Cembra Money Bank : Invitation to the Annual General Meeting 2023

Invitation to the Annual General Meeting of Shareholders of Cembra Money Bank AG

Friday, 21 April 2023, at 14:00

Kongresshaus Zürich Claridenstrasse 5, 8002 Zurich

'23

The invitation to the Annual General Meeting is published in German and English. In the event of inconsistencies between the English and the German version, the German version prevails.

2	Invitation to the Annual General Meeting of Shareholders

Dear Shareholder,

For Cembra, 2022 was a successful business year with profitable growth in all business areas in a challenging environment. It is my pleasure to invite you, dear shareholders, on behalf of the Board of Directors for the first time after 2019, to Cembra's Annual General Meeting with the opportunity for all shareholders to physically participate.

In addition to the regular agenda items, we are submitting selected amendments to the Articles of Incorporation for your approval at the Annual General Meeting. We aim to implement key points of the recently enacted changes in Swiss company law at an early stage, which will strengthen shareholders' rights and general corporate governance along with simplification and modernisation of processes.

On a personal note, the time has now come for me to place my mandate as Chairman of the Board of Directors of Cembra into new hands after ten years. I am delighted that we have found Franco Morra, a distinguished personality with extensive experience in corporate management of banks and leading transformation processes whom we are proposing to you, esteemed shareholders, for election to the Board of Directors. I am convinced that he will continue along the strategic course we have already successfully embarked on here at Cembra.

On behalf of the Board of Directors, I would like to express my gratitude to you for your trust and confidence in Cembra.

Zurich, 15 March 2023

Yours sincerely,

On behalf of the Board of Directors

Felix Weber

Chairman of the Board of Directors

Annex: Chapter I: Amendments to the Articles of Incorporation in Detail Chapter II: Shareholder Information on the Compensation Votes at the Annual General Meeting 2023

Contact details: Cembra Money Bank AG, Investor Relations, Bändliweg 20, 8048 Zurich, Switzerland; Phone [phone]; [e-mail]

Invitation to the Annual General Meeting of Shareholders

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Agenda Items and Proposals of the Board of Directors

(English translation of the binding German original)

1. Annual Report 2022 (Approval of Management Report 2022, Consolidated and Individual Financial Statements 2022)
   Proposal: The Board of Directors proposes that the Management Report 2022 and the Consolidated and Individual Financial Statements 2022 be approved.
   Explanation: The statutory auditors KPMG AG, Zurich, have audited the Consoli- dated and Individual Financial Statements and recommend them for approval.
2. Consultative vote on the Compensation Report 2022
   Proposal: The Board of Directors proposes that the Compensation Report 2022 (pages 99 to 125 of the Annual Report 2022) be approved.
   Explanation: In line with the Swiss Code of Best Practice for Corporate Governance and article 11a para. 4 of the Articles of Incorporation, the Board of Directors is seeking the shareholders' approval of the Compensation Report 2022 on a consul- tative basis.
3. Allocation of distributable profit and distribution
   Proposal: The Board of Directors proposes to pay a dividend of CHF 3.95 per share* out of the distributable profit, amounting to a total distribution of approximately CHF 115.9 million (depending on the number of shares issued as of the last trading day prior to the ex-date, i.e. 25 April 2023, with entitlement to receive the payment), to reclassify CHF 34.0 million from voluntary retained earnings reserves to the distribut- able profit and to carry forward the remainder of CHF 494,258.

Allocation of profit as proposed to the Annual General Meeting
Profit carried forward	CHF	403,979
Profit for the year	CHF	81,996,089
Reclassification from voluntary retained earning reserves	CHF	34,000,000
Distributable profit	CHF	116,400,068
Dividend declared	CHF - 115,905,810
of which distributed from voluntary retained earnings reserves	CHF	- 33,505,742
New profit carried forward	CHF	494,258

* Treasury shares are not entitled to the distribution of dividends

4	Invitation to the Annual General Meeting of Shareholders

Explanation: If the Board of Directors' proposal of a distribution is approved, the gross dividend will amount to CHF 3.95 per share, representing a net amount of CHF 2.55 per share after deduction of the Swiss withholding tax of 35%. The distribution will be paid as from 27 April 2023 (ex-date: 25 April 2023).

