7. Changes of control and defense measures

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Annual Report 2018

Annual Report 2018

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Annual Report 2018

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Table of contents for the Annual Report 2018 report

Operational review

Key Figures To our shareholdersAbout Precious Woods

Vision Focus on economic, social, and environmental added value Products and markets Global and economic challenges in a dynamic environment A pioneering role – more than just certified sustainable management Strategy: Market orientation and continuous optimization of the value chain Medium term goals: Sustainable growth Management organization with increased market orientation Milestones Precious Woods

Income statement Balance sheet

Higher harvest volume – increased production volumes with higher yield Continuous efforts on legacies and exceptional factors Precious Woods Amazon in brief Social and environmental sustainability Outlook for 2019

Productivity and profitability have suffered Setbacks can be overcome Report on further progress in social and environmental sustainability Precious Woods Gabon in brief Outlook for 2019

Precious Woods Trading in brief

Carbon & Energy

CERs from Brazilian biomass Emission trading together with myclimate Precious Woods Carbon & Energy

Selective wood utilization is not synonymous with sustainable forestry Sustainability goals of the UN 4 : 1 330 000 000 tC Fauna / Flora Precious Woods Amazon closely connected with the local population Precious Woods in Gabon – gentle use and wildlife protection Illegal logging threatens certified timber trade and sustainable development Sustainability as our entrepreneurial principle Opportunities for FSC certified timber The role of forestry in the climate change debate Sustainability Advisory Committee (SAC)

Corporate Governance

1. Group structure and shareholders 2. Capital structure 3. Board of Directors 4. Group Management 5. Compensation, shareholdings, loans 6. Shareholders’ rights of participation 7. Changes of control and defense measures 8. Auditor 9. Information policy

Shareholder information

Share capital Equivalent to 100 shares Stock market listing Share register information as of 1 January 2019 Company headquarters Stock price development

Financial Report

Precious Woods Group financial statements

Consolidated statement of financial position Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated statement of cash flowsNotes to the consolidated financial statements

1. Basis of presentation and accounting policies 2. Financial risk management 3. Trade and other receivables 4. Inventories 5. Prepayments 6. Property, plant and equipment 7. Forest, forest improvements 8. Intangible assets 9. Investment in associates 10. Non current financial assets 11. Trade and other payables 12. Financial liabilities 13. Provisions 14. Financial instruments by category 15. Share capital 16. Related party balances and transactions 17. Employee benefits 18. Net revenues from contracts with customers 19. Other production costs 20. Depreciation, amortization and impairment 21. Direct and indirect labour costs 22. Other operating income and expenses 23. Financial income and expenses 24. Leasing 25. Earnings per share 26. Contingencies 27. Financial information by segment 28. Major shareholders 29. Income taxes 30. Currency translation rates 31. Divestments and acquisitions 32. Subsequent events 33. Approval of financial statements and dividends

Report of the statutory auditor on the consolidated financial statements

Precious Woods Holding Ltd financial statements

Balance sheets as of 31 December 2018 and 2017 Statements of income 2018 and 2017Notes to the financial statements of Precious Woods Holding Ltd

Essential accounting and valuation principles 1. General 2. Authorized share capital 3. Conditional share capital 4. Investments in subsidiaries 5. Other short term receivables against group 6. Other short term interest bearing liabilities 7. Long term interest bearing liabilities 8. Board and Executive compensation 9. Depreciation, amortization and impairment 10. Major shareholders 11. Pledged assets / other securities 12. Other note / Full time employment 13. Other note / Residual amount of leasing obligations 14. Other note / Significant events after the reporting date

Report of the statutory auditor on the financial statements

Additional information

Contact addresses

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7. Changes of control and defense measures

The agreements with the members of the BoD and GM contain no statutory “opting-out” or “opting-up” clauses or clauses on changes of control with the following exception: The CEO/CFO Markus Brütsch has a change of control clause in the employment contract defining a half-year salary in addition to the notice period.