DKSH : Invitation to AGM 2021

Zurich, February 17, 2021

To the shareholders of DKSH Holding Ltd.

Dear Shareholders,

The Board of Directors is pleased to invite you to the 88th Ordinary General Meeting of DKSH Holding Ltd.:

Date

Thursday, March 18, 2021 at 10:00 a.m. (CET)

Venue

DKSH Holding Ltd. Wiesenstrasse 8 8008 Zurich Switzerland

Please note that due to the current situation regarding the coronavirus (COVID-19), physical participation at the event is not possible (read more about what this means on page 8).

Agenda and motions

1. Approval of the Financial State-ments of DKSH Holding Ltd. and the Group Consolidated Financial State-ments of the DKSH Group for the Fi-nancial Year 2020

Motion of the Board of Directors: Approval of the Financial Statements of DKSH Holding Ltd. and the Group Consoli-dated Financial Statements of the DKSH Group for the financial year 2020.

2. Appropriation of available earnings as per balance sheet 2020 and declara-tion of dividend

Retained earnings brought forward

Allocation of legal reserves from retained earnings for own shares

Profit after tax

Available earnings as per balance sheet 2020

Motion of the Board of Directors:

The Board of Directors proposes the follow-ing distribution of dividends from available earnings1:

1 No dividend will be declared on treasury shares held by DKSH Holding Ltd.

Ordinary dividend	CHF	(126,833,778)
Balance to be carried	CHF	574,645,268
forward

If this proposal is approved, the gross dividend (before deduction of the Swiss withholding tax of 35%) will amount to CHF 1.95 per share. Subject to the ap-proval of the shareholders, the distribution is expected to be made as from March 24, 2021. The record date is March 23, 2021. The shares will be traded ex-dividend as of March 22, 2021. The last trading day with entitlement to receive the dividend is March 19, 2021.

3. Discharge from liability of the mem-bers of the Board of Directors and of the Executive Committee for the Fi-nancial Year 2020

Motion of the Board of Directors:

Granting of discharge from liability to each member of the Board of Directors and of the Executive Committee for the financial year 2020.

4. Approval of the compensation of the members of the Board of Directors and the Executive Committee

4.1 Compensation of the Board of Di-rectors

Motion of the Board of Directors: Approval of the maximum aggregate amount of the compensation of the Board of Directors for the term of office until the next Ordinary General Meeting in the amount of CHF 2,800,000.

Explanation of the Board of Directors:

This proposal corresponds to the proposal of the Board of Directors at the last Ordinary General Meeting. The maximum aggregate amount of the compensation of the mem-bers of the Board of Directors for the term of office until the next Ordinary General Meeting shall consist of a fixed base com-pensation, applicable committee fees and social security contributions.

4.2 Compensation of the Executive Committee

Motion of the Board of Directors:

Approval of the maximum aggregate amount of the compensation of the Executive Com-mittee for the financial year 2022 in the amount of CHF 18,500,000.

Explanation of the Board of Directors:

The maximum aggregate amount of the compensation encompasses the members of the Executive Committee, i.e. in total 9 persons. The maximum aggregate amount of the compensation of the members of the Executive Committee for the financial year 2022 shall consist of a fixed compen-sation (including social security contribu-tions), a short-term performance-based compensation and a long-term perfor-mance-based compensation in the form of Performance Share Units ("PSUs"), which will entitle the members of the Executive Committee to receive, after the expiry of a vesting period of three years and subject to the achievement of certain performance objectives, from 0 up to a maximum of 1.5 shares of DKSH Holding Ltd. for each PSU.

Therefore, the maximum aggregate amount of the compensation of the Execu-tive Committee submitted to the share-holders' vote is normally higher than the amount of compensation that will be effec-tively paid out to the members of the Exec-utive Committee based on the perfor-mance achieved. The amount effectively paid out or granted will be disclosed in the compensation report of the respective fi-nancial year. In 2020, the total amount of

compensation paid out or granted to the Executive Committee was CHF 12,103,000, well within the maximum aggregate amount of compensation approved for the Executive Committee by the 2019 Ordinary General Meeting of CHF 18,500,000. Fur-ther details on the compensation of the Ex-ecutive Committee for the financial year 2020 can be found in the Compensation Report 2020.

• • Dr. Hans Christoph Tanner and

• • Ms. Eunice Zehnder-Lai

5.2 Re-election of the Chairman of the Board of Directors

Motion of the Board of Directors: Re-election of Mr. Marco Gadola as Chair-man of the Board of Directors for a term of office until completion of the next Ordinary General Meeting.

