Motions and voting documents GF ASM 2026

15 April 2026

Motions and voting documents for the shareholders of Georg Fischer AG

The 130th Annual Shareholders' Meeting of Georg Fischer AG will take place on Wednesday, 15 April 2026, at the IWC Arena in Schatthausen.

Start: 3:00 p.m. Doors open: 2:15 p.m.

IWC Arena, Breitenaustrasse 117, Schatthausen

Following the Annual Shareholders' Meeting, dinner will be served from approximately 4:30 p.m.

2 GF Shareholders' Meeting 2026

Contents

4 Foreword by the Chairman of the Board of Directors

5 Agenda items and motions of the Board of Directors

9 Explanations on the Board of Directors (agenda items 5 and 6)

13 Explanations on compensation (agenda items 7 and 8)

14 Important information

Agenda

5 1. Reporting on the 2025 financial year

5 1.1 Annual financial statements and consolidated financial statements for 2025

5 1.2 Report on non-financial matters 2025 (Sustainability Report)

5 1.3 Consultative vote on the 2025 Compensation Report

5 2. Appropriation of net retained earnings for 2025 and distribution of profits

6 3. Discharge of the Board of Directors and the Executive Committee

6 4. Amendment to the Articles of Association

6 5. Elections to the Board of Directors Re-election

New election

7 6. Election of the Chairman of the Board of Directors, and the election of the Compensation Committee

7 6.1 Election of the Chairman of the Board of Directors

7 6.2 Election of the Compensation Committee

7 7. Compensation of the Board of Directors

8 8. Compensation of the Executive Committee

8 9. Election of the statutory auditor

8 10. Election of the independent proxy for the 2027 Annual Shareholders' Meeting

3 GF Shareholders' Meeting 2026

Dear shareholders,

We are pleased to invite you to our Annual Shareholders' Meeting, which will begin at 3:00 p.m. on Wednesday, 15 April 2026, at the IWC Arena in Schatthausen. Doors will open at 2:15 p.m. This document contains the proposals of the Board of Directors, together with explanations, to enable you to exercise your voting rights in person or by proxy.

To supplement these documents, we recommend reading the enclosed Letter to shareholders for the 2025 financial year, which provides more detailed information. Further information on the annual financial statements and the complete 2025 Annual Report (English) can be found at https://www.georgfischer.com.

Kind regards, Georg Fischer AG

Yves Serra

Chairman of the Board of Directors

The Board of Directors of Georg Fischer AG submits the following agenda items and motions to the shareholders for resolution:

1. Reporting on the 2025 financial year

   1. Annual financial statements and consolidated financial statements for 2025

      Motion: The Board of Directors proposes that the annual financial statements and consolidated financial statements for 2025 be approved.

      Explanation: The 2025 Annual Report comprises the Letter to shareholders, the Management Report,

      the Sustainability Report, the Corporate Governance Report, the Compensation Report, the Financial Report with the annual financial statements of the GF Group and Georg Fischer AG, and the reports

      of the auditors on the consolidated financial statements, the annual financial statements of Georg Fischer AG and the Compensation Report.

      The 2025 Annual Report (English) is available at https://www.georgfischer.com.

      The Sustainability Report (see agenda item 1.2) and the Compensation Report (see agenda item 1.3) will

      1.3 Consultative vote on the 2025 Compensation Report

      Motion: The Board of Directors proposes that the 2025 Compensation Report be approved (consultative vote).

      Explanation: The 2025 Compensation Report explains the principles and elements of compensation at GF

      at the level of the Board of Directors and Executive Committee. It also contains all compensation paid by GF to the members of the Board of Directors and Executive Committee in the 2025 financial year. The Compensation Report is part of the 2025 Annual Report. The auditors have prepared a separate report on the Compensation Report for the attention of the Annual Shareholders' Meeting. The vote is of a consultative nature pursuant to Art. 735 para. 3

      no. 4 OR.

2. Appropriation of retained earnings for 2025 and distribution of profits

   Proposal: The Board of Directors proposes that the 2025 net retained earnings be appropriated as follows:

   Net income for 2025 CHF -48'445'000 Profit carried forward from the previous year CHF 1'464'666'000 Retained earnings CHF 1'416'221'000

   be voted on separately.

