Bussnang, 24 March 2026
Invitation to the 35th Ordinary General Meeting of Stadler Rail AG at 4.00 pm on Tuesday, 5 May 2026
Dear Shareholder
Stadler improved earnings in the 2025 financial year. Revenue rose to 3.7 billion francs and the EBIT margin stood at 4.4 percent. The 2025 result continues to be impacted by the consequences of the flooding in Valencia. The economic situation in Germany and the strong franc also left their mark. However, the good order intake, strong order backlog and high-quality orders received provide positive momentum for the coming years. Revenue of well over 5 billion francs is already expected in the 2026 financial year. Due to Stadler's conservative accounting approach, production output in 2025 was over one billion francs higher than the reported revenue. Stadler expects an EBIT margin of over 5 percent in the current financial year.
Thanks to its broad product portfolio Stadler enjoys a strong position in the rail vehicle market. Stadler is also the global market leader for battery and hydrogen green drive technologies. As a result, the order situation progressed well once again in 2025. Order intake totalled 6.1 billion francs last year, while the order backlog rose to over 32 billion francs (31 December 2024: 29.2 billion francs). Sales increased by 13 percent to 3.7 billion francs, EBIT to 160.6 million francs (previous year: 100.5 million francs). This corresponds to an EBIT margin of 4.4 percent (previous year: 3.1 percent). Net profit almost doubled to around 100.7 million francs. Stadler is pursuing the trajectory to improve earnings. It also confirmed the anticipated revenue growth announced last year of well over 10 percent and it achieved the forecast EBIT margin of between 4 and 5 percent.
We very much look forward to presenting Stadler's development in 2025 as well as the outlook for the coming years at the 2026 Annual General Meeting in more depth. All the agenda items for the Annual General Meeting and the detailed proposals with the explanations can be found on the following pages. Please use the enclosed form or the shareholder platform (https://stadlerrail. netvote.ch) to register for the Annual General Meeting or to authorise a proxy.
Our Annual General Meeting will take place at the Swiss Life Arena site in Zurich-Altstetten from
4.00 pm onwards on Tuesday, 5 May 2026. The doors will open at 2.30 pm.
The Board of Directors and I look forward to welcoming you to the 2026 Annual General Meeting in person.
Best regards
Peter Spuhler
Chairman of the Board of Directors
1/1
INVITATION TO THE ANNUALSwiss Life Arena
Zurich-Altstetten
5 May 2026
4 p.m. CEST
GENERAL MEETING 2026 OF STADLER RAIL AGAgenda and proposals by the Board of Directors
Vote on the financial and the non-financial reporting for the financial year 2025
Approval of the status report, the annual financial statements and the consolidated financial statements of Stadler Rail AG for the financial year 2025 after taking note of the auditors' reports
Proposal: The Board of Directors proposes the approval of the status report, the annual financial statements and the consolidated financial statements of Stadler Rail AG for the financial year 2025 after taking note of the auditors' reports.
Explanation: The Board of Directors is legally obliged to submit the status report, the annual financial statements and the consolidated financial statements for each financial year for approval at the Annual General Meeting (AGM). The auditors, KPMG AG in Zurich, have reviewed the consolidated financial statements of Stadler Rail Group as well as the annual financial statements of Stadler Rail AG. The approval of the annual financial statements is a prerequisite for the AGM resolution on the appropriation of retained earnings and in particular the declaration of the dividend.
Consultative vote on the report on non-financial matters for the financial year 2025
Proposal: The Board of Directors proposes the approval of the report on
non-financial matters for the financial year 2025 (consultative vote).
Explanation: In accordance with Art. 964a-c of the Swiss Code of Obligations, Stadler is obliged to prepare annually a report on non-financial matters. Details on compliance with this obligation can be found in the Sustainability Report 2025, which is part of the Annual Report (see page 44 ff.) and is available under https://www.stadlerrail.com/en/investor-relations. In addition, the report on non-financial matters must be submitted to the AGM for approval in a consultative vote.
KPMG AG, Zurich, has conducted an audit to obtain limited assurance on selected sustainability information of Stadler Rail AG. The statement of the independent auditor can be found from page 135 onwards in the Annual Report.
