Evolva Holding SA Duggingerstrasse 23 4153 Reinach Switzerland Reinach, 15 April 2016

Invitation to the Annual General Meeting Dear shareholder, We are pleased to invite you to the Annual General Meeting to be held on Friday, 13 May 2016, at 10.00 a.m. at Hotel Radisson Blu, Steinentorstrasse 25, 4001 Basel, Switzerland. Agenda and Proposals of the Board of Directors 1. Approval of the Management Report, the Statutory Financial Statements and the Consoli-

dated Financial Statements 2015 Proposal: The Board of Directors proposes that the Management Report, the Statutory Financial

Statements and the Consolidated Financial Statements for 2015 be approved. 2. Consultative Vote on the Compensation Report 2015

Proposal: The Board of Directors proposes endorsement of Evolva's Compensation Report 2015 in a consultative vote.

3. Discharge of the Members of the Board of Directors and of the Group Management Team Proposal: The Board of Directors proposes that the discharge of the members of the Board of Di-

rectors and the Group Management Team for the financial year 2015 be approved. 4. Appropriation of Results Proposal: The Board of Directors proposes to carry forward the loss of the year 2015 in the

amount of CHF 6.69 million. 5. Amendments of the Articles of Association

5.1 Renewal of the authorised share capital (new Article 3abis of the Articles of Associa-

tion) Proposal: The Board of Directors proposes to create an authorised capital of CHF 15,000,000, which enables the issuance of 75,000,000 fully paid registered shares with a nominal value of CHF 0.20 each, and the availability of this capital for two years until no later than 13 May 2018, by re-introducing article 3abis of the Articles of Association as set out below. Explanation: In May 2015, the Annual General Meeting authorised the Board of Directors to in-crease the share capital pursuant to article 3abis of the Articles of Association by up to 65,000,000 shares (20% of the issued capital at the time). This authorisation was fully used up in the capital increase of September 2015. The Board of Directors now proposes to create a new authorised share capital in an amount of up to CHF 15,000,000 (19% of the currently issued capital) or 75,000,000 shares available until 13 May 2018. This proposed authorisation enables the Board to

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respond swiftly to attractive financing opportunities if and when these arise. Old version New version

Article 3abis

[Deleted]

Article 3abis Authorised Share Capital for Financing Purposes 1. The Board of Directors is authorised, at any time

until 13 May 2018, to increase the share capital, as per Art. 3 of the Articles of Association by a maxi-mum of CHF 15,000,000.00 through the issuance of a maximum of 75,000,000 registered shares, to be fully paid up, with a par value of CHF 0.20 each. In-creases by underwriting as well as partial increases are permissible. The issue price, the time of dividend entitlement, and the type of contribution will be de-termined by the Board of Directors. Upon acquisition, the new shares will be subject to the transfer re-strictions pursuant to Art. 5 of the Articles of Associa-tion.

2. The Board of Directors is authorized to exclude shareholders' subscription rights if the new regis-tered shares are used for (a) the acquisition of com-panies, segments of companies or participations through an exchange of shares or (b) for financ-ing/refinancing the acquisition of companies, seg-ments of companies or participations, or (c) new in-vestment plans and/or instruments that are issued on the national or international capital markets (in-cluding private placements).

3. If commitments to service convertible bonds or loans

or bonds with warrants are assumed in connection with company take-overs or investment plans, the Board of Directors is authorized, for the purpose of fulfilling delivery commitments under such bonds or loans, to issue new shares excluding the subscrip-tion rights of shareholders.

4. Registered shares for which subscription rights have

been granted but not exercised are to be used in the interest of the Company or sold on the market at market conditions.

5.2 Increase and Extension of the Conditional Capital for Employees, Persons of

Comparable Positions and Board Members (amendment of Article 3c paragraph 1 of the Articles of Association).

Proposal: The Board of Directors proposes: a) to increase the conditional capital available for employee participation plans from currently

CHF 7,429,192.80 to CHF 8,100,000.00; and b) to expand the use of the conditional capital to include other equity-based instruments, such as

restricted stock units (RSU), and to approve corresponding editorial changes to article 3c,

all by amending article 3c of the Articles of Association as set out below. The agenda items 5.2(a) and 5.2(b) will be voted on separately. Explanation: Based on the Company's compensation system, its progress over the past years as well as the increasing headcount, the available conditional capital under article 3c of the Articles of Association is fully reserved for outstanding options. In order to be able to continuously attract, incentivise and adequately compensate its employees and new talents, the Company requires an increased conditional capital available for its employee incentive plans.

