Geberit : Minutes of the 26th General Meeting of Geberit AG (1.0 MB)

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MINUTES 26th Ordinary General Meeting of the shareholders of Geberit AG, held on 16 April 2025 at 4:30 p.m. Location: Sporthalle Grünfeld, Rapperswil-Jona, Switzerland Created: 17 April 2025 Participants: Albert M. Baehny (Chairman of the Board of Directors) Eunice Zehnder-Lai (Vice Chair of the Board of Directors) Thomas Bachmann (Board of Directors) Felix R. Ehrat (Board of Directors)* Werner Karlen (Board of Directors) Bernadette Koch (Board of Directors) Christian Buhl (CEO) Tobias Knechtle (CFO) Martin Baumüller (Group Executive Board) Andreas Lange (Group Executive Board) Clemens Rapp (Group Executive Board) Ronald van Triest (Group Executive Board) Martin Ziegler (Group Executive Board) *excused Secretary: Roman Sidler (Head Corporate Communications & Investor Relations) 963 registered shareholders at the beginning of the General Meeting 23 external guests 95 internal assistants Welcome and opening In his capacity as chairman of the General Meeting, Chairman of the Board of Directors Albert M. Baehny opens the General Meeting. In addition to the above-mentioned individuals, the following are also participating in the General Meeting: Roger Müller, attorney at law, representing the law firm hba Rechtsanwälte, Zurich, as the Independent Proxy, Thomas Illi and Martin Knöpfel from PricewaterhouseCoopers AG, Zurich, as representatives of the auditors for the 2024 business year, Christoph Michel and Niklas Frick from Ernst & Young AG, Zurich, as representatives of the auditors to be newly appointed at the General Meeting, Patrick Schleiffer, attorney at law, Lenz & Staehelin, Zurich, Ueli Dobler, Rapperswil-Jona town councillor, Representatives of the media, and Geberit apprentices based in Rapperswil-Jona who are in their final year of apprenticeship. Notice of convocation, notice by means of official publication, opportunity to inspect documents Before addressing the items on the agenda, the chairman makes the following formal introductory statements: In a letter dated 19 March 2025, which included the agenda items and the proposals of the Board of Directors as well as the enclosed Summary Report on the business year 2024, the shareholders were Geberit International AG · Corporate Communications · Schachenstrasse 77 · CH-8645 Jona · Postfach 1575 · CH-8640 Rapperswil invited to today's General Meeting in accordance with the provisions of the Articles of Incorporation and in compliance with the advance notice of 20 days prescribed by law. The invitation was also published on the portal of the Swiss Official Gazette of Commerce on 20 March 2025. No proposals for the agenda were received from the shareholders. In the invitation to today's General Meeting, it was pointed out that the 2024 Annual Report, including the Business and Financial Review, the Consolidated Financial Statements 2024 with the Auditors' Reports and the Sustainability Report are available on the Internet ( https://www.geberit.com/annualreport ) as an online version and are available for inspection at the registered office of the company. The minutes of the last ordinary General Meeting, which was held on 17 April 2024, were duly signed and available for inspection by the shareholders at the Company's headquarters. They were also published on the Internet. As per the Articles of Incorporation, the General Meeting is chaired by the Chairman of the Board of Directors. In the interests of good corporate governance, Vice Chair of the Board of Directors and Chair of the Nomination and Compensation Committee Eunice Zehnder-Lai will conduct the votes on agenda item 5.1.1 (Re-election of Albert M. Baehny as a member of the Board of Directors and as Chairman of the Board of Directors) as well as agenda item 8 (Remuneration). The secretary and the tellers are appointed by the chairman. In order to facilitate the taking of the minutes, the General Meeting is recorded electronically. The recording is destroyed once the minutes have been approved. The secretary of the General Meeting is Roman Sidler, Head Corporate Communications & Investor Relations. The lead tellers are Edi Alpiger, Head of Financial Administration of Rapperswil-Jona, and Hansjörg Goldener, former town clerk of Rapperswil-Jona. According to law, the Independent Proxy may only give general information on received instructions at the earliest three working days prior to the General Meeting. The Independent Proxy, Roger Müller, informs the chairman that on 11 April 2025 he had informed the Board of Directors of the interim results of the votes received on the individual agenda items. The chairman declares