Resolution on the appropriation of retained earnings and the distribution of a dividend
in CHF
2025
Profit carried forward from the previous year
349'752'525
Annual loss according to the income statement
(22'118'779)
For disposition by the General Meeting
327'633'746
Proposal:
Distribution of a dividend1
50'000'000
To be carried forward
277'633'746
Total earnings appropriation as proposed by the Board of Directors
327'633'746
1 Shares held as treasury shares at the time of the dividend distribution are not entitled to dividends. The payment amount will therefore be reduced accordingly on the date of the dividend distribution.
Subject to the approval of this proposal, a dividend of CHF 0.50 (before taxes and levies) per registered share will be paid out. The dividend will be paid out on the value date of 11 May 2026. The last trading day entitling the holder to receive the dividend is 6 May 2026. As of 7 May 2026, shares will be traded ex-dividend.
Explanation: The distribution of a dividend is subject to a respective AGM resolution. The proposed appropriation of available earnings is in line with the dividend policy of Stadler Rail AG.
Discharge of the members of the Board of Directors and the Group Executive Board
Proposal: The Board of Directors proposes that the members of the Board of Directors and the Group Executive Board be discharged from responsibility for their activities in the financial year 2025.
Explanation: By granting discharge to the members of the Board of Directors and the Group Executive Board, the Company and the approving shareholders declare that they will no longer hold the responsible members accountable for events of the past financial year brought to the attention of the General Assembly.
Election of the Board of Directors
Proposal: The Board of Directors proposes the re-election of the following members of the Board of Directors for a further term of office each until the closing of the next Annual General Meeting:
Prof. Dr. Stefan Asenkerschbaumer, Danijela Karelse, Doris Leuthard, Hans-Peter Schwald, Peter Spuhler and Niko Warbanoff.
The Board of Directors proposes additionally the election of Dr. Michael Schöllhorn and Sabrina Soussan as members of the Board of Directors, each for a term of office until the conclusion of the next Annual General Meeting.
Explanation: The term of office of the members of the Board of Directors ends with the closing of the Annual General Meeting of 5 May 2026. The General Assembly elects the members of the Board of Directors for a term of one year each until the closing of the next Annual General Meeting. Except for Prof. Dr. Christoph Franz and Wojciech Kostrzewa, all current members of the Board of Directors stand for re-election for a further term of office. Information on the professional background of the current members of the Board of Directors as well as on the membership in the committees of the Board of Directors can be found from page 146 onwards in the Annual Report, which is accessible via https://www.stadlerrail.com/en/investor-relations. Dr. Michael Schöllhorn and Sabrina Soussan are now up for election to the Board of Directors. Information on the professional background of Dr. Michael Schöllhorn and Sabrina Soussan can be found at https://www.stadlerrail.com/en/investor-relations.
Re-election of:
Prof. Dr. Stefan Asenkerschbaumer
Danijela Karelse
Doris Leuthard
Hans-Peter Schwald
Peter Spuhler
Niko Warbanoff
New election of:
Dr. Michael Schöllhorn
Sabrina Soussan
Election of the Chairman of the Board of Directors
Proposal: The Board of Directors proposes the re-election of Peter Spuhler as Chairman of the Board of Directors for a further term of office until the closing of the next Annual General Meeting.
Explanation: The term of office of the Chairman of the Board of Directors ends with the closing of the Annual General Meeting of 5 May 2026. The General Assembly elects the Chairman of the Board of Directors for a term of one year until the closing of the next Annual General Meeting. Peter Spuhler stands for re-election for another period of office.
Election of the members of the Compensation Committee
Proposal: The Board of Directors proposes the re-election of the following members of the Compensation Committee for a further term of office each until the closing of the next Annual General Meeting: Doris Leuthard, Hans-Peter Schwald and Peter Spuhler.
Explanation: The term of office of the members of the Compensation Committee ends with the closing of the Annual General Meeting of 5 May 2026. The General Assembly elects the members of the Compensation Committee for a term of one year each until the closing of the next Annual General Meeting.
All members of the Compensation Committee, with the exception of Prof. Dr. Christoph Franz, stand for re-election.
Re-election of:
Doris Leuthard
Hans-Peter Schwald
Peter Spuhler
Election of the Auditors
Proposal: The Board of Directors proposes the re-election of KPMG AG, Zurich, as auditors until the closing of the next Annual General Meeting.
