Mobilezone Holding AgSIX: MOZN

Minutes of the Annual General Meeting of 2 April 2025

· Issued by mobilezone holding AG

M I N U T E S

General Meeting mobilezone holding ltd 2 April 2025, 10.30 a.m. Gemeindesaal Dorfmatt, 6343 Rotkreuz

Olaf Swantee, Chairman of the Board of Directors, opens the General Meeting in the Gemeindesaal, Dorfmatt, 6343 Rotkreuz, and takes the chair. In addition to the Chairman, the members of the Board of Directors Gabriela Theus, Michael Haubrich, Lea Sonderegger and the Executive Delegate of the Board of Directors Markus Bernhard as well as the members of the Group Management CFO Andreas Fecker and CEO Switzerland and Co-CEO Group Roger Wassmer are present.

In line with the legal and statutory provisions, invitations to today's ordinary General Meeting were issued in writing on 10 March 2025 to the shareholders listed in the share register and by publication in the Swiss Commercial Gazette (Schweizerisches Handelsblatt) dated 10 March 2025.

The full annual report 2024 with management report, report on non-financial matters, remuneration report, consolidated financial statements, annual financial statements of mobilezone holding ltd, proposal of the Board of Directors on the appropriation of available earnings and reports of the auditors on the consolidated financial statements, the annual financial statements and the remuneration report of mobilezone holding ltd as well as the minutes of the General Meeting 2024 have been available for inspection at the company's domicile, Suurstoffi 22, 6343 Rotkreuz, since 7 March 2025. These documents are also available to shareholders on the website mobilezoneholding.ch.

BDO AG as auditors is represented by Reto Frey (lead auditor) and Jan Bellinger.

Advokatur Brandschenke, Zurich, as independent proxy, is represented on site by Martin Dietrich.

The Chairman appoints Bernhard Mächler as secretary.

Presence / Quorum

Of the 43,229,135 shares issued, 32,164,443 shares are entitled to participate in the General Meeting.

The Chairman makes the following statement: 18,198,656 or 42.10 per cent of the shares issued or 56.58 per cent of the shares with voting rights attend today's General Meeting. Today's General Meeting is duly constituted and has a quorum for the scheduled agenda items

Shares

%

%

Shares issued

43 229 135

100.00

Share entitled to partecipate in the General Meeting

32 361 763

74.40

100.00

173 Shareholders present

335

0.78

1.04

Independent proxy

17 863 465

41.32

55.54

Total shares represented and present

18 198 656

42.10

56.58

1.

Reporting on the financial year 2024

  • 1.1 Approval of the annual report, the consolidated financial statements and the financial statements of mobilezone holding ltd for the 2024 financial year

    The Board of Directors proposes the approval of the annual report, the consolidated financial statements and the financial statements for 2024.

    The proposal of the Board of Directors was approved with 18,087,559 votes in favour (99.56%) and 79,285 votes against (0.44%).

  • 1.2 Consultative vote on the report on non-financial matters for the financial year 2024

    The Board of Directors proposes that the General Meeting approves the report on non-financial matters for the financial year 2024 (consultative vote).

    The proposal of the Board of Directors was with 17,349,296 votes in favour (96.10%) and 705,012 votes against (3.90%).

  • 2. Discharge of the Board of Directors and the Group Management

    The Board of Directors proposes that the General Meeting grants discharge to all members of the Board of Directors and the Group Management for their activities in the financial year 2024.

    After noting that the Board of Directors and the Group Management and their representatives were note entitled to vote on this agenda item, the Chairman puts agenda item 2 to the vote.

    The proposal of the Board of Directors was approved with 14,989,691 votes in favour (99.44%) and 84,979 votes against (0.56%).

  • 3. Resolution on the appropriation of available earnings

    Available earnings breakdown as follows:

    Balance carried forward from previous year

    CHF

    87 288 182

    Net income 2024

    CHF

    39 308 389

    Available earnings at the disposal of the General Meeting

    CHF

    126 596 571

    The Board of Directors proposes that the available earnings for the 2024 financial year of CHF 126,596,571 be appropriated as follows:

    Distribution of a dividend of CHF 0.90 per dividend registered share

    CHF

    -38 906 222

    Undistributed dividends on treasury shares held by the company

    CHF

    63 345

    Income carried forward to new account

    CHF

    87 753 694

    If this proposal is accepted, payment will be made on 11 April 2025 (ex-date 9 April 2025), less Swiss withholding tax of 35% on the dividend amount of CHF 0.90 per share.

    The proposal of the Board of Directors was approved with 18,157,072 votes in favour (99.87%) and 23,799 votes against (0.13%).

4.

Remuneration for members of the Board of Directors and the Group Management

The remuneration of the Executive Delegate of the Board of Directors is included in the remuneration of the Group Management.

