26
Invitation to the 53rd Annual General Meeting of Shareholders
Bossard Holding AG
20
Dear Shareholders,
We are pleased to invite you to our 53rd annual general meeting of shareholders.
Date: Friday, April 10, 2026
Time: 4:00 p.m. (doors open at 3.00 p.m.)
Venue: Freiruum, Aabachstrasse 16, 6300 Zug
Arrival information on page 9
Further information and documents will be available shortly before the annual general meeting of shareholders under the following link or QR-Code.
www.bossard.com
About us Investor-Portal Corporate GovernanceAnnual General Meeting
AgendaVotes on the financial and non-financial reporting for the 2025 financial year
-
Approval of the management report, the annual financial statements and the consolidated financial statements of Bossard Holding AG for the 2025 financial year
The Board of Directors requests the approval of the management report, the annual financial statements and the consolidated financial statements of Bossard Holding AG for the financial year 2025.
Explanation:The Board of Directors is required by law to submit the management report, the annual financial statements and the consolidated financial statements of Bossard Holding AG to the annual general meeting of shareholders for approval. The auditor PricewaterhouseCoopers AG has audited the consolidated financial statements and annual financial statements and recommends their approval in their audit reports.
-
Advisory vote on the non-financial report for the 2025 financial year
The Board of Directors requests the approval of the non-financial report for the 2025 financial year (advisory vote).
Explanation:Based on Art. 964a of the Swiss Code of Obligations, Bossard Holding AG is required to prepare
a report on non-financial matters. The report on non-financial matters can be found in the Annual Report 2025 under the heading "Sustainability" on pages 21-89. The report on non-financial matters must be submitted to the annual general meeting of shareholders for approval as part
of an advisory vote. The vote covers the sections of the sustainability report 2025 specified on pages 81- 82.
-
Approval of the management report, the annual financial statements and the consolidated financial statements of Bossard Holding AG for the 2025 financial year
Discharge of the Board of Directors and the Executive Committee
The Board of Directors requests the discharge of the members of the Board of Directors and the Executive Committee for the 2025 financial year.
Explanation:By discharging the members of the Board of Directors and the Executive Committee, the company as well as the approving shareholders declare that they will no longer hold the persons responsible for events from the past financial year that were brought to the attention of the annual general meeting of shareholders accountable.
Appropriation of available retained earnings of Bossard Holding AG
The Board of Directors requests that the retained earnings in the amount of CHF 39,921,868 as of December 31, 2025, be used as follows:
Retained earnings CHF 39,921,868.00
Distribution of a dividend* in the amount of CHF 3.90 gross per
registered A share and CHF 0.78 gross per registered B share CHF - 30,058,431.00 Earnings to be carried forward CHF 9,863,437.00
*The dividend from retained earnings is subject to Swiss withholding tax.
Upon approval of this proposal, the dividend is expected to be paid as from April 16, 2026. The last trading day with entitlement to receive the dividend is April 14, 2026. From April 15, 2026, the shares will be traded ex-dividend.
Explanation:The distribution of a dividend requires a resolution by the annual general meeting of shareholders. The proposed appropriation of available retained earnings is in line with the dividend policy of Bossard Holding AG. The auditor PricewaterhouseCoopers AG confirmed in their audit report that the proposed appropriation of retained earnings complies with the law and the Articles of Association.
Approval of the total compensation
-
Binding vote on the maximum amount of compensation for the Board of Directors from the 2026 annual general meeting of shareholders to the 2027 annual general meeting of shareholders
The Board of Directors requests the approval of a maximum amount of compensation for the Board of Directors of CHF 1,500,000 for the period from the annual general meeting of shareholders 2026 until the annual general meeting of shareholders 2027.
Explanation:Each member of the Board of Directors receives a fixed compensation, supplemented by compensation for their work in a committee of the Board of Directors and a lump-sum expense allowance. Further information on the compensation structure for the Board of Directors can be found in the compensation report from page 120 in the Annual Report 2025.
-
Binding vote on the maximum amount of compensation for the Executive Committee for the 2027 financial year
The Board of Directors requests the approval of a maximum amount of compensation for the Executive Committee of CHF 6,500,000 for the 2027 financial year.
Explanation:Each member of the Executive Committee receives a fixed compensation, variable compensation (consisting of a short-term oriented incentive and a long-term oriented incentive), and occupational benefits. Further information on the compensation structure for the Executive Committee can be found in the compensation report from page 120 of the Annual Report 2025.
-
Advisory vote on the 2025 compensation report of Bossard Holding AG
The Board of Directors requests the approval of the 2025 compensation report (advisory vote).
Explanation:The compensation report contains the basics for the compensation of the Board of Directors and the Executive Committee as well as the compensation paid to the members of these two bodies for the 2025 financial year. The Board of Directors submits the compensation report to the shareholders for an advisory vote. The compensation report can be found on pages 120 -139 in the Annual Report 2025.
-
Binding vote on the maximum amount of compensation for the Board of Directors from the 2026 annual general meeting of shareholders to the 2027 annual general meeting of shareholders
Elections to the Board of Directors for the one-year term of office 2026/27 until the conclusion of the next annual general meeting of shareholders
-
Proposal for the representative for holders of registered A shares
The Board of Directors proposes to appoint Marcel Keller as representative for holders of registered A shares.
Explanation:Each group of shareholders, in particular the category A registered shareholders, is entitled to one seat on the Board of Directors. The Board of Directors proposes the appointment of Marcel Keller as representative of the category A registered shareholders.