5. Re-elections of the members of the Board of Directors, the Chairman of the Board of Directors and the mem-bers of the Nomination and Compen-sation Committee

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

Motions of the Board of Directors: Separate re-election of each of the follow-ing current members of the Board of Direc-tors for a term of office until completion of the next Ordinary General Meeting:

• • Dr. Wolfgang Baier

• • Mr. Jack Clemons

• • Mr. Marco Gadola

• • Dr. Frank Ch. Gulich

• • Mr. Adrian T. Keller

• • Mr. Andreas W. Keller

• • Ms. Prof. Dr. Annette G. Köhler

5.3 Re-elections of the members of the Nomination and Compensation Com-mittee

Motions of the Board of Directors: Separate re-election of each of the follow-ing members of the Board of Directors as members of the Nomination and Compen-sation Committee for a term of office until completion of the next Ordinary General Meeting:

• • Dr. Frank Ch. Gulich

• • Mr. Adrian T. Keller and

• • Ms. Eunice Zehnder-Lai

6. Re-election of the Statutory Auditors Motion of the Board of Directors:

Re-election of Ernst & Young Ltd., Zurich, as Statutory Auditors of DKSH Holding Ltd. for the financial year 2021.

7. Re-election of the Independent Proxy Motion of the Board of Directors: Re-election of Mr. Ernst A. Widmer, Zurich, as Independent Proxy for a term of office until completion of the next Ordinary General Meeting.

Sincerely yours

DKSH Holding Ltd.

On behalf of the Board of Directors

Marco Gadola

Chairman of the Board of Directors

Enclosures:

• • Reply form (with envelope) and instruction form to the Independent Proxy

Organizational notes

Documents

Registered shareholders will find enclosed the reply form (with envelope) including the instruction form for instructions to the Independent Proxy.

The Annual Report 2020 (including the An-nual Financial Statements, the Group Con-solidated Financial Statements and the Compensation Report) as well as the reports of the Statutory Auditors have been available to shareholders for inspection at the Company's registered offices since February 9, 2021. The Annual Report is also accessible on DKSH's website athttps://www.dksh.com/global-en/home/ investors/financial-results-and-presentations and may be downloaded.

Submission of agenda items

On January 7, 2021, DKSH Holding Ltd. published a notice in the Swiss Official Ga-zette of Commerce (Schweizerisches Han-delsamtsblatt) inviting qualifying share-holders to submit their requests for the in-clusion of individual items on the agenda by no later than February 1, 2021. No such requests were submitted.

Voting rights and the exercise of shareholder rights

Shareholders registered in the share regis-ter of DKSH Holding Ltd. on March 9, 2021 at 5 p.m. (CET) are entitled to vote at the Ordinary General Meeting. The share regis-ter will be blocked for entries from March 10, 2021 until (and including) March 18, 2021. Shareholders who divest their shares during this period are no longer entitled to vote at the General Meeting.

At the time of distribution of this invitation, the organization of public and private events is prohibited according to Article 6 of the Ordinance on Measures during the Special Situation to combat the COVID-19 Epidemic. The Board of Directors has therefore decided - on the basis of Ar-ticle 27, first paragraph letter b, of the Ordinance 3 on Measures to Combat the Coronavirus (COVID-19) - that shareholders who are entitled to vote may exercise their rights exclusively through the Independent Proxy, Mr. Ernst A. Widmer, EAW Legal, Beetho-venstrasse 5, CH-8002 Zurich. Physical participation in the General Assembly is not possible. Thank you for your un-derstanding.

Shareholders may choose whether to issue their power of attorney and instructions to the Independent Proxy in writing or elec-tronically.

a) Written appointment of Independent Proxy and transmission of instructions:

Shareholders who want to appoint the In-dependent Proxy and give instructions in writing should use the enclosed admission card. Any power of attorney that is not duly signed will not be taken into account at the General Meeting. We must have re-ceived your reply form at the address indi-cated on the reply envelope by March 16, 2021, at the latest.

b) Electronic appointment of Independent Proxy and transmission of instructions:

Shareholders who want to appoint the In-dependent Proxy and give instructions elec-tronically should do so atwww.netvote.ch/ dksh by March 16, 2021, 12:00 noon (CET). Any amendments to instructions provided electronically also have to be made atwww.netvote.ch/dkshby March 16, 2021, 12:00 noon (CET). The respective login data (username and password) are provided on the attached reply form.

DKSH Holding Ltd.

Wiesenstrasse 8, P.O. Box 888, 8034 Zurich, Switzerland Phone [phone]

www.dksh.com