This report is based on the remuneration paid to the members of the Management Board and Executive Board of Jungfraubahn Holding AG pursuant to Article 13 para. 1 of the Ordinance against excessive remuneration at listed companies (VegüV). It will be submitted to the AGM in 2019. The report is based on Articles 13 to 16 of VegüV and also complies with the applicable standards of the Swiss Code of Best Practice for Corporate Governance, including Annex 1 on the recommendations on compensation for the Management Board and Executive Board.

The Jungfrau Railway Group offers performance-related overall remuneration that is in line with the market in order to attract, motivate and retain individuals with the necessary skills and character traits for the Management Board and Executive Board. The compensation policy is based on the following principles: The fees and basic salaries are determined according to the requirements regarding skills, responsibilities and workloads. The performance of the Executive Board is taken into account by means of a variable component determined by the result. The Management Board and Executive Board participate in the longer-term development of the company through a share participation programme. No compensation components that hinder the transfer or the change of control have been made. The notice period of the members of the Executive Board is six months (half of the statutory maximum duration).

The framework for remuneration is set out in Article 20 of the statutes of Jungfraubahn Holding AG. They allow both short-term and long-term profit-sharing in cash and/or shares, which, however, may not exceed two-thirds of the basic salary/basic remuneration. In addition, according to the statutes, treasury shares may be issued at a discounted price, benefits paid to the occupational pension plan and loans granted at standard market conditions of up to CHF 100,000.

In its current implementation, Jungfraubahn Holding AG's remuneration system is designed as simply and transparently as possible. The design of the system was possible without consultants. Profit sharing using shares as well as long-term profit sharing have been waived. They have been replaced by the participation program for discounted employee shares, in which the Management Board and Executive Board can participate voluntarily, in accordance with the quotas allocated to them. In order to limit the dynamics of the system in the event of very good results and to avoid exceeding bandwidths in the benchmark, total compensation limits have been defined for the remuneration of the members of the executive board.

2.1 Basic principles

The structure of the remuneration model is based on the basic strategy that positions the Jungfraubahn Holding AG share as a value stock. The compensation system supports the long-term increase in value for investors. This is achieved in concrete terms through

• a longer-term determination of salary and in particular a longer-term fixing of the success component of the Executive Board to ensure continuity,
• the calculation of the profit sharing of the Executive Board in earnings before tax (EBT) and thus a team-oriented objective (EBT as an important variable for a value-oriented company),
• a share participation programme with a long binding period (blocking the transfer of shares over a period of 5 years) and thus an orientation towards the long-term growth in value.

The share participation programme also exists in the same format for the Group's managers and employees. The shares under the company's own ownership are intended to reinforce the commitment of all employees to the company. The exercise rate in 2018 was 58%. In addition, the members of the extended Executive Board will receive a profit-sharing bonus on the same principle as for the Executive Board.

2.2 The individual elements of the compensation system

2.2.1 Fixed compensation

For members of the Management Board, the fixed compensation, consisting of fee, expenses and attendance fees, forms the basis for the compensation. It is paid out in two semi-annual instalments. The Executive Board receives a basic salary, which is in the form of 13 monthly salaries.

For Executive Board directors representing a legal person participating in Jungfraubahn Holding AG (article 707, paragraph 3 of the Swiss Code of Obligations), the representative may determine that the fee should not be paid to the director but directly to the legal person. The amount due will be settled once a year at the end of December [12].

Provided that members of the Management Board and members of the Executive Board receive compensation from third parties for activities carried out in connection with their roles at Jungfrau Railways, the following shall apply: The members of the Executive Board deliver their fees without compensation to Jungfraubahnen Management AG. They can keep their attendance fees as part of their compensation. Administrative committees keep fees and attendance fees. Such payments are included in this report in the fee or salary and are reported to the respective beneficiary.

2.2.2 Variable compensation

On 1 January 2018, the Board of Directors cancelled the variable component based on the EBT. The compensation no longer includes short-term profit sharing.

Service rendered by the Executive Board is taken into account through the variable profit sharing, which is determined by the success achieved by the company. It is measured by earnings before tax (EBT). It is established over the long term and applies over a longer period. The share is calculated using the formula (EBT – CHF 15 million) × [factor], using the following factors: 0.5% for the Chief Executive Officer and 0.3% for the other members of the Executive Board. Profit sharing is limited by the statutes to a maximum of two thirds of basic remuneration. The profit share is payable to members of the Executive Board on the payment day following the approval of the results of Jungfraubahn Holding AG.

The promising investments and the steadily increasing profits of the Jungfrau Railway Group have prompted the Board of Directors to negotiate a new system for profit sharing with the Executive Board. The profit sharing is to start in 2019, starting from a profit of 20 million francs. The formula has been adjusted as follows: (EBT – CHF 20 million) x [factor].

2.2.3 Share participation programme

The Management Board and Executive Board can participate voluntarily in the programme for discounted employee shares, in accordance with the quotas allocated to them. The subscription right is allocated, taking into account the amount approved by the General Meeting and by virtue of the business affiliation at the end of the 3rd quarter. Exercising takes place at a discounted price which is reviewed and re-established annually. The number of subscription rights for the Management Board is also determined by a maximum amount for the share. This is determined in such a way that the total remuneration comes within a defined target range based on the position [13].