that the General Meeting has been convened, notice thereof by means of official publication has been provided and the related documents have been made available for inspection in a timely and proper manner in accordance with the law and the Articles of Incorporation and that the General Meeting is thereby duly constituted and constitutes a quorum. Attendance Immediately prior to the vote on the first agenda item, the number of shareholders present, votes represented and capital represented is as follows: 19,484,434 registered voting shares, each with a par value of CHF 0.10 (a total par value of CHF 1,948,443.40), are represented at the General Meeting either directly or by proxy. This is equivalent to 55.37% of the total share capital of CHF 3,518,908.20 registered as of the date of the General Meeting with the commercial register. In detail, the representation proportions are as follows: 963 shareholders/shareholders' representatives are present, representing 2,300,719 shares with a total par value of CHF 230,071.90; and The Independent Proxy is representing 17,183,715 shares with a total par value of CHF 1,718,371.50. The chairman explains the electronic voting procedure that is going to be implemented. The voting device allows several votes to be carried out in a single voting round. This option is being used at today's General Meeting for the elections to the Board of Directors and the Compensation Committee, whereby each person will be voted on individually and the voting results will be announced in their entirety at the end of each ballot. The chairman also advises the shareholders in attendance of the possibility of expatiating on votes. Individual agenda items Agenda item 1: Approval of the Business and Financial Review, the Financial Statements and the Consolidated Financial Statements for 2024, acceptance of the Auditors' Reports The chairman points out once again that the shareholders had been sent a Summary Report of the Annual Report 2024 together with the invitation to the General Meeting. The complete Annual Report was published on the Internet as an online version. A hard-copy version thereof was also on display at the Company's headquarters. CEO Christian Buhl presents the business year 2024 and provides an outlook for the business year 2025 (cf. enclosures). The chairman then gives a summary of the past business year. The Financial Statements and Consolidated Financial Statements for 2024 were audited by the auditors from PricewaterhouseCoopers AG and accepted without exception. The chairman states that the General Meeting has taken note of the Auditors' Reports and thanks the auditors for their work. There were no requests to speak on this agenda item. The result of the vote on the proposal of the Board of Directors with respect to this agenda item is as follows: Valid votes: 19,421,555 Votes in favour: 19,339,344 99.58% Votes against: 82,211 0.42% Abstentions: 64,973 The proposal of the Board of Directors with respect to agenda item 1 is thereby approved. Agenda item 2: Resolution on the appropriation of available earnings The Board of Directors proposes to the General Meeting a distribution of CHF 12.80 per share as an ordinary dividend, which is subject to withholding tax. This corresponds to an increase of 0.8% compared with the previous year. The payout ratio is 72.5%. The proposal of the Board of Directors regarding the appropriation of available earnings at Geberit AG is detailed in the invitation to the General Meeting and the Annual Report. The shares held by the Company at the time of the dividend payment are not entitled to dividends. Since the invitation to the General Meeting, the dividend amount has thus changed slightly. The proposal with the adjusted amounts is as follows: The Board of Directors proposes that the available earnings be appropriated as follows: Net income for the year 2024 CHF 801,744,718 Balance brought forward CHF 7,185,926 Total available earnings CHF 808,930,644 Transfer to free reserves CHF 380,000,000 Proposed dividend of CHF 12.80 per share CHF 421,635,827 Balance to be carried forward CHF 7,294,817 Total appropriation of available earnings CHF 808,930,644 If the proposal is approved, the dividend will be paid out, less 35% withholding tax, on 24 April 2025. The auditors confirm in their report that this proposal regarding the appropriation of earnings is in accordance with the law and the Articles of Incorporation. There were no requests to speak on this agenda item. The result of the vote on the proposal of the Board of Directors with respect to this agenda item is as follows: Valid votes: 19,468,844 Votes in favour: 19,370,534 99.50% Votes against: 98,310 0.50% Abstentions: 17,684 The proposal