Rapport semestriel 2025-2026

Perrot Duval Holding S.A.

ANNUAL REPORT 2024/2025

120th YEAR

ANNUAL SHAREHOLDERS' MEETING OF 25 SEPTEMBER 2025

CONTENTS

3 THE COMPANY, ITS ORGANISATION AND ITS ACTIVITIES

4 KEY FIGURES

5 PERROT DUVAL SECURITIES

6 REPORT OF THE BOARD OF DIRECTORS

8 FÜLL PROCESS GROUP

11 POLYSTONE GROUP

15 CORPORATE GOVERNANCE

31 REMUNERATION REPORT

39 FINANCIAL REPORT OF THE PERROT DUVAL GROUP AS OF 30 APRIL 2025

71 FINANCIAL REPORT OF PERROT DUVAL HOLDING S.A. AS OF 30 APRIL 2025

2

AND ITS ACTIVITIES

ACTIVITIES

The corporate objective of Perrot Duval Holding S.A. is to invest in financial, industrial or commercial business enterprises.

It pursues this objective by directing its investments towards the creation and acquisition of small or medium-sized companies whose basic activities lie in advanced technologies. It integrates these companies into the existing network of the current portfolio in order to actively support them in the specific development phase to the next level.

It ensures the development of the individual companies by supporting and advising them on strategic and financial matters and on administration. In this way, it pursues the realisation of its own corporate goals.

From a geographic point of view, it concentrates its efforts on the industrialised and newly industrialised countries.

Perrot Duval intends to build a solid, dynamic and profitable group:

• active in future oriented market niches,

• based on organic growth and acquisitions,

• led by a long term oriented professional

  management, and

• in full respect for the interests of its shareholders.

  STR ATEGY

  Since 2021, Perrot Duval Holding S.A. has oriented its investments as follows:

• the automation of processes used in the manufacture of chemical and pharmaceutical

products. This is the domain of the subsidiary Füll Process S.A., 100% owned since April 2021 (65% of consolidated sales as of 30 April 2025).

The Füll Group provides fully automated systems and components for dispensing and safety that improve or simplify certain manufacturing processes for chemicals - such as paints, printing inks, food and cosmetics - and pharmaceuticals. Since March 2021, its products and services address both production and laboratory applications (see page 8),

- the decorative cosmetic chemistry, more particularly in the field of nail gels and lacquers.

This is the core business of the 100% owned

subsidiary Polystone Holding S.A. which 3

acquired two companies in Germany and France on 1 October 2021 (35% of consolidated

sales as of 30 April 2025).

Polystone products are mainly intended for international wholesalers, but also for professional studios. The continuous development and adaptation of the products meet the high quality requirements of this industry (see page 11).

SECURITIES

The CHF 6,724,600 share capital of Perrot Duval Holding S.A. (fully paid up) is divided into two classes of stock: 119,632 bearer shares at CHF 50 par value and 74,300 registered shares at CHF 10 par value. All shares issued by the company have dividend rights.

The bearer shares have been listed on the SIX Swiss Exchange since 1905. They are traded under the securities number CH0252620700, Telekurs & Swissquote: PEDU; Thomson Reuters: PEDU.S; Bloomberg: PEDU.SW.

4

* Return on equity is the result of the current year divided by the equity at the beginning of the period (1 May)

Ladies and Gentlemen,

We hereby report to you on the operations of our company during the fiscal year 2024/25 under review, provide information on the companies in which we participate, and submit for your approval the financial statements for the year ended 30 April 2025.

YEAR UNDER REVIEW

Industrial markets experienced a significant slowdown during the 2024/25 financial year. However, the two divisions of the Perrot Duval Group performed differently.

6 Füll, whose gradual expansion of its product and service offering is appreciated by the market, was able to limit the decline in its sales to 12%, from CHF 10.3 million in the 2023/24 fiscal year to CHF 9.1 million. It ended the financial year with a record order book, serving customers outside Europe and expanding its offering with new services that generate higher gross margins. As a result, the gross margin increased by 7.2% from 51.5% to 58.7%.

For its part, the markets in which Polystone operates were much more sensitive to geopolitical uncertainty and instability. The Polystone Group recorded a 39% decline in sales. Sales fell from CHF 7.9 million in 2023/24 to CHF 4.8 million for the 2024/25 financial year. In September 2024, the CEO of the Perrot Duval Group restructured both the sales department and the product range of the flagship company, Polystone Chemical GmbH, which is now more focused on exclusive products and services. At the end of the financial year, monthly order intake had almost doubled compared with the average for the previous months.

Net sales by products for Perrot Duval activities

19%

35%

5%

18%

23%

Storage products (others)

For the reasons outlined above, the Perrot Duval Group's revenue fell by 24% from CHF 18.2 million in 2023/24 to CHF 13.9 million in the financial year under review.

The gross margin consolidated at 65.4% thanks to a lull in raw material prices (following the post-COVID surge) and a slight increase in the added value of projects sold during the year. Various measures have already been initiated and implemented to improve the situation for the new fiscal year, both on the cost side and in terms of sales.

The Perrot Duval Group reduced its operating costs, excluding capitalised personnel expenses for R&D, by 6%, from CHF 12.2 million in 2023/24 to CHF 11.5 million for the current financial year. This reduction in operating costs is mainly due to

- a decrease in personnel expenses (excluding capitalisation) of CHF 0.5 million (CHF 7.3 million for the current fiscal year compared to

CHF 7.8 million in the previous fiscal year). This reduction is also reflected in the decrease in the number of employees within the group,

- control of operating expenses.

Operating EBITDA amounted to CHF (0.9) million as of 30 April 2025 (CHF 1.2 million a year earlier). Net income showed a loss of CHF (1.9) million compared to CHF (0.3) million in the previous year.

