate chemicals).

Financing & Investment ICOs vs STOs vs IEOs? Digital assets are increasingly taking over the regulated world of ﬁnance The forms in which digital assets are issued are continuously developing, which makes them an increasingly strong competitor to traditional forms of ﬁnancing. Recently, EOS and tatatu collected around USD 4.2 bn and USD 575 m, respectively, through an ICO; tZERO and nexo collected around USD 134 m and USD 52.5 m, respectively, through an STO; and bitﬁnex and tron game global took in USD 1 bn and USD 80 m, respectively, through an IEO.1 While the IPO has become the standard in the traditional ﬁnancial world, the world of digital assets is moving with increasing speed – from ICO to STO to IEO. By Dr Reto Luthiger, Dr Wolfgang Müller and Dr Alexander Vogel wards. As opposed to ICOs and STOs, IEOs involves not only an issuer and an inves- tor but also a trading platform. Today, KYC processes are (de facto) compulsory for all ICOs, STOs and IEOs, as issuers cannot open a bank account in a jurisdiction with a respectable reputa- tion otherwise. Asset tokens under Swiss law According to the guidelines of the Swiss Financial Market Supervisory Authority (FINMA) on ICOs, which are also well known internationally, all tokens that represent assets are categorised as asset tokens. Such tokens can represent, for example, a contractual obligation to the issuer or a membership right under com- pany law, for example in the form of a share in future company proﬁts or cash ﬂows. Therefore, depending on the ABOUT THE AUTHORS Dr Reto Luthiger is a lawyer at Meyer- lusten berger Lachenal AG. Dr Wolfgang Müller, MBA, is a lawyer and partner at Meyer lustenberger Lachenal AG. Dr Alexander Vogel, LL.M. , is a lawyer and partner at Meyer lustenberger Lachenal AG. m o c . e b o d a . k c o t s – r s s n k © : o t o h P I nitial coin offerings (ICOs) were the ﬁrst form of token issuance by way of distri- buted ledger technology (DLT), which includes the blockchain. ICOs were very popular, particularly in 2017, and enabled issuers to issue all types of tokens directly through their own websites. The rather strongly regulated asset tokens stood less in focus than the less regulated payment tokens or the unregulated utility tokens. ICOs were very prone to fraud because the DLT world was still in its infancy, regulati- ons were just being established and the business model was often not fully developed. The ICO bubble burst around the end of 2017, and security token offerings (STOs) became more popular, i.e. the offering of asset tokens (tokens backed by securities), 1) www.tokens-economy.com which are often issued directly on the website of the issuer. The restrictions on asset tokens show that investment is the primary purpose of STOs, in all known forms of equity and debt. As a rule, STOs are considered to be regulated token offerings because the issuance of asset tokens usually requires the publication of an offer prospectus and often the review of such prospectus by a governmental authority (from 1 January 2020, also in Switzerland due to the Financial Services Act, FinSA), and involves the performance of a certain know-your-customer (KYC) check on the investors. The initial exchange offering (IEO) became popular in 2019. Here, all types of tokens are placed on the primary market through an “intermediary” trading plat- form (exchange) with a kind of listing, and are traded on the secondary market after- 18 Special “Capital Market Switzerland 2019”

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Financing & Investment Should intermediaries be involved in the placing of securities or derivatives, they may be subject to the securities dealers‘ regulation, either as an issuing house or a derivative ﬁrm. Trading of asset tokens on the secondary market According to the new FinSA, the public offer to acquire securities on the secon- dary market is also subject to the pros- pectus publishing and review require- ments. Additional applicable regulation requirements must be observed when distributing collective investment schemes and structured products under the cur- rent applicable legislation or according to the new FinSA. Trading securities for third parties generally requires a licence as securities dealer (known as securities ﬁrms under the new Financial Institutions Act (FinIA) in effect as from 1 January 2020). The activities as a trading platform in connection with asset tokens, i.e. the matching of purchase and sale offers, generally requires a licence as a stock exchange, multilateral or organised trading facility. The activity as a central depository also requires a licence. Outlook The market for digital assets, from ICOs to STOs to IEOs, has strongly developed and, with its increased focus on asset tokens, is rapidly penetrating the regulated world of ﬁnancing possibilities as is known from the traditional handling of securities. From a ﬁscal perspective, the Swiss market- place is affected by the strong disadvan- tage created by the withholding tax. From the viewpoint of costs, STOs and IEOs remain, despite regulations, generally more favourable than IPOs because they involve fewer intermediaries. Recently, FINMA granted the ﬁrst two full bank licences to two DLT-focused ﬁnancial service providers, SEBA Crypto AG and Sygnum AG. Over the following months, FINMA is expected to issue further autho- risations to banks, securities dealers and also trading facilities with a special focus on DLT/blockchain, which should open the door for institutional investors to the market of digital assets on a larger scale. m o c . e b o d a . k c o t s – r s s n k © : o t o h P function, particular economic tokens mainly represent shares, bond interests or derivative ﬁnancial instruments. The category of asset tokens can also include tokens that have the purpose of making physical assets tradable on the block- chain. From the perspective of civil law, the tokenisation, meaning the electronic recording of rights into a registry distri- buted electronically (distributed ledger), can be understood analogous to the tradi- tional process of certiﬁcation of securi- ties: rights are issued in a special form – such as uncertiﬁcated securities, inter- mediated securities, certiﬁcated securi- ties or (asset) tokens – and therefore subject to special regulations, which, in particular, deﬁne the modalities of their transfer. In the ﬁrst half of 2019, the Swiss Federal Council submitted for approval the preliminary draft act to strengthen DLT with the goal of creating legal safety. The draft recommended, among other things, to distinguish the uncertiﬁcated securities as per Article 973c of the Swiss Code of Obligations (OR) as “uncertiﬁ- cated securities without the properties of a security” from the new “uncertiﬁcated securities with the properties of a secu- rity” or so-called “DLT uncertiﬁcated securities”. Asset tokens with standardized cha- racteristics suitable to be traded on a large scale, which have the same struc- ture and denomination and are offered to the public or placed with more than 20 customers, are considered to be securi- ties under Swiss law and, therefore, all provisions typically applicable to securi- ties apply. Issuing of asset tokens on the primary market The issuance of asset tokens is, in principle, subject to the prospectus obligation if such tokens are publicly offered as shares, bonds, collective investment schemes or structured products, as deﬁned under the currently applicable legislation. Under the new FinSA with effect as from 1 January 2020, the issuance of asset tokens will always require an offer prospectus if securities are offered to the public. Additionally, the FinSA will introduce a prospectus review obligation. Depending on the speciﬁc situation, additional regulatory requirements may have to be observed when issuing collective invest- ment schemes and structured products. 20 Special “Capital Market Switzerland 2019”

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Financing & Investment Fintech – the rescue of the Swiss financial industry? Traditional banks must position themselves and be ready for innovation While the Swiss ﬁntech sector has grown continuously over the past few years and has steadily gained in relevance, the development of the traditional ﬁnancial sector is pointing in the opposite direction. This is the conclusion of this year‘s IFZ FinTech study conducted by the Lucerne University of Applied Sciences and Arts. In addition to providing a comprehensive survey of the Swiss ﬁntech market, the study also examines how traditional banks are handling digital evolution. By Prof Dr Thomas Ankenbrand and Denis Bieri Fig. 1: Number of finfech companies in Switzerland (n=356) i s e n a p m o c h c e T n i F f o r e b m u N 400 300 200 100 0 n=162 29 29 27 21 37 19 n=190 28 40 31 21 46 24 n=220 26 53 34 33 48 26 n=356 36 66 42 122 56 34 2018 10% 10% 16% n = 356 34% 19% 12% 2015 2016 2017 2018 Analytics Banking Infrastructure Distributed Ledger Technology Deposit & Lending Investment Management Payment Source: Hochschule Luzern, IFZ FinTech Study “An Overview of Swiss FinTech“ A fter two years of steady growth, the Swiss ﬁntech sector again grew signiﬁcantly last year. At the end of 2018, a total of 356 Swiss ﬁntech companies were on the market, an increase of 62% or 136 companies in absolute terms compared to 220 in the previous year. Fintech is important for Switzerland This signiﬁcant growth was mainly driven by ﬁntech companies in the ﬁeld of distri- buted ledger technology (e.g. blockchain), whose number more than tripled. The majority of new companies in this area was established in the so-called Crypto Valley in and around the city of Zug, a region that has established itself as a global location for the development of technology. The blockchain annual growth rates of the other ﬁve ﬁntech product areas lie between 17% (banking infrastructure) and 38% (payment). Of the total of 356 Swiss ﬁntech companies, 122 are active in the area of distributed ledger technology, 66 in investment manage- ment, 56 in banking infrastructure, 42 in deposit and lending, 36 in payment and 34 in analytics (see Fig. 1). In addition to the signiﬁcant increase in the number of resident companies in the ﬁntech market, the sector has also seen steady maturation. This is reﬂected in the increasing number of employees and the capitalization of Swiss ﬁntech companies. The development traditional ﬁnancial sector is contrary, where the number of both the institutions and the in the employees is declining. 2018 was also a strong year in terms of venture capital investment volume into the Swiss ﬁntech sector. In the course of the year, a total number of 68 publicly announced ﬁnancing rounds with a total volume of CHF 324 m (see Fig. 2) were con ducted. ABOUT THE AUTHORS Dr Thomas Ankenbrand holds a Master’s degree from the University of St. Gallen and a PhD from the University of Lausanne. He has founded several companies and has broad experience as CEO and board mem- ber of various companies in the financial industry. He is currently engaged in FinTech research at the Lucerne University of Applied Sciences and Arts. Denis Bieri works as a scientific associate at the Lucerne University of Applied Sciences and Arts. In this position, he supports various courses and projects, especially in the field of financial services and with a specific focus on financial technology (FinTech). Simultaneously, he is pursuing a doctoral degree in economics at the University of Basel. 22 Special “Capital Market Switzerland 2019”

