BKW : Booklet Invitation to the General Meeting 2022 (PDF, 4.1 MB)

BKW GROUP

Invitation to the General Meeting 2022

Table of Contents

• 4 Agenda and Motions Proposed by the Board of Directors

• 6 Letter to Shareholders

• 8 Review of the 2021 Results

• 21 Group Consolidated Financial Statements

• 27 Auditor's Report

• 33 Financial Statements of BKW AG

36 Auditor's Report

• 39 Remuneration Report

• 54 Auditor's Report

• 55 Profiles of Candidates to the Board of Directors

• 57 Independent Proxy and Auditor

• 58 Organisational Information

Dear Shareholder,

After the COVID-19 pandemic made it necessary to hold the BKW AG General Meeting by proxy and without the presence of shareholders over the last two years, it gives me great pleasure to extend a cordial invitation to you to this year's General Meeting of BKW AG on behalf of the Board of Directors and the Group Executive Board.

Monday, May 16, 2022

Kursaal Bern, Kornhausstrasse 3, 3013 Bern

1 pm Doors open

2 pm Commencement of the General Meeting

4 pm Buffet

6 pm End of event

In 2021, BKW once again achieved a great deal, and we look back on the year with a sense of pride. This allows the Board of Directors to propose to you an increase in the dividend to CHF 2.60. At the same time, 2022 will continue to be characterized by change: After nine successful years, our CEO Suzanne Thoma is stepping down. Our long-time Board of Directors colleague Hartmut Geldmacher also decided not to stand for re-election this year. We are proposing that

Mr. Martin à Porta be elected in his place. Mr. Geldmacher's departure is also accompanied by a change in the Remuneration and Nomination Committee:

Ms. Rebecca Guntern is proposed for election as a new member. The plan is that I, as Chairman of the Board of Directors, will continue to serve on the Remuner-ation and Nomination Committee, but that Ms. Rebecca Guntern will lighten my workload by taking over as Chairman of this committee.

This brochure contains the agenda and extracts from the BKW Annual Report 2021 related to specific agenda items. For your convenience, you will find a reference to the relevant document next to each agenda item; it is no longer necessary to search through the Annual Report.

For details of registration and the General Meeting proceedings, please refer to the organizational information at the end of the brochure. We look forward to receiving your registration for the 2022 General Assembly by May 12, 2022. Many thanks.

Kind regards,

Roger Baillod Chairman of the Board

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GM 2022 INVITATION

|AGENDA AND MOTIONS

Agenda and Motions Proposed by the Board of Directors

1. Approval of the Management

Report, the consolidated financial statements, and financial statements for 2021

The Board of Directors proposes that the Manage- ment Report (p. 6 et seq.), the consolidated financial statements (p. 21 et seq.), and the financial statements (p. 33 et seq.) for 2021 be approved.

2. Advisory vote on the

Remuneration Report 2021

The Board of Directors proposes that note be taken of the Remuneration Report 2021 (p. 39 et seq.).

3. Granting of discharge to the

Board of Directors and the Group Executive Board

The Board of Directors proposes that the members of the Board of Directors and of the Group Executive Board be granted discharge in respect to the 2021 financial year.

4. Appropriation of retained earnings 2021

The Board of Directors and the Group Executive Board propose proposes that the retained earnings be appropriated as follows:

CHF

Dividend of CHF 2.60 per share

entitled to receive a dividend 1	137 206 589
Balance carried forward	254 132 942
Total	391 339 531

1 Dividends are not paid on treasury shares held by

BKW AG. The number of shares that are entitled to receive a dividend at the time of preparation of the financial statements amounts to 52,771,765. The last trading day on which a right to receive dividends is granted is May 17. As of May 18, 2022, the shares will be traded ex-dividend. If all shares had been entitled to receive a dividend, the dividend payment would have amounted to CHF 137,280,000 and the balance carried over would have been CHF 254,059,531.

If the General Meeting approves this proposal for the appropriation of retained earnings, the dividend of CHF 2.60 per share minus 35% withholding tax, that is, CHF 1.69 net per share, will be paid free from expenses on or after May 20, 2022.

5. Approval of the maximum remuneration to be paid to members of the Board of Directors and the Group Executive Board during the remuneration period 2022/2023

a) Remuneration of the Board of Directors

The Board of Directors proposes that the total maximum remuneration payable to the Board of Directors for the year 2022/2023 of CHF 1.4 mil-lion be approved.

b) Remuneration for the Group Executive Board

The Board of Directors proposes that the total maximum remuneration payable to the Group

Executive Board for the financial year (calendar year) 2023 of CHF 9.8 million be approved.

GM 2022 INVITATION

|AGENDA AND MOTIONS

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6. Elections

a) Board of Directors (cf. profiles on p. 55 et seq.)

In respect to the next legal term of office, that is, until conclusion of the 2023 General Meeting, the Board of Directors proposes:

c) Remuneration and Nomination Committee

The Board of Directors proposes that the follow-ing members be individually elected to the Remuneration and Nomination Committee for the next legal term of office, that is, until conclusion of the 2023 General Meeting:

The Annual Report can be found online:www.bkw.ch/ annualreport21

(I) that the following existing members be indi-vidually re-elected to the Board of Directors:

• - Kurt Schär

• - Roger Baillod

• - Carole Ackermann

• - Rebecca Guntern

• - Petra Denk

(II) that the following new member is elected to the Board of Directors:

- Martin à Porta

b) Chairman of the Board of Directors

The Board of Directors proposes that Roger Baillod be re-elected as Chairman of the Board of

Directors for the next legal term of office, that is, until conclusion of the 2023 General Meeting.

• - Roger Baillod

• - Andreas Rickenbacher

• - Rebecca Guntern

d) Independent proxy (p. 57)

The Board of Directors proposes the re-election of Andreas Byland, Notary, Bern, as independent proxy for the next legal term of office, that is, until conclusion of the 2023 General Meeting.

e) Auditors (p. 57)

The Board of Directors proposes that Ernst & Young Ltd be re-appointed as auditors for the 2022 financial year.