The subscription period runs for 60 days in which the beneficiaries must decide how many shares they wish to purchase. The guideline for the subscription price is one-third of the average price in December of the previous year, which can be adjusted, if necessary (major price changes), during the year until 15 September at the latest [14]. The shares cannot be sold or pledged during a vesting period of 5 years. The difference between the reference price and the exchange rate, determined according to circular no. 37 of the Federal Tax Administration, is shown as a remuneration component.

2.3 Occupational pension plan of the Executive Board

The basic salaries of the members of the Executive Board are insured in the Jungfrau Railways Staff Pension Fund. An insurance solution for the variable components is in place with a life insurance company.

3.1 Organisation

The Management Board of Jungfraubahn Holding AG is responsible for the overall management, supervision and control of the Executive Board throughout the Jungfrau Railway Group. According to Article 21 of the statutes, it may appoint support committees. The duties of the Management Board and committees are regulated by the statutes, the organisational regulations and the regulations of the committees. The Management Board is assisted by a Remuneration Committee in matters of compensation. The members are determined by the General Meeting through corresponding legal provisions (VegüV). In accordance with the proposals of the Management Board, the General Meeting of 2018 elected Mr Thomas Bieger (Chairman), Peter Baumann and Hanspeter Rüfenacht onto the Remuneration Committee for one year. They are all independent and “non-executive”. The secretary of the committee is Urs Kessler, Chief Executive Officer.

According to art. 21 para. 2 of the statutes, the Committee has the power to make proposals and implementations. Within the framework of the General Meeting resolution, it establishes the employment contracts or remuneration of the members of the Executive Board (except the CEO) as part of its implementation powers. Subject to the amount approved by the General Meeting, the Committee shall determine the subscription rights and the subscription price for discounted shares (section 2.2.3). In addition, decisions on remuneration are to be decided by the General Management Board, as far as the Management Board and the Executive Board are concerned, as well as the corresponding motions to the General Meeting.

3.2 Procedure

Remuneration questions are always prepared at the Remuneration Committee. In accordance with special regulations, the Remuneration Committee draws up the general remuneration policy of the company (Management Board, management and staff) and submits proposals for the implementation of the General Meeting decision into specific remuneration for the Management Board and CEO as well as a draft proposal for compensation to the General Meeting. It also works out the remuneration report, which is submitted to the General Meeting for information purposes.

The Remuneration Committee meets at least twice a year. It compares the compensation against a benchmark. The constantly updated comparison has a broad basis. It is based on information on remuneration from listed companies in Bern as well as companies in the railway and tourism sector. The Remuneration Committee also makes its decisions within the framework of the implementation powers conferred upon it. Among other things, it sets the number of subscription rights and the price in the share purchase programme in accordance with the amount approved by the General Meeting.

At every meeting of the Management Board following a meeting of the Committee, the Committee shall provide an extensive report to the Management Board. Within this framework, among other things, an exchange regarding the results of the compensation benchmark and the structure of the share participation programme takes place. In addition, an overall assessment of the compensation system and its effectiveness is made.

At the end of each year, the Management Board is primarily concerned with the compensation of the Executive Board, the other managers and, in a supervisory sense, the remuneration principles for the entire staff. The Management Board generally assesses its own activities and compensation as part of the annual analysis of the business results and the review of its strategies. This cycle does not prevent it from raising, in the short term, remuneration questions or issuing appropriate clarification orders.

3.3 Rules

The principles for the compensation of the Management Board and Executive Board are set out in a special chapter in the Organisational Regulations (Article 24a et seq.) The compensation scheme of Jungfraubahn Holding AG reconciles the interests of the recipients of the compensation with the interests of the company and supports the implementation of the strategy (see paragraph 2 of the Remuneration Report). It is not intended to provide any false incentives and does not include components that can be adversely influenced. The requirements profile of the Management Board forms the basis for determining the fees. This is constantly compared with the actual status and scrutinised periodically.

The remuneration system of Jungfraubahn Holding AG is designed for consistency and reliability. Variable compensation is also based on criteria and objectives that are defined in advance and usually in the long term. Correspondingly, there are binding rules for profit sharing and the participation programme. Subsequent voluntary special bonuses are established by the Board only to a modest extent and in exceptional cases.

4.1 Measurement

Compared with 2017, the following reorganisation of the remuneration was undertaken:

• After the Board of Directors dispensed with the profit-sharing scheme in 2017, it has now been definitively terminated with the adoption of new regulations.
   
• Introduction of a cost ceiling for the total compensation of the Executive Board. The Compensation Committee had to deal with the fact that the compensation of the Executive Board, due to the profit growth and the increase of the share price in a market comparison, reached an upper limit of the comparison band. It has therefore requested that the Board of Directors introduce a cost ceiling for the total compensation. The Board of Directors has included the following caps in contracts effective from 2019: CEO CHF 800,000, Executive Board Members CHF 500,000. Members of the Executive Board have approved an early introduction for the year 2018, whereby the Board of Directors pays another allowance for years of service to the CEO outside these limits. In addition, due to the receipt of the building permit for the V-Cableway, a one-time bonus of CHF 25,000 will be paid.
   