Financing & Investment Fig. 2: Venture capital investments in Swiss fintech companies s d n u o r f o r e b m u N 80 60 40 20 0 25 8 17 29 7 12 10 68 22 26 20 68 11 27 30 2015 2016 2017 2018 i l l i m F H C n n o i e m u o V l 400 300 200 100 0 CHF 324m 57 90 177 CHF 130m 60 46 24 2017 2018 CHF 27m CHF 21m 21 6 2015 10 9 2 2016 Source: Hochschule Luzern, IFZ FinTech Study “An Overview of Swiss FinTech“ Seed Series A Series B Although the number of ﬁnancing rounds remained stable compared to the previous year, the average volume inves- ted more than doubled. In particular, seed capital, i.e. the funds needed to set up a new company, rose sharply in 2018 and stood at 30 ﬁnancing rounds at the end of the year, raising a total of CHF 177 m. In addition to these venture capital invest- ment rounds, 2018 saw several initial coin offerings (ICOs) by Swiss ﬁntech com- panies. In total, there were more than 15 ICOs with a volume of around USD 386 m last year, which corresponds to a decline both in terms of the number (-6.3%) as well as the volume (-42.2%) regarding this form of ﬁnancing. the ﬁnance-driven companies, such as those in the areas of deposit and lending or payment, are increasingly focusing on the domestic market. This pattern applies to both Swiss-based and international ﬁntech companies. The goals of technolo- gical innovation in the ﬁnancial industry should be higher volumes, lower costs and/or lower risks for the company and higher beneﬁts and/or lower costs for the customer. Well thought-out business models and meaningful implementation are far more important than employing exceptional technologies. The ﬁnancial industry needs solutions that are trans parent and accurate. This creates opportunities for Switzerland as a location for innovation. Fin is local, tech is global One of the most important ﬁndings from the developments in the Swiss ﬁntech market in recent years is that global inno- vation is driving ﬁntech companies for- ward. A certain pattern can be observed in this respect in the six different ﬁntech product areas. The tech-driven com- panies, especially in the areas of distri- buted ledger technology and analytics, are mainly internationally oriented, while Convergence of private and public markets Another development that is becoming increasingly apparent is the smooth transition from private ﬁnancial markets, i.e. markets in which private capital is raised shares exchanged, to public ﬁnancial markets. This is primarily driven by the continuous progress in distributed ledger technology, and in particular by the increasing tokeni- and private equity 24 Special “Capital Market Switzerland 2019” zation of various types of assets. We will see in the future how disruptive this trans- formation from traditional ﬁnancial mar- kets to ones based on cryptography will be and how fast it will happen. Traditional banks soon to be irrelevant? Despite the impressive growth of the Swiss ﬁntech market and its continuous maturation, it is not expected, at least not in the short term, that established banks will be replaced by ﬁntech companies. However, the newly emerging techno- logies and the innovative business models of ﬁntech companies will take over part of the services and processes of traditional banks, unless the banks prepare them- selves in time. Traditional banks must position themselves or they will become irrelevant. The winners of technological innovation are those companies that have the right teams and the right culture to implement new technologies quickly and consistently. The full study is available for down- load at: http://gp-mag.de/ifz-fintech

D EU T S C H E B Ö RS E C A S H M A R K E T Deutsches Eigenkapitalforum 25 – 27 November 2019 Sheraton Frankfurt Airport Hotel & Conference Center Entrepreneurs meet investors … · m u r o a f l i n a l formore The o ri g 1996–2019 t i p a k schesEigen De u t t h a n 2 0 y e a r s · … at Europe’s most important capital market event for corporate financing. Register online: www.eigenkapitalforum.com Meet the most important decision-makers of listed as well as growth companies. Expand your network and inform yourself about current capital market topics. Highlights 2019 - Up to 250 analysts’ conferences of share and bond issuers and up to 4,000 1-on-1 meetings - Up to 1,000 institutional investors and analysts - 1-on-1 meetings can be arranged beforehand, to meet decision-makers of the presenting companies in a time and cost-efficient manner - Presentations of selected non-listed companies - Forum programme comprising panel discussions and interviews Programme Monday, 25 November 2019 Tuesday, 26 November 2019 Wednesday, 27 November 2019 Equity- and debt capital Equity & venture capital Equity & venture capital - Opening speech - Analysts’ conferences of share and bond issuers - 1-on-1 meetings - Forum programme - Analysts’ conferences of - Analysts’ conferences of share issuers share issuers - Presentations of non-listed - Presentations of non-listed companies - 1-on-1 meetings - Forum programme - Get-together companies - 1-on-1 meetings - Forum programme Deutsche Börse AG Issuer Services www.eigenkapitalforum.com eigenkapitalforum@deutsche-boerse.com

Financing & Investment “Platform-based business models are the future of the financial sector” Interview with Stefan Muehlemann, CEO and founder of Loanboox In the ﬁnancial market, there is a clear trend towards digital platforms. We spoke with companies such as the Swiss ﬁntech ﬁrm Loanboox about their business model, the future of the sector and the biggest challenges in the digital age. processed several of these cross-border deals on our platform. What part do banks play in this? Banks play a central role for us – they are important partners. Around a third of the loans on our platform are provided by banks, and in Germany it is actually two-thirds. x o o b n a o L © : n o i t a r t s u l l I Bonds are also available on your plat- form. Why are bonds so important to your business model, particularly in Switzerland? The digitalisation of bond transactions is an important and positive step towards greater the capital market. Given the current interest rate transparency in GoingPublic: Mr Muehlemann, please brieﬂy explain to our readers what exactly Loanboox does. Muehlemann: Gladly! Loanboox operates a digital ﬁnancing platform. Using this platform, a borrower can make enquiries as to the amount, duration, interest rate and methods of repayment of loans in just a few minutes. Registered creditors respond with their quotes. If the borrower accepts an offer from a registered credi- tor, they can ﬁnalise their loan using the digital platform. Loanboox was launched at the end of 2016 in Switzerland. We expanded into Germany a year later, and our platform has also been available in Austria and France since the end of 2018. Since the launch of Loanboox, ﬁnancing totalling more than CHF 26 bn has been requested. Over 1,500 borrowers and around 400 creditors are currently using the platform. There are similar platform providers in Germany (e.g. creditshelf), often with a particular focus on mid-sized companies. Who exactly is your target market and what do you think is your unique selling point? We primarily cater to two customer groups: borrowers, e.g. municipalities, cantons, public companies and corpora- tions; and creditors, e.g. banks, insurance companies and pension funds. What sets us apart from other platforms is deﬁnitely our considerable momentum. With a con- cluded ﬁnancing volume of over CHF 11 bn and around 1,900 customers, we are one of the world’s largest and fastest growing debt capital market platforms. Another unique selling point, particularly com- pared to our direct competitors, is our in- ternational focus. This means that we can allow our customers to secure cross- border borrowing. We have already 26 Special “Capital Market Switzerland 2019” ABOUT THE INTERVIEWEE Stefan Muehlemann is Loanboox’ foun- der as well as CEO. He‘s got about 30 years of experience in the banking and financing industries, and has founded and sold sever- al companies. In addition, Mr Muehlemann has given classes at the universities of St. Gallen and Zurich, he is an active angel investor and supports numerous start-ups. He holds a master‘s degree from the Tuck School of Business at Dartmouth, USA.

