Bossard : Invitation to the 51st Annual General Meeting of Shareholders

Invitation24to the 51st Annual General Meeting of Shareholders

Bossard Holding AG

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Dear Shareholders,

We are pleased to invite you to our 51th annual general meeting of shareholders.

Date:	Monday, April 8, 2024
Time:	4:00 p.m. (doors open at 3.00 p.m.)
Venue:	Freiruum, Zählerweg 5, 6300 Zug
	Arrival information on page 8

NEW VENUE

Further information and documents will be available shortly before the annual general meeting of shareholders under the following link or QR-Code.

www.bossard.com/

About Us/Investor Relations/

Annual General Meeting of

Shareholders

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Agenda

1. Votes on the financial and non-financial reporting for the 2023 financial year

1. Approval of the management report, the annual financial statements and the consolidated financial statements for the 2023 financial year
   The Board of Directors requests the approval of the management report, the annual financial statements and the consolidated financial statements for the financial year 2023.
   Explanation:
   The Board of Directors is required by law to submit the management report, the annual financial statements and the consolidated financial statements of Bossard Holding AG to the annual general meeting of shareholders for approval. The auditor PricewaterhouseCoopers AG has audited the consolidated financial statements and annual financial statements and recommends their approval in their audit reports.
2. Advisory vote on the non-financial report for the 2023 financial year
   The Board of Directors requests the approval of the non-financial report for the 2023 financial year (advisory vote).

Explanation:

Based on Art. 964a of the Swiss Code of Obligations, Bossard Holding AG is required to prepare a report on non-financial matters as of the 2023 financial year. The report on non-financial matters can be found in the Annual Report 2023 under the heading "Sustainability" on pages

21- 73. The report on non-financial matters must be submitted to the annual general meeting of shareholders for approval as part of an advisory vote. The vote covers the sections of the sustainability report 2023 specified on page 68.

1. Discharge of the Board of Directors and the Executive Committee
   The Board of Directors requests the discharge of the members of the Board of Directors and the Executive Committee for 2023.
   Explanation:
   By discharging the members of the Board of Directors and the Executive Committee, the company as well as the approving shareholders declare that they will no longer hold accountable those responsible persons for events from the past financial year that were brought to the attention of the annual general meeting of shareholders.
2. Appropriation of available retained earnings of Bossard Holding AG

The Board of Directors requests that the retained earnings in the amount of CHF 53,316,757 as of December 31, 2023 be used as follows:

Retained earnings	CHF	53,316,757.00
Distribution of a dividend* in the amount of CHF 4.00 gross per
registered A share and CHF 0.80 gross per registered B share	CHF	- 30,805,692.00
Earnings to be carried forward	CHF	22,511,065.00

*The dividend from retained earnings is subject to Swiss withholding tax.

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Upon approval of the above proposal, the dividend is expected to be paid as from April 12, 2024. The last trading day with entitlement to receive the dividend is April 9, 2024. From April 10, 2024, the shares will traded ex-dividend.

Explanation

The distribution of a dividend requires a resolution by the annual general meeting of share- holders. The proposed appropriation of available retained earnings is in line with the dividend policy of Bossard Holding AG. The auditor PricewaterhouseCoopers AG confirmed in their audit report that the proposed appropriation of retained earnings complies with the law and the Articles of Association.

4. Approval of the total compensation

1. Binding vote on the maximum amount of compensation for the Board of Directors from the 2024 annual general meeting of shareholders to the 2025 annual general meeting of shareholders
   The Board of Directors requests the approval of a maximum amount of compensation for the Board of Directors of CHF 1,800,000 for the period from the annual general meeting of shareholders 2024 until the annual general meeting of shareholders 2025.
   Explanation
   Each member of the Board of Directors receives a fixed compensation, supplemented by compensation for their work in a committee of the Board of Directors and a lump-sum expen- se allowance. Further information on the compensation structure for the Board of Directors can be found in the compensation report from page 105 of the Annual Report 2023.
2. Binding vote on the maximum amount of compensation for the Executive Committee for the 2025 financial year
   The Board of Directors requests the approval of a maximum amount of compensation for the Executive Committee of CHF 7,000,000 for the 2025 financial year.
   Explanation:
   Each member of the Executive Committee receives a fixed compensation, variable compensation (consisting of a short-term oriented incentive and a long-term oriented incentive) and occupational benefits. Further information on the compensation structure for the Executive Committee can be found in the compensation report from page 105 of the Annual Report 2023.
3. Advisory vote on the 2023 compensation report of Bossard Holding AG
   The Board of Directors requests the approval of the 2023 compensation report (advisory vote).
   Explanation:
   The compensation report contains the basics for the compensation of the Board of Directors and the Executive Committee as well as the compensation paid to the members of these two bodies for the 2023 financial year. The Board of Directors submits the compensation report to the shareholders for an advisory vote. The compensation report can be found on pages 105 - 124 of the Annual Report 2023.