The detailed information on remuneration in the reporting year 2018 is shown in 4.2 in tabular form.

The Executive Board is also entrusted with the management of Berner Oberland-Bahnen AG within the framework of its activities. The alliance partner bears 28.5% of the fixed component of the remuneration reported for the Executive Board members.

The EBT (Earnings Before Taxes) applicable to the calculation of the share of the company result amounts to CHF 60.962 million for the 2018 financial year.

The subscription rights for the purchase of discounted shares remained unchanged for 2018: Management Board members 750 shares, Chief Executive Officer 2000 shares, Executive Board members 1200 shares. The shares issued could be purchased at a preferential price of CHF 43 applicable to all Group employees. The reference date for the subscription and therefore also for the calculation of the value of this remuneration component was 2 October 2018. The share price was CHF 140.00, which means that the relevant rate after deduction of 25.274% (circular No. 37 of the Swiss Tax Administration) was CHF 104.60. The difference between the subscription price and the discounted value is thus CHF 61.60. This amount, multiplied by the individual number of shares, is reported as a remuneration component. The following numbers of shares were ultimately issued to members of the company management in 2018:

The 2018 Annual General Meeting approved a remuneration of CHF 750,000 for the Management Board for the term until 2019 AGM. The total amount paid to the Board of Directors for 2018 amounts to CHF 663,079, of which 7/12 relates to the period from the 2018 Annual General Meeting, which corresponds to CHF 386,796. It is projected that the remuneration will not exceed the total amount approved by the 2018 AGM until the 2019 AGM.

The total amount paid to the Executive Board for the 2018 financial year is CHF 1,827,305. The sum granted for the 2018 financial year at the 2017 General Meeting amounts to CHF 2,280,000.

4.2 Remuneration overview

4.3 Loans and credits

There were no loans in the year 2019 for members of the Board of Directors or Executive Board.

The object of the official annual report of Jungfraubahn Holding AG is the management report (with segment reporting) and the financial report, which contains the consolidated financial statements for 2019 and the financial statements for 2019 of the holding company. The auditor's reports are also included in this part of the annual report. The printout of the annual report in German, available at the registered offices of the company during the invitation period to the General Meeting of Jungfraubahn Holding AG, is binding and has been audited. Thus no audit reports were drawn up in English. You can download a PDF document with the same content from the online annual report Download Centre. The accompanying report and the download file also contain the 2019 remuneration report and corporate governance information.

For the Jungfrau Railway Group, constructive dialogue with its diverse stakeholders is at the heart of corporate governance. The Swiss Code of Best Practice of the umbrella organisation Economiesuisse serves as a model. As the Group is relatively small, it is important to ensure that the management and control instruments do not exceed a narrow scope, as this would otherwise result in an untenable overhead. Our solutions are finetuned to the needs of the company according to the principle of proportionality.

The following information on corporate governance is structured in accordance with the Corporate Governance Directive (DCG) of the SIX Swiss Exchange. The statutes and the organisational regulations, to which reference is made repeatedly, can be downloaded from https://www.jungfrau.ch/en-gb/corporate/investor-relations/jungfraubahn-holding-ag/shareholder-information/. The disclosures in the corporate governance report refer to the status as at 31 December 2019. Any significant changes occurring after this deadline, but before the editorial deadline, and any decisions of material importance, are mentioned separately as such. The corporate governance guidelines are merely the formal foundation of a comprehensive understanding of fair and transparent behaviour. Only with a positive attitude towards this concept can an impact truly be made. The focus is on an open and regular exchange of opinions and information. The people behind the Jungfrau Railway Group, from company management to staff, strive to maintain contact and a constructive dialogue with all interest groups (also known as stakeholders).

1.1 Group structure

1.1.1 Group Operational Structure

The subsidiary companies of Jungfraubahn Holding AG (also known as Jungfrau Railway Group) cooperate closely with Berner Oberland-Bahnen AG (BOB), which is majority owned by the federal government and the canton of Bern. This operating consortium is a virtual, combined company. Jungfraubahn Holding AG (JBH) only holds 8% of BOB shares and does not participate on its Board of Directors.

The partnership is safeguarded by Jungfraubahnen Management AG (JBM; shares: JBH 67 %, BOB 33 %). This is done primarily by making the best possible use of management resources (personnel, skills, instruments), which it builds, maintains and develops for all its clients. Insofar as JBM coordinates its approach with clients in order to strive for the greatest possible synergies, particularly in marketing, customer service, insurance, quality assurance, compliance management, procurement and IT, it does so as a full-function joint venture of the companies involved.

Collectively, the companies involved present themselves under the name Jungfrau – Top of Europe. The organisational chart of the operating companies and the operational organisation of JBH can be found in the chapter “The holding company”.

1.1.2 Listed companies

The only listed company in the consolidated entity is Jungfraubahn Holding AG, 3800 Interlaken, Switzerland. Its registered shares are listed on the SIX Swiss Exchange in Zurich (security number 1 787 578, ISIN CH0017875789). Based on a JBH registered share closing price of CHF 165.00, the market capitalisation as at 31 December 2019 was CHF 962,775,000.