Explanation: The General Assembly elects the auditors for a term of one year until the closing of the next Annual General Meeting. Re-election is admissible. KPMG AG, Zurich, have been the auditors of Stadler since the financial year 2011 and are proposed by the Board of Directors for a further period of office of one year.
Election of the independent proxy
Proposal: The Board of Directors proposes the election of Ulrich B. Mayer, Dorfstrasse 10, 8185 Winkel, as independent proxy until the closing of the next Annual General Meeting.
Explanation: In companies whose shares are listed on the stock exchange, an independent proxy is elected at the General Meeting whose term of office ends with the closing of the next Annual General Meeting. Re-elec-tion is admissible. The term of office of Ulrich B. Mayer, who was elected independent proxy at the last General Meeting, ends with the closing of the Annual General Meeting of 5 May 2026. Ulrich B. Mayer possesses the legally required independence and the Board of Directors proposes to elect Ulrich B. Mayer for a further term of office.
Consultative vote on the 2025 remuneration report
Proposal: The Board of Directors proposes the approval of the 2025
remuneration report by means of a non-binding consultative vote.
Explanation: The Board of Directors submits to the shareholders the remuneration report for the financial year 2025 for a consultative vote. The remuneration report is part of the Annual Report. Detailed information on the remuneration system and the remuneration of the Board of Directors and of the Group Executive Board for the financial year 2025 can be found from page 164 onwards of the Annual Report, which is accessible via https://www.stadlerrail.com/en/investor-relations.
Remuneration
Explanation: On the occasion of the Annual General Meeting, the shareholders annually approve with binding effect of the maximum total amount of remuneration payable to the members of the Board of Directors and the Group Executive Board for the following financial year. The principles of the remuneration for the Board of Directors and the Group Executive Board as well as their approval by the shareholders are described in Articles 24 to 27 of the Articles of Association accessible via https://www.stadlerrail.com/de/downloads.
Approval of the remuneration of the Board of Directors
Proposal: The Board of Directors proposes the approval of the maximum total amount of CHF 2 mio. payable as remuneration to the members of the Board of Directors for the financial year 2027.
Explanation: The remuneration to the members of the Board of Directors includes the fixed remuneration for the activity in the Board of Directors and fixed remunerations for committee chairmanship and/or membership as well as employer's social security contributions.
Approval of the remuneration of the Group Executive Board
Proposal: The Board of Directors proposes the approval of the maximum total amount of CHF 11.8 mio. payable as remuneration to the members of the Group Executive Board for the financial year 2027.
Explanation: The remuneration to the members of the Group Executive Board includes the fixed remuneration, the variable remuneration as well as additional benefits. The variable remuneration comprises the maximum variable remuneration value assuming that all performance targets are reached and that the maximum payout factor applies. The additional benefits include employer's pension and social security contributions as well as accident and healthcare contributions. In addition, a Christmas bonus and long-service awards are included.
Amendment of Article 5 paragraph 1 of the Articles of Association
Proposal: The Board of Directors proposes to amend Article 5 paragraph 1 of the Stadler Rail AG Articles of Association in order to create a new capital band.
Explanation: The capital band created by the General Meeting resolution of 12 May 2023 will expire on 11 May 2026. Under the capital band, the shareholders authorize the Board of Directors to increase or reduce the share capital registered in the Commercial Register within a certain bandwidth, ranging from 150% of the specified capital (upper limit) to 50% (lower limit).
The law limits such authorisation to a period not exceeding five years. At the General Meeting, shareholders may cancel the subscription rights of shareholders or may delegate such right to the Board of Directors provided that the reasons for the withdrawal of the subscription rights are expressly mentioned in the Articles of Association. The capital band offers the Board of Directors entrepreneurial flexibility, e. g. concerning the procurement of equity capital or the provision of new shares for existing and new shareholders or the remediation of an overcapitalisation.
Proposed Adaption of Article 5 paragraph 1 of the Articles of Association: Article 5 paragraph 1 old:
Capital Band
(1) The Company has a capital band ranging from CHF 19,000,000 (lower limit) to CHF 22,000,000 (upper limit). Within this capital band, the Board of Directors is entitled to increase or reduce the share capital once or several times until 11 May 2026 or until any earlier elimination of the capital band by any amount or to directly or indirectly acquire or sell shares. Such capital increase or reduction may be conducted by issuing up to 10,000,000 fully paid-up registered shares with a nominal value of CHF 0.20 each or by cancelling up to 5,000,000 registered shares with a nominal value of CHF 0.20 each or by increasing or reducing the nominal value of the existing registered shares within the capital band.