As a result of this performance, which was mainly due to a sharp drop in sales, operating cash flow declined by CHF 0.8 million, compared with an increase of CHF 0.6 million a year earlier.

The Perrot Duval Group ended the financial year with replenished order books and a promising future, provided that the global economic turmoil does not slow down its progress.

With an equity ratio of 72,9% (equivalent to CHF 10.5 million in equity for a balance sheet total of CHF 14.4 million), cash and cash equivalents of CHF 1.4 million, no debt, the consolidated balance sheet remains balanced.

Regarding the near future, Perrot Duval maintains its ambitions and intends:

• to continue to diversify into additional market niches, make acquisitions, create strategic business units and, if necessary, support this development by strengthening its equity base,

• to diversify its industrial portfolio targeting 7

market niches allowing leadership and dynamic business development

Net sales by sector for Perrot Duval activities Number of employees by role for Perrot Duval activities

16%

35%

19%

7%

23%

12%

32%

8%

48%

SECTORIAL INFORMATION FÜLL PROCESS GROUP (100 %)

The Füll Group consists of four legal entities in Switzerland (one holding company and one operating company) and Germany (two operating companies). The automation of chemical and pharmaceutical production processes is the core business of the Füll Group.

The Füll Group pursues ambitious goals based on a consistent strategy and a clear vision. It is active worldwide as a dispensing and automation expert for a wide range of liquids and powders and offers solid service and process understanding. The

8 group is growing organically as well as through

acquisitions.

The group companies develop machines and services for customers all over the world, which represent dispensing and quality assurance processes from the laboratory to production for customers all over the world.

The group provides industries with dispensing systems, software solutions and other products for active paints and varnishes, fragrances and flavours, fine chemicals, printing and packaging, adhesives and sealants, solvents and binders.

Over the next three years, the Group aims to become one of the top three players in the dispensing sector in its main markets of paints, inks, adhesives, sealants, as well as in new applications in cosmetics and flavours in Europe.

The German company, based in Idstein, is responsible for the production of gravimetric and volumetric dispensing systems, as well as agitators and other equipment, the development of gravimetric dispensing systems and the automation of customer-specific processes.

With over 50 years of experience in the development and construction of dispensing, tank and mixing systems for the handling of liquid products and a high degree of quality, reliability and flexibility, the Füll Process Group is a leading supplier in the fields of printing and packaging, paints and varnishes, cosmetics, chemicals, adhesives and sealants.

The German company primarily supplies fully automated, customised systems driven by expert software. With its core products (valves and control software) and modular system design, it offers unparalleled technical expertise in the fields of mechanics, electricity and electronics, and develops specific capabilities to meet its customers' requirements in the above areas and covers an increasing number of functions (from the management of empty containers to the palletisation of finished products).

Füll remains a market leader in printing inks and paints. It is therefore exposed to the turbulence of economic downturns or company restructurings that have taken place in recent years. It maintains a lead in this area by regularly renewing its range of niche products and services, particularly through standardised products. In addition, it continues to find new customers active in new sectors (fine chemistry, biology, etc.)

Tecos Bruhin AG is a developer and manufacturer of gravimetric dispensing systems for pasty products and engineering services for industrial dispensing and automation applications.

Tecos dispensing systems are distinguished by their durable design, enormous performance and ease of use. Tecos Bruhin sets high standards for innovation and durability.

All activities of Tecos Bruhin AG were transferred to Füll Systembau GmbH during the reporting period. The final stage will be the merger of Tecos Bruhin AG into Füll Process S.A. in the new fiscal year (2025/26), after the statutory accounts of both companies have been internally reviewed and approved by the respective general meetings.

On 1 March 2021, Füll acquired the business and personnel of the Lab Systems-EAS unit of Syntegon Technology GmbH (Germany), formerly "Bosch Packaging Technology". The newly founded Füll Lab Automation GmbH for this business in the laboratory and quality control sector was integrated into the Füll business area.

The unit was founded more than 10 years ago as a start-up in the Bosch Group and was fully acquired by Syntegon Technology GmbH (Germany) 4 years ago. Since then, it has generated new sales with innovative automation solutions for laboratories as well as for replacement machines, spare parts and services. All five highly qualified employees of the unit have then been transferred to the newly founded Füll Lab Automation GmbH.

The German company (formerly "Bosch Lab Systems") develops and distributes innovative automation solutions for high-throughput research and development as well as for quality control of liquids, powders and viscous materials.

In addition to standard modules, custom solutions are also developed. The systems are suitable for a wide range of applications and industries, including paints and lacquers, cosmetics, chemicals, adhesives and sealants, and crop protection. The patented "BLS syringe" is the basis for highly flexible automation solutions.

Although Füll Lab Automation GmbH and the existing companies of the Füll Group address the

same customers in different markets, they work 9

in complementary processes in the target companies. In addition, Füll Lab Automation products open up new applications in the pharmaceutical and chemical industries. Füll Lab Automation GmbH is able to offer automation solutions for liquids, viscous products, powders as well as adhesives. Its products offer customers the possibility to engage in high throughput research.

The Füll Group's revenue decreased by 12% in the financial year under review (CHF 9.1 million compared to CHF 10.3 million in the 2023/24 financial year). This decline is mainly attributable to Tecos Bruhin AG; as a reminder, the company had generated exceptional sales totalling CHF 1.5 million in the 2023/24 financial year. Sales at Füll Systembau AG and Füll Lab Automation GmbH remained at a level comparable to the previous year.

A more favorable mix between sales of services and products on the one hand, and higher capital gains on projects sold by the operating companies on the other, combined with a slight decrease in the cost of goods, led to a 7.2 point increase in

10 the gross margin to 58.7%, representing a margin

of CHF 5.3 million in 2024/25 (previous year:

CHF 5.3 million).