Financing & Investment Platform-based business models are the future of the ﬁnancial sector – I am convinced of that. But this does not mean that ﬁnancial services providers will become obsolete. Instead, both models can beneﬁt from each other if they work together rather than against one another. For example, digital platforms offer ﬁnan- cial services providers new business opportunities that must be used in a well- considered and intelligent manner. It must also be mentioned in this regard, however, that platforms are always reliant on the services of traditional ﬁnancial services providers, who are important platform users. What do your future growth plans look like, also with regard to a possible IPO? We have created very ambitious growth plans for ourselves. Our goal is to become the global digital one-stop shop for big ticket ﬁnancing. To achieve this, we are ﬁrst of all continuing to pursue expansion. For example, we will launch in two addi- tional European countries this year. Second, we are continually developing our platform and launching new ﬁnancial products. An is currently not IPO planned, but it could be considered in the future. Mr Muehlemann, thank you very much for answering our questions. The interview was conducted by Svenja Liebig. ADVERTISEMENT investors and and investment situation, it is important for both issuers that transactions are carried out in the most cost-effective and transparent way pos- sible. The live book building process on our platforms ensures this. We would like to be the global marketplace for large amounts of debt capital with regard to all ﬁnancing products – including bonds. Where do you anticipate the largest challenges on the Swiss marketplace, particularly with regard to advancing digitalisation? Although there is general consensus that in the medium term the borrowing market will largely be digitalised, people are nervous about this change. People are considering which consequences digita lisation will have for them perso- nally, e.g. in their job. This insecurity leads some to be defensive – wanting to stick to the comfortable status quo – and some to be optimistic – wanting to take part in shaping the future. We want to take everyone with us on this journey, including those who are experiencing some trepi dation. This will not always be easy and will require a lot of patience. A PwC study was recently published on German ﬁntech companies, according to which one in ﬁve ﬁntech start-ups fail. What is it like for Swiss ﬁntech compa- nies? Given the current interest rate and investment situ- ation, it is important for both investors and issuers that transactions are car- ried out in the most cost- effective and transparent way pos sible. Well, I think they’re being rather optimis- tic (laughs)! I’d estimate that nine out of ten start-ups fail. It is no different for ﬁn- techs than for other industries. It doesn’t really matter, though individual cases of course represent failures for the founders and employees. We can only progress as a society when we try new things and learn from them. This requires success but also failure. The only people who deserve criticism are those who don’t try things out. Are ﬁnancial services providers, such as banks or stock exchanges, going to become obsolete at some point – to go to extremes? After all, the trend is increasingly towards using digital plat- forms in the ﬁnancial sector. » «

Being Public/Investor Relations Proxy fights Not only activist shareholders are favourising “crucial votes” Proxy ﬁghts have become increasingly frequent in Switzerland in recent years. However, generally the board of directors has a substantial advantage in the contest. By Hans-Jakob Diem and Dr Patrick Schleiffer likelihood of succeeding. Rather, a shareholder or group of shareholders that meets the required minimum share- holding will normally seek to request that an additional item be added to the agenda to ensure that its request has a certain chance of success. Such requests typically must be submitted 45 to 60 days prior to the meeting. At this point in time, and latest when the invitation to the shareholders‘ meeting has been published, the requesting shareholder or group of shareholders will seek to engage with other shareholders as well as with the proxy advisors, often with the assis- tance of proxy solicitors. However, the requesting shareholder may not directly access the company‘s share register or disseminate its requests or its own proxy form through special proxy access tools. ABOUT THE AUTHORS Hans-Jakob Diem is a partner and heads the Corporate and M&A practice group at Lenz & Staehelin in Zurich. He is regarded as a leading expert in mergers and acquisi- tions as well as capital market transactions. Dr Patrick Schleiffer is a partner and co- heads the Capital Markets practice group at Lenz & Staehelin in Zurich. He is regarded as a leading expert both in equity debt and capital market transactions and corporate governance matters. m o c . e b o d a . k c o t s – t r a n o i s u f r o t c e v © : o t o h P Proxy fights are also on the rise in Switzerland. T he number of proxy ﬁghts in Swit- zerland has signiﬁcantly increased in recent years. As is the case in other jurisdictions, the contests are in a majority of cases incited by activist share- holders who seek to install a board of directors of their liking to attain their goals. Recent examples include the contes- ted election of a replacement of Comet‘s outgoing chairman or the addition of a new board member to the board of directors of Meyer-Burger in 2019. However, long-only funds or even anchor shareholders may likewise publicly turn against a company‘s board in speciﬁc situations, as the example of Cobas‘ resistance against Aryzta‘s capital increase in 2018 demonstrates. Rights of shareholders in proxy ﬁghts Typically, a proxy ﬁght is instigated by a shareholder or a group of shareholders by a request to the board of directors that certain items be added to the agenda of an annual general meeting (AGM) or that an extraordinary meeting (EGM) be convened. Shareholders or groups of shareholders that hold shares represent- ing at least 10% of the share capital or with an aggregate nominal value of CHF 1 m (or such lower numbers as may be set forth in the company‘s articles) can make such requests. In addition, any shareholder may, irrespective of the size of its stake, put forward motions or counter- motions in respect of items that have been tabled for a shareholders‘ meeting, be it prior to or at the meeting. However, against the background that a signiﬁcant number of shareholders cast their votes via the independent proxy without giving speciﬁc instructions as to shareholder motions or by instructing the indepen- dent proxy to follow the board‘s recom- mendation in such case, pure share- holder motions generally have a low 28 Special “Capital Market Switzerland 2019”

Capital. Market. Partnership. (E-)MAGAZINE – ONLINE – EVENT – NETWORK A strong capital market is the key to economic growth and innovation. We are a strong network. We stand for equity culture and retirement provision through shares. We stand for a vivacious , cosmopolitan, growing capital market. We make contributions to facilitate more IPOs and listings. With focus on the DACH region (Germany, Austria, Switzerland), and we always keep an eye on the globalised world. 2019 Pﬂ ichtblatt an allen deutschen Wertpapierbörsen September 2019 – 12,50 EUR (D) – www.goingpublic.de Das Kapitalmarktmagazin GoingPublic Magazin Special Capital Market Switzerland (Vol. 7, 2019) Model for the future? It doesn’t work without CSR Safe Haven How the ﬁ nancial industry Signiﬁ cance of suistainable invest- Swiss Issuers talk about the qualities will strive for success ments are growing continously of their domestic stock exchange Capital Market Partners 2019 Capital Market Partners online: www.goingpublic.de/kapitalmarktpartner credit shelf

Being Public/Investor Relations m o c . e b o d a . k c o t s – a c i r f A w e N © : o t o h P The board of directors determines the sequence of the various votes, which may have a decisive influence on their outcomes. Advantages of the board of directors In the context of proxy ﬁghts, the questi- on has been put forth if the boards of Swiss companies are more exposed than boards in other jurisdictions. Since the entry into force of the Ordinance against Excessive Compensation in Listed Com- panies in 2014, each board member of a Swiss-listed company must be elected annually; furthermore, the remuneration of the board and the executive manage- ment must be submitted to the AGM for approval each year. As a result, the recommendations of proxy advisors have gained in importance. However, it is ultimately still the board that largely controls the prepara- tion and the conduct of the AGM, which gives it a substantial advantage over opposing shareholders. Especially, the board is responsible for drafting the agenda of the meeting and designing the proxy form. Moreover, the board deter- mines the sequence of the various votes, which may have a decisive inﬂuence on their outcomes. Furthermore, the board may consider proposing speciﬁc agenda items in reaction to shareholder requests, such as a reduction of the number of board seats in the articles in response to a request to add additional members. Within certain limits, the board may also determine the record date by which shareholders need to be registered to participate at the meeting. As expe rience shows, shareholders who wish to support the opposing shareholder will 30 Special “Capital Market Switzerland 2019” to engage with often register their shares only shortly prior to the meeting. In addition, the board has at all times full access to the share register the company‘s shareholders, and it may, pur- suant to the prevailing practice, obtain information from the independent proxy in respect of the voting instructions given to it by shareholders, although this practice has recently come under criti- cism. The board has additional means if the company has adopted structural defences, such as transfer or voting right restrictions. In the event of a transfer restriction that limits the voting power of shareholders to 3%, for instance, the board may reject a request that an EGM be called even if the requesting share- holder holds shares representing 10% of the capital but has only been recognized as a shareholder with voting rights up to the limit of 3%. For these and other reasons, the board of a Swiss company will, in the majority of cases, prevail in a proxy ﬁght. However, as the chairman elections of Comet in 2019 show, this is not always the case. Conclusion In summary, it is worth noting that the number of proxy ﬁghts in Switzerland has signiﬁcantly increased in recent years. While the majority of contests are still instigated by activist shareholders, other institutional shareholders may in speciﬁc circumstances turn against the board as well. However, the board of directors has various legal means to succeed in contested situations, espe- cially by virtue of its responsibility to prepare and conduct the shareholders‘ meeting.