-
Re-elections of the chair and the members of the Board of Directors
The Board of Directors requests the re-election of each of the following:
David Dean as member and chair of the Board of Directors;
Patricia Heidtman;
Petra Maria Ehmann;
Marcel Keller;
Martin Kühn;
Prof. Dr. Ina Toegel.
Explanation:According to the Articles of Association, the term of office of the chair and the members of the Board of Directors ends with the closure of the annual general meeting of shareholders on
April 10, 2026. They must be re-elected annually by the annual general meeting of shareholders. The chair and all other members of the Board of Directors are standing for re-election. Information on the current members of the Board of Directors can be found from page 101 in the Annual Report 2025.
-
Elections to the Compensation Committee
The Board of Directors requests the election of each of the following:
Petra Maria Ehmann (new election);
Marcel Keller (re-election);
Prof. Dr. Ina Toegel (re-election).
Explanation:According to the Articles of Association, the term of office of the members of the Compensation Committee ends with the closure of the annual general meeting of shareholders on April 10, 2026. They must be elected annually by the annual general meeting of shareholders. Patricia Heidtman is not seeking re-election as a member of the Compensation Committee. The Board of Directors proposes Petra Maria Ehmann for election as member of the Compensation Committee. All other members of the Compensation Committee are standing for re-election.
-
Proposal for the representative for holders of registered A shares
Re-election of the Auditors
The Board of Directors requests the re-election of PricewaterhouseCoopers AG, Zurich, as the Statutory Auditors for the 2026 financial year.
Explanation:According to the Articles of Association, the auditors must be elected annually by the annual general meeting of shareholders. PricewaterhouseCoopers AG has confirmed to the Board of Directors that it has the necessary independence to exercise the office of statutory auditor of the company.
Re-election of the Independent Proxy
The Board of Directors requests the re-election of René Peyer, Attorney-at-Law.
Explanation:The law requires that the Independent Proxy is elected annually by the annual general meeting of shareholders. Mr. Peyer meets the independence criteria and the Board of Directors proposes the re-election of Mr. Peyer.
Miscellaneous
The date by which shareholders must be registered in the share register of the company is Thursday, April 2, 2026, end-of-day processing (art. 5 para. 2 of the Articles of Association).
Admission ticketsShareholders who wish to attend the annual general meeting of shareholders or be represented are requested to obtain their admission tickets with the voting material via registration form by Friday, March 27, 2026, from Devigus Shareholder Services. Please note that the admission tickets will be delivered by Friday, March 27, 2026, at the earliest.
E-VotingWe invite shareholders to submit their votes prior to the annual general meeting of shareholders by means of e-voting via internet. Shareholders are kindly requested to use their personal access code or QR-code which is shown on their registration form. E-voting is possible until 11:59 p.m. on Tuesday, April 7, 2026.
Authorization of independent proxyShareholders who wish to appoint the Independent Proxy Mr. René Peyer, Schweiger Advokatur/Notariat, Dammstrasse 19, 6300 Zug, are kindly requested to tick the appropriate box on the registration form, and to forward the signed form, with the relevant voting instructions to Devigus Shareholder Services, Birkenstrasse 47, 6343 Rotkreuz, by using the return envelope.
Shareholders who wish to be represented otherwise are kindly requested to tick the appropriate box on the registration form, complete and forward the signed form to Devigus Shareholder Services, Birkenstrasse 47, 6343 Rotkreuz, by using the return envelope.
The Annual Report can be found and downloaded on the website at www.bossard.com / About us / Investor-Portal / Annual Report.
DonationIn the spirit of sustainability, Bossard Holding AG will make a donation to a charitable organization instead of a "Give Away". We will be pleased to provide you with further information about the details of this donation at the annual general meeting.
Further informationIn case of any questions regarding the registration form or e-voting, please do not hesitate to contact Devigus Shareholder Services by phone +41 (0)41 798 48 00 or by e-mail bossard@devigus.com.
Thank you for your attention. Zug, March 16, 2026 Bossard Holding AG
David Dean Dr. Daniel Bossard
Chair of the Board of Directors CEO
P1
P2
2
BUS
P6
3
BUS
P3
SBB
P5
P4
Entrance Freiruum
Aabachstrasse 16, 6300 Zug
Bus stop Zug Aabachstrasse
Bus stop Zug Landis & Gyr/Bahnhof
+
R
LANDIS
-STRASSE
GUBELS
TR
SE
TRAS
GUISAN-S
ASSE
AL-
WESTSTRASSE
R
E
EN
G
AABACHST
R
ASSE
SE
ZÄHLERWEG
DAMMSTRASSE
AABACHSTRASSE
S
BAARERSTRASSE
RA
INDUSTRIESTRASSE
T
S
D
R
O
N
G
Y
ArrivalMETALLSTRASSE
CHAMERSTRASSE
GOTTHARDSTRASSE
POSTSTRASSE
By car
The following public parking lots and parking garages are available:
P1 P2 P3 P4 P5
P6
Siemens Bossard Arena
Parking an der Aa Parking Neustadtplatz Shopping Mall Johnson & Johnson
With public transport
The Freiruum is a 5-minute walk from Zug railway station. Alternatively, bus lines 606, 607 and 611 run from Zug railway station (from the «Zug Landis & Gyr/Bahnhof» stop) to the
«Zug Aabachstrasse» stop. From this stop it is a 2-minute walk to the Freiruum.
We kindly ask you to use public transport, as parking availability around Freiruum is limited.
Bossard Holding AG Steinhauserstrasse 70
6300 Zug
Switzerland
P +41 41 749 65 86
F +41 41 749 60 21
investor@bossard.com https://www.bossard.com