Operating expenses (excluding capitalised personnel costs for R&D) were kept under control, falling from CHF 5.7 million to CHF 5.4 million. EBIT amounted to CHF (0.1) million as of 30 April 2025, compared to CHF 0.3 million a year earlier, which then included a contribution of CHF 0.4 million from Perrot Duval Holding S.A.

The efforts undertaken in the previous year to recruit additional staff for after-sales service continued during the reporting period. This service has already recorded an increase in revenue of CHF 0.3 million, thus largely covering the investments made.

In so doing, it is expanding its capacity to automate the plants it plans to sell in its markets, as customers increasingly seek partners who can provide turnkey, fully-integrated installations in the construction of their industrial management.

Orders on hand in June 2025 (CHF 4.5 million) show an increase of 18% compared to the same period last year (CHF 3.8 million).

The Füll division expects a slight increase of the sales of 10-15 % thanks to its strategic focus on better serving the after-sales and spare parts market for installations supplied by the Full division.

POLYSTONE GROUP (100%)

The Polystone Group is one of Europe's leading players in the decorative cosmetics industry. With a solid reputation in the field of decorative nail gels, it is active in the B2B and - in future -B2C market niches, both of which are promising and future-oriented.

The first company of the Polystone Group was founded in 2005 with the aim of producing chemical and cosmetic products for the wholesale trade. At its headquarters in Blieskastel, the company is responsible for development, production and packaging with warehousing.

In this internationally leading company in southwest Germany, 51 employees produce UV-curing gels for nail design and tattoo colors for permanent make-up. On a total area of 10,000 m², a product range of about 1,700 innovative gels is manufactured and marketed for about 80 countries worldwide.

Polystone products are mainly intended for international wholesalers, but also for professional studios. The continuous development and adaptation of the products meet the highly qualitative requirements of this industry. The main market is Europe, with a focus on France, Italy and Eastern Europe. The wide range of services offered for Polystone products includes development, coloring, packaging, custom graphic design of packaging, labels and advertising materials, packaging of gels in folding boxes and other specific customer wishes.

Polystone masters the entire value chain, from the raw material to the customer's finished product (vertical integration). Its strengths, recognised by the market, are innovation, quality assurance, comprehensive product documentation and openness to customer needs.

Consolidated sales amounted to CHF 4.8 million (CHF 7.9 million for the 2023/24 financial year), representing a decline of 39%.

The markets in which Polystone operates are sensitive to fluctuations in the global economy. In addition to the constraints imposed by unstable markets, the weakness of the sales department

was also noted. The local management was dis- 11

missed in September 2024 and the CEO of the Perrot Duval Group restructured both the sales department and the product range of the flagship company, Polystone Chemical GmbH, which is now more focused on exclusive products and services.

The operating margin remained at the same high level as last year, reaching 78% or CHF 3.8 million (78.5% or CHF 6.2 million in 2023/24).

Tight management enabled operating expenses to be reduced by almost 6%, from CHF 5.1 million to CHF 4.8 million. Interim EBIT amounted to a loss of CHF (0.9) million, compared with a profit of CHF 1.1 million as of 30 April 2024.

At the end of the fiscal year, monthly order intake had nearly doubled compared to the average recorded in previous months. Orders on hand in June 2025 amounted to CHF 1.1 million (com-

pared to CHF 0.8 million last year). This figure is12

expected to increase in the coming months.

The Polystone Group is pursuing a growth strategy focused on new product development and internationalisation of its sales. It is emphasizing profitability and expects to achieve consolidated sales of more than CHF 7.0 million for the 2025/26 fiscal year, provided that the global economic situation remains under control.

Demand for new and original products that comply with increasingly stringent legislation is the main driver of its forecasts for the future. Acquisitions could also contribute to this development.

SERVICES (100%)

Our company has entire control over the service company Perrot Duval Management S.A., located in Coppet (Switzerland), and which is in charge on the one hand of assisting each of the legal entities of the group in the administrative, financial, legal and fiscal areas, and on the other hand, of coordinating the complementary tasks in these spheres between the group companies.

RENEWAL OF THE MANDATE OF THE

AUDITORS

Your Board of Directors proposes to renew the mandate given to the auditors KPMG S.A. of Neuchâtel for the coming year.

RENEWAL OF THE MANDATE OF THE BOARD OF DIRECTORS

According to article 734 CO, the mandates of the members and Chairman of the Board of Directors are to be renewed each year. It is thus proposed that mandates be renewed for Mr Nicolas Eichenberger, Mr Luca Bozzo, and Mr Yves Claude Aubert and that Mr Nicolas Eichenberger be appointed Chairman of the Board of Directors.

RENEWAL OF THE MANDATE OF THE IN-DEPENDANT REPRESENTATIVE

For shareholders who are unable to attend the Annual Shareholders' meeting, your Board of Directors proposes to renew the mandate of the independent representative pursuant to Article 689c CO, which was granted in 2014 to Mr Pierre-Yves Cots of rue Ancienne 88, CH-1227 Carouge.

PROPOSED APPROPRIATION OF

RETAINED EARNINGS FOR 2024/25

Perrot Duval Holding S.A. prefers to focus its financial resources on developing its investments.

The Board of Directors is therefore not propos- 13

ing any dividend distribution nor repayment of reserves.