Being Public/Investor Relations “The UPC transaction makes sense“ Interview with André Krause, CFO, Sunrise Communications AG The second-largest Swiss telecommunications provider, Sunrise, has got a lot going on: the listed company is planning to take over cable network operator UPC Switzerland in a deal worth billions. We interviewed Sunrise‘s CFO about the advantages of the transaction, why freenet, a major shareholder, is opposed to this takeover and what growth plans Sunrise still has in mind. m o c . e b o d a . k c o t s – g n o w e u h C l o k g n o M , o t e R © : o t o h P GoingPublic: Mr Krause, give us some quick background information for the beneﬁt of our readers: what exactly is the intention behind the planned acqui- sition of UPC Switzerland? Krause: Sunrise currently ranks second in Switzerland for mobile communications, while UPC Switzerland ranks second in internet and TV. We are looking to create some strong competition on the Swiss telecommunications market. With this intention in mind, Sunrise on 27 February signed a binding agreement on the take- over of Swiss cable provider UPC Switzer- land for a company value of CHF 6.3 bn. What advantages are you hoping to achieve for shareholders with this takeover? 1) Source: P. 15 of the freenet management presentation for Q2 2019 Thanks to UPC Switzerland’s complemen- tary infrastructure, we as New Sunrise will be able to make a difference on the Swiss market. The goal is to offer Switzerland’s best broadband internet at highly attractive rates, thereby allowing us to win shares in the markets for private and business clients. Let me explain this in more detail. The combination of Sunrise and UPC Switzerland will strengthen our position considerably: innovative pro- ducts at competitive prices in ﬁber optics, cable, TV, and mobile. The merged com- pany will have market shares of 26% in mobile communications, 30% in internet services, and 31% for TV customers. The resulting size of New Sunrise will allow us to invest in innovation and growth. Why is your major shareholder, freenet, so opposed to this, then? At least, that’s how it seems. 32 Special “Capital Market Switzerland 2019” The fact that freenet is opposing the mer- ger is due to short-term ﬁnancial needs on their part. It has nothing to do with the strategic logic of this transaction. Freenet itself says that it lacks the funds needed to participate in the capital increase required for this merger. Freenet is also facing considerable strategic and ﬁnancial chal- lenges. The dividends received from Sunrise account for more than 15% of freenet’s annual free cash ﬂow, and it is one of the few growing contributions to the company’s free cash ﬂow. Due to their business model and investment decisions, freenet’s debt ratio has increas- ed considerably. On 30 June 2019, it was 4.8x EBITDA1, including IFRS 16. This is far ABOUT THE INTERVIEWEE André Krause has been Chief Financial Officer (CFO) at Sunrise since October 2011. He was previously CFO and Managing Director at O2 Germany in Munich. From 2004 to 2006, he held the position of Vice President Strategy & Consulting at O2. Prior to that, he was Associate Principal and member of the TIME practice at McKinsey & Company in Düsseldorf. From 1997 to 1999, he worked as Assistant Computer Risk Management and Audit at Arthur Andersen, Düsseldorf.

above their long-term goal of achieving a debt ratio below 3.5x EBITDA. Sunrise (ISIN CH0267291224) Being Public/Investor Relations What makes you so conﬁdent that the takeover will still be approved at the annual general meeting this autumn, as planned originally? The UPC transaction makes sense in terms of scale effects, synergies, and inno- vation. The long-term added-value poten- tial for our shareholders and for our cus- tomers is enormous. The feedback that we have received from investors has been very positive. We are convinced that our arguments will ﬁnally win over the share- holders. The long-term added- value potential of the UPC transaction for our shareholders and for our customers is enormous. For a short while, there was talk of issuing a mandatory convertible security. To what extent will this still be relevant in the future? We are in the process of discussing the options regarding our ﬁnancial structure. After increasing our synergy prognoses and given that the operational per- formance of UPC Switzerland is better now than it was at the time the trans- action was announced, Sunrise is ready to increase the debt ratio beyond the origi- nally announced approx. 3.0x net debt/ EBITDA of the past twelve months. This would reduce the volume of subscription rights. Sunrise’s administrative board, with the exception of the freenet represen- tatives, supported the reduction of subscription-rights emission by approx. CHF 1 bn by the introduction of convertib- le loans, or deferred mandatory conver- tible notes (MCNs) for optimizing our capi- tal structure, reducing the scope of the subscription-right emissions, and creating opportunities for a new investor group. The proposal has been rejected by freenet. Such an emission would require 66.7% of those present at the annual general meet- ing to cast approving votes. This means Source: Tai-Pan that we need freenet’s approval. The other investors do not understand why freenet is blocking the convertible loans. Nonetheless, we will continue to pursue this option. Two ﬁnal general questions: How well prepared do you think you are – for 5G speciﬁcally – and what are your plans at an operational level? Being the pioneer, Sunrise put Switzerland’s and Europe’s ﬁrst 5G network into opera- tion in early April, and we have started with selected customers. Today, we are offering the largest 5G network covering 262 cities and towns across Switzerland. In doing so, our focus is on 5G for People. 5G is bringing broadband internet into regions which would otherwise only have slow DSL internet. Overall, we are focusing on three strategic priorities. First, offering the highest network quality of mobile and landline networks. Second, continuing to increase customer satisfaction measured in NPS with our ﬁrst-class customer Being the pioneer, Sunrise put Switzerland’s and Europe’s ﬁrst 5G network into operation. service. For example, we are the only provider with a specialized onboarding team for ﬁber optics customers. They have personal advisors assisting them from start to ﬁnish in switching to Sunrise. Third, innovative convergence products such as 5G offers as a replacement for a landline or our TV app that customers without internet subscription with Sunrise can use. But one thing is for sure: The takeover of UPC Switzerland is a unique opportunity for Sunrise and Switzerland’s telecommunications market: Sunrise’s top-notch mobile network offering adequate bandwidth as well as the company’s net- work and ﬁber-optics partnerships are combined with an advanced cable net- work and 17,500 km of ﬁber optic back- bone from UPC Switzerland. These offer the best and fastest digital infrastructure in Switzerland. This way, “New Sunrise” will be able to develop unique next-gene- ration offers for Switzerland: by 2021, we will be able to provide 90% of Swiss households and workplaces with high- speed landline internet including 5G at speeds of up to 1 Gbit/s – even in rural regions. We are convinced that the merger will re- volutionize competition on the Swiss tele- communications market and that it will create an outstanding customer experience. Mr Krause, thank you very much for answering my questions. The interview was conducted by Svenja Liebig. Special “Capital Market Switzerland 2019“ 33

Being Public/Investor Relations Around the world in a matter of seconds Efﬁcient and accurate communication over a newswire Communicating with the capital market is becoming an increasing challenge due to advancing globalisation and digitalisation. Target groups are becoming more international and information is spread through an increasing number of media outlets. Sending communications over a newswire increases their reach and accuracy. By Cédric Baumgartner Newswire m o c . e b o d a . k c o t s – s n e v N y e g r e S © i : o t o h P T he pharma industry is probably the most important economic sector in Switzerland. Pharmaceutical products “Made in Switzerland” accounted for nearly 40% of the country’s total exports. The sector has been responsible for the consi- Swiss pharma giants have long since out grown their domestic market. This means they must also showcase them- selves internationally. 1) “Pharma market 2018”; Association of pharmaceutical research companies of Switzerland derable trade surplus of this small eco- nomy for many years.1 This shows that Switzerland is also attractive for global players as a business location. However, pharma giants such as Roche and Novartis have long since outgrown their domestic market and have oriented their economic activities glo- bally. This means they must also show- case themselves internationally. A successful clinical study or the approval of a medication by the U.S. Department of Health can quickly open market potential of several hundred million CHF. This should also be communicated to investors and specialised media – not only in Zurich or Geneva but around the world. Time-consuming maintenance of individual contacts But how do companies reach out to their stakeholders? Of course, in a large 34 Special “Capital Market Switzerland 2019” corporation, all departments collect the information of their contact people – this extends from representatives of IR, corporate communications and marketing up through PR and public affairs. However, these individually researched distribution lists must be regularly up- dated. The risk is great that contact infor- mation may no longer be current since partners have changed or responsibilities shifted. If a list is processed by several em- ployees, entries are often repeated so that the same partner is contacted more than once. It is also essential that sensitive data processing be compliant with the General Data Protection Regulation (GDPR). Managing all channels with fewer clicks Naturally, it is also useful to contact close business partners and long-term inves- tors personally, perhaps to express special appreciation. For the cross- regional and global dissemination of ABOUT THE AUTHOR Cédric Baumgartner is the Managing Director of EQS Group. He was formerly responsible for digital projects in the areas of investor relations and corporate com- munications at Geberit.