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As described in the 2015 Compensation Report, Evolva further aims to move from options to RSU as equity-based compensation for the Board of Directors. The current Article 3c only allows the issue of shares from conditional capital upon exercise of options. If the shareholders accept agenda item 5.2(b), the conditional capital of Article 3c will also be available for the allocation of RSU, effectively enabling their introduction. Old version New version

Article 3c Conditional Capital for Employees, Persons of Compa-rable Positions and Board Members 1. The share capital of the Company increases in the nom-

inal value of up to CHF 7,429,192.80 by issuance of up to 37,145,964 fully paid-in registered Shares with a nom-inal value of CHF 0.20 each, subject to the exercise of options granted by the Company to employees of the Company or its subsidiaries, persons of a comparable position and Board members.

2. [deleted] 3. The priority right of subscription and the pre-emptive

rights of the Shareholders shall be excluded. The condi-tions of the grant of the options, as the amount of the is-sue of the shares, the time of the entitlement for divi-dends as well as the kind of contribution, shall be de-termined by the Board of Directors in the form of special rules (Stock Option Plans).

4. The further transfer of the registered Shares acquired by

the exercise of the conversion or options rights under this article shall be subject to the restrictions of Article 5 of these Articles of Association.

Article 3c Conditional Capital for Employees, Persons of Compa-rable Positions and Board Members 1. The share capital of the Company increases in the nom-

inal value of up to CHF 8,100,000.001 by issuance of up to 40,500,0001 fully paid-in registered Shares with a nominal value of CHF 0.20 each, subject to the direct or indirect exercise/issuance2 of options or other equity-based instruments2 granted by the Company to employ-ees of the Company or its subsidiaries, persons of a comparable position and Board members.

2. [deleted] 3. The priority right of subscription and the pre-emptive

rights of the Shareholders shall be excluded. The condi-tions of the grant of the options or other equity-based in-struments2, as the amount of the issue of the shares, the time of the entitlement for dividends as well as the kind of contribution, shall be determined by the Board of Di-rectors in the form of special rules (Stock Option Plans).

4. The acquisition and2 further transfer of the registered

Shares acquired by the exercise of options or the alloca-tion of other equity-based instruments2 under this article shall be subject to the restrictions of Article 5 of these Articles of Association.

6. Elections 6.1 Elections of the Board of Directors Proposal: The Board of Directors proposes that all current members of the Board of Directors be re-elected for a period of one year. The Board of Directors further proposes that Mr. Gerard Hoetmer be elected as new member of the Board of Directors. The proposed increase in the size of the Board from eight to nine is a temporary measure, aimed to facilitate a gradual succession process. 6.1.1 Sir Tom McKillop 6.1.2 Claus Braestrup 6.1.3 Martin Gertsch 6.1.4 Neil Goldsmith 6.1.5 Jutta Heim 6.1.6 Ganesh Kishore 6.1.7 Stuart Strathdee 6.1.8 Thomas Videbaek 6.1.9 Gerard Hoetmer

About Gerard Hoetmer Gerard Hoetmer (born 1956, Dutch nationality) spent the first 25 years of his career in various units within the multinational consumer goods company Unilever. Starting in engineering and pro-

1 If the shareholders do not approve the increase of the conditional capital proposed under agenda item 5.2(a), this amendment to art. 3c

of the Articles of Association will not apply. 2 If the shareholders do not approve the increase of the conditional capital proposed under agenda item 5.2(b), this amendment to

art. 3c of the Articles of Association will not apply.

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duction management, his responsibilities increased to include logistics, supply chain and com-mercial. In his first general management steps during his Unilever career he was responsible for Sales and Marketing and later as CEO of Loders Croklaan, a speciality food ingredient company. In 2000, Mr Hoetmer took on the position as Senior Vice President Supply Chain Unilever Foods and Member of the Unilever Foods Executive Board, generating a turnover of EUR 27 billion. In 2005 he left Unilever to join Corbion N.V. (formerly CSM N.V.), a Dutch Euronext-listed group, as CEO. While at Corbion Mr Hoetmer oversaw the company’s transformation from a broad food and food-ingredients manufacturer to a focused industrial biotech company delivering bio-based prod-ucts made from renewable resources. In 2014, Corbion generated revenue of EUR 770 million and counted nearly 2,000 employees. Mr Hoetmer retired from this function in 2014. He has a Master degree in Mechanical Engineering from Delft University in the Netherlands. He is chair-man of the boards of Devro plc (UK listed), AON Holdings B.V. (Netherlands, not listed) as well as Dutch football club Feyenoord (not listed).