1. Discharge of the members of the Board of Directors and the Management Board Proposal: The Board of Directors proposes that full discharge be granted to the members of the Board of Directors and the Management Board for the financial year 2022.
   Explanation: The members of the Board of Directors and the Management Board have no right to vote under this agenda item.
2. Re-electionsand elections

5.1 Re-election of the members of the Board of Directors

Proposal: The Board of Directors proposes that Jörg Behrens, Marc Berg, Thomas Buess, Alexander (named Alex) Finn, Susanne Klöss-Braekler and Monica Mächler be re-elected as members of the Board of Directors for a term of office ending with the conclusion of the next Annual General Meeting.

1. Re-electionof Jörg Behrens as member
2. Re-electionof Marc Berg as member
3. Re-electionof Thomas Buess as member
4. Re-electionof Alex Finn as member
5. Re-electionof Susanne Klöss-Braekler as member
6. Re-electionof Monica Mächler as member

Explanation: Other than Felix Weber, all members of the Board of Directors stand for re-election. In accordance with article 698 para. 2 no. 2 of the Swiss Code of Obligations (CO) and article 19 of the Articles of Incorporation, the Annual General Meeting individually votes on the election of the members of the Board of Directors for a term of office ending with the conclusion of the next Annual General Meet- ing. Additional information on each member of the Board of Directors is provided in the Corporate Governance section of the Annual Report 2022.

5.2 Election of Franco Morra as a new member of the Board of Directors

Proposal: The Board of Directors proposes that Francesco (named Franco) Morra be elected as a member of the Board of Directors for a term of office ending with the conclusion of the next Annual General Meeting.

Invitation to the Annual General Meeting of Shareholders

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Explanation: Franco Morra (Swiss national and resident, born 1967) has been the CEO of Winsight GmbH since he founded it in 2019. Prior to this, he was at HSBC from 2010 to 2018, working as, inter alia, the CEO Private Banking Switzerland.

From 2005 to 2010, Franco Morra worked at UBS in various roles, where he, as the CEO of UBS Switzerland, successfully stabilised the bank's core business areas following the financial crisis. From 1992 to 2005, Franco Morra worked as a management consultant and global partner at The Boston Consulting Group. He holds

a Master in Business Administration and Marketing as well as a doctorate in Economics and Health Care Management from the University of St. Gallen. Franco Morra will become an independent member of the Board of Directors of Cembra Money Bank AG in case of his election.

5.3 Election of the Chairman of the Board of Directors

Proposal: The Board of Directors proposes that Francesco (named Franco) Morra be elected as Chairman of the Board of Directors for a term of office ending with the conclusion of the next Annual General Meeting subject to his election to the Board of Directors pursuant to agenda item 5.2.

Explanation: In accordance with article 712 para. 1 CO and article 19 of the Articles of Incorporation, the Annual General Meeting elects the Chairman of the Board of Directors for a term of office ending with the conclusion of the next Annual General Meeting.

5.4 Re-election of the members of the Compensation and Nomination Committee Proposal: The Board of Directors proposes that Susanne Klöss-Braekler, Marc Berg

and Thomas Buess be re-elected as members of the Compensation and Nomination Committee for a term of office ending with the conclusion of the next Annual General Meeting, subject to their re-election to the Board of Directors pursuant to agenda item 5.1.

1. Re-electionof Susanne Klöss-Braekler
2. Re-electionof Marc Berg
3. Re-electionof Thomas Buess

Explanation: The Annual General Meeting individually elects each member of the Compensation and Nomination Committee of the Board of Directors (article 698 para. 3 no. 2 CO) for a term of office ending with the conclusion of the next Annual General Meeting.