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Being Public/Investor Relations m o c . e b o d a . k c o t s – m a e t e g a m i © : n o i t a r t s u l l I issuer with several options communications, it is however conside- rably more efﬁcient to rely on a profes- sional service provider with a newswire. This provider can digitally map the entire workﬂow from the production to the publication of a press release and target numerous dissemination outlets. A wide-coverage newswire presents the for spreading messages around the world in no time at all – not by e-mail, but via an input screen in the newswire system. Through technical interfaces, messages can reach content management systems, ﬁnancial terminals and news agencies‘ news tickers as well as associated web- sites and news apps in real time. Information thus reaches all stock traders, analysts, institutional investors and other relevant actors in the ﬁnance world as well as prescribed legal bodies within seconds. In addition, all social A wide-coverage newswire presents the issuer with several options for spreading messages around the world in no time at all. media channels such as Twitter and LinkedIn can be included. Editorial environment increases awareness The great advantage compared to e-mails is that the communications environment is considerably more valuable since editors also draw from news agency reports. This increases awareness – though of course only if the content is convincing. The leading newswire providers offer various ﬁnancial distribution lists to choose from. This makes it possible to fulﬁl only the minimum disclosure requirements. However, for the sake of transparency, Swiss companies should also target at least the large news disseminators in the German-speaking region such as Bloom- berg, Thomson Reuters and the vwd group, but also information databases such as Dow Jones Factiva and online portals such as fuw.ch. International lists ensure that news also reaches investors in Asia and North America. Through detailed documentation on dissemination such as a comprehensive mail report, the issuer is always on the safe side with the supervisory authorities. Furthermore, informative analyses and statistics make it possible to continuously control and optimise accuracy. Don’t forget to choose In addition to what is obligatory, there is a voluntary option which should not be 36 Special “Capital Market Switzerland 2019” overlooked. Many reports are interesting for domestic and international specialised journalists as well. Therefore, EQS Newswire not only relies on strong cooperation partners such as news aktuell Schweiz but also offers thoroughly researched distribution lists. One example exists for the biotech sector in Europe and the USA, with a total of 1,850 journalists who agreed to be included on the lists and thereby indi- cated their in these topics. Furthermore, the news in these lists also appears on known sector-speciﬁc portals such as Bioportfolio.com and PharmiWeb.com. In addition, many other specialised me- dia outlets can naturally be targeted, for the automotive, energy, example medical/pharmaceutical and telecom- munications sectors. interest in Ideal enhancement to traditional communication Dissemination of news through a news- wire professionalises corporate and capi- tal market communication. It guarantees the desired reach and accuracy and, above all, saves time. Even small IR teams have the possibility to maintain direct contact with journalists and analysts and conduct background discussions. The digital distribution of news is there- fore not displacing traditional communi- cation work but serves as an ideal enhan- cement.

Being Public/Investor Relations “Communication in times of internationalisation“ Interview with Marlen Schrader, Member of the Management Board and Chief Sales Ofﬁcer, EnglishBusiness Language plays a considerable role in a global capital market environment like Switzerland. In this interview with GoingPublic Magazine, Marlen Schrader from EnglishBusiness explains what matters most in international communication, and which advantages the Swiss ﬁnancial centre offers. translation services. We have also provided negotiating skills training in Baar and intend to cooperate more closely with Swiss companies in the future. What do you think makes Switzerland attractive as an economic centre? Economically speaking, Switzerland has a lot going for it: a strong currency, low capital costs and a domestic market with high purchasing power. Switzerland has already established itself as an important location in areas such as ﬁnance, infor- mation technology and the electronics and metals industries. Not least, Switzer- land also provides employees with a high m o c . e b o d a . k c o t s – r e m h e o B r e v i l O © : o t o h P GoingPublic: Ms Schrader, for our readers who might not yet be familiar with EnglishBusiness – what exactly do you offer as a communications advisor and language service provider? How do you come into contact with Switzerland? Schrader: An important aspect of commu- nication for companies growing inter na- tionally is the establishment of clear and consistent language which reﬂects their identity. We support our customers in achieving this through linguistic exper- tise and cultural competence. As far as written communication is concerned, we often translate and proofread ﬁnancial texts, PR materials and legal documents. In English communication seminars, we help managers and salespeople gain the competence they need to operate in inter- national contexts. We also provide deci- sive impulses for team building in our workshops. This way, we cover everything from ﬁnancial reporting to negotiating in English. So far when it comes to the Swiss market, we have mostly been hired for our ABOUT THE INTERVIEWEE Marlen Schrader is a Member of the Management Board and Chief Sales Officer at EnglishBusiness AG, a consulting firm for international communication in Hamburg and Frankfurt. She studied English language and literature at the Martin Luther University in Halle-Wittenberg and was awarded a master’s degree in Applied Linguistics with honours at the University of Newcastle, Australia, in 2010. She has been working in the translation industry since 2011. 38 Special “Capital Market Switzerland 2019”

Being Public/Investor Relations quality of life – an important factor in the success of a company. For linguists like us, Switzerland is also fascinating due to its linguistic diversity. Publicly listed companies mostly operate on a global level. As a communications company, how do you perceive the effects of internationalisation on the ﬁnancial market? International growth, mergers and acqui- sitions present companies with numerous challenges to communication. Exciting projects open up, allowing us to work with employees on different continents simul- taneously on topics dealing with the values and culture of their company. It goes without saying that internatio- nal mergers are also challenging on an administrative level, so we translate docu- ments and contracts into the required languages. That is an interesting task because legal documents often make use of very speciﬁc terminology. Translators must not only work at a very high level in terms of language but must also have experience with the relevant legal system and have current resources at their dis- posal. Accurate content is the highest priority, which is why our translators are native speakers of the target language. Translations of contracts or business conditions are not, generally speaking, legally enforceable documents but rather facilitate understanding. A high-quality translation therefore allows all parties to understand what is agreed upon and signed. Translators must not only work at a very high level in terms of language but must also have experience with the relevant legal system and have current resources at their dis- posal. Ultimately, contracts must withstand scrutiny, especially in court. What is the difference between the services of a legal translator and those of a lawyer? The services offered by translators, even when they deal with legal texts, are of a purely linguistic nature. Lawyers are responsible for legal questions. When contracts are concluded across national borders, the parties involved must ﬁrst decide which national law or place of jurisdiction applies. That is often also deﬁned by the language of the origi- nal document. For example, should a contract be drafted according to U.S. law and in English, German contract partners must make sure that they perfectly under- stand the content and the consequences. A translation agency therefore delivers a German version of the contract. Given that the signatory ultimately bears the consequences, we carry a great deal of responsibility. It is worthwhile to look for a trustworthy partner. Should legal ques- tions remain open after the translation, it makes sense to consult a lawyer who specialises in the relevant national law. In this way, lawyers and translators perfectly complement each other. The internationalisation of ﬁnancial markets is driven by digitalisation. This is also having an impact in IR, an area where you have supported companies for 20 years. Which changes have you observed in the communication with investors? Through the translation of annual reports or press releases into English, we have helped companies from the German- speaking area to communicate with inter- national investors for a long time. A few years ago, we also started transcribing calls with analysts in English. However, we expect that the use of digital media in IR communications will increase since people want to be reached via various channels. According to statistics publish- ed in 2018, only about 75% of the 80 DAX and MDAX issuers use audio webcasts, and for video webcasts it was only 20%. These numbers should increase greatly in the coming years, and we are already helping our customers with the transcrip- International mergers are challenging on an administrative level, so we translate documents and contracts into the required languages. tion and translation of multimedia presen- tations. We are also receiving inquiries regarding subtitles for these formats. intelligence, machine We keep hearing more about machine translations; to what extent does this development affect translation agen- cies? This recent development is really very surprising. With rule-based and statistical translation methods, you could still tell a machine translation from a mile away. Since they now use neural networks and artiﬁcial trans- lations are by all means legible in many contexts. If you only want a rough under- standing of a text, machine translations offer an advantage, particularly due to their speed. We have also experimented a bit with machine translations followed by post-editing by our translators. Qualita- tively speaking, the result was sobering, though of course that was also due to our high standards. A further point that should not be underestimated is the pro- tection of data and information. When you allow a machine to translate texts, you are effectively surrendering control over the content. If the quality of the text and the conﬁdentiality of the information are paramount – as is the case with ﬁnancial communications – specialised translators remain the only advisable option. Ms Schrader, thank you very much for the interesting conversation! The interview was conducted by Robert Steiniger. Special “Capital Market Switzerland 2019“ 39