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5. Elections to the Board of Directors for the one-year term of office 2024/25 until the conclusion of the next annual general meeting of shareholders

1. Proposal for the representative for holders of registered A shares
   The Board of Directors proposes to appoint Marcel Keller as representative for holders of registered A shares.
   Explanation:
   Each group of shareholders, in particular the category A registered shareholders, is entitled to one seat on the Board of Directors. The Board of Directors proposes the appointment of Marcel Keller as representative of the category A registered shareholders.
2. Re-electionsof the chair of the Board of Directors and members of the Board of Directors
   The Board of Directors requests the re-election of each of the following:
3. 1. Dr. Thomas Schmuckli as member and chair of the Board of Directors;
   2. Martin Kühn;
   3. Patricia Heidtman;
   4. David Dean;
   5. Petra Maria Ehmann;
   6. Marcel Keller;
   7. Prof. Dr. Ina Toegel.

Explanation:

According to the Articles of Association, the term of office of the chair and the members of the Board of Directors ends with the closure of the annual general meeting of shareholders on April 8, 2024. They must be re-elected annually by the annual general meeting of shareholders. All members of the Board of Directors are standing for re-election. Information on the current members of the Board of Directors can be found from page 85 of the Annual Report 2023.

5.3 Re-election to the compensation committee

The Board of Directors requests the re-election of each of the following:

1. David Dean;
2. Marcel Keller;
3. Prof. Dr. Ina Toegel.

Explanation:

According to the Articles of Association, the term of office of the members of the compensation committee ends with the closure of the annual general meeting of shareholders on April 8, 2024. They must be re-elected annually by the annual general meeting of shareholders.

6. Re-election of the auditors

The Board of Directors requests the re-election of PricewaterhouseCoopers AG, Zurich, as the statutory auditors for the 2024 financial year.

Explanation:

According to the Articles of Association, the auditors must be elected annually by the annual general meeting of shareholders. PricewaterhouseCoopers AG has confirmed to the Board of Directors that it has the necessary independence to exercise the office of statutory auditor of the company.

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1. Re-electionof the independent proxy
   The Board of Directors requests the re-election of René Peyer, Attorney-at-Law.
   Explanation:
   The law requires that the independent proxy is elected annually by the annual general meeting of shareholders. Mr. Peyer meets the independence criteria and the Board of Directors proposes the re-election of Mr. Peyer.
2. Revisions of the Articles of Association of Bossard Holding AG
   The Board of Directors requests the following amendments to the Articles of Association:
   Explanation:
   On June 19, 2020, Parliament adopted the revision of company law, which came into effect on January 1, 2023. The revision includes an improvement in the protection of minority shareholders and the modernisation of the provisions for conducting annual general meetings of shareholders. The provisions of the Ordinance against Excessive Remuneration in Listed Companies Limited by Shares (ERCO) will then be transferred to the Swiss Code of Obligations. The Board of Directors proposes that the changes in law will be implemented in the Articles of Association of Bossard Holding AG. In addition, purely editorial changes should made for clarification purposes.
   The wording of the individual provisions can be found in the appendix to this invitation.
   The proposed amendments to the Articles of Association are structured thematically and will be submitted to the annual general meeting of shareholders in three votes. Subject to approval by the annual general meeting of shareholders, the amendments will take effect immediately.

1. General meeting of shareholders and other shareholder matters
   The Board of Directors requests the amendment of Article 11, 12, 13, 15, 17 and 19 of the Articles of Association, to take effect immediately.
2. Board of Directors and Executive Committee
   The Board of Directors requests the amendment of Article 23, 26, 27, 38, 42, 43 and 44 of the Articles of Association, to take effect immediately.
3. Further amendments to the Articles of Association and editorial changes
   The Board of Directors requests the amendment of Article 2, 3, 4, 5, 6, 7, 8, 9, 14, 16, 18, 20, 21, 22, 24, 25, 28, 34, 35, 36, 46, 47, 49, 50 and 51 of the Articles of Association, to take effect immediately.
   The amendments in Article, 3, 4, 20, 22, 25, 34, 35 and 50 are purely editorial in nature and do not require any adaptation in the English version.