   Payment of a dividend

   of CHF 1.35 per registered share

   CHF -110'724'000

   1.2 Sustainability Report 2025

   Motion: The Board of Directors proposes that the Sustainability Report 2025 be approved.

   Explanation: The Sustainability Report also fulfills the function of the report on non-financial matters required by law under Art. 964a-964c of the Swiss Code of Obligations ("OR"). It contains the information necessary for understanding the course of business, the results and the situation of GF, as well as the impact of GF's activities on non-financial matters, namely environmental issues (in particular CO₂

   targets), social and employee-related matters, respect for human rights and anti-corruption measures. The Sustainability Report is an integral part of the Annual Report and is available at https://www.georgfischer.com.

   The Annual Shareholders' Meeting approves the Sustainability Report in accordance with Art. 964c OR.

   Carry forward to new account CHF 1'305'497'000

   Explanation: The Board of Directors proposes that the 2025 net retained earnings be approved and that a dividend of CHF 1.35 per registered share be distributed to shareholders as profit.

   Subject to approval by the Annual Shareholders' Meeting, the dividend will be paid on 21 April 2026, to all shareholders who hold shares in Georg Fischer AG at the close of trading on 16 April 2026. From 17 April 2026, Georg Fischer AG registered shares will be traded "ex dividend," ie without dividend rights for the 2025 financial year. The dividend from retained earnings is subject to withholding tax of 35%.

3. Discharge of the Board

   of Directors and the Executive Committee

   Motion: The Board of Directors proposes that the responsible bodies be discharged for their activities in the 2025 financial year.

   Explanation: By granting discharge, the Annual Shareholders' Meeting confirms that the responsible bodies properly performed their duties during the financial year.

4. Amendment to the Articles of Association

   Motion: The Board of Directors proposes that

   § 2// of the Articles of Association of Georg Fischer AG ("Articles of Association") be amended as follows:

   "§ 2.1// The purpose of the Company is to hold interests in industrial, service, trading and financial companies in Switzerland and abroad, in particular in the field of solutions for the safe, efficient and sustainable transport, control and treatment of liquids and gases."

   "§ 2.2// The Company may participate in enterprises of a related nature, acquire and dispose of real estate and intellectual property rights, and may carry out all transactions and take all measures that appear suitable to promote the purpose of the Company."

   Explanation: The company has essentially sold the GF Casting Solutions and GF Machining Solutions divisions and, in line with its strategy, has transformed itself into a specialized flow solutions company; the company's previous purpose

   no longer accurately reflects this orientation.

   The proposal pursuant to item 4 requires a qualified majority of two-thirds of all share votes represented.

5. Elections to the Board of Directors

   Re-election

   Motion: The Board of Directors proposes - individually - the re-election of:

   1. Peter Hackel

   2. Annika Paasikivi

   3. Stefan Räbsamen

   4. Eveline Saupper

   5. Ayano Senaha

   6. Yves Serra

   7. Michelle Wen

      Explanation: Pursuant to § 16.2// of the Articles of Association, the term of office of a member of the Board of Directors extends until the conclusion of the next Annual Shareholders' Meeting. Re-election is permitted. By unanimous resolution on 17 April 2024, the Board of Directors approved an exception to the age limit of 72 set forth in the Organizational Regulations of Georg Fischer AG in order to permit the nomination of Yves Serra for re-election at the 2026 Annual Shareholders' Meeting.

      Explanations of the requirements profile, the composition of the Board of Directors and specific aspects of corporate governance, as well as short biographies of the proposed candidates, can be found on pages

      9-12 of the voting documents.

      New elections

      Motion: The Board of Directors proposes the election of:

   8. Ton Büchner

      as a member of the Board of Directors.

      Explanation: Ton Büchner (1965) is a Dutch-Swiss dual citizen and holds a Master of Business Administration from IMD Business School (Switzerland) as well as a master's degree in civil engineering from Delft University of Technology (Netherlands). Ton Büchner is Chair of the Board of Directors and of the Sustainability Committee of Swiss Prime Site AG (Switzerland), and a member of the Board of Directors of Novartis AG (Switzerland). He previously held various management roles at Sulzer AG (Switzerland), ultimately serving as CEO (2007-2011), and was

      CEO and Chair of the Executive Board of AkzoNobel NV (Netherlands) (2012-2017). He was Member of the Supervisory Board of Voith GmbH & Co. KGaA (Germany) (2014-2018) and chaired the Board of Directors and the Strategy and Sustainability Committee of Burckhardt Compression AG (Switzerland) (2020-2025).

