Entrepreneurial thin!‹ing. Private ban!‹ing.
Invitation to the 21S* Annual General Meeting
Date: 20 March 2026, 2:30 PM (physical meeting, doors
open at 2:00 PM)
Place: Park Hyatt, Beethovenstrasse 21, Zurich, Switzerland
Agenda items
Organisational notes
Zurich, 25 February 2026
shareholders
MANAGEMENT REPORT, FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS FOR 2025; REPORTS OF THE AUDITORS
CONSULTATIVE VOTE ON THE COMPENSATION REPORT FOR 2025
VOTE ON THE SUSTAINABILITY REPORT FOR 2025
ALLOCATION OF RESULTS; DIVIDEND BY WAY OF DISTRIBUTION OUT OF RESERVES FROM CAPITAL CONTRIBUTIONS
ALLOCATION OF RESULTS
DIVIDEND BY WAY OF DISTRIBUTION OUT OF RESERVES FROM CAPITAL CONTRIBUTIONS
DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE
APPROVAL OF COMPENSATION
APPROVAL OF THE AGGREGATE MAXIMUM FIXED COMPENSATION OF THE BOARD OF DIRECTORS
APPROVAL OF THE AGGREGATE MAXIMUM FIXED COMPENSATION OF THE EXECUTIVE COMMITTEE
APPROVAL OF THE AGGREGATE MAXIMUM VARIABLE COMPENSATION OF THE EXECUTIVE COMMITTEE
APPROVAL OF THE AGGREGATE MAXIMUM VARIABLE LONG-TERM COMPENSATION OF THE EXECUTIVE COMMITTEE
ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CHAIR
ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS
ELECTION OF THE CHAIR
ELECTION OF THE MEMBERS OF THE REMUNERATION AND NOMINATION COMMITTEE
ELECTION OF THE INDEPENDENT SHAREHOLDERS' REPRESENTATIVE (INDEPENDENT PROXY)
Proposal of the Board of Directors:
Re-election of the law firm ADROIT Attorneys, Zurich, as independent proxy for a one-year term of office until the closure of the next Annual General Meeting.
ELECTION OF THE AUDITORS
Bacl‹ground:
The General Meeting is competent to elect the auditors. PricewaterhouseCoopers SA, Geneva, has indicated to act as auditor for another term of office if re-elected.
Proposal of the Board of Directors:
Re-election of PricewaterhouseCoopers SA, Geneva, as auditors for a one-year term of office until the closure of the next Ann ual General Meeting.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND INTRODUCTION OF A CONVERSION CAPITAL
Bacl‹ground:
EFG International AG maintains a robust capital framework significantly exceeding the regulatory minimu m applicable to EFG Group. In furtherance of its ongoing commitment to strengthening the growth and competitiveness of EFG International AG, the Board of Directors intends to create the underlying basis for Additional Tier 1 bonds ("AT1 bonds") that include a mechanism for conversion into shares of EFG International AG upon the occurrence of certain pre-defined trigger events, thereby enabling EFG International AG to absorb losses and strengthen its capital base in periods of financial d istress. ATI bonds form part of the regulatory cap ital that banks are required to hold under Swiss law and the Basel capital standards. The ability to issue AT1 bonds as convertible securities, rather than as write-down instruments, enables EFG International AG to comply with regulatory capital requirements more efficiently.
In light of the foregoing, the Board of Directors proposes creating conversion capital pursuant to the new article 3d of the Articles of Association. Such conversion capital is distinct from the capital band and conditional share capital set out in articles 3a, 3b and 3c of the Articles of Association. The conversion capital will be established in accordance with the Swiss Banking Act and is intended exclusively for the issuance of the necessary number of shares of EFG International AG upon conversion of AT1 bonds; it does not permit cap ital increases for any other purposes. The adoption of the proposed conversion capital would provide EFG International AG with the flexibility to execute future AT1 bond issuances at opportune times, taking advantage of favourable economic and market conditions, while supporting efficient compliance with regulatory capital requirements and strengthening the EFG Group's resilience under stress conditions.
The proposed conversion capital would, upon the occurrence of trigger events, allow for the issuance of up to 50,000,000 new registered shares with a nominal value of CHF 0.50 each through conversion, representing approximately 16.30 % of EFG International AG's share capital registered in the commercial register as at 31 December 2025, with such newly issued shares to be delivered to holders of the relevant financial instruments at the time of conversion. The number of shares to be issued upon conversion will be determined in accordance with the contractual conversion formula specified in the terms and conditions of the AT1 bonds. These terms include the definition of the trigger event, the conversion rate, and applicable anti-dilution provisions.
The exact word ing and further details relating to the proposed new article 3d of the Articles of Association can be found in the annex to the invitation published in the Swiss Official Gazette of Commerce, which sets forth a comparison of the current and proposed versions of the Articles of Association. The annex is available online at the following link httos://www.efeinternational.com /ch/ investors/ annu al-General-meeting.html.
Proposal of the Board of Directors:
Implementation of article 3d to the Articles of Association of EFG International AG as shown in the annex.
Administrative details
The Annual Report 2025 (including the compensation report 2025 and the reports of the auditors) as well as the Sustainability Report 2025 are available on the internet: https://www.efginternational.com/financial-reporting.
Enclosed with the invitation sent to shareholders is the application and proxy form that can be used to order the admission card or to grant a power of attorney to the independent proxy, ADROIT Attorneys, Zurich or to a third party. Shareholders who wish to attend the Ann ual General Meeting in person or grant a proxy are kind ly asked to complete the enclosed form and return it until 16 March 2026 at the latest d ate of receipt) by mail to the following address: EFG International AG, c/ o Computershare Schweiz AG, Baslerstrasse 90, P.O. Box, 4601 Owen, Switzerland.
Shareholders may also grant a power of attorney to the independent proxy by exercising their voting rights online using their personal voting code set out in the proxy form until 18 March 2026. Shareholders who exercise their voting rights online are asked not to return their proxy form.
Shareholders registered with voting rights in the share register as at 05 March 2026, 5:00 PM CET (closing of share register), will be authorised to vote at the Annual General Meeting. They will receive the admission card and voting material after sending the application and proxy form. From 06 March 2026 to and including 20 March 2026, no entries will be made in the share register, which would create a right to vote at the Annual General Meeting.
Shareholders who sell part or all their shares before the Ann ual General Meeting are no longer entitled to vote to that extent. They are requested to return or to exchange their admission card and voting material.
Shareholders who do not attend the Annual General Meeting in person and who do not exercise their voting rights online may be represented by a third party based on a written power of attorneys) or by the independent proxy, ADROIT Attorney, Zurich. For further details, shareholders may consult the application and proxy form.
Zurich, 25 February 2026
EFG International AG
On behalf of the Board of Directors
Chair
Alexander Classen
Annex: Proposed changes to the Articles of Association