Ordinary General Meeting

INVITATION

Neuchâtel and Biel/Bienne, April 2, 2026

The Ordinary General Meeting of Shareholders will be held in accordance with art. 12 ff. of the Articles of Association on Tuesday, May 12, 2026 at 10:00 a.m. (CEST), virtually, without physical presence of the shareholders.

The Board of Directors decided to hold the General Meeting with no venue and by electronic means in accordance with art. 701d para. 1 of The Code of Obligations (CO). The shareholders have therefore the possibility to grant powers of attorney and instructions to the independent voting representative either in writing or by electronic means in advance or to attend online the shareholders' meeting by electronic means over the Internet.

Sincerely,

On behalf of the Board of Directors,

Nayla Hayek

Chairwoman

Enclosure:

- Annex to the invitation

1. Approval of the financial and non-financial reports 2025
   1. Approval of the annual report 2025 (management report, annual financial statements and consolidated financial statements)

      The Board of Directors proposes that the Ordinary General Meeting approves the annual report 2025 (management report, annual financial statements and consolidated financial statements) after taking note of the auditor's reports.

   2. Approval of the sustainability report 2025 (report on non-financial matters)

      The Board of Directors proposes that the Ordinary General Meeting approves the sustainability report 2025 (report on non-financial matters).

      Short explanation: The management report of the Board of Directors, the annual and consolidated financial statements 2025 and the reports of the statutory auditors are included in the annual report 2025. In the financial year 2025, Swatch Group generated net sales of CHF 6280 million (-6.8% compared to the previous year), an operating profit of CHF 135 million (previous year CHF 304 million) and a net income of CHF 25 million (previous year CHF 219 million). The auditor's reports confirm that the audited annual and consolidated financial statements 2025 comply with Swiss law and the company's Articles of Association. The auditors recommend to approve the annual report 2025. The sustainability report 2025 was prepared in accordance with the requirements of art. 964b CO.

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

   The Board of Directors recommends that the Ordinary General Meeting discharges all members of the Board of Directors and the Group Management Board for the activity during the business year 2025.

   Short explanation: The Board of Directors has no knowledge about incidents or circumstances, which would be against a discharge of the Board of Directors and the Group Management Board for the business year 2025. Further information is available in the annual report 2025.

3. Resolution for the appropriation of the available earnings

   The Board of Directors recommends that the Ordinary General Meeting appropriates the available earnings of CHF 338415 533.83 (net income as of 31.12.2025 of CHF 311 525 499.21 plus profit carried forward from the previous year of CHF 26 890 034.62) as follows:

   Dividend on share capital of CHF 117 719 775.00		CHF
   CHF 0.90 per registered share with a par value of CHF 0.45		105 227 550.00
   CHF 4.50 per bearer share with a par value of CHF 2.25		130 212 000.00
   Allocation to special reserve		80 000 000.00
   Balance carried forward		22 975 983.83
   Total		338 415 533.83

   Short explanation: The Board of Directors anticipates a positive development for 2026 and therefore proposes paying an unchanged dividend from the previous year, despite the Group's lower earnings compared to the previous year. Further information can be found in the Annual Report 2025.

   The precise total amount of dividend payment depends on the number of shares outstanding and eligible to receive a dividend on May 13, 2026. The dividend will be paid out as from May 19, 2026. The last trading day giving rise to a dividend entitlement is May 13, 2026. As from May 15, 2026, the shares will be traded ex-dividend. The group does not pay dividends on treasury shares.

4. Approval of compensation
   1. Fixed compensation for the members of the Board of Directors
      1. Compensation for functions of the Board of Directors

         The Board of Directors recommends that the Ordinary General Meeting approve a total maximum amount of CHF 1400 000 (excluding employer's share of social benefits) as fixed compensation for functions of the members of the Board of Directors for the period from the Ordinary General Meeting 2026 until the next Ordinary General Meeting 2027.