      Motion: The Board of Directors proposes the election of:

   9. Christopher Guérin

      as a member of the Board of Directors.

      Explanation: Christopher Guérin (1972) is a

      French citizen and holds a Bachelor (+ 4) in Business & Management from ESDE Paris (France). He is a member of the Board of Directors of Stäubli AG (Switzerland) (since 2025), and author of Finding Our Way Again (2023).

      He previously held various management roles at Nexans S.A. (France), ultimately serving as Group CEO (2018 - 2025).

6. Election of the Chairman of the Board of Directors, and the election of the Compensation Committee

   1. Election of the Chairman of the Board of Directors

      Motion: Subject to his re-election as a member of the Board of Directors, the Board of Directors proposes the re-election of:

      6.1 Yves Serra

      as Chairman of the Board of Directors until the conclusion of the next Annual Shareholders' Meeting.

      Explanation: Yves Serra has chaired the Board of Directors since 2020. From 2008 to 2019, he was President and CEO of GF. Following his resignation as CEO in 2019, he was elected to the Board of Directors and appointed Vice Chairman. If re-elected, Yves Serra will not serve on the Audit or Compensation Committees.

      Subject to her re-election, Eveline Saupper will be confirmed by the Board of Directors as Vice Chairwoman and Independent Lead Director.

      1. Election of the Compensation Committee

         Motion: Subject to their re-election as members of the Board of Directors, the Board of Directors proposes - individually - the re-election of:

         1. Annika Paasikivi

         2. Eveline Saupper

         3. Michelle Wen

      as members of the Compensation Committee until the conclusion of the next Annual Shareholders' Meeting.

      Explanation: Eveline Saupper has served as a member of the Compensation Committee since 2015, Michelle Wen since 2023 and Annika Paasikivi since 2024.

      The Board of Directors proposes independent members of the Board of Directors for election to the Compensation Committee. Based on their personal and professional qualifications and activities, they possess the expertise and commitment required to fulfill the duties of the Compensation Committee as set forth by law, the Articles of Association and

      the Annual Shareholders' Meeting, in the interests of the company.

      Subject to her re-election to the Compensation Committee, the Board of Directors will re-elect Eveline Saupper as Chair of the Compensation Committee.

7. Compensation of the Board of Directors

   Motion: The Board of Directors proposes a maximum total amount of CHF 3'900'000 for the compensation of the Board of Directors for the period from the 2026 Annual Shareholders' Meeting to the 2027 Annual Shareholders' Meeting.

   Explanation: Further details on this proposal can be found on page 13.

8. Compensation of the Executive Committee

   Motion: The Board of Directors proposes a maximum total amount of CHF 10'300'000 for the compensation of the Executive Committee for the 2027 financial year.

   Explanation: Further details on this proposal can be found on page 13.

9. Election of the statutory auditor

   Motion: The Board of Directors proposes the election of KPMG AG, Zurich, as the auditors for the 2026 financial year.

   Explanation: KPMG AG, Zurich, is an internationally active and recognized independent auditor within the meaning of Art. 728 OR. It was first elected to this role at the 2025 Annual Shareholders' Meeting.

10. Election of the independent proxy for the 2027 Annual Shareholders' Meeting

Motion: The Board of Directors proposes the election of the law firm DGS Attorneys, Zurich, represented by lic. iur. Christoph J. Vaucher, as independent proxy until the end of the 2027 Annual Shareholders' Meeting.

Explanation: The law firm DGS Attorneys, Zurich, represented by lic. iur. Christoph J. Vaucher, guarantees the independence from the company required

for this mandate within the meaning of Art. 689b and Art. 728 OR. The mandate runs until the end of the 2027 Annual Shareholders' Meeting and therefore also applies to any Extraordinary Shareholders' Meeting held prior to the 2027 Annual Shareholders' Meeting.