1.1.3 Non-listed companies

The following non-listed companies are part of JBH’s consolidated entity:

1.2 Significant shareholders

On the cut-off date of 31 December 2019, the following shareholders were included in the share register with a holding of more than 3% of total capital:

1.3 Cross-investments

None of the companies in which JBH holds more than 5% of shares is a major shareholder of JBH.

2.1 Capital

The share capital of JBH amounts to CHF 8,752,500. Further information on the capital can be found in the balance sheets (balance sheet and consolidated balance sheet of Jungfraubahn Holding AG) published in the annual report and in the accompanying notes in the appendices.

2.2 Authorised and contingent capital

There are currently no provisions in the statutes of JBH on authorised or contingent share capital.

2.3 Changes in capital in the past three years

There have been no changes in the capital of JBH in the last three years.

2.4 Shares and Participation Notes

The share capital is divided into 5,835,000 fully paid registered shares with a nominal value of CHF 1.50 (single share, security number: 1 787 578). Entry in the share register is a prerequisite for exercising voting rights. Shares are issued in the form of a value right and managed as book-entry securities. All shares are entitled to dividends.

Further information on the shares can be found in the Notes to the financial statements of JBH (holdings in own shares, share numbers) and online at: https://www.jungfrau.ch/en-gb/corporate/investor-relations/jungfraubahn-holding-ag/shareholder-information/.

JBH does not have participation capital.

2.5 Participation Certificates

JBH has no participation certificates.

2.6 Limitation of transferability and nominee registrations

2.6.1 Limitation of transferability and derogation

Article 5 (3)(a) of the statutes contains the following entry restriction:

The Board of Directors may refuse to register an acquiror as a shareholder with voting rights if an individual shareholder owns more than 5% of the share capital of the company, whereby legal entities and partnerships, other associations of persons as well as joint ownership relationships which are linked to one another by capital or voting rights through uniform management or in some other way, and natural persons or legal entities or partnerships which act with a view to circumventing the limitation on registration (in particular as a syndicate), are each considered to be one shareholder for the purpose of registration in the share register; Article 685d (3) of the Swiss Code of Obligations remains reserved. The limitation on registration laid down in this section also applies to the establishment of usufruct and to shares subscribed to or acquired by exercising subscription, option or conversion rights.

The Board of Directors exercises the authority granted to it by the statutes (“The Board of Directors may…”) and only permits entries of voting rights (see Article 685 et seq. (2) and (3) of the Swiss Code of Obligations) in the share register if the share quorum of 5% is not exceeded.

2.6.2 Nominee entries

No nominee entries are made in the JBH share register. Article 5 (3)(b) of the statutes gives the Board of Directors the right to refuse registrations unless the shareholder concerned expressly declares, even upon request, that they have acquired the shares in their own name and for their own account. Applications for registration usually already contain a corresponding declaration by the shareholder. In all other cases, specific enquiries are made in accordance with the statutes.

2.6.3 Procedure for lifting the restriction of transferability

If the restriction on transferability is to be lifted, the statutes must be amended by the General Meeting (GM). For this purpose, Article 15 (3) of the statutes provides for a quorum of two-thirds of the votes represented.

2.7 Convertible bonds and options

JBH has not taken up any convertible bonds and no options are outstanding.

3.1 Members of the Board of Directors (together with the information on other activities and vested interests required under subparagraph 3.2)

The following information on the Board of Directors relates to the 31 December 2019 [6]. In the event of changes, the updated information can always be found online at https://www.jungfrau.ch/en-gb/corporate/investor-relations/jungfraubahn-holding-ag/board-of-directors/.

The JBH Board of Directors consists of six members.

Prof. Dr. Thomas Bieger (1961, CH), Chairman

1 Studies (Economics), University of Basel, doctorate 1987; Professor of Business Administration (BWL) and Tourism (1996) at University of St. Gallen 2 Activities at the Universities of Basel and Innsbruck; Lecturer and member of the Executive Board of the Lucerne and Chur Higher College for Business and Administration; Director and Managing Director of Mittelschule und Tourismusfachschule Samedan; Teaching, guest professorships and fellowships at the Simon Fraser University Vancouver, the Vienna University of Economics and Business, the University of Lugano and the University of Otago; various BoD mandates 3 Rector of the University of St. Gallen; Full Professor at the University of St. Gallen; Director of the Institute for Systemic Management and Public Governance 4 Chairman of the Remuneration Committee; Chairman of JBM 5 None 6 President of the Swiss Association for Hotel Credit 7 Member of the Board of the European Foundation for Management Development (EFMD); President of the Chamber of Universities at Swissuniversities 8 None 9 Non-executive 10 None