6.2 Election of the Chairperson of the Board of Directors Proposal: The Board of Directors proposes that the Annual General Meeting re-elects Sir Tom McKillop as Chairperson of the Board of Directors for the term of one year until the next Annual General Meeting.

7. Election of the Compensation Committee

Proposal: The Board of Directors proposes that the following persons be re-elected for a period of one year. The nominations will be voted on separately. 7.1 Claus Braestrup. 7.2 Thomas Videbaek

8. Re-election of the Auditors

Proposal: The Board of Directors proposes to re-elect Ernst & Young Ltd., Basel, as auditors for a one-year term.

9. Re-election of the Independent Proxy Proposal: The Board of Directors proposes the re-election of Dr. Oscar Olano, staehelin olano Ad-vokatur und Notariat, Basel, as independent proxy for the term of one year.

10. Compensation of the Group Management Team Proposal: The Board of Directors proposes to approve a maximum amount of fixed and variable compensation of CHF 4.1 million (maximum 2015/2016: CHF 4.1 million) for the members of the Group Management Team for the period from 1 July 2016 until 30 June 2017.

Explanation: The board of Evolva has established a set of company goals for 2016, the achieve-ment of which will determine the variable compensation for the Group Management Team and for other staff in the beginning of 2017. The proposed amount is based on currency exchange rates as of March 2016. An extensive description of Evolva’s compensation policy as well as the actual and proposed amounts of compensation of the members of the Group Management Team are availa-ble in the Compensation Report which is part of the Annual Report 2015 (pages 51 et. seq.) and can be downloaded from our website at www.evolva.com.

11. Compensation of the Board of Directors Proposal: The Board of Directors proposes to approve a maximum compensation amount of CHF 800,000 (maximum 2015/2016: CHF 670,000) for the Board of Directors covering the period until the Annual General Meeting in 2017.

Explanation: The increase in the maximum compensation of the Board of Directors is related to the proposed addition of one member to the Board of Directors as part of its board succession plan-ning. An extensive description of Evolva’s compensation policy as well as the actual and proposed amounts of compensation of the Board of Directors are available in the Compensation Report which is part of the Annual Report 2015 (pages 51 et. seq.) and can be downloaded from our web-site at www.evolva.com.

Annual Report The English language Annual Report 2015 (including the Statutory Financial Statements, Consolidat-

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ed Financial Statements and the Compensation Report for 2015, the statutory auditors’ reports on the Statutory Financial Statements and on the Consolidated Financial Statements) as well as the German summary may be inspected by shareholders at the Company’s registered office (Duggingerstrasse 23, 4153 Reinach, Switzerland). Registered shareholders can use the enclosed reply form to request the Business Report. The Annual Report is also available on the website at www.evolva.com. Admission and Voting Rights All shareholders registered in the shareholders register will receive a reply form together with the invi-tation. Admission cards may be ordered from Evolva Holding SA, Share Register, c/o Nimbus AG, Ziegelbrückstrasse 82, 8866 Ziegelbrücke, Switzerland, using the enclosed reply form. Admission cards with ballot forms will be sent out starting 9 May 2016. All shareholders registered in the shareholders register as of 6 May 2016 are entitled to vote. In case of sale of shares mentioned on the admission card on or before 13 May 2016, the shareholder will lose his/her right to vote. Proxies Any shareholder not attending the Annual General Meeting in person may appoint one of the following as proxy: legal representative; another shareholder; the independent proxy Dr. Oscar Olano, LL.M, staehelin olano Advokatur und Notariat, Malzgasse

15, 4052 Basel, Switzerland. For this purpose, please see the instructions on the reply form and complete the form as instructed. Correspondence All correspondence concerning the Annual General Meeting should be addressed to: Evolva Holding SA, Share Register, c/o Nimbus AG, Ziegelbrückstrasse 82, 8866 Ziegelbrücke, Switzerland.

Yours sincerely, For the Board of Directors of Evolva Holding SA The Chairman Sir Tom McKillop

(The original German text remains in all matters binding and definitive)

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