We cordially invite you to exercise your voting rights. Kind regards,

Georg Fischer AG

On behalf of the Board of Directors The Chairman

Yves Serra

Schatthausen 17 March 2026

Composition of the Board of Directors

In accordance with the Articles of Association,

the Board of Directors consists of six to nine members. Following the 2026 Annual Shareholders' Meeting, the Board of Directors will consist of nine members, subject to their election. As a rule,

each member serves on one of the three standing committees. The composition of the three standing committees is publicly available at https://www.georgfischer.com/investors.

The composition of the Board of Directors following the 2026 Annual Shareholders' Meeting will be published in due course.

The Board of Directors is composed of members who have a balanced mix of experience, skills and knowledge from relevant management and leadership positions, taking into account GF's strategic direction and international focus.

To the extent possible and in compliance with these requirements, the Board of Directors seeks to reflect diversity, particularly in terms of gender, geographic background and ethnic origin. The necessary skills and expertise are broadly represented on the Board of Directors.

Pursuant to Section 15 of the Swiss Code of Best Practice for Corporate Governance, the majority of the members of the Board of Directors should be independent. GF meets this criterion: all members of the Board of Directors are non-executive and independent according to these criteria.

Brief profile of the members of the Board of Directors

A detailed profile of the members of the Board of Directors can be found at https://www.georgfischer.com/en/about-gf/management-structure/board-of-directors.html

Yves Serra

Chairman of the Board of Directors

1953 (France and Switzerland)

Engineering degree from École Centrale de Paris (France); MSc in Civil Engineering from the University of Wisconsin-Madison (USA)

Board member since 2019, Vice Chairman 2019-2020, Chairman since 2020

Eveline Saupper

Vice Chairwoman and Independent Lead Director

1958 (Switzerland)

Dr. iur, attorney and certified Tax Expert, graduated in Law from the University of St. Gallen (Switzerland)

Board member since 2015, Vice Chairwoman since 2024

Peter Hackel

Member of the Board of Directors

1969 (Switzerland)

Dr. sc. nat. ETH; Master and PhD in Biochemistry and Molecular Biology from the Swiss Federal Institute of Technology (ETH) in Zurich (Switzerland); AMP degree from Harvard Business School

Board member since 2020

Annika Paasikivi

Member of the Board of Directors

1975 (Finland)

Bachelor's degree from the European Business School London and a Master's degree from

the University of Southampton (both in England) Board member since 2024

Stefan Räbsamen

Member of the Board of Directors

1965 (Switzerland)

Master's degree in Economics and Administration from the University of Bern (Switzerland);

Swiss certified public accountant Board member since 2024

Ayano Senaha

Member of the Board of Directors

1982 (Japan)

B.A. in Economics from Waseda University (Japan) Board member since 2022

Michelle Wen

Member of the Board of Directors

1965 (France)

B.A. in International Business from American Christ's College in Taipei (Taiwan); Economics & Accounting at the London School of Economics (UK); MBA from ESCP-EAP in Paris (France); Executive Management at INSEAD (France) and The Wharton School, University of Pennsylvania (USA)

Board member since 2023

New elections to the Board of Directors

Ton Büchner

Member of the Board of Directors

1965 (Netherlands/Switzerland)

Master of Business Administration, IMD Business School (Switzerland)

Master's degree in civil engineering,

Delft University of Technology (Netherlands)

Corporate governance

Independent Member

Professional background, career

Several management positions at Sulzer AG in Switzerland (1994-2011), ultimately CEO (2007 - 2011); CEO and Chair of the Executive Board, AkzoNobel NV in the Netherlands (2012-2017); Member of the Presidential and Shareholder Committees

(2014-2020) and Member of the Supervisory Board, Voith GmbH & Co. KgaA in Germany (2014-2018); Chair of the Board of Directors and the Strategy and Sustainability Committee, Burckhardt Compression AG in Switzerland (2020-2025)

Current professional activities and involvement in governing bodies of other listed corporations

Chair of the Board of Directors and the Sustainability Committee, Swiss Prime Site AG in Switzerland; Member of the Board of Directors of Novartis AG in Switzerland

Further professional activities and functions

-

Christopher Guérin

Member of the Board of Directors

1972 (France)

Bachelor +4 in Business & Management -ESDE Paris (France)

Executive Education Programs:

• Management Acceleration Program, INSEAD (France)