Ueli Winzenried (1955, CH), Vice-Chairman

1 Graduated as a chartered accountant from Higher College for Business and Administration; postgraduate education at IMD Lausanne and Stanford University (California) 2 19 years of management positions at F. Hoffmann-La Roche Ltd. in Switzerland and internationally (Spain, Peru, Korea, Greece), the latter years of which as Director and Member of Diagnostics Divisional Management, responsible for international sales and marketing activities including global logistics 3 Chief Executive Officer of Gebäudeversicherung Bern 4 Chair of the Audit Committee, board member of JBM 5 Business relationship with Gebäudeversicherung Bern/GVB Privatversicherungen AG 6 Board of Directors member of Espace Real Estate Holding AG; Board of Directors member of Kongress + Kursaal Bern AG (including subsidiary); Member of the Board of Trustees of the Jungfrau Railways Pension Fund; Board of Trustees of aha!; Board of Trustees of Creaviva; Board of Trustees of WWF Switzerland; Central Executive Board of Helvetas 7 Board of the Canton of Bern Trade and Industry Association; Board of the Economic Society of Bern Canton 8 None 9 Non-executive 10 None

Peter Baumann (1956, CH)

1 1980 Graduated as Cultural Engineer ETH Zurich; 1989 INSEAD Executive Program; 1994 Swiss Management Course (SKU) 2 1981-1988 Basler & Hofmann AG, Engineering Consultant and Planning Group in Zurich; 1988-1996 Von Roll Transportsysteme AG, Thun (from 1991 Von Roll Seilbahnen AG); 1996-1997 Mecaplex AG, Grenchen; since 1997 Doppelmayr/Garaventa Group 3 Regional Manager LATAM Doppelmayr/Garaventa Group 4 Member of the Remuneration Committee 5 Garaventa AG is a supplier of ropeways for Jungfrau Railways 6 Board of Directors member at Garaventa AG; Board of Directors member at CWA Constructions SA Corp., Olten; Board member Mecaplex AG, Grenchen 7 None 8 Grindelwald Municipal Council 9 Non-executive 10 None

Nils Graf (1956, CH)

1 Bricklayer apprenticeship; foreman school; various further training courses and graduation as certified foreman at the Swiss Building School in Aarau 2 Since 1982 Co-owner of Graf AG Hoch- & Tiefbau, Holzbau in Wengen 3 Co-owner of Graf AG Hoch- & Tiefbau, Holzbau in Wengen 4 Member of the Audit Committee 5 Various contracts in building construction and civil engineering 6 Chairman of the Board of Directors of Beo Bauservice AG; President of Graf Bauberatung GmbH; Vice-Chairman of the Board of Directors of Graf AG 7 Senator of Junior Chamber International; Vice-President of the Jungfrau Marathon Organisation Committee 8 Mountain Notary of the Wengernalp Alpine Cooperative; Secretary of the Wengen Ski Slope Commission 9 Non-executive 10 None

Catrina Luchsinger Gähwiler (1967, CH / GB)

1 1991 Graduated in law at the University of Zurich (licentiate); 1995 bar exam in the canton of Zurich; 2004 Doctor of Law Ph.D. 2 1996-2000 Solicitor with internationally oriented Zurich law firms; January 2012-December 2016 Managing Partner of Froriep Rechtsanwälte; solicitor (since 2000) and partner (since 2007) with Froriep Legal AG, lawyers Zurich 3 Lawyer 4 Member of the Audit Committee 5 None 6 Board of Directors at Baader Helvea AG (Zurich); Nova Property Fund Management AG (Zurich); Brevalia AG (Zurich); Member of the Board of Trustees of the Sanitas Foundation 7 Member of International Bar Association; Member of International Pacific Bar Association (Vice-Chair Banking and Finance Committee); Member of Swiss-Asian Chamber of Commerce 8 None 9 Non-executive 10 None

Hanspeter Rüfenacht (1958, CH)

1 Apprenticeship, Vocational secondary school KV (Swiss Commercial Association) Bern; business economist HWV (Higher College for Business and Administration) 2 1974–1999 Schweizerische Bankgesellschaft/UBS AG, various management roles in private and corporate customer business and credit management; since 1999 Berner Kantonalbank AG, Head of Credit Management, since 2002 Member of the Executive Board and Head of the Consulting and Sales Department, 1 January 2012–30. June 2019 Chief Executive Officer 3 None 4 Member of the Remuneration Committee 5 None 6 Member of the Swiss Association of Cantonal Banks (VSKB) 7 President of the Economic Society of the Canton of Bern (VWG Bern); Member of the board of the Trade and Industry Association of the Canton of Bern (HIV) 8 None 9 Non-executive 10 None
 

Reference to an event after the key date: A new candidate for the Board of Directors will be proposed to the shareholders for election at the General Meeting 2020 of JBH: Heinz Karrer.

3.2 Other Activities and Vested Interests

See the information under subparagraph 3.1.

3.3 Number of approved mandates

The number of mandates in the upper management and administrative bodies of legal entities outside the Group to be entered into the Swiss commercial register or a comparable international register is limited for members of the Board of Directors to three mandates in listed companies, ten mandates in non-listed companies and twenty mandates in other legal entities such as foundations and associations (Article 17 of the JBH statutes).

3.4 Election and term of office

3.4.1 Guidelines for the Election Process

The General Meeting elects all Directors, the Chair and the members of the Remuneration Committee annually and in a single election (Article 17 of the JBH statutes, according to VegüV (Ordinance against Excessive Remuneration of Listed Companies)). 