CORPORATE GOVERNANCE

15

16 GROUP STRUCTURE

17 MAJOR SHAREHOLDERS

18 CAPITAL STRUCTURE

20 BOARD OF DIRECTORS

24 GENERAL MANAGEMENT

26 COMPENSATIONS, SHAREHOLDINGS AND LOANS

27 SHAREHOLDERS' PARTICIPATION RIGHTS

28 CHANGE OF CONTROL AND DEFENCE MEASURES

28 AUDITORS

29 INFORMATION POLICY

29 QUIET PERIODS

1. GROUP STRUCTURE AND MAJOR SHAREHOLDERS

   The chapter on corporate governance shows how Perrot Duval Holding S.A. has organised the management and control functions within the group. The corporate governance disclosures comply fully with the SIX Swiss Exchange rules.

   1. Group structure

      Perrot Duval Holding S.A. establishes and develops companies which are then grouped together in independent divisions and managed autonomously. Therefore it does not control a vertically integrated company.

      16 The Perrot Duval Group is subdivided into two divisions on 30 April 2025: the automation of

      parent company) and the decorative cosmetic chemistry (for which Polystone Holding S.A. is the parent company). Both parent companies themselves owns sales, engineering and production companies. Perrot Duval Holding S.A.'s investment in each of these companies is shown hereafter and on page 46.

      Registered office:

      Perrot Duval Holding S.A. 16, rue De-Candolle

      1205 Geneva

      Tel. +41 22 776 61 44

      e-mail info@perrotduval.com https://www.perrotduval.com

      processes (for which Füll Process S.A.	is the
      						Year of
      	Acti-					founda-
      	vity			Participation	Participation	tion/of ac-
      Group companies	1)		Share capital	30 April 2025	30 April 2024	quisition
      Perrot Duval Holding S.A., CH-Geneva	F	CHF	6 724 600	n/a	n/a	1905
      Perrot Duval Management S.A., CH-Coppet	S	CHF	100 000	100,0%	100,0%	1989
      Füll Process S.A., CH-Weinfelden	F,S	CHF	2 182 000	100,0%	100,0%	1990
      Füll Systembau GmbH, D-Idstein	P,E	EUR	200 000	100,0%	100,0%	1965
      Tecos Bruhin AG, CH-Weinfelden	P,E	CHF	300 000	100,0%	100,0%	2014
      Füll Lab Automation GmbH, D-Ostfildern	P,E	EUR	25 000	100,0%	100,0%	2021
      Polystone Holding AG, CH-Weinfelden	F,S	CHF	100 000	100,0%	100,0%	2021
      Polystone Chemical GmbH, D-Blieskastel	P,E	EUR	25 000	100,0%	100,0%	1989
      Polystone France SAS, F-Bitche	P,E	EUR	325 000	100,0%	100,0%	2013
      MCN Immo GmbH, D - Idstein	S	EUR	25 000	100,0%	100,0%	2021
      1) E = Engineering P = Production, Development and Sales F = Finance S = Service

   2. Major shareholders

      The following shareholders have announced as of 30 April 2025 the following shareholdings expressed by the holding of bearer shares in relation to total voting rights:

      • Mr Gerhard Berchtold, residing in Herrliberg (Switzerland), held 5.07 percent (unchanged compared to 2023/24),

      • Mr Hans-Herbert Döbert, residing in Munich (Germany) held 5.75 percent (unchanged compared to 2023/24),

      • Petrimax AG, residing in Freienbach (Switzerland) held 5.156 percent (3.09 percent in 2023/24), exceeding the 5 percent voting rights threshold on 23.09.2024 (see disclosure notification dated 28.09.2024),

      • Mr Cornelius Alois Bruhin, residing in Weinfelden (Switzerland) held 3.16 percent (unchanged compared to 2023/24, see however the precisions below),

      • SLC Holdings, Inc., residing in Christchurch (Barbados) held 3.01 percent, (unchanged compared to 2023/24), and

      • Mr Nicolas Eichenberger residing in Mies (Switzerland), held 9.55 percent of the voting rights (unchanged towards 2023/24, see however the precisions below).

        By adding the proportion of registered shares to the last proportion of bearer shares held, Mr Nicolas Eichenberger was holding in total 47.86 percent of the voting rights as of 30 April 2025 (see however the precisions below).

        As explained below, transactions were concluded on 13 April 2025 and caused disclosure notifications dated 16 and 17 April 2025 relating to the shareholdings of Mr Nicolas Eichenberger, of Mr Cornelius Alois Bruhin (selling shareholders) and of a group of purchasers (see below for more details). As these transactions were not yet performed as of 30 April 2025, the list of shareholders indicated above does not reflect the future

        changes of ownership. 17

        On 13 April 2025, Mr Nicolas Eichenberger, Chairman of the Board of Directors, Mr Cornelius Bruhin, Chief Executive Officer, and a third shareholder entered into agreements to sell their entire shareholdings in Perrot Duval Holding SA (see ad hoc announcement dated 13 April 2025 and disclosure notifications dated 16 and 17 April 2025, and 22 May 2025).

        According to the agreements, the purchasers are Abedalqader Shahin, Talal Shahin, Zein Shahin, Farah Shahin, Ayah Shahin, and Nour Shahin (see ad hoc announcement dated 13 April 2025 and disclosure notification dated 16 April 2025). They acted as a group of acquisition (see disclosure notification dated 16 April 2025).

        
        
        

        The aforementioned transactions (in particular the transfer of listed bearer shares and unlisted registered shares) were initially scheduled to take place on 20 May 2025 (see ad hoc announcement dated 13 April 2025). However, the closing has been postponed for technical reasons inherent to the purchasers. It should in principle take place in the coming weeks after the publication in this regard (see ad hoc announcement dated 20 May 2025). Once the transactions are performed, the purchasers should hold 52.68 percent of the voting rights (see disclosure notifications dated 16 April 2025 and 6 June 2025).

        Since the signing of the aforementioned agreements, Mr. Kcaled M.A. Chahien has joined the

        18 group of family members (see disclosure notifica-

        tion dated 6 June 2025).

        To the knowledge of the Board of Directors no other shareholder holds more than 3 percent of the share capital. Moreover, there are no share-holders' agreements (see however above as regards the group of family members).

   3. Cross-shareholdings

      There are no cross-shareholdings of either capital or voting rights.

2. CAPITAL STRUCTURE

   1. Share capital

      The CHF 6,724,600 capital of Perrot Duval Holding S.A. (fully paid up) is divided into two classes of stock: 119,632 bearer shares at CHF 50 par value and 74,300 registered shares at CHF 10 par value. All the shares issued by the company have dividend rights and have the same voting rights.

      The bearer shares have been listed on the SIX Swiss Exchange since 1905. They are traded under the securities number CH0252620700, Telekurs & Swissquote: PEDU; Thomson Reuters: PEDU.S; Bloomberg: PEDU.SW.

      Based on the year end 2024/25 price of CHF 62.50 for the bearer shares, the market capitalisation amounted to CHF 8.4 million as of

      30 April 2025 (including the non-listed registered shares). As of 30 April 2025, the Perrot Duval Group was not holding any own shares.

   2. Capital band and conditional capital The company has a capital fluctuation reserve of 67,246 fully paid-up bearer shares with a par value of CHF 50 each, ranging from CHF 6,724,600 (lower limit) to CHF 10,086,900 (upper limit). The Board of Directors is authorised to increase or reduce the share capital within the fluctuation band in one or more tranches of variable amounts until 28 September 2028, subject to the fluctuation band being exhausted at an earlier date.
   3. Change in capital structure

      There has been no change in capital structure since 29 October 2014.

   4. Participation capital

      There are neither participation certificates (since 29 october 2014) nor dividend right certificates.

   5. Profit-sharing certificates

      There are no profit-sharing certificates.

   6. Limitations on transferability and nominee registrations

      There are no restrictions of any kind applicable to the transfer or ownership of Perrot Duval bearer shares, and there are no nominees.

   7. Convertible bonds and options

      There are no convertible bonds or options outstanding.

      As per 30.4. (CHF)	2025	2024	2023
      Share capital	6 724 600	6 724 600	6 724 600
      Legal reserve	1 344 920	1 344 920	1 344 920
      Reserve from capital contributions	317 366	384 612	519 104
      Retained earnings	1 222 753	2 271 512	3 257 997
      Equity	9 609 639	10 725 644	11 846 621

      19

3. BOARD OF DIRECTORS

   1. Composition

      The Board of Directors consists of one executive and two non-executive members.

      Executive member Nicolas Eichenberger (1958), from Geneva and Trub (CH), residing in Mies (CH).

      Chief Executive Officer from 1996 to 2022, Chairman of the Board of Directors from 1 May 2008 to 30 April 2022 and Executive Chairman since 1 May 2022, elected until the ordinary Annual Shareholder's Meeting of 2025.

      20

      Nicolas Eichenberger is a Board member since

      1993. He is a graduate in law and holds a university degree in chemistry. He held the position of managing director, having been appointed by Perrot Duval Management S.A., a direct subsidiary of Perrot Duval Holding S.A., to cover his duties as Group Chief Executive Officer from 1996 to 30 April 2022 and then as Executive

      Chairman since 1 May 2022.

      Non-executive members Luca Bozzo (1979) from Cologny (CH), residing in Vandoeuvres (CH).

      First elected 1 May 2014, elected until the ordinary Annual Shareholder's Meeting of 2025. Luca Bozzo is an attorney-at-law, admitted to the Geneva Bar in 2007. He is focusing on M&A projects at the firm of lawyers Borel & Barbey in

      Geneva and provides the Board of Directors with his expertise in the legal field. He is also member of the Board of Directors of several unlisted companies (see page 35).

      Mr Luca Bozzo provides Perrot Duval Management S.A. with legal advice and assistance amounting to CHF 20,600 + VAT per fiscal year (unchanged from fiscal year 2021/22) through the law firm Borel & Barbey.

      Yves Claude Aubert (1963) from Le Chenit (CH), residing in Echandens (CH), first elected on 23 September 2021, elected until the ordinary Annual Shareholders' Meeting of 2025.

      Yves Claude Aubert is a trained financial analyst and asset manager. After having worked for 25 years at Banque Cantonale Vaudoise, in Switzerland and abroad, specialising in new business development and strategic projects, he has been a director of various companies active in financial and industrial sectors since 2008, providing them with the benefit of his competence in strategy, governance and corporate management. He is also member of the Board of Directors of several unlisted companies (see page 35).

      Mr Yves Claude Aubert does not have any business relationship with the group.

   2. Other activities and vested interests The members of the Board of Directors do not carry out any other activities than mentioned above and on page 35 and have no vested interests that would be of significance for the Perrot Duval Group.
   3. Permitted additional activities

      The number of mandates in the superior management or administrative bodies of legal units obliged to register themselves in the commercial register or a foreign equivalent thereof, which are not controlled by Perrot Duval Holding S.A., is limited to a total of twelve for the members of the Board of Directors of Perrot Duval Holding S.A., including a maximum of four mandates in publicly traded companies.

      The number of mandates in other legal units, such as associations, foundations and pension funds is limited to a total of twelve for the members of the Board of Directors of Perrot Duval Holding S.A.

      These restrictions do not apply to legal bodies directly or indirectly controlled by the company or do control the company.

   4. Elections and terms of office

      Pursuant to the Articles of Association (https:// perrotduval.com/en/by-laws/), the Board of Directors shall consist of a minimum of three and a maximum of nine members. The term of office shall correspond to the legally permitted maximum term of one year and shall end at the end of the next ordinary Annual Shareholders' Meeting. Re-election is possible.

      If the position of Chairman of the Board of Directors is vacant or the Remuneration Committee is incomplete, the Board of Directors shall appoint a substitute for the time period until the conclusion of the next ordinary Annual Shareholders' Meeting who must be a member of the Board of Directors financial year.

   5. Internal organisational structure and committees Board of Directors

      The duties of Perrot Duval Holding S.A. Board of Directors are defined in the Swiss Code of Obligations, the Articles of Association (https://per-rotduval.com/en/by-laws/) and the Organisational Rules (https://perrotduval.com/en/organisational-rules/).

      The Board of Directors is entrusted with the ultimate direction of the Company as well as the supervision of the management. It represents the Company towards third parties and attends to all matters which are not delegated to or reserved

      for another corporate body of the Company by 21

      law, the Articles of Association (https://perrotdu-val.com/en/by-laws/) or the regulations (https:// perrotduval.com/en/organisationalrules/). It issues guidelines on corporate policy and keeps itself informed about the course of business.

      The Board of Directors has the following non-transferable and irrevocable duties:

      • to ultimately direct the Group and issue the necessary directives; therefore, to develop the Group's strategic objectives and determine the means of achieving these objectives;

      • to determine the Group organisational structure;

      • to organise the accounting, the internal control system (ICS), the financial control and the financial planning as well as to perform a risk assessment;

      • to appoint and recall persons entrusted with the management and representation of the Company and to grant signatory powers;

        
        
        

        • to ultimately supervise the persons entrusted with the management, in particular with respect to compliance with the law, the Articles of Association (https://perrotduva-com/en/by-laws/), and other regulations (https://perrotduval.com/en/organisational-rules/); , and other regulations and directives;

        • to prepare the business report as well as the Shareholders' Meeting and to implement the latter's resolutions;

        • to prepare the remuneration report;

        • to inform the judge in the event of over-indebtedness.

      The Board of Directors can delegate certain or all management duties to the CEO to the extent

      22 permitted by law and by the Articles of Associa-

      tion (https://perrotduval.com/en/by-laws/). The Organisational Rules (https://perrotduval. com/ en/organisationalrules/) contain details related to the delegation of competencies. The Board of Directors convenes as often as business requires.

      During the 2024/25 business year, the Board held five half-day and full-day meetings. Each meeting of the Board of Directors in the year under review was attended by all members. Approval of the annual financial statements and preparation for the Annual Shareholders' Meeting normally take place at the first meeting of the year, while the budget planning is approved at the final meeting of the year.

      The members of the Board of Directors generally receive documentation five working days prior to meetings, allowing them to be properly prepared to discuss the items on the agenda.

      The Board of Directors is deemed quorate when an absolute majority of its members is present. It adopts resolutions and conducts elections based upon a majority of the votes cast. In the event of a tie, the Chairman has the casting vote. Resolutions of the Board of Directors may also be adopted by circular means.

      General Management

      The Board of Directors delegates the task of operational management to the General Management. The Organisational Rules (https:// perrot-duval.com/en/organisationalrules/) set out the rights and duties of the Board of Directors and General Management and describes how these cooperate.

      In view of the Group's structure, as described on pages 16 to 29, the General Management function was held by the CEO, Mr Cornel Bruhin. The function of Group CEO has been then taken over by Mr Cornel Bruhin from 2 May 2022. During the financial year 2021/22, Mr. Bruhin was already the COO of the group.

      General Management is responsible for the management of the Group insofar as this task has not been assigned by law, the Articles of Association (https://perrotduval.com/en/by-laws/) or the Organisational Rules (https://perrotduval.com/en/ organisationalrules/) to any other corporate body.

      It prepares the strategy, the long-term and mid-term targets and the management guidelines for the Perrot Duval Group before submitting them to the Board of Directors for discussion and approval.

      Remuneration Committee

      The Remuneration Committee is set up to support the Board of Directors. The Shareholders' Meeting elects individually at least two members of the Board of Directors as members of the Remuneration Committee. The term of office of the members of the Remuneration Committee shall be one year and shall end at the next ordinary Annual Shareholders' Meeting. Re-election is possible.

      Subject to and within the scope of the approved overall compensation by the Annual Sharehold-ers' Meeting, the Remuneration Committee proposes to the Board of Directors the remuneration of its members and proposes, respectively determines the remuneration of the members of the Board and the CEO, both as further set out below.

      The Remuneration Committee mainly submits proposals to the Board of Directors regarding:

      • the total amount of the maximum compensation of the Board of Directors' members, the Executive Chairman and the CEO for the next business year;

      • the individual compensation of each Board of Directors' member, the Executive Chairman and of the CEO (fixed and variable compensation) within the scope of the approved overall compensation by the Shareholders' Meeting;

      • targets for the CEO;

      • amendments to the Remuneration Committee Rules.

      The members of the Remuneration Committee in the year under review were the Board members Mr Luca Bozzo (Chairman) and Mr Yves Claude Aubert. The Remuneration Committee meets at least one time each year, usually after the results for the financial year have been prepared and the audited annual financial statements are available. One meeting was held in the 2024/25 business year and was attended by all members.

      Other Committees

      Due to the size of the company, the Board does not currently appoint other committees. All tasks within the Board's area of responsibility are assumed by the Board as a whole.

   6. Powers and responsibilities 23

      The powers and responsibilities of the Board of Directors and the power-sharing arrangement between the Board of Directors and CEO are stipulated in the Articles of Association (https:// perrotduval.com/en/by-laws/) as well as in the Organisational Rules (https://perrotduval.com/ en/organisationalrules/).

      The detailed competencies and responsibilities of the Board of Directors and the regulation of powers and responsibilities between the Board of Directors and the CEO are recorded in the Articles of Association (https://perrotduval.com/en/ by-laws/) and the Organisational Rules (https:// perrotduval.com/ en/organisationalrules/). These can be examined at the company's headquarters as well as on Perrot Duval Holding S.A.'s website.

      
      
      3.7 Information and control instruments relating to the CEO

      The Board of Directors receives quarterly written reports detailing the sales, incoming orders and volume of orders outstanding of all Group units. Four times a year, it receives the consolidated statements (balance sheets, income statements, cash-flow, comparative data and analysis) of each investment and of the entire group. These are compared with the budget and the year-end forecasts. Significant items are always reported immediately. Financial reporting is a fixed constituent of the meetings of the Board of Directors. Deviations are discussed and measures may be initiated as a result.

      24 As well as the statutory auditors, the Chairman and the CEO work on behalf of the Board of Directors to check for adherence to annual targets and the suitability of the control instruments and the procedures within individual Group companies. Every year, the Group auditor defines the main risk-related auditing items. The work of the Group auditor as well as the local auditors is evaluated by the Executive Chairman on behalf of the Board of Directors.

      A comprehensive central internal control system (ICS) with an excel-based application obliges every group company to follow defined procedures each quarter in order to be able to fully comply the annual targets. The CEO reports at least once a fiscal year to the Board of Directors, which reviews the ICS concept at yearly intervals with regard to identifying, evaluating and remedying risks associated with business activities and adapts it to new requirements as necessary.

4. GENERAL MANAGEMENT

   1. Members of the General Management

      In view of the Group's structure, as described on pages 16 to 29, the General Management function was held by the CEO, Mr Nicolas Eichenberger, who also is the executive member of the Board of Directors, until 30 April 2022. The function was then taken over by the designated Group CEO, Mr Cornel Bruhin from 2 May 2022. If necessary, the Board of Directors can also pass General Management responsibility for certain tasks to other members of the Board.

      Cornel Bruhin (1969), Swiss, lives in Weinfelden (CH). He holds a degree in mechanical engineering from the Eastern Switzerland University of Applied Sciences and a postgraduate degree in business management.

      After 20 years of experience as a project manager for mergers and acquisitions in international companies and as a managing director, Mr. Bruhin started his company (Tecos Bruhin AG) in order to fulfill his aspirations as an entrepreneur and business developer.

      In 2016, Perrot Duval acquired Tecos Bruhin AG. Mr. Bruhin became CEO of the Füll Process division. On 1 May 2021, he took over the position of COO of the Perrot Duval Group and from 2 May 2022, he was designated CEO.

      Under the guidance and supervision of the Executive Chairman, the CEO's main functions are :

      • to set the strategies for the development and expansion of the group structure. He manages the entire business activity and gives the long and short term direction,

      • to delegate tasks to the managers and employees of the companies of the Perrot Duval Group and to continuously analyse the business activity,

      • to ensure the integration of the acquired group companies.

   2. Other activities and vested interests The sole member of the General Management does not carry out any activities other than those mentioned on page 24 and in the Organisational Rules (https://perrotduval.com/en/organisa-tionalrules/) and has no vested interests that would be of significance for the Perrot Duval Group.

   3. Permitted additional activities

      The number of mandates in the superior management or administrative bodies of legal units obliged to register themselves in the commercial register or a foreign equivalent thereof, which are not controlled by Perrot Duval Holding S.A., is limited to a total of four for the members of the General Management of Perrot Duval Holding S.A., including a maximum of one mandate in a publicly traded company.

      The number of mandates in other legal units, such as associations, foundations and pension funds is limited to a total of ten for the members of the General Management of Perrot Duval Holding S.A.

      These restrictions do not apply to legal bodies directly or indirectly controlled by the company or do control the company.

   4. Management contracts

      The management contracts are agreed to at arm's length conditions according to a time and materials basis for an indeterminate period. However, the contracts can be terminated at annual intervals.

      The core element of these management contracts is the compensation for the services that have been mainly provided by Mr Nicolas Eichenberger as an executive member of the Board of Directors and by Mr. Cornel Bruhin as

      a CEO from 2 May 2022, as well as advisory 25

      work performed by other Members of the Board of Directors of Perrot Duval Holding

      S.A. There currently are management agreements in place between Perrot Duval Management S.A., Coppet, and Füll Process S.A., Weinfelden, member of the Füll Group, on the one part, as well as between Perrot Duval Management S.A., Coppet, and Polystone Holding S.A., Weinfelden, member of the Polystone Group, on the other part.

      Perrot Duval Management S.A. charged for management services CHF 700,000 in 2024/25 to Perrot Duval Holding S.A. to cover the cost of assistance in implementing the Group compa-nies' conduct guidelines and in carrying out the holding company's administrative tasks (previous year: CHF 450,000).

5. COMPENSATIONS, SHAREHOLDINGS AND LOANS

   1. Content and method of determining the compensation Basic principles

      The basic principles of the compensation policy are stated in the Articles of Association (https:// perrotduval.com/en/by-laws/).

      The members of the Board of Directors and of the General Management receive a fixed basic fee that is determined by the full Board of Directors based on the proposal of the Remuneration Committee and subject to and within the limits

      26 of the aggregate amounts approved by the Annu-

      al Shareholders' Meeting.

      Perrot Duval does not provide other benefits to Members of the Board of Directors and of the General Management. The executive member of the Board of Directors and, from 2 May 2022, the CEO receive an additional fixed compensation as well as a short-term incentive bonus in cash, which depends on the achievement of qualitative and/or quantitative targets. The variable financial targets are solely oriented to profit after taxes of the operative participations of Perrot Duval Holding S.A. Except in case of extraordinary events, the annual bonus can't exceed the fix annual remuneration. The bonus payment is made after the Annual Shareholders' Meeting of Perrot Duval Holding S.A. following the fiscal year under review. Any other additional variable compensation in any form, consequence of extraordinary events, must be approved the Shareholders' Meeting of Perrot Duval Holding S.A.

      Expenses are reimbursed against presentation of the relevant receipts. This additional compensation for expenses actually incurred does not need to be approved by the Annual Shareholders' Meeting. The executive member of the Board of Director is not provided with a company vehicle, but the CEO, from 2 May 2022, is.

      No additional compensation are awarded for activities in companies being directly or indirectly controlled by Perrot Duval Holding S.A.

      Loans to a maximum of CHF 1.0 million may be granted to each member of governing bodies. On 25 August 2022, Perrot Duval Management S.A. granted Mr. Cornel Bruhin an interest-bearing advance of CHF 150,000, repayable in five years.

      Further information on the compensation paid to the executive and non-executive members of the Board of Directors can be found in the Remuneration Report on page 32.

      Additional amount of compensation for new members of the Group Management With respect to any member joining the Group Management or being promoted within the Group Management during the period for which the Shareholders' Meeting has already approved the overall compensation of the Group Management, the Company and its subsidiaries are entitled to pay an additional amount of compensation for that period provided that the approved aggregate compensation does not prove sufficient. The Shareholders' Meeting does not vote on this additional amount. Resolutions

      Each year, the General Meeting votes separately on the proposals by the Board of Directors regarding the aggregate amounts of:

      1. the compensation of the Board of Directors for the term of office until the next ordinary Shareholders' Meeting;

      2. the maximum overall compensation of the Group Management (fixed and performance based components) that may be paid in the subsequent business year;

      3. a possible additional compensation of the members of the Group Management for the preceding business year.

      If the General Meeting does not approve the proposed aggregate amount, the Board of Directors may make a new proposal at the same Share-holders' Meeting. If the Board of Directors does not make a new proposal, it may either convene a new Shareholders' Meeting and make new proposals for approval or may submit the proposals regarding compensation for retrospective approval at the next ordinary Shareholders' Meeting.

6. SHAREHOLDERS' PARTICIPATION RIGHTS

   1. Restrictions applicable to voting rights and voting by proxy

      Each share carries one vote at the Sharehol-ders' Meeting. The company's articles of association do not contain any restrictions applicable to voting by proxy and representation rights.

      Shareholders who are unable to attend the Annual Shareholders' Meeting in person may appoint the independent proxy or someone else as their proxy by giving him/her written authorisation to represent them. Shareholders have the option of appointing the independent proxy online until two days before the Shareholders' Meeting. The Board of Directors determines the requirements regarding proxies and voting instructions.

      There is no working relationship between the proxy and the company Perrot Duval Holding S.A., nor between him and the direct and indirect investments of Perrot Duval Holding S.A.

      This situation has also prevailed in the past. 27

      The proxy has no close relationship with a member of the board of directors, with another person with decision-making powers or with a significant shareholder of the company.

      He does not inform the Board of Directors of the partial results before the general meeting. At the general meeting, the proxy is responsible for communicating the results and also for transmitting proposals made by shareholders.

      Shareholders who are not present at the General Meeting may exercise their voting rights electronically.

   2. Quorums stipulated in the articles of association

      The quorums stipulated in the Articles of Association (https://perrotduval.com/en/by-laws/) for motions carried by the Annual Shareholders' Meeting are in accordance with the law (art. 703 et seq. of the Swiss Code of Obligations).

      
      
      
   3. Invitation to the annual Shareholders' meeting, tabling of motions

      The Annual Shareholders' Meeting is convened by the Board of Directors or by the governing bodies and persons designated by law in accordance with legal and statutory requirements (ht-tps://perrotduval.com/en/by-laws/) at least 20 days before the meeting by official announcement.

   4. Agenda

      The official notice states the day, time and place of the meeting, the agenda, the proposals of the Board of Directors.

      One or more shareholders of the company may

      28 request that a general meeting be convened un-

      der the following cumulative conditions:

      1. the shareholder(s) must together hold shares representing at least 5% of the nominal value of the share capital or of the voting rights, as recorded in the commercial register on the date of receipt of the request by the company; and

      2. the shareholder(s) must make their request in writing and, in the case of bearer shares, simultaneously obtain the blocking of the shares held representing at least 5% of the nominal value of the share capital or voting rights from the de-positary institution, which must issue a certificate of blocking of the shares. The shares must remain blocked until the day after the required general meeting is held.

      In addition, if one or more shareholders of the company representing at least 0.5% of the nominal value of the share capital or of the voting rights may request the inclusion of an item on the agenda. The request must be made in writing 45 days before the general meeting.

   5. Registration of registered shares There is no limitation to the registration of registered shares.

7. CHANGE OF CONTROL AND DEFENCE MEASURES

   1. Obligation to submit an offer

      A party acquiring shares in the company is not obliged to submit a public purchase offer (opting out) pursuant to to the Articles of Association (https://perrotduval.com/en/by-laws/).

   2. Change of control clauses

      There are no clauses on changes of control in favour of the Board of Directors and/or other key personnel.

8. AUDITORS

   1. Duration of the audit mandate and duration of the appointment of the auditor responsible

      KPMG S.A., Neuchatel is the company's auditor since 2016/17 financial year. Mr Yann Michel has been responsible for the mandate since 2023/24.

      The auditor is elected for a period of one year in each case.

   2. Auditing fees

The fees paid to KPMG S.A. for Perrot Duval Holding S.A. and the consolidation of the Perrot Duval Group, amounted CHF 158,900 (CHF 116,183 previous fiscal year). The remaining foreign audit companies charged CHF 51,476 (CHF 49,205 previous fiscal year).