9. Miscellaneous

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Attending the annual general meeting of shareholders

Share register

The date by which shareholders must be registered in the share register of the company is Tuesday, April 2, 2024, end-of-day processing (art. 5 para. 2 of the Articles of Association).

Admission tickets

Shareholders who wish to attend the annual general meeting of shareholders or be represented are requested to obtain their admission tickets with the voting material by Wednesday, March 27, 2024, from Devigus Shareholder Services. Please note that the admission tickets will be delivered by Tuesday, April 2, 2024, at the earliest.

E-Voting

We invite shareholders to submit their votes prior to the annual general meeting of shareholders by means of e-voting via Internet. Shareholders are kindly requested to use their access code or their QR-Code which is shown on their registration form. Voting is possible until 10:00 p.m. on Thursday, April 4, 2024.

Authorization of independent proxy

1. Shareholders who wish to appoint the independent proxy Mr. René Peyer, Schweiger Advokatur/Notariat, Dammstrasse 19, 6300 Zug, are kindly requested to tick the appropriate box on the registration form, and to forward the signed form, with the relevant voting instructions to Devigus Shareholder Services, Birkenstrasse 47, 6343 Rotkreuz, by using the return envelope.
2. Shareholders who wish to be represented otherwise are kindly requested to tick the appropriate box on the registration form, complete and forward the signed form to Devigus Shareholder Services, Birkenstrasse 47, 6343 Rotkreuz, by using the return envelope.

Annual Report

The Annual Report can be found and downloaded on the website at www.bossard.com / About us / Investor Relations / Financial Reports.

Donation

In the spirit of sustainability, Bossard Holding AG will make a donation to a charitable organization instead of a "Give Away". Shareholders are invited to vote on the registration form which of the following two projects should be considered:

• Stiftung Schweizer Tafel: Schweizer Tafel collects surplus, perfectly good food from whole- salers, producers and retailers and distributes it free of charge to social institutions that care for people living in poverty.
• Kinderkrebs Schweiz: Since 2015, Kinderkrebs Schweiz has been working with its member organizations to improve the situation of children, young people and their families with cancer. Their aim is to ensure that even more children are cured in the future, that the long-term effects are kept to a minimum and that those affected are accompanied and supported during this difficult time.

More detailed information about these projects can now be found under the link/QR code on page 2 of this invitation.

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Further information

In case of any questions regarding form or e-voting, please do not hesitate to contact Devigus Shareholder Services by phone [phone] or by [e-mail].

Thank you for your attention.

Zug, March 12, 2024

Bossard Holding AG

Dr. Thomas Schmuckli	Dr. Daniel Bossard
Chair of the Board of Directors	CEO

Arrival

			SSE	S
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			A	ZÄHLERWEG	DAMMSTRASSE	P2	BAARERSTRASSE
P3	WESTSTRASSE	P1	AABACHSTRASSE	YR
			LANDIS+G	STRASSE
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	LGU			2 P7
	ISANSTRA	SSE			3
				BUS		BUS	GUBELSTR
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By car

The following public parking lots and parking garages are available:

P1 Parkplatz Aabachstrasse/ Gaswerkareal

P2 Siemens

P3 Bossard Arena

P4 Parking an der Aa

P5 Parking Neustadtplatz

P6 Shopping Mall

P4

CHAMERSTRASSE

P5

1. Eingang Freiruum Zählerweg 5, 6300 Zug
2. Zug Aabachstrasse
3. Zug Landis & Gyr/Bahnhof

	METALLSTRASSE
SBB	P6
GOTTHARDSTRASSE
	POSTSTRASSE

P7 Johnson & Johnson

With public transport

The Freiruum is a 5-minute walk from Zug railway station. Alternatively, bus lines 607, 607 and 611 run from Zug railway station (from the «Zug Landis

• Gyr/Bahnhof» stop) to the «Zug Aaabachstrasse» stop. From this stop it is a 2-minute walk to the Freiruum.

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Compare Articles of Association

Current Articles of Association

Amended Articles of Association (changes in bold)

I. COMPANY NAME, REGISTERED OFFICE, PURPOSE

Art. 2 Purpose

I. COMPANY NAME, REGISTERED OFFICE, PURPOSE

Art. 2 Purpose

Para 3 (newly added):

In pursuing its business activities, the company strives to create long-term,inter-generational and sustainable value.

1. SHARE CAPITAL AND SHARES
   Art. 5 Share register

Para 2:

In its invitation to the general meeting of share- holders, the board of directors shall indicate the date by which shareholders must be registered in the share register to be eligible to participate in and vote at the meeting.