In accordance with the organisational regulations of the Board of Directors, the following limitations apply:

The age limit is set at 70 years, i.e. at the General Meeting of the year in which the mandate holder reaches the age of 70, they must resign from the Board of Directors.

3.5 Internal organisation

With the exception of the Chair and the members of the Remuneration Committee, the Board of Directors is self-constituting with regard to its ranks and the composition of the committees. It has elected Christoph Schläppi as its secretary (himself not a board member).

3.5.1 Division of Responsibilities within the Board of Directors

In the absence of the Vice Chair, the Chair of the Board of Directors leads the Board and chairs its meetings and the General Meeting. This person is a key contact for the Chief Executive Officer in all aspects of company management. All other board members perform and assume the same duties and responsibilities in plenary sessions. The Board is supported by specialist committees formed from among its members. They analyse specific areas in depth and report on the preparation of resolutions or the exercise of their supervisory function. For details, see the rules of the respective committee.

3.5.2 Composition of the Individual Committees

Audit Committee:

Ueli Winzenried (Chairman); Nils Graf, Catrina Luchsinger Gähwiler

The Audit Committee has in particular the following tasks:

• Assessment of the semi-annual and annual accounts;
• Assessment of the organisation of internal financial control and external auditing
• Assessment of the independence, performance and compensation of external auditors and the compatibility of consultancy mandates with auditing activities.

The Audit Committee does not carry out any audits itself.

Remuneration committee:

Prof. Thomas Bieger (Chairman), Peter Baumann, Hanspeter Rüfenacht

In principle, the Remuneration Committee has the authority to make proposals and implement them. The Committee is also responsible for the employment contracts of the members of the Executive Board. For additional authorisation procedures, the organisational regulations refer to the regulations of the Remuneration Committee. According to these regulations, the committee decides definitively on the remuneration of the extended Executive Board, the reference price for and claim to discounted shares for managers and employees, and on the approval of additional activities by the Executive Board and extended Executive Board.

The Remuneration Committee also ensures that a benchmark for remuneration is established regularly (at least once a year) – whereby for this purpose the remuneration paid by comparable listed companies and Bern-based firms is determined) – that the Board of Directors’ requirement profile is periodically compared with the current situation, that deputies and succession plans for members of the Executive Board and the extended Executive Board and any other key personnel are discussed with the Chief Executive Officer, and that employees are regularly evaluated and a self-assessment of the work of the Remuneration Committee is carried out.

The Remuneration Committee makes the following preparations for the attention of the Board of Directors:

• Determination of the remuneration policy as a whole (BoD, management, staff)
• Proposal for the implementation of the AGM resolution regarding compensation in regard to specific remuneration for the Board of Directors and CEO.
• Preparation of the remuneration proposals to the General Meeting
• Preparation of the remuneration report
• Preparation of review proposals for the statutes regarding the guidelines for the remuneration of the members of the Board of Directors and the Executive Board.
• One-off, voluntary bonuses for staff (principle, framework)

3.5.3 Working Methods of the Board of Directors

As a rule, the Board of Directors meets five times a year, of which one is a two-day strategy meeting. Resolutions are always passed by the entire BoD, with a simple majority of those present sufficing. The CEO attends Board meetings in an advisory capacity. In addition, the persons responsible for the business in question are present at the meetings. The invitation to the Board of Directors’ meetings lists all the topics to be covered. The meeting participants receive a written breakdown of the proposals in advance. In urgent cases and subject to certain restrictive formal requirements, resolutions may also be passed by way of circulation. The Board members have direct access to the intranet of Jungfrau Railways and they may use the meeting preparation tool Diligent, which gives the, access to the documents from current and previous meetings. In the course of the year, the Board of Directors adheres to the following cycle of successive analysis and decision-making steps:

• Strategy control and risk assessment
• Preparation/adjustment of the business plan
• Budgeting according to the business plan
• Investment decisions
• Analysis of the results

In the year under review, six meetings of the Board of Directors – one of which lasting two days – took place alongside three meetings of the Audit Committee and two of the Remuneration Committee.

3.6 Allocation of Responsibilities

The Management Board of Jungfraubahn Holding AG is responsible for the overall management, supervision and control of the Executive Board throughout the Jungfrau Railway Group.

The Board of Directors of JBH is responsible for the overall management, supervision and control of the Executive Board throughout the Jungfrau Railway Group.

The tasks of the Board are laid down in the statutes and in the organisational regulations. The Board of Directors is authorised to make decisions on all matters that are not expressly transferred to or reserved for the General Meeting or other corporate bodies by law, the statutes or the organisational regulations. The organisational regulations contain a detailed allocation of responsibilities between the Board of Directors and the Executive Board, which takes account of the legal requirements (Article 716a of the Swiss Code of Obligations) and is always observed in day-to-day business. Rules for insider prevention and disclosure requirements for management transactions can be found in the appendices. The organisational regulations, which also contain a tabular comparison of the responsibilities of the Board of Directors and Executive Board as well as a summary of the project management, can be found online at https://www.jungfrau.ch/en-gb/corporate/investor-relations/jungfraubahn-holding-ag/shareholder-information/.