Being Public/Investor Relations Corporate reporting as an expres- sion of social responsibility Sustainability reports must be consistent, honest and trustworthy Company reporting requirements are changing once again. The level of maturity and detail in ﬁnancial reporting is already high and stable as a result of regulatory requirements, standardised accounting policies, audit requirements accuracy as well as activities of supervisory authorities and courts of law. Now, however, non-ﬁnancial reporting is developing extremely dynamically and quickly. By Prof Dr Thomas Berndt m o c . e b o d a . k c o t s – s r a g d e s a s m u t © : o t o h P CSR guidelines of the European Union Since the 2017 ﬁnancial year, CSR guide- lines have compelled publicly traded companies to publish non-ﬁnancial statements. These require information regarding environmental, social and workers’ rights issues, the observance of human rights and efforts to combat corruption. Companies are required to pro vide detailed explanations of the following aspects: a description of the business model; the approach taken and results thereof; due diligence processes applied; the signiﬁcant risks associated with their own business activities and those arising from business relations, products and services; and the most important non- ﬁnancial performance indicators asso ciated with the business activity. A majority of companies publish their non-ﬁnancial reports in line with the well-known Global Reporting Initia- tive (GRI) standards. The EU has also published non-binding guidelines to aid orientation. Nevertheless, the challen- ges are enormous: it requires a great deal of effort for an internationally active company to generate data at regu- lar intervals which are at all relevant and of adequate quality as well as timely and comparable. The inclusion of non- ﬁnancial material risks in a company’s general risk management approach is still at an early stage. The extent to which management can inte grate and explicitly include non-ﬁnancial aspects or key ﬁgures in its decisions as part of the company’s management process remains largely open. Group responsibility initiative The initiative of autumn 2016 to hold companies with headquarters in Switzer- land accountable for the protection of people and the environment begins with a globally binding due diligence audit and a report on human rights and environ- mental issues. But it goes far beyond that: the company would also be made respon- sible for violations by suppliers as well as foreign subsidiaries. A counterproposal still favoured by the Committee for Legal Affairs of the National Council in 2019 ultimately retains the compulsory due diligence review and reporting require- ments but weakens liability. Independent of the concrete outcome of these pro- ceedings, one may assume that Swiss publicly traded companies will in future ABOUT THE AUTHOR Prof Dr Thomas Berndt holds the chair of Accounting and is director of the Institute for Finance, Finance Law and Law and Economics (IFF) at the University of St. Gallen and Chairman of the Board of Directors of equia AG. In theory and prac- tice, he focuses on topics of financial and non-financial reporting, company valuation, corporate governance and compliance. T he Publication of CSR and sustainability reports was until recently widely voluntary, though it has increasin- gly become mandatory in an international context. The drivers of this development are diverse: the business practices of com- panies are being questioned by private and institutional investors, consumers, employees, the media, non-governmental organisations, politicians and, last but not least, the managers themselves. Virtually no company in the public eye can afford to leave questions about its social and eco logical responsibility unanswered by referring to good ﬁnancial ﬁgures. The sustainability of the business model, and thus of economic success, is reﬂected in a much more comprehensive report today than even a few years ago. In the following, three important aspects of this develop- ment will be presented. 40 Special “Capital Market Switzerland 2019”

also have to satisfy comparable or similar reporting requirements on non-ﬁnancial aspects, as speciﬁed in the CSR guide- lines. Reporting guidelines for climate- related information As part of the EU “sustainable ﬁnance” action plan, in mid-2019 the EU Commis- sion published a set of guidelines on reporting information related to the climate, which speciﬁcally supplement the details in the CSR guidelines. The goals as explicitly deﬁned in the guidelines are “more private capital for environmentally sustainable investment; manage ﬁnancial risks from climate change, resource depletion and environmental degradation while taking account of social and gover- nance objectives; foster transparency and long-termism in ﬁnancial and economic activities.” Against the background of reporting, there are two elements worth mentioning: the guidelines substantiate the aspect of “double materiality”, meaning ﬁnancial materiality on the one hand and environmental and social materiality on the other. Furthermore, the guidelines provide numerous detailed examples of non-ﬁnancial key perfor- mance indicators (KPIs) such as green- house gas emissions, energy indicators and physical risks, but also information on “green ﬁnancial systems”, which is to say “green climate-related bonds”. For companies, the current develop- ments outlined in the report present both risks and opportunities. Risks arise when an incoherent, expensive data graveyard is created, when company management focuses solely on ﬁnancial key ﬁgures, when risk management is not holistically structured and integrated and the com- munications strategy is addressed only to M&A Night 2019 Business. People. Network. Die Abendveranstaltung zum 17. DEUTSCHEN CORPORATE M&A-KONGRESS München, 12. November 2019, Einlass ab 18:45 Uhr. Being Public/Investor Relations 8 m o c . e b o d a . k c o t s – t c e o r p k p © j : o t o h P shareholders. Opportunities arise when corporate reporting is developed into a consistent, trustworthy, honest and detailed “value creation story” and is restricted to key ﬁnancial, non-ﬁnancial and intertwined aspects – and when it states clearly what the real purpose of the company is. Such reporting seems suited to make an important contribution to the reputation and social acceptance of the company, providing it with a “licence to operate”. ADVERTISEMENT a n J e m w w w . m el d t z t a - nig e n ! h t.d e www.ma-review.de Publikationsorgan 30. Jahrgang 1-2/2019 Standpunkt M&A als Erfolgsfaktor für Familienunternehmen Bewertung und Kapitalmärkte Erkenntnisse zu impliziten Kapital- kosten in Europa: Orientierungs- hilfe für Entscheidungsträger in volatilen Zeiten Bewertung und Kapitalmärkte Optimizing takeover premiums in M&A: The impact of target characteristics and strategic considerations International Column M&A-Markt Q4 2018: Abschwächung auf hohem Niveau setzt sich fort Austria Column Österreichs M&A-Markt 2018 zwischen Korrektur und Abschwung Switzerland Column M&A-Aktivität in der Schweiz auf Rekordniveau Deal des Monats Helaba auf Einkaufstour 1989–2019: 30 Jahre Bewertung und Kapitalmärkte Impact M&A: Wirkungsorientierte M&A-Strategien 1989–2019: 30 Jahre Veranstalter: Kooperationspartner:

Being Public/Investor Relations Lots of capital and an attractive economic framework Issuer survey of Swiss companies Switzerland traditionally has a strong capital market, and many companies value the good economic environment for an initial public offering (IPO). The conﬂict with the EU about a new trade agreement is currently causing confusion, which is expected to lead to a weakening of the stock exchange in Zurich. In reality, however, the EU has only harmed itself as a result. By Thomas Müncher T he negotiated trade agreement is meant to replace the previous system, which consisted of 120 individual bilateral contracts. But Bern has thus far refused to sign. The strongest party in the Swiss parliament, the Eurosceptic SPP, is fomenting resistance to the agreement and threatening to call a referendum. The government is afraid this might be success- ful. To put pressure on Switzerland, Brus- sels tried to hit a raw nerve: the country’s ﬁnancial system. At the end of June, they let the recognition of Swiss market regulation expire. Shareholders from the 28 EU Member States may no longer trade un- restrictedly with shares of Swiss companies if these are also being traded in the EU. m o c . e b o d a . k c o t s – 7 5 a h s o t n a s © : o t o F Clever move by the Swiss It seems no one in Brussels expected the Swiss to enact countermeasures. Never- theless, on 1 July these led to a kind of emergency regulation requiring recogni- tion of Swiss regulation for foreign trading Dr Rolf Weilenmann, Member of the Executive Board, Helvetische Bank AG GoingPublic: What are the conditions like for smaller compa- nies and start-ups? Weilenmann: Smaller companies with a proven business model and stable operating cash ﬂows can build up capital on the Swiss exchange very efﬁciently. They also proﬁt from the professional environment and the prevailing investment crisis on the investor side. For start-ups, however, the environment is more difﬁcult since there isn’t a speciﬁc stock market sector for this risk class. Companies that are still at an earlier point in their business cycle often ﬁrst turn to specialised business angels from the venture and private equity sector before they can consider taking the next step of an IPO. 42 Special “Capital Market Switzerland 2019” Dr. Rolf Weilenmann centres that want to offer Swiss compa- nies’ securities. Trading centres in the EU would not receive this recognition and could no longer trade with Swiss stocks. The EU measure has therefore had few negative effects on the Swiss capital market. “Since the expiration of exchange equivalence, revenue in the trade of shares on the SIX Swiss Exchange has risen signiﬁcantly be- cause the listing of Swiss titles on EU exchanges was suspended,” explains Dr Rolf Weilenmann, Member of the Execu- tive Board of Helvetische Bank. “This repatriation of sales volumes has had a positive effect on the Swiss exchange, while EU market participants can con- tinue to trade Swiss shares on the SIX Swiss Exchange.”