Article 5 paragraph 1 new: (Adjustment in green)
Capital Band
(1) The Company has a capital band ranging from CHF 19,000,000 (lower limit) to CHF 22,000,000 (upper limit). Within this capital band, the Board of Directors is entitled to increase or reduce the share capital once or several times until 31 May 2029 or until any earlier elimination of the capital band by any amount or to directly or indirectly acquire or sell shares. Such capital increase or reduction may be conducted by issuing up to 10,000,000 fully paid-up registered shares with a nominal value of CHF 0.20 each or by cancelling up to 5,000,000 registered shares with a nominal value of CHF 0.20 each or by increasing or reducing the nominal value of the existing registered shares within the capital band.
Organisational InformationExercise of voting rights
The shareholders of Stadler Rail AG entered in the share register with voting rights by the close of trading on Thursday, 23 April 2026, are entitled to vote. No entries will be made in the share register from Friday, 24 April 2026, up to and including Tuesday, 5 May 2026.
Representation
By means of a written proxy, shareholders can designate a third person, who does not have to be a shareholder, or the independent proxy, Ulrich B. Mayer (attorney), Dorfstrasse 10, 8185 Winkel, as a representative at the General Meeting. Proxies may only be issued for one General Meeting.
The following applies to the exercise of voting rights by the independent proxy:
» As an alternative to issuing instructions using the written proxy form (reply form), you can also issue your instructions electronically via the netvote portal (https://stadlerrail.netvote.ch). The netvote portal will be open until
11.59 am CEST on Saturday, 2 May 2026. You can find your personal login data
on the reply form.
» By signing in blank or by not ticking any general or individual instruction boxes on the proxy form, you are instructing the independent proxy to exercise your votes in accordance with the proposals of the Board of Directors. The same applies to unannounced proposals on items for discussion and to new items for discussion.
Please send the reply form with your instructions to Stadler Rail AG, c/o areg.ch ag, Fabrikstrasse 10, 4614 Hägendorf by Monday 27 April 2026 (date of receipt). Returning the reply form promptly will make it easier for the share register to prepare for the General Meeting.
Annual Report and Report on non-financial matters
The complete Annual Report 2025 including the report on non-financial matters can be found online under «Investor Relations» on https://www.stadlerrail.com. For sustainability purposes, Stadler refrains from physically printing these Reports. A printed copy of the Annual Report, the Auditors' Report and of the Report on non-financial matters is available for inspection by the shareholders at the registered office of the company (Stadler Rail AG, Ernst-Stadler-Strasse 1, 9565 Bussnang). On request, these documents will also be sent electronically to all shareholders entered in the share register of Stadler Rail AG as of Thursday, 23 April 2026 after closing of the stock market.
Proposals by shareholders on agenda items
Proposals by shareholders on agenda items are only permissible if they are put to the General Meeting by the shareholders themselves or an individual proxy acting on their behalf. The independent proxy cannot be appointed an individual proxy for such purposes.
Transport
We would like to ask all shareholders to use public transport as there is limited parking space on the premises of the Swiss Life Arena. On 5 May 2026, free shuttle buses will run from Zurich-Altstetten train station to the Swiss Life Arena and back from 2.15 p.m. to 4.00 p.m. as well as from 5.30 pm to
8.45 pm.
Language
In case of any differences between this invitation in English and the original invitation in German published in the Swiss Official Gazette of Commerce, the invitation in German shall prevail.
Bussnang, 24 March 2026
Enclosures
» Reply form
» Reply envelope
GENERAL MEETING 2026
Tuesday, 5 May 2026
4 p.m. CEST (door opening, west entrance at 2.30 p.m.)
Swiss Life Arena
Vulkanstrasse 130
8048 Zürich-Altstetten
Stadler Rail AG
Ernst-Stadler-Strasse 1 CH-9565 Bussnang
+41 71 626 86 80
ir@stadlerrail.com
https://www.stadlerrail.com