of the Board of Directors with respect to agenda item 2 is thereby approved. Agenda item 3: Approval of the Sustainability Report (report on non-financial matters) 2024 The Board of Directors proposes that the Sustainability Report (report on non-financial matters) 2024 be approved. The Sustainability Report constitutes the report on non-financial matters within the meaning of Article 964a ff. of the Swiss Code of Obligations (CO). The report provides information on the concepts and measures of Geberit AG with regard to environmental, social and employee matters, adherence to human rights and fighting corruption. It is a continuation of the Sustainability Reports that Geberit has voluntarily drawn up for many years, and forms a separate chapter in the Annual Report as before. There were no requests to speak on this agenda item. The result of the vote on the proposal of the Board of Directors with respect to this agenda item is as follows: Valid votes: 19,329,662 Votes in favour: 18,893,160 97.74% Votes against: 436,502 2.26% Abstentions: 156,866 The proposal of the Board of Directors with respect to agenda item 3 is thereby approved. Agenda item 4: Discharge of the Board of Directors According to the proposal, the actions of the members of the Board of Directors are to be formally approved for the business year 2024. The vote on the discharge of the actions of the Board of Directors shall be carried out for the Board of Directors as a whole ("en masse"). The chairman points out that, in compliance with the law, persons who have participated in any manner in the management of the Company's business are not permitted to exercise their voting right for this agenda item. There were no requests to speak on this agenda item. The result of the vote on the proposal of the Board of Directors with respect to this agenda item is as follows: Valid votes: 19,185,046 Votes in favour: 18,909,737 98.56% Votes against: 275,309 1.44% Abstentions: 123,901 The proposal of the Board of Directors with respect to agenda item 4 is thereby approved. Agenda item 5: Elections to the Board of Directors, election of the Chairman of the Board of Directors and elections to the Compensation Committee The CVs of all members of the Board of Directors standing for re-election can be found on the website https://www.geberit.com/boardofdirectors . Agenda item 5.1: Elections to the Board of Directors and election of the Chairman of the Board of Directors Agenda item 5.1.1: Re-election of Albert M. Baehny as a member of the Board of Directors and as Chairman of the Board of Directors The Board of Directors proposes that Albert M. Baehny be re-elected as a member of the Board of Directors and as Chairman of the Board of Directors until the closing of the following ordinary General Meeting. There were no requests to speak on this agenda item. The result of the vote on the proposal of the Board of Directors with respect to this agenda item is as follows: Valid votes: 17,904,638 Votes in favour: 16,843,863 94.08% Votes against: 1,060,775 5.92% Abstentions: 1,581,890 Albert M. Baehny is thereby re-elected as a member of the Board of Directors and as Chairman of the Board of Directors until the following ordinary General Meeting. Agenda item 5.1.2: Re-election of Thomas Bachmann The Board of Directors proposes that Thomas Bachmann be re-elected as a member of the Board of Directors until the closing of the following ordinary General Meeting. There were no requests to speak on this agenda item. The result of the vote on the proposal of the Board of Directors with respect to this agenda item is as follows: Valid votes: 19,450,074 Votes in favour: 18,984,951 97.61% Votes against: 465,123 2.39% Abstentions: 36,454 Thomas Bachmann is thereby re-elected as a member of the Board of Directors until the following ordinary General Meeting. Agenda item 5.1.3: Re-election of Felix R. Ehrat The Board of Directors proposes that Felix R. Ehrat be re-elected as a member of the Board of Directors until the closing of the following ordinary General Meeting. There were no requests to speak on this agenda item. The result of the vote on the proposal of the Board of Directors with respect to this agenda item is as follows: Valid votes: 19,447,207 Votes in favour: 15,425,438 79.32% Votes against: 4,021,769 20.68% Abstentions: 39,321 Felix R. Ehrat is thereby re-elected as a member of the Board of Directors until the following ordinary General Meeting. Agenda item 5.1.4: Re-election of Werner Karlen The Board of Directors proposes that Werner Karlen be re-elected as a member of the Board of Directors until the closing of the following ordinary General Meeting.

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