Jonathan Elmer, CFO, Landis+Gyr AG GoingPublic: Why did you decide on an IPO in Switzerland? Elmer: Landis+Gyr was founded over 120 years ago in Switzer- land, still has its headquarters in the country and enjoys strong brand recognition in the Swiss market. Due to the ﬁnancial situa- tion of the previous owner, Toshiba, the IPO had to take place within a short period of time. The IPO process on the SIX Swiss Exchange was very efﬁcient, predictable and clear, in terms of regulations. Jonathan Elmer aspects will result in substantial place- ment power for banks,” Weilenmann says knowingly. Regulation with ﬂexibility There is also a lot being done in Switzer- land to protect investors – legal require- ments are oriented towards international standards. “In spite of this, the market- oriented regulatory environment allows issuers to efﬁciently raise capital – both Effervescent ﬁnancial centre Prior to this summer drama, the IPO market in Switzerland had shown a similar development to that in Germany. While ten companies had newly gone public in 2018, just four stock corporations have decided to go public in the current year. Even so, this ﬂexible and less regulated access is especially attractive for young com panies. “Switzerland is a leading ﬁnancial centre and a magnet for international compa- nies,” said Weilenmann. The reasons for this strong appeal are varied: a high level of competitiveness, a networked eco- nomy, political, economic and social stabi- lity, and a highly qualiﬁed workforce. “Innovation, stability and security attract a ﬁnancially strong group of international investors,” notes Weilenmann. In addition, there are large pools of capital from roughly 470 banks and insurance agen- cies, as well as over 1,700 pension funds. The total assets under management have a value of over CHF 6,200 bn. “Both Being Public/Investor Relations for smaller local and for larger interna- tional companies,” explains Weilenmann. Local factors also play a role when start- ups decide to go public in their own country. “As Swiss companies, of course we want to be present in our home exchange and make it easy for our Swiss investors to trade shares in Swiss francs,” emphasises Dr Florian Dillinger, President of the Board of Directors of Matador Partners Group. “That’s why it was natural for us to list in Switzerland.” Pioneer in digital infrastructure The Swiss ﬁnancial centre can still make the most of other strengths: “Especially in the healthcare sector, the SIX Swiss Exchange is highly specialised compared to its international competitors,” observes Weilenmann. Companies beneﬁt from this because of the high visibility to investors and the media as well as the broad coverage through specialised research analysts. Not least, the operating body SIX Group is endeavouring to take on a Dr Florian Dillinger, President of the Board of Directors, Matador Partners Group AG GoingPublic: What is typical for the Swiss capital market? Dillinger: The Swiss capital market has always been a good place for blue chips. Some of Europe’s biggest companies call it their home. On the other hand, there is still too little support for small and mid-caps (SMEs). There are too few players on the market in this area who could, for example, support such companies’ capi- tal measures and accelerate their growth. Dr Florian Dillinger ANZEIGE Musterschüler war gestern Heute gibt‘s das Musterdepot BOND GUIDE stark in Anleihen & Co. 18% 16% 14% Anleihe (Laufzeit) VST Building (2019) HanseYachts II (2019) Branche Branche WKN WKN Baustoffe Baustoffe A1H PZD A1H PZD Yachten Yachten A11 QHZ A11 QHZ Kauf- wert* Nomi- nale* 7,3% 11.187 15.000 3,3% Kaufdatum 6,3% 5,8% 04/, 08/ und 09/2016 Kauf- kurs 74,58 4.413 5.000 16.10.14 88,25 8,00% 1.262 2 262 Homann 104,95 104,95 5.248 5.248 3,4% 3,4% +47,5% +447,7,55%% 164 S . A . G . S VST Building 12% 10% hts II c Ya e s n 6% a H derzeitiger derzeitiger 4% 8% S c W L II Depot- Depot- anteil anteil N e u e Z Kupon ola Kurs Kurs r s aktuell aktuell tr o Zins- s- erträge äge publity WA bis dato* ato* * m II h Wert* Wert* l o z 2% Gesamt- Gesamt- veränderung veränderung Volkswagen seit Kauf seit Kauf # Wochen # im Depot im Risiko- einschät- zung** 8,50% 5,0% 5,0% Dt. Mittelstandsanleihen Fonds 104,35 104,35 8 868 1.868 15. 15.653 15.653 Ferratum I 10,0% 10,0% Jacob Stauder II +56,6% +566,6%% 84 www.bondguide.de Neue ZWL II (2021) Automotive Automotive A13 SAD A13 SAD 4.050 5.000 08.07.16 81,00 7,50% 534 4 534 Volkswagen Automobile Automobile 8.238 10.000 01/ und 82,38 3,50% 6 586 586 101,00 101,00 Eyemaxx RE V 10.100 10.100 6,5% 6,5% 4 finance +29,7% ++229,9,7% Euroboden II 104,00 104,00 BeA Joh. Fr. Behrens 5.200 5.200 3,3% 3,3% +41,6% ++4411,66%% A- A- A- B+ Foto: © bg-pictures – stock.adobe.com 74 87

Being Public/Investor Relations pioneering role in creating a digital mar- ket infrastructure. This enables issuers in this area to proﬁt from useful changes and new improvements in efﬁciency at an early stage. A disadvantage for young companies with neither a proven business model nor operating cash ﬂows is that the SIX Swiss Exchange does not have a speci- ﬁc segment for start-ups. “Compared with Anglo-Saxon markets, Switzerland has a less pronounced ‘venture culture’ when it comes to high-risk investments,” explains Weilenmann. the part of Broad mix of investors Another advantage for the Swiss is the diversity on investors. “Switzerland makes it possible to access a lot of capital from various investors, like asset managers, private banks and family ofﬁces,” extols Jonathan Elmer, CFO of Landis+Gyr AG. Although the Swiss capital market is known for its high standards and transparency, it is not over regulated. Nevertheless, listing in Switzerland still holds limited attraction for some US investors. “This is a shame, since North Ame rica is by far the largest business region for Landis+Gyr,” laments Elmer. A wealth of ﬁnancial expertise Sandro Macciacchini, Member of the Management Board of Tamedia AG, asses- ses the strengths and weaknesses of the Swiss capital market similarly. “From the Sandro Macciacchini, Member of the Management Board, Tamedia AG GoingPublic: What makes an issuer attractive for Swiss investors? Macciacchini: Swiss investors generally value transparency and clear, understandable business models. It’s also advantageous if a company has a historically good performance record. 44 Special “Capital Market Switzerland 2019” Sandro Macciacchini Gerhard Mahrle, Chief Financial Ofﬁcer (CFO), Coltène/Whaledent AG GoingPublic: What are the strengths and weaknesses of the Swiss capital market? Mahrle: The advantages deﬁnitely include its good reputation in the international ﬁnancial world and high liquidity on the market. Other pluses are its sensible regulation and the trustworthy economic policy and realpolitik of the Swiss Federal Council. On the other hand, the disadvantages include the relatively small market as well as a lack of compatibility with foreign markets and regulations. company’s point of view, we ﬁnd it very interesting that there is so much capital available on the investors’ side.” Other advantages include the strong franc, the low interest rate level, a high degree of legal security, and broad professional expertise in the ﬁnancial sector – on the part of both investors and companies. “However, since Switzerland is not a member of the EU, there is a certain poten- tial insecurity in this relationship – just look at the current discussion on stock exchange equivalence,” says Macciacchini, with regret. Dividends make issuers attractive How should a company position itself to be more attractive for a Swiss investor? “We positioned Landis+Gyr as a company with long-term growth, a very solid balance sheet and strong cash ﬂow Gerhard Mahrle generation, with which we can pay a sustainable and attractive dividend,” underlines Elmer. “The dividend is an important aspect for our Swiss investors.” Florian Dillinger highlights another important strength: “From our point of view, the deciding factor is that listed companies show an interesting risk/ return ratio. Ultimately, in Switzerland always keep an eye on both factors.” investors Summary The Swiss capital market is known worldwide as a secure and stable capital market. The attractive location-speciﬁc factors of political stability, a secure currency, a well-educated workforce and low tax rates contribute to this reputa- tion. Even so, the country has no seg- ment for smaller companies or growth companies, whose price performance is associated with higher risks. This has the advantage, however, that negative headlines about exchange losses are relatively rare in Switzerland. Such head- lines are only appearing at the moment in relation to the stock exchange dispute with the EU. The people paying for this are the investors, for whom trade with Swiss stocks will become more expen- sive either way. For the medium term, both Switzerland and the EU could ﬁnd it in their interest to defuse the conﬂict and work together to ﬁnd a constructive solution.