1. SHARE CAPITAL AND SHARES
   Art. 5 Share register

Para 2:

In its convocation to the general meeting of shareholders, the board of directors shall indicate the date by which shareholders must be registered in the share register to be eligible to participate in and vote at the meeting.

1. ACKNOWLEDGMENT AND REGISTRATION OF A SHAREHOLDERS

Art. 6 Acknowledgement, Registration, Requirements

Para 1:

The acquirer of an A-share is acknowledged upon request as being a share holder with voting rights and is entered as such in the share register provided he states that this share is held in his own name and for his own account.

Para 2:

Up to a registration limit of 0.5 percent of the total number of A-shares entered in the commercial register, anyone who does not expressly state that he is acting on his own account shall be acknowledged as being a nominee with voting rights and entered as such in the share register.

Para 3:

Beyond this registration limit, anyone who makes known to the company the name, address and/ or registered office of the person for whose account he holds more than 0.5 percent of

the total number of A-shares entered in the commercial register, shall be acknowledged as being a nominee with voting rights and entered as such in the share register.

1. ACKNOWLEDGMENT AND REGISTRATION
   REGARDING A-SHARES

Art. 6 Acknowledgement, Prerequisites

Para 1:

Acquirers of A-shares are acknowledged upon request as being shareholders with voting rights and are entered as such in the share register provided they state that these shares are held in their own name and for their own account.

Para 2:

Up to a registration limit of 0.5 percent of the total number of A-shares entered in the commercial register, anyone who does not expressly state that she/he is acting on her/his own account shall be acknowledged as being a nominee with voting rights and entered as such in the share register.

Para 3:

Beyond this registration limit, anyone who makes known to the company the name, address and/ or registered office of the person for whose account she/he holds more than 0.5 percent of the total number of A-shares entered in the commercial register, shall be acknowledged as being a nominee with voting rights and entered as such in the share register.

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Current Articles of Association

Amended Articles of Association (changes in bold)

IV. TRANSFER RESTRICTIONS FOR B-SHARES

Art. 7 Consent to transfer

Para 2:

If the board does not refuse consent within three months of receiving the request, it shall be deemed granted.

Art. 8 Refusal of consent to transfer because of purchase

Para 3:

In case of dispute, the real value of the B-share is to be determined with binding effect on the parties by an independent arbitrator. The independent arbitrator shall be an officer of a recognized trust company. If the parties are unable to agree on an arbitrator within 30 calendar days of the purchase offer being made, he shall be appointed by the President of Zug Cantonal Court. Art. 685b (5) OR shall apply in the cases set forth in Art. 685b (4) OR.

Art. 9 Refusal of consent to transfer for good cause

Para 2:

Good cause shall exist if:

• the B-share is acquired or held by a competitor.
• the B-share is acquired or held in a fiduciary capacity. Consent shall be refused if the acquirer does not notify the board of directors in writing at its first request that he is acquiring the share concerned in his own name and for his own account.

IV. TRANSFER RESTRICTIONS FOR B-SHARES

Art. 7 Consent to transfer

Para 2:

If the board of directors does not refuse consent within three months of receiving the request, it shall be deemed granted.

Art. 8 Refusal of consent to transfer because of purchase

Para 3:

In case of dispute, the real value of the B-share is to be determined with binding effect on the parties by an independent arbitrator. If the parties are unable to agree on an arbitrator within 30 calendar days of the purchase offer being made, she/he shall be appointed by

the single judge of Zug Cantonal Court. Art. 685b (5) OR shall apply in the cases set forth in Art. 685b (4) OR.

Art. 9 Refusal of consent to transfer for good cause

Para 2:

Good cause shall exist if:

• the B-share is acquired or held by a competitor.
• the B-share is acquired or held in a fiduciary capacity. Consent shall be refused if acquirers do not notify the board of directors in writing at its first request that they will acquire the share concerned in their own name and for their own account.

V. ORGANIZATION OF THE COMPANY

Art. 11 Powers

Para 1:

The supreme corporate body of the company is the general meeting of shareholders. It is endowed with the following non-transferable powers:

3. election and dismissal of the chairman and the other members of the board of directors; the election is held separately for each member;

V. ORGANIZATION OF THE COMPANY

Art. 11 Powers

Para 1:

The supreme corporate body of the company is the general meeting of shareholders. It is endowed with the following non-transferable powers:

3. election and dismissal of the chair and the other members of the board of directors; the election is held separately for each member;

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