Bucher Industries : Notice of the 39th annual general meeting 2023

To the shareholders of Bucher Industries AG

Invitation to the 39th annual general meeting

Ladies and gentlemen,

We are pleased to invite you to the annual general meeting of Bucher Industries AG.

Date	Wednesday, 19 April 2023,
	3.30 p.m. (doors open 2.30 p.m.)
Venue	Mövenpick Hotel
	Congress hall (third floor)
	8105 Regensdorf, Switzerland

Bucher Industries

Invitation to the 39th annual general meeting

3

Agenda and proposals

1 Approval of the annual report and the consolidated and holding company financial statements for 2022

The board of directors proposes that the annual report and the consolidated and holding company financial statements for 2022 be approved.

Note: The annual report and the consolidated and holding company financial

statements are available in electronic form at: https://www.bucherindustries.com/en/ investors/financial-reports.PricewaterhouseCoopers AG have, as statutory auditors, confirmed the consolidated and holding company financial statements for the financial year 2022 without qualification in their reports to the general meeting.

• Ratification of the acts of the board of directors and group management

The board of directors proposes that the acts of all directors and group management members be ratified for the financial year 2022.

Note: Ratification of the acts of the board of directors and group management is one of the inalienable powers of the general meeting pursuant to article 698 paragraph 2 item 7 CO. The company is not aware of any facts that would prevent full ratification.

3 Appropriation of retained earnings

The board of directors proposes the following appropriation of retained earnings:

	CHF
Payment of a gross dividend of CHF 13.00 per share	133'250'000
Transfer from distributable reserves	- 30'000'000
Balance to be carried forward	17'486'549
Total	120'736'549

Upon approval, the dividend will be paid on 25 April 2023, net of 35% withholding tax.

Note: Bucher Industries AG has a profit of CHF 120'736'549 available for appropriation. A further CHF 30'000'000 will be transferred from the distributable reserves accumulated in previous years for dividend distribution. CHF 13.00 per share entitled to dividend (CHF 133'250'000 in total) will be distributed as an ordinary dividend. The remaining amount of CHF 17'486'549 will be carried forward to the new account. The appropriation of profit and the distribution of the ordinary dividend are based on the financial statements that have been audited by the statutory auditors and are to be approved under item 1 of the agenda.

4 Elections

The re-elections and elections to the board of directors and the compensation committee and the re-election of the independent proxy holder are valid until the close of the next annual general meeting. All persons proposed for re-election or election to the board of directors are independent as defined in the Swiss Code of Best Practice for Corporate Governance.

4

4.1 Re-election of the members and chairman of the board of directors

• Re-electionof Anita Hauser  The board of directors proposes the re-election of
  Anita Hauser as a member of the board of directors.
  Note: Anita Hauser (1969), lic. rer. publ. HSG University of St. Gallen and MBA INSEAD, has served as a member of the board of directors since 2007 and as deputy chairwoman since 2011. She is also a member of the compensation committee. Anita Hauser holds two external directorships.

• Re-electionof Michael HauserThe board of directors proposes the re-election of
  Michael Hauser as a member of the board of directors.
  Note: Michael Hauser (1972), master's degree in mechanical engineering (dipl. Ing.) from the Swiss Federal Institute of Technology (ETH) Zurich and MBA INSEAD, has served as a member of the board of directors since 2011. He is also a member of the audit committee. Michael Hauser holds no external directorships.

• Re-electionof Martin Hirzel  The board of directors proposes the re-election of
  Martin Hirzel as a member of the board of directors.
  Note: Martin Hirzel (1970), degree in business administration (HWV), has served as a member of the board of directors since 2018. He is also chairman of the audit committee. Martin Hirzel holds two external directorships.

• Re-electionof Philip MosimannThe board of directors proposes the re-election of Philip Mosimann as a member and as the chairman of the board of directors.
  Note: Philip Mosimann (1954), master's degree in mechanical engineering (dipl. Ing.) from the Swiss Federal Institute of Technology (ETH) Zurich, has served as a member and chairman of the board of directors since 2016. He was CEO and group management member of Bucher Industries until the annual general meeting on 15 April 2016. At the time of re-election, Philip Mosimann will hold three external directorships.

• Re-electionof Stefan Scheiber The board of directors proposes the re-election of
  Stefan Scheiber as a member of the board of directors.
  Note: Stefan Scheiber (1965) studied business economics at the St. Gallen University of
  Applied Sciences and later continued his education at IMD Lausanne and Harvard Business School, among others. He has served as a member of the board of directors since 2022. He is also a member of the audit committee. Stefan Scheiber holds two external directorships.