• Leading with Finance, Harvard Business School (USA)

• Problem Solving, Strategy & Change Leadership, McKinsey Academy (France)

Corporate governance

Independent Member

Professional background, career

Sales Assistant Linde Group in Great Britain (1995-1997); various roles in sales and management at Alcatel Group (1997- 2007); various senior management positions at Nexans S.A. France (2013 - 2025), including Chairmanship of the Supervisory Board Nexans GmbH Germany (2014 - 2017) and ultimately Group CEO (2018 - 2025)

Current professional activities and involvement in governing bodies of other listed corporations

-

Further professional activities and functions Member of the Board of Directors of Stäubli AG (Switzerland) (since 2025); Senior Advisor at Oliver Wyman; author of Finding Our Way Again (2023)

In accordance with the Articles of Association, the Annual Shareholders' Meeting resolves on the prospective approval of the maximum total compensation of the Board of Directors and the Executive Committee.

Compensation of the Board of Directors

At the 2025 Annual Shareholders' Meeting, a maximum amount of CHF 3'400'000 was approved for the total compensation of the Board of Directors. In the reporting year, the members of the Board of Directors received total compensation of CHF 2'526'000 (previous year: CHF 3'078'000).

The share-based portion of compensation is calculated based on the closing price on the last trading day of the reporting year. For the new compensation period, a share price of CHF 80.00 is again assumed for the calculation of the maximum total compensation.1

Compensation of the Executive Committee

For the 2025 financial year, a maximum amount of

CHF 14'476'000 was approved for the total compensation of the Executive Committee at the 2024 Annual Share-holders' Meeting. On 1 June 2025, Andreas Müller, CEO, handed over the interim management of the GF Industry and Infrastructure Flow Solutions division, a role he had held since 9 October 2024, to Thomas Hary. Due to the sale of the GF Machining Solutions division, Ivan Filisetti left the Executive Committee on 1 July 2025. The Executive Committee thus consisted of five members 2. The members of the Executive Committee received total compensation of CHF 9'784'000 for the 2025 financial year (previous year: CHF 10'911'000).

For the 2026 financial year, a maximum amount of CHF 12'385'000 was approved at the 2025 Annual Shareholders' Meeting for the total compensation of the five members (including the CEO) of the Executive Committee.

For the 2027 financial year, the new proposal provides for a maximum amount of CHF 10'300'000 for the total

1. The assumption of a share price above the current price does not constitute a prediction based on expected business results.

   This calculation does not provide any guarantee regarding the future performance of the company.

2. The sale of the GF Casting Solutions division was completed in February 2026. Carlos Vasto stepped down from the Executive Committee ettective on that date.

   compensation of four members (including the CEO) of the Executive Committee. The maximum amount is calculated as follows:

   • Fixed base salary in cash

     The calculation of the fixed individual cash compensation includes a reserve for moderate salary increases in line with market practice. The fixed compensation will amount to approximately

     30% of the total compensation.

   • Performance-related individual cash compensation (short-term incentive)

     The short-term incentive is calculated assuming achievement of maximum target levels. This component could represent approximately 30% of total compensation.

   • Share-based compensation (long-term incentive) Share-based compensation is based on an allocation value that is related to the fixed individual

     base salary. On the date of allocation, the allocation value is converted into performance shares using

     a defined and recognized method based on a reference share price.

     As with the short-term incentive, this component is calculated assuming achievement of the maximum allocation values.

     The long-term incentive is 100% performance-based and, beginning with the 2026 LTI plan, is based on four performance indicators: EPS (earnings per share) growth (45% weighting), rTSR (relative total shareholder return) (45% weighting), CO2e emissions reduction (5% weighting) and Sustainable Product Portfolio share of sales (5% weighting).

     The long-term incentives could represent approximately 30% of total compensation.

   • Benefits such as pension and social security contributions

     Employer social security and pension contributions could represent approximately 10% of total compensation. 3

     Pursuant to §23c.4// of the Articles of Association, the total amount of short-term and long-term variable compensation is limited to 250% of the fixed annual compensation for each member

     of the Executive Committee.

3. A significant portion of contributions to the Swiss social security system represents a solidarity payment, as individuals do not receive higher benefits for higher contributions once the maximum benefit amount has been reached.