         Short explanation: The increase in the proposal results from the proposed election of an additional member to the Board of Directors (see proposal 5.2.8).

      2. Compensation for executive functions of the members of the Board of Directors

         The Board of Directors recommends that the Ordinary General Meeting approve a total maximum amount of CHF 3100 000 (excluding employer's share of social benefits) as fixed compensation for executive functions of the members of the Board of Directors for 2026.

         Short explanation: The proposal of fixed compensation for executive functions of members of the Board of Directors remains unchanged compared to the previous year.

   2. Fixed compensation for the members of the Executive Group Management Board and for the Extended Group Management Board for the business year 2026

      The Board of Directors recommends that the Ordinary General Meeting approve a total maximum amount of CHF 5 000 000 (excluding employer's share of social benefits) as fixed compensation for the members of the Executive Group Management Board and of the Extended Group Management Board for 2026.

      Short explanation: The fixed compensation for the members of the Executive Group Management Board and Extended Group Management Board for the current year 2026 remains unchanged from the compensation actually paid in the previous year.

   3. Variable compensation for the executive members of the Board of Directors for the year 2025

      The Board of Directors recommends that the Ordinary General Meeting approve a total amount of CHF 6 360 400 (excluding employer's share of social benefits) as variable compensation for the executive members of the Board of Directors for 2025.

      Short explanation: The variable compensation for the Executive Members of the Board of Directors decreased by 7.4% overall.

   4. Variable compensation for the members of the Executive Group Management Board and the Extended Group Management Board for the business year 2025

      The Board of Directors recommends that the Ordinary General Meeting approve a total amount of CHF 6655 771 (excluding employer's share of social benefits) as variable compensation for the members of the Executive Group Management Board and the Extended Group Management Board for 2025.

      Short explanation: The variable compensation for the members of the Executive Group Management Board and Extended Group Management Board is 20.5% lower than in the same period of the previous year.

5. Election of the Board of Directors
   1. Election of a representative of the holder of bearer shares to the Board of Directors The Board of Directors proposes that the holders of bearer shares nominate Mr. Andreas Rickenbacher as representative of the bearer shareholders for election to the Board of Directors. GreenWood Accounts proposes in a special vote of the holders of bearer shares to nominate Mr. Steven Wood as representative of the bearer shareholders for election to the Board of Directors. The Board of Directors rejects the proposal of GreenWood Accounts and recommends voting against it.
      1. Election of Mr. Andreas Rickenbacher
      2. Election of Mr. Steven Wood

         Short explanation: Only bearer shareholders are entitled to vote in this special vote and therefore, only the votes of the holders of bearer shares will be counted. Please refer to the annex to the invitation for the explanation given by GreenWood Accounts and why The Swatch Group Ltd rejects this proposal.

   2. Election of the members of the Board of Directors

The Board of Directors recommends that the Ordinary General Meeting reelects Ms. Nayla Hayek, Mr. Ernst Tanner, Ms. Daniela Aeschlimann, Mr. Georges N. Hayek, Mr. Marc A. Hayek, Mr. Claude Nicollier and Mr. Jean-Pierre Roth as members of the Board of Directors for another term of office, which will end with the closure of the next Ordinary General Meeting and to elect Mr. Andreas Rickenbacher as new member for a term of office, which will end with the closure of the next Ordinary General Meeting. GreenWood Accounts proposes to elect Mr. Steven Wood to the Board of Directors of the Company as representative of the bearer shareholders for a term of office, which will end with the closure of the next Ordinary General Meeting. The proposal by Mr. Steven Wood to be elected to the Board of Directors as representative of the shareholders of bearer shares is not supported by the Board of Directors. The Board of Directors recommends voting against this proposal. The Board of Directors recommends that the Ordinary General Meeting reelects Ms. Nayla Hayek as Chair of the Board of Directors for another term of office, which will end with the closure of the next Ordinary General Meeting.