Phoenix Mecano : Invitation General Meeting 2023

2023

Invitation to the ordinary Shareholdersʼ General Meeting of Phoenix Mecano AG

Wednesday, 17 May 2023 at 3 p.m

Vienna House zur Bleiche, Bleicheplatz 1, 8200 Schaffhausen, Switzerland

Agenda items, proposals and explanations by the Board of Directors:

1. Approval of the 2022 management report, financial statements and consolidated financial statements and acceptance of the auditors' reports

The Board of Directors proposes that the management report, financial statements and consolidated financial statements for financial year 2022 be approved.

Explanation: The Board of Directors is of the opinion that the management report, the financial statements and the consolidated financial statements have been prepared in accordance with the applicable accounting standards and the Swiss Code of Obligations. The financial statements and the consolidated financial statements were examined by the auditors and the audit reports were issued without qualification. The Board of Directors is also of the opinion that neither the management report nor the financial statements or consolidated financial statements contain any individual elements that require special emphasis with a view to the vote.

2. Discharge of the members of the Board of Directors and management

The Board of Directors proposes that the members of the Board of Directors and management be discharged.

Explanation: The Board of Directors has given a comprehensive account of the past financial year in the 2022 annual report and the auditors issued unqualified opinions on the 2022 financial statements, consolidated financial statements and remuneration report. Furthermore, the Board of Directors is not aware of any facts that would make it necessary to refuse to grant discharge.

3 . Decision on the appropriation of retained earnings and determination of

dividend

The Board of Directors proposes that a dividend of CHF 16.50 per share be paid and that the 2022 retained earnings of Phoenix Mecano AG should be appropriated as follows:

Net income for the year 2022

Retained earnings brought forward 2021

. /. Dividend 2021

Currency translation differences

Retained earnings

	in EUR		in CHF
11	419 382	11	476 766
207	643 386	206	646 696
- 14	014 275	- 14	406 210
		- 13	831 537
205 048 493	189 885 715

The Board of Directors proposes to the Shareholders' General Meeting that retained earnings should be distributed as follows:

Dividend of CHF 16.50 per share*	15	341 106	15	848 250
Carried forward to new account	189	707 387	174	037 465
Total	205 048 493	189 885 715

• Total dividends are calculated based on the 960,500 bearer shares. Dividends will not be paid on treasury shares held by the company at the time of the payout.

Explanation: In view of the company's economic development in the past financial year as well as the currently anticipated medium- to long-term financial needs of the company, the Board of Directors considers it appropriate and expedient to use the retained earnings to pay a dividend in accordance with the above proposal and to carry forward to the new account the retained earnings remaining after deduction of the total amount of the distributed dividend.

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4. Elections

4.1 Election of the members and Chairman of the Board of Directors

The Board of Directors proposes that the following be elected as members of the Board of Directors and that Mr Benedikt Goldkamp be elected as member and Chairman of the Board of Directors (as hitherto) for a term of one year until the end of the next ordinary Shareholders' General Meeting (each individually):

4.1.1.Re-election of Benedikt Goldkamp as member and Chairman

4.1.2.Re-election of Dr Florian Ernst as member

4.1.3.Re-election of Dr Martin Furrer as member

4.1.4.Re-election of Ulrich Hocker as member

4.1.5.Re-election of Beat Siegrist as member

4.1.6.Election of Dr Anna Hocker as member

4.1.7.Election of Claudine Hatebur de Calderón as member

Explanation: The current members of the Board of Directors have declared themselves available for re-election as members or as member and Chairman of the Board of Directors. The Board of Directors considers that the members standing for re-election have worked efficiently and well together and that continuity in the composition of the Board is in the best interests of the company. In the context of succession planning, the Board of Directors has also reached the conclusion that Dr Anna Hocker and Ms Claudine Hatebur de Calderón are ideally suited to join the Board of Directors as additional members. Furthermore, Mr Ulrich Hocker does not intend to stand for re-election at the Shareholders' General Meeting in 2024. After careful consideration, the Board of Directors is satisfied that the Board, as proposed, will have the right balance of skills, experience and expertise to be able to perform its duties effectively and work together efficiently. In view of the above, the Board of Directors submits the aforementioned proposals.

Dr Anna Hocker has been an Executive Search & Leadership Advisory Consultant at Spencer Stuart & Associates since February 2023, with joint responsibility for the Digital Native division in Germany. Previously, from 2017 she worked as a strategy consultant for high-tech companies at McKinsey & Company, in the areas of organisational development, M&A and IPO support, digital go-to-market strategy, restructuring of country organisations, and sales and channel strategy, among others. In 2020 and 2021, she was involved in various projects for Hubert Burda Media, including in corporate business development, corporate HR and B2B marketing at BurdaVerlag, during her doctoral research stay.

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Dr Hocker holds a Bachelor of Science in Management from WHU - Otto Beisheim School of Management and a Master of Science in Management & Technology: Entrepreneurship & Informatics from the Technical University of Munich. She completed her doctorate (summa cum laude) at TU Dortmund University's Institute of Technology, Innovation and Entrepreneurship.

Dr Hocker was born in 1991 and lives in Munich.

Claudine Hatebur de Calderón is CEO and, since 2009, sole proprietor and Chairman of the Board of Directors of Cofinanz Hatebur AG. She has also been on the Board of Directors of Hatebur Umformmaschinen AG since 2009, and has been the sole proprietor and Chairman of the Board of Directors since 2012. Previously, she worked for various companies - in the medical technology and automotive industries, among others - focusing on entry to the Swiss market as well as communication and marketing. She has been a Board member at Swissmem since 2017.

Claudine Hatebur de Calderón holds an Executive MBA from the University of St.Gallen (HSG) and has completed various training programmes in board-level leadership, sales and marketing, and strategic and business management at HSG.

Claudine Hatebur de Calderón was born in 1973 and lives in Zurich.

4.2. Election of the members of the Compensation Committee

The Board of Directors proposes that the following be elected as members of the Compensation Committee (all as hitherto) for a term of one year until the end of the next ordinary Shareholders' General Meeting (each individually):

4.2.1.Re-election of Dr Martin Furrer as member

4.2.2.Re-election of Ulrich Hocker as member

4.2.3.Re-election of Beat Siegrist as member

Explanation: The current members of the Compensation Committee have declared themselves available for re-election to the Compensation Committee. The Compensation Committee works efficiently and effectively in its current form. It has a balanced composition with regard to the expertise and experience of its members as well as other aspects relevant to the composition of the Compensation Committee. In view of the above, the Board of Directors submits the aforementioned proposals.

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