The Board of Directors has a directors and officers insurance policy, the premiums for which are paid by the Company.

3.7 Information and control instruments

Open and timely reporting to the Board of Directors is ensured (the Chief Executive Officer is responsible for this). This takes the form of verbal comments at BoD meetings (standard agenda items for CEO and CFO) and special reporting on large projects (annual project status and project billing upon conclusion). In the case of special events, the Board of Directors is notified immediately in an appropriate way.

The Chairman of the Board of Directors and the Chief Executive Officer communicate weekly and advise each other regularly of all significant transactions.

The Jungfrau Railway Group has a management system certified in accordance with the ISO 9001:2015 standard. This also fulfils the requirements of the quality seal (level three) of the Swiss Tourism Organisation and integrates the process organisation, work instructions, internal control system (ICS), risk management and quality assurance into a uniform management tool.

The Jungfrau Railway Group has a performance measurement system (LMS) which contains key figures on business development, finances and general conditions. It is constantly updated. The reports, which are addressed to the Board of Directors, include the most important key figures.

4.1 Members of the Executive Board (together with the information on other activities and vested interests required under subparagraph 4.2)

The following information on the Executive Board relates to 31 December 2019 [7]. Constantly updated information can be found online at https://www.jungfrau.ch/en-gb/corporate/jungfrau-railways/alliance-jungfrau-top-of-europe/management/.

Urs Kessler (1962, CH)

1 Higher commercial college; operations manager; sales trainer qualification; federally certified marketing planner; federally certified marketing manager; SKU course in business management 2 Operations Manager at Swiss railway stations in driving service and sales; various posts in BLS management, focus on marketing; 1987 Joined Jungfrau Railways 3 Chairman of the Jungfrau Railways Executive Board 4 Chairman of the Board of Directors of the subsidiaries (WAB, JB, FB, PHL, BLM, HB, JS, GGI and JGA) 5 None 6 Board of Congress Centre Kursaal Interlaken AG 7 Board of the Canton of Bern Trade and Industry Association; board member of Interlaken Tourism (TOI); Board RAILplus; member of the Strategy Committee for Direct Transport (StAD); Board BE! Tourismus AG; Board of öV Preis- und Vertriebssystemgesellschaft AG 8 None 9 Chief Executive Officer 10 Joined the company as a sales promotion employee; 1990 Head of Commercial Services; 1994 Head of the new Joint Marketing and Operations division, elected as member of the Executive Board

Christoph Schläppi (1959, CH)

1 Solicitor; management for the Legal Profession HSG 2 Solicitor in Interlaken; joined Jungfrau Railways in 1996 3 Member of Jungfrau Railways Board of Directors 4 On the Board of subsidiaries (WAB, JB, PHL, FB, SPX, BLM, HB, JS, GGI and JGA) 5 None 6 Vice-Chairman of the Board of Gondelbahn Grindelwald-Männlichen AG; member of the pension committee of Gondelbahn Grindelwald-Männlichen AG; Member of the administration of Genossenschaft Mönchsjochhütte, secretary; Board member of Bank EKI; Chair of the Audit Committee of Bank EKI 7 VöV representative on the Board of Trustees of the Swiss Commission for the Prevention of Accidents on Snow Sports Slopes (SKUS) 8 None 9 Corporate Secretary 10 AdmJoined as management secretary (later Head of the Directorate) and Secretary to the Board of Directors, until 31 December 2017 Head of Corporate Services

Christoph Seiler (1969, CH)

1 University Degree in Economics; Rochester-Bern Executive MBA Programme 2 Various posts in the banking sector; Loeb Holding AG, Berne, most recently as CFO; joined Jungfrau Railways in 2002 3 Member of Jungfrau Railways Executive Board 4 On the Board of subsidiaries (PHL, BLM, HB, JB, WAB, JS, GGI and JGA) 5 None 6 Chairman of Jungfrau Railways Pension Fund Foundation; Board of Trustees of Mürren Sports Facilities Foundation; Board of Directors of Seiler AG, Bönigen 7 President of Swiss Athletics 8 None 9 Head of Finance & Controlling (CFO) 10 None

4.2 Other Activities and Vested Interests

See the information under subparagraph 4.1.

4.3 Number of approved mandates

For members of the Executive Board, the limit is one mandate for listed companies, three mandates for non-listed companies and 15 mandates for other legal entities such as foundations and associations (Article 17 of the JBH statutes).

4.4 Management contracts

There are no management contracts. The management is carried out entirely from within the Group.

All information on compensation, holdings and loans (content and establishment of the compensation and holding programmes for the Board of Directors and Executive Board, guidelines for and elements of the compensation and the holding programmes, and organisation, procedures and rules for the fixing thereof) are set forth in the separate remuneration report.

In the statutes, the following rules regarding compensation, holdings and loans are laid down for the Board of Directors and Executive Board:

6.1 Voting rights restrictions and voting rights representation

6.1.1 Voting rights restrictions

The registered share issued by JBH is a single share class. There is no statutory restriction on voting rights, but the transferability provision in conjunction with the provisions of Article 685f (2) and (3) of the Swiss Code of Obligations results in a de facto restriction on voting rights: Entry in the Share Register Without Voting Rights (see subparagraph 2.6.1).