Date of the Annual Shareholders' Meeting

Wednesday, 15 April 2026

Start: 3:00 p.m. Doors open: 2:15 p.m.

Location of the Annual Shareholders' Meeting

IWC Arena

Breitenaustrasse 117, Schatthausen

Following the Annual Shareholders' Meeting at approximately 4:30 p.m., we invite you to a dinner served in the arena.

Travel and parking

The IWC Arena is located in the Breite district, close to the city center. Special buses will operate between Schatthausen railway station and the IWC Arena (travel time approximately 5 minutes).

The bus stop is located on the side of the railway station building at stop B and is clearly marked. The first bus departs at 1:56 p.m., with services running every ten minutes thereafter. The last bus departs at 2:56 p.m.

A limited number of parking spaces are available in the Breite district. Please follow the signs.

Return journey

Following the Annual Shareholders' Meeting, additional buses will operate to Schatthausen railway station. The bus stop is located directly at the exit and is clearly marked.

First departure is at 4:38 p.m., with buses running every ten minutes thereafter. Last departure is at 7:08 p.m.

Language

The Annual Shareholders' Meeting will be held in German.

Deadlines and dispatch of documents (overview)

17 March 2026

Publication of voting documents on https://www.georgfischer.com.

17 March 2026

Mailing of personal voting documents, together with the 2025 Letter to shareholders to registered shareholders.

The personal voting documents contain:

• The access code for electronic registration and electronic voting at https://www.georgfischer.com/gv

• The proxy form, which you can use to register for the Annual Shareholders' Meeting or to submit voting instructions in writing

• The admission card (including voting card) for you or your designated representative

Please complete these steps as soon as possible. This will facilitate the work of the share register in connection with the Annual Shareholders' Meeting. Thank you.

7 April 2026

Shareholders recorded in the share register with voting rights on 7 April 2026, are entitled to vote. In the event of a sale, the shareholder is no longer entitled to vote for these shares.

13 April 2026

Instructions to the independent proxy regarding the motions may be submitted online until Monday,

13 April 2026, at 11:59 p.m.

If you are voting by mail, your instructions must be received by us by Tuesday, 14 April 2026 (the date of postal delivery is decisive).

Annual Report and reports of the auditors

The 2025 Annual Report, including the Letter to shareholders, the Management Report, the Sustainability Report, the Corporate Governance Report, the Compensation Report, the Financial Report containing the annual financial statements of the GF Group and Georg Fischer AG, as well as the reports of the auditors on the consolidated financial statements, the annual financial statements of Georg Fischer AG and the Compensation Report, was published on 25 February 2026. The report is available on the GF website (https://www.georgfischer.com).

Voting rights and proxy voting

Pursuant to § 9.2// of the Articles of Association, shareholders may be represented by the law firm DGS Attorneys, lic. iur. Christoph J. Vaucher, P.O. Box 22, 8024 Zurich. Between 8 April and 15 April 2026, no registered shares will be entered in the share register that would entitle the holder to exercise voting rights at the Annual Shareholders' Meeting on 15 April 2026.

Voting rights and representation restrictions

Pursuant to § 4.10// of the Articles of Association, no person may exercise voting rights whether for their own shares or for shares held on their behalf, representing more than five percent of the votes attributable to the total share capital. Persons who are linked through capital or voting rights, under common management, or in any other manner, or who coordinate their voting in order to circumvent this provision, shall be deemed to constitute one person.

Questions or motions

General questions and motions regarding the individual agenda items may be submitted in accordance with the voting documents at gv@georgfischer.com. Questions and motions may be submitted until Monday, 13 April 2026, at 11:59 p.m.

Minutes of the resolutions and constitution of the Board of Directors

The minutes of the resolutions of the Annual Share-holders' Meeting will be uploaded to the website https://www.georgfischer.com on the evening of 15 April 2026, together with the press release and the constitution of the Board of Directors following the Annual Shareholders' Meeting.

Contact

Georg Fischer AG Amsler-Latton-Strasse 9

8201 Schatthausen Switzerland

Tel.: +41 (0) 52 631 11 11

https://www.georgfischer.com

Learn more about GF's financial performance, strategic priorities and business areas

at https://www.georgfischer.com -> Investors.