4.2 Election of a new member of the board of directors

The board of directors proposes the election of Urs Kaufman as a member of the board of directors.

Note: Urs Kaufmann (1962), Swiss citizen, has a master's degree in mechanical engineering (dipl. Ing.) from the Swiss Federal Institute of Technology (ETH) Zurich and has many years of experience in industry in an international environment. From 1987 to 1993, he worked at Zellweger Uster in various positions, including managing production in Knoxville, USA, and later sales in the EMEA region. In 1994, Urs Kaufman moved to Huber + Suhner, where he became CEO in 2002 and chairman of the board of directors in 2017. He is a member of the board of directors of SFS Group, Heerbrugg, Vetropack Holding, Bülach, and Müller Martini Holding, Hergiswil. He is also a member of the executive committees of the Swiss Employers' Confederation and Swissmem. The board of directors is confident that Urs Kaufmann's knowledge and skills will enable him to make a valuable contribution to the board.

Bucher Industries

Invitation to the 39th annual general meeting

5

4.3 Re-election to the compensation committee

The board of directors proposes the re-election of Anita Hauser as a member of the compensation committee.

Note: Anita Hauser has been a member of the compensation committee since 2011. For further information, see item 4.1.a of the agenda.

4.4 Election of a new member of the compensation committee

The board of directors proposes the election of Urs Kaufman as a new member of the compensation committee.

Note: Urs Kaufmann has the experience needed to work on the compensation committee, having been chairman of the nomination and compensation committee at SFS Group, Heerbrugg, since 2014. For further information, see item 4.2 of the agenda.

4.5 Re-election of the independent proxy holder

The board of directors proposes that Law Office Keller AG (formerly Law Office Keller KLG), Splügenstrasse 8, 8002 Zurich be re-elected as independent proxy holder.

Note: Law Office Keller AG has its registered office in Zurich. It has confirmed to the board of directors that it has the independence needed to exercise its mandate.

4.6 Re-election of the statutory auditors

The board of directors proposes that PricewaterhouseCoopers AG, Zurich, be re-elected as statutory auditors for the financial year 2023.

Note: PricewaterhouseCoopers AG has its registered office in Zurich. It has confirmed to the board of directors that it has the independence needed to exercise its mandate.

6

5 Approval of the remuneration for members of the board of directors and group management

5.1 Approval of the aggregate amount of variable remuneration for members of group management

The board of directors proposes that the aggregate amount of CHF 3.500 million for the variable remuneration of members of group management be approved for the financial year 2022.

CHF 1'000
	2022	2021
Cash bonus	1'517	1'622
Remuneration in shares	1'376	1'337
Other remuneration	299	325
Variable remuneration according to remuneration report	3'192	3'284
Reserve for currency fluctuations, rounding	308	216
Proposal to/approval by the annual general meeting	3'5002)	3'5001)
Effectively paid out	-	3'421

1) Approval by AGM 2022 2) Proposal AGM 2023

Note: In the remuneration report 2022, the aggregate amount of CHF 3.192 million is stated for variable remuneration of members of group management. In addition to this reported amount, the board of directors has added a reserve to cover possible currency fluctuations in the period between year-end and the actual payout of the variable remuneration following approval by the annual general meeting.

5.2 Advisory vote on the remuneration report for the financial year 2022

The board of directors proposes non-binding ratification of the remuneration report for the financial year 2022.

Note: The remuneration report contains the basis for the remuneration of the board of directors and the group management as well as the remuneration paid to the members of the two bodies for the financial year 2022. The board of directors submits the remuneration report to the shareholders for an advisory vote.

5.3 Approval of the aggregate remuneration for members of the board of directors

The board of directors proposes that the aggregate amount of CHF 1.300 million for the remuneration of members of the board of directors be approved for the period from the annual general meeting 2023 to the annual general meeting 2024.

CHF 1'000	Term of office
	2023/2024	2022/2023
Chairman	386	386
Members	810	788
Remuneration report	1'196	1'174
Adjustments between financial year and term of office	-	20
Reserve for additional expenses, rounding	104	106
Approval/proposal to the annual general meeting	1'3002)	1'3001)

1) Approval by AGM 2022 2) Proposal AGM 2023

Note: Directors are compensated on a non-performance-related basis. The remuneration of the individual members of the board of directors for the period from the annual general meeting 2023 to the annual general meeting 2024 will remain unchanged in comparison with the previous period of office. The reason for the adjustment "between financial year and period of office" is that the remuneration report relates to the financial year, but the proposal to the annual general meeting