DKSH : Invitation to AGM 2022

DKSH Holding Ltd. Invitation to the 89th Ordinary General Meeting

Delivering Growth - in Asia and Beyond.

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Zurich, February 17, 2022

To the shareholders of DKSH Holding Ltd.

Dear Shareholders,

The Board of Directors is pleased to invite you to the 89th Ordinary General Meeting of DKSH Holding Ltd.:

Date

Thursday, March 17, 2022 at 10:00 a.m. (CET)

Venue

DKSH Holding Ltd.

Wiesenstrasse 8

8008 Zurich

Switzerland

Please note that due to the situation regarding the coronavirus (COVID-19) at the time of the organisation of the Ordinary General Meeting, physical participation at the event is not possible (read more about what this means on page 6).

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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 2021
   Motion of the Board of Directors: Approval of the Financial Statements of DKSH Holding Ltd. and the Group Con- solidated Financial Statements of the
   DKSH Group for the financial year 2021.
2. Appropriation of available earn- ings as per balance sheet 2021 and declaration of dividend

Retained earnings	CHF	574,645,268
brought forward
Allocation of legal re-	CHF	(3,951,989)
serves from retained
earnings for own shares
Profit after tax	CHF	128,801,490
Available earnings as	CHF	699,494,769
per balance sheet 2019

Motion of the