  • 4.1 Consultative vote on the remuneration report for the financial year 2024

    The Board of Directors proposes that the General Meeting takes note of and approves the remuneration report for the financial year 2024 in a consultative vote. In their report dated 5 March 2025 to the General Meeting, the auditor BDO AG confirms that the remuneration report complies with Art. 734a-734f of the Swiss Code of Obligations and the Company's Articles of incorporation.

    The proposal of the Board of Directors was approved with 15,936,623 votes in favour (91.34%) and 1,510,440 votes against (8.66%).

  • 4.2 Approval of the total amount of the maximum permissible remuneration of the Board of Directors for the period until the next General Meeting

    The Board of Directors proposes to the General Meeting to approve the total amount of the maximum permissible remuneration of the Board of Directors for the period until the next ordinary General Meeting in the amount of CHF 0.55 million (previous year: CHF 0.55 million).

    The proposal of the Board of Directors was approved with 16,839,376 votes in favour (96.40%) and 629,407 votes against (3.60%).

  • 4.3 Approval of the total amount of the maximum permissible remuneration for the Group Managementfor the financial year 2026

    The Board of Directors proposes that the General Meeting approves the total amount of the maximum permissible remuneration for the Group Management for the 2026 financial year of CHF 3.8 million (2025: CHF 3.8 million).

    The proposal of the Board of Directors was approved with 15,934,797 votes in favour (88.75%) and 2,019,285 votes against (11.25%).

5.

Elections

5.1

Members of the Board of Directors

The Board of Directors proposes to the General Meeting that the following five persons be elected individually as members of the Board of Directors until the end of the next General Meeting:

  • a) Re-election of Olaf Swantee

  • b) Re-election of Michael Haubrich

  • c) Re-election of Dr. Lea Sonderegger

  • d) Re-election of Markus Bernhard

  • e) Election of Andreas Wyss

The proposal of the Board of Directors are thereby elected.

Board of Directors

Kind

Yes

%

No

%

Olaf Swantee

Re-election

17 729 242

97.93

375 596

2.07

Michael Haubrich

Re-election

17 803 487

98.35

299 481

1.65

Dr. Lea Sonderegger

Re-election

16 500 032

91.26

1 580 322

8.74

Markus Bernhard

Re-election

17 206 551

95.04

898 164

4.96

Andreas Wyss

Election

12 187 569

67.37

5 903 068

32.63

  • 5.2 Chairman of the Board of Directors

    The Board of Directors proposes that the General Meeting elects Olaf Swantee as Chairman of the Board of Directors until the end of the next General Meeting.

    The proposal of the Board of Directors was approved with 16,825,241 votes in favour (92.94%) and 1,277,862 votes against (7.06%).

  • 5.3 Members of the Nomination & Compensation Committee

    The Board of Directors proposes that the General Meeting elects the following three persons individually as members of the Nomination & Compensation Committee until the end of the next General Meeting.

    a) Dr. Lea Sonderegger (re-election)

    • b) Olaf Swantee (re-election)

    • c) Michael Haubrich (re-election)

    The proposal of the Board of Directors is adopted as follows:

    Board of Directors

    Kind

    Yes

    %

    No

    %

    Dr. Lea Sonderegger

    Re-election

    15 576 440

    86.33

    2 467 365

    13.67

    Olaf Swantee

    Re-election

    17 490 673

    96.80

    578 474

    3.20

    Michael Haubrich

    Re-election

    17 555 732

    97.27

    491 851

    2.73

    The Chairman announced that the Board of Directors intended to appoint Lea Sonderegger as Chairwoman of the Nomination & Compensation Committee.

  • 5.4 Independent proxy

    The Board of Directors proposes to the General Meeting that Advokatur Brandschenke, Zurich, represented by lawyer Martin Dietrich, be elected as independent proxy until the conclusion of the next General Meeting.

    The proposal of the Board of Directors was approved with 18,117,510 votes in favour (99.85%) and 27,679 votes against (0.15%).

  • 5.5 Auditors

    The Board of Directors proposes to the General Meeting that BDO AG, Zurich, be elected as auditor of mobilezone holding ltd for the 2025 financial year. BDO AG, Zurich, will also act as auditors of the Group.

    The proposal of the Board of Directors was approved with 18,019,314 votes in favour (99.33%) and 121,855 votes against (0.67%).

    The auditors BDO AG have declared their acceptance of the election in advance.

    This concludes the General Meeting. The Chairman thanks the shareholders for exercising their voting rights. The next General Meeting is scheduled for 8 April 2026.

End of the General Meeting: 11.59 a.m.

Rotkreuz, 2 April 2025

The Chairman:

The Secretary: