Invitation Annual General Meeting - EN (schweiter gv einladung 2025 en web 1742360243)

INVITATION TO

THE ANNUAL GENERAL MEETING

WOULD YOU LIKE TO RECEIVE THE INVITATION PAPERLESS? SCHWEITER.NETVOTE.CH

1. CHAIRMAN'S INTRODUCTION
2. REPORT ON THE 2024 FINANCIAL YEAR
3. VOTES ON THE FINANCIAL AND NON-FINANCIAL REPORTS FOR THE 2024 FINANCIAL YEAR

3.1 APPROVAL OF THE FINANCIAL REPORTS FOR THE 2024 FINANCIAL YEAR

The Board of Directors proposes that the financial report, the management report, the annual financial statements and the consolidated financial statements for 2024 be approved.

Notes

In its reports to the Annual General Meeting, the auditor KPMG AG has confirmed the consolidated financial statements and the annual financial statements for the 2024 ­financial year without restrictions and recommends that they be approved.

3.2 CONSULTATIVE VOTE ON THE REPORT ON NON-­FINANCIAL MATTERS FOR THE 2024 FINANCIAL YEAR

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

Notes

The report on non-financial matters in accordance with

article­ 964a ff. of the Swiss Code of Obligations takes account of the extended statutory requirements. For the Content Index - Essentials Service, GRI Services has verified that the GRI Index has been presented in a manner that meets the reporting requirements of the GRI Standards and that the information in the GRI Index is clearly presented and ­accessible to stakeholders. The vote will cover the sections of the Annual Report indicated on page 63.

4. CONSULTATIVE VOTE ON THE 2024 COMPENSATION REPORT

The Board of Directors proposes that the contents of the 2024 Compensation Report be noted in a non-binding consultative vote.

Notes

The vote on the 2024 Compensation Report is purely consul- tative. The Compensation Report is presented as a separate chapter of the 2024 Annual Report.

As statutory auditor, KPMG AG has audited the tables and information marked as "audited" on pages 106 to 111 of the 2024 Compensation Report for the disclosures pursuant to Art. 734a-734f CO and confirms that they comply with Swiss law and the Articles of Association.

5. DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE MANAGEMENT

The Board of Directors proposes to discharge all its members and the members of the Executive Management from liability for the 2024 financial year.

Notes

The discharge from liability of the responsible bodies, namely the members of the Board of Directors and Executive Management is a non-transferable authority of the Annual General Meeting in accordance with Art. 698 para. 2 point 7 of the Swiss Code of Obligations. The company is not aware of any facts that would prevent the granting of a full discharge of liability.

6. APPROPRIATION OF AVAILABLE EARNINGS

Notes

The appropriation of available earnings and the dividend payment are based on the financial statements reviewed by the auditors. If the proposal is approved, the dividend will be paid as of 15 April 2025. The last trading day entitling the holder to the payment of the dividend is 10 April 2025. Shares will be traded ex-dividend from 11 April 2025.

7. ELECTIONS

7.1 ELECTION OF THE MEMBERS AND THE CHAIRMAN OF THE BOARD OF DIRECTORS

The Board of Directors proposes the election of Daniel Bossard, Vanessa Frey, Lars van der Haegen, Jacques Sanche, Beat Siegrist and Stephan Widrig as members of the Board of Directors, and of Heinz O. Baumgartner as a member and (in the same vote) as Chairman of the Board, all for a term of one year.

Notes

Detailed résumés of all members of the Board of Directors are published in the 2024 Annual Report. These show that all members of the Board of Directors have extensive management experience in international companies. The Board members also represent a wide range of areas of expertise. The size and the composition of the Board of Directors has proven successful.

7.2 ELECTION OF THE NOMINATION AND COMPENSATION COMMITTEE

The Board of Directors proposes the election of Daniel Bossard, Vanessa Frey and Jacques Sanche as members of the Compensation Committee, each for a term of one year.

Notes

See notes to agenda item 7.1.

7.3 ELECTION OF THE INDEPENDENT PROXY

The Board of Directors proposes the election of Proxy Voting Services GmbH, Zurich, as independent proxy for a term of one year until the conclusion of the next Annual General Meeting.

Notes

According to the law, the independent proxy must be elected by the Annual General Meeting each year. The Board of ­Directors proposes Proxy Voting Services GmbH for reasons of continuity.

7.4 ELECTION OF THE STATUTORY AUDITOR

The Board of Directors proposes the election of KPMG AG, Zug, for a term of one year.

Notes

The association with KPMG AG has proven to be very suc- cessful. The Board of Directors is of the view that KPMG AG remains eminently qualified to act as statutory auditor.

8. APPROVAL OF REMUNERATIONS

8.1 APPROVAL OF THE MAXIMUM TOTAL REMUNER­ ATION FOR THE BOARD OF DIRECTORS

The Board of Directors proposes that a maximum total remuneration of CHF 1 200 000 (including contributions to pension plans and other social security contributions) be approved for the members of the Board of Directors for their term of office until the Annual General Meeting in 2026.

Notes

The total sum proposed is for the remuneration of a Board of Directors comprising seven members and remains unchanged compared to the prior year. Details of the remuneration of the members of the Board of Directors can be found in the Articles of Association and the Compensation Report.

8.2 APPROVAL OF THE MAXIMUM TOTAL REMUNER­ ATION FOR THE EXECUTIVE MANAGEMENT

The Board of Directors proposes that a maximum total remuneration of CHF 3 000 000 (including contributions to pension plans and other social security contributions) be approved for members of the Executive Management for the 2026 financial year.

Notes

For their service, the members of the Executive Management receive a fixed basic salary and, as a rule, a performance -based salary component (including contributions to pension plans and other social security contributions). The total remuneration proposed by the Board of Directors is the maximum amount for the 2026 financial year and includes the maximum possible performance-based salary component of up to 200% of the fixed base salary in addition to the fixed base salary itself. The maximum total remuneration remains unchanged compared to the prior year. The payment of the performance-based salary component depends on the achievement of the predefined corporate goals as well as ­individual targets of each member of the Executive Manage- ment. Further details of the remuneration of the members of the Executive Management can be found in the Articles of Association and the Compensation Report.