Service Partner Portraits EnglishBusiness AG is a dynamic, innovative company with ofﬁces in Hamburg and Frankfurt. More than 100 consultants, translators and trainers offer support with written communi- cation and PR as well as through seminars, workshops and language training to customers looking to expand their global reach. Building on 20 years of experience the company is intimately familiar with the demands of B2B communication and helps its customers to always give the right impression. The translation business unit utilises the experience of editors and translators who not only operate to the highest linguistic standard, but understand the intricacies of ﬁnancial and corporate communication. Contact Dr Cathy Molohan is your contact for communication and language training training@englishbusinness.de Marlen Schrader will answer all questions on translations and proofreading translation@englishbusiness.de EnglishBusiness AG Rothenbaumchaussee 80c 20148 Hamburg Tel.: +49 40 6505 253 www.englishbusiness.de EQS Group is a leading international provider of regulatory technology (RegTech) in the ﬁelds of investor relations and corporate compliance. In working with EQS Group, thousands of companies worldwide inspire trust by fulﬁlling complex national and international disclosure obligations, minimizing risks and communicating transparently with stakeholders. EQS Group‘s products are pooled in the cloud-based software EQS COCKPIT. They ensure the professional control of compliance workﬂows in the ﬁelds of whistleblower protection and case management, policy management, insider list management and disclosure obligations. In addition, listed companies beneﬁt from a global newswire, investor targeting and contact management, IR websites, digital reports and webcasts for efﬁcient and secure investor communications. The group has over 350 professionals in the world’s key ﬁnancial markets around the globe. In Switzerland, the EQS Group employs around 25 employees. Contact Cédric Baumgartner, Managing Director cedric.baumgartner@eqs.com Tel.: +41 41 520 01 41 EQS Group AG Hardturmstrasse 11 CH-8005 Zurich www.eqs.com 46 Special “Capital Market Switzerland 2019”

Service ﬁresys GmbH, headquartered in Frankfurt am Main, Germany, was founded in 1989 and specialises in ﬁnancial reporting. Customers not only rely on its automated and practical solutions, but also appreciate the personalised support it provides. References: Continental AG, Deutsche Börse AG, Schmolz & Bickenbach AG, Porsche AG, thyssenkrupp AG, Österreichische Post AG, Volkswagen AG, Wirecard AG and many more. ﬁresys offers its full potential to every customer project, bringing its expertise, technical knowledge, innovative spirit and high quality standards to the table. Beneﬁts of ﬁresys software: Based completely on Microsoft® Ofﬁce – a trusted environment No revision loop – highly automated Time-saving – work together simultaneously and collaboratively No corruption of media – report in your desired layout Progress – solutions for online reporting and ESMA Contact ﬁresys GmbH Diana Kaufhold Member of the Executive Board Tel.: +49 69 794094-42 d.kaufhold@ﬁresys.de requirements (XBRL) www.ﬁresys.de Imprint Volume 22, 2019, Sept. “Capital Market Switzerland 2019“ Publishing House: GoingPublic Media AG Hofmannstr. 7a, 81379 Munich Phone: +49 89 2000 339-0 Fax: +49 89 2000 339-39 E-Mail: info@goingpublic.de Internet: www.goingpublic.de Editorial: Svenja Liebig (project manage- ment), Falko Bozicevic (editor in chief), Picture Editing: Andreas Potthoff Photos: Adobe Stock, Fotolia, Company Pictures Cover picture: © Tetiana – stock.adobe.com Authors: Prof Dr Thomas Ankenbrand, Cédric Baumgartner, Prof Dr Thomas Berndt, Denis Bieri, Hans-Jakob Diem, Dr Reto Luthiger, Dr Wolfgang Müller, Thomas Müncher, Dr Patrick Schleiffer, Robert Steininger, Dr Alexander Vogel Interviewees: Valeria Ceccarelli, Dr Florian Dil- linger, Jonathan Elmer, André Krause, Sandro Macciacchini, Gerhard Mahrle, Stefan Mühle- mann, Marlen Schrader, Dr Rolf Weilenmann Proofreading: Magdalena Aderhold, Visavis Media, Benjamin Eder Translation: EnglishBusiness AG, Hamburg & Frankfurt Design: Andreas Potthoff Editor’s address: s. Publishing House, Fax: +49 89 2000339-39, E-Mail: redaktion@goingpublic.de Head of Capital Markets Media and Contact Advertising: Peter List, Tel.: +49 69 71033719 E-Mail: list@goingpublic.de price list no. 10 of November 1, 2006 Publication dates 2019: 31.1. (Februar 2019), 2.3. (Special “Kapital- marktrecht“), 6.4. (April 2019), 31.5. (Juni 2019), 13.6. (Special “M&A Insurance“), 2.7. (Special Capital Market Italy), 3.8. (August 2019), 31.8. (Special “Geschäftsberichte & Trends“), 18.9. (Special “Kapitalmarkt Schweiz“), 16.10. (Special “Mitarbeiterbe- teiligung“), 31.10. (Special “Kapitalmarkt Österreich“), 14.12. (Dezember 2019) Distribution: Retail Price 12.50 EUR, Plattform Life Sciences: 12.50 EUR, Special issues 9.80 EUR, annual subscription 148 EUR, annual subscription abroad 148 EUR. All prices incl. shipping costs and 7% VAT. Subscriptions: GoingPublic Media AG GoingPublic Subscription management Hofmannstr. 7a, 81379 Munich Phone: 089-2000339-0, Fax: -39 E-Mail: abo@goingpublic.de Printing: Druckerei Joh. Walch GmbH & Co KG, Augsburg Liability and references: Articles, recom- mendations and tables are based on sources which the editorial team deems reliable. No guarantee can be assumed for their accuracy, however. The editorial team reserves the right to edit and/or to decline the printing of articles which it receives unprompted. Potential conﬂicts of interest: Securities of companies named in GoingPublic Magazine may be held by one or more employees of the editorial team and/or contributors at the time of the publication. However, potential conﬂicts of interest are pointed out. Reprinting: © 2019 GoingPublic Media AG, Munich. All rights reserved, espe cially those pertaining to translation into foreign lan- guages. The photo-mechanical duplication of this publication or parts thereof is not permitted without the written permission of GoingPublic Media AG. This also includes re- cording in electronic databases, the internet, and duplication on CD-ROM. ® Registered trademark at the German Patent and Trademark Ofﬁce (DPMA), reg. no. 398 15 475 GoingPublic Magazin is an ofﬁcial journal at all German securities exchanges. ISSN 1435-3474, ZKZ 46103 Special “Capital Market Switzerland 2019“ 47

Service With more than 220 lawyers, Lenz & Staehelin is a leading Swiss law ﬁrm with ofﬁces in Zurich, Geneva and Lausanne. It has more than 100 years of experience in all areas of business law and an exceptionally strong international focus. Our clients include the largest domestic and international companies and groups, as well as international organizations and individuals in Switzerland and abroad. Contact Hans-Jakob Diem Partner, Head of Corporate and M&A and Co-Head of Capital Markets Tel: +41 58 450 80 00 hans-jakob.diem@lenzstaehelin.com Lenz & Staehelin is consistently ranked in the top tier by various professional rankings and is considered as an acknowledged market leader in Switzerland. Our clients are served by a dedicated team of highly-qualiﬁed and multi- lingual lawyers who understand their needs and requirements and are committed to delivering bespoke solutions in the highest possible quality. Lenz & Staehelin Brandschenkestrasse 24 CH -8027 Zurich Switzerland www.lenzstaehelin.com SIX operates and develops infrastructure services in the Securities & Exchanges, Payments and Financial Information business with the aim of raising efﬁciency, quality and innovative capacity across the entire value chain of the Swiss ﬁnancial center. In the Securities & Exchanges business, SIX offers its customers in Switzerland and around the world a comprehensive range of exchange services from listing, trading and post-trade solutions, from a single source. SIX operates one of the most important European stock exchanges. It offers outstanding liquidity in trading of Swiss and foreign securities and connects companies from around the world with international investors and trading participants. Contact Valeria Ceccarelli Head Primary Markets Tel.: +41 58 399 2180 valeria.ceccarelli@six-group.com Patrick Förg Head Origination, Primary Markets Tel.: +41 58 399 2153 patrick.foerg@six-group.com SIX Securities & Exchanges Pﬁngstweidstrasse 110 CH-8021 Zurich www.six-group.com 48 Special “Capital Market Switzerland 2019”

Editorial

Keeping a cool head

“Capital-rich investors create a good base for IPOs”

Sustainable investment in Switzerland

ICOs vs STOs vs IEOs?

Fintech – the rescue of the Swiss financial industry?

“Platform-based business models are the future of the financial sector”

Proxy fights

“The UPC transaction makes sense“

Around the world in a matter of seconds

“Communication in times of internationalisation“

Corporate reporting as an expression of social responsibility

Lots of capital and an attractive economic framework

Partner Portraits

Imprint