6.1.2 Exceptions to the restriction of voting rights

No information.

6.1.3 Cancellation of Restrictions on Voting Rights

No information.

6.1.4 Statutory rules for participation in the General Meeting

A shareholder may only be represented at the General Meeting by a legal representative or another shareholder who is participating in the General Meeting and registered in the share register. There is also the possibility of representation by the independent proxy via written instructions or electronic remote voting. The details on the regulation of instructions to the independent proxy as well as on electronic remote voting are contained in the respective invitation to the General Meeting. In terms of entrance controls to the General Meeting, a legally signed power of attorney is required as a proof of legitimacy for non-individually authorised bodies that want to represent their companies at general meetings.

6.2 Statutory quorums

In addition to the special quorums required by law, the JBH statutes also provide for a two-thirds majority and an absolute majority of the nominal value of the shares represented for the following resolutions:

• the facilitation of the transferability of registered shares
• the dissolution (as such) or merger of the company

6.3 Calling of the General Meeting

With regard to the convening of the General Meeting, the JBH statutes comply with the statutory regulations. They designate the Swiss Commercial Gazette as the publication organ. The Board of Directors may determine further publication bodies and invite the shareholders registered in the share register by letter. It has made use of these opportunities without exception since the company came into existence.

The date of the General Meeting and also the dates of the deadlines pursuant to subparagraphs 6.4 and 6.5 below are published online at https://www.jungfrau.ch/en-gb/corporate/investor-relations/jungfraubahn-holding-ag/calendar/ and are sent to the shareholders in a reminder letter before the General Meeting.

6.4 Agenda

Shareholders representing 10% or more of the share capital (currently: shares with a nominal value of at least CHF 875,250), may request the inclusion of an item on the agenda, specifying the item to be discussed and the applications. The corresponding request must be submitted to the Board of Directors in writing and no later than 45 days before the relevant General Meeting (date of arrival).

6.5 Entries in the share register

Admission to the General Meeting is exclusively for shareholders registered with voting rights in the share register. They receive an invitation by post with an admission card. Ascertainment of the access authorization is carried out one week before the General Meeting (the exact date is published in a letter to the shareholders). Thereafter, no further entries are made in the share register until the day after the General Meeting. Shareholders who sell shares during this vesting period lose the associated voting rights. They must have their admission card corrected at the admission control on the day of the General Meeting.

There are no special arrangements for a change of control. The legally required obligation to submit a takeover offer remains unchanged. The limit of 33% has not been raised or lowered (no opting up/out).

8.1 Term of mandate

8.1.1 Transfer Date

At the JBH General Meeting 2019, the company BDO AG, Bern, was elected as the new auditors..

8.1.2 Appointment of the lead auditor

The Lead Auditor (mandate partner) for the year 2019 is Matthias Hildebrandt.

8.2 Audit Fee

The fees charged by the auditing company for its activities across the entire Jungfrau Railway Group, including audits of the companies in the consolidated entity and audits in connection with railway regulations in 2019, amount to CHF 118,000.

8.3 Additional fees

BDO AG, Bern, has not performed any additional services and has therefore not received any additional fees.

8.4 Supervisory and control tools for the audit

The assessment of the independence, performance and compensation of the external auditors, as well as the compatibility of consultancy mandates with the auditing activities, is one of the duties of the Audit Committee explicitly stated in the Organisational Regulations (subparagraph 3.5.2). It shall report regularly to the Board of Directors. The auditing company was present at all meetings of the Audit Committee.

Jungfraubahn Holding AG endeavours to communicate with all stakeholders in an active, open and timely manner. In this task, the management is supported by Kathrin Naegeli, who is responsible for the media.

The shareholders of JBH are actively informed by means of the annual report, the semi-annual financial statements and, if required, by shareholder letters. Share price-relevant matters are published according to the SIX rules on ad-hoc publicity.

On the Jungfrau Railways website, up-to-date information can be accessed in German and English and, among other things, the ad-hoc newsletter required by the Listing Rules can be subscribed to. In the Company Information section (https://www.jungfrau.ch/en-gb/corporate/jungfrau-railways/jungfraubahn-holding-ag/) there is a wealth of information and downloads for those who are specifically interested in the company.

Jungfrau Railways informs its employees and the public quickly, actively and transparently about important business processes. The media can contact the company for information at any time. With service-oriented communication it promotes the sale of its offers.

Media contact

Kathrin Naegeli, Head of Corporate Communications
Phone +41 79 222 53 10, kathrin.naegeli@jungfrau.ch

General information

www.jungfrau.ch, https://www.jungfrau.ch/en-gb/corporate/investor-relations/
info@jungfrau.ch
Phone: +41 33 828 71 11
Fax: +41 33 828 72 64
Webcam: https://www.jungfrau.ch/en-gb/live/webcams/

Company headquarters:

Harderstrasse 14
3800 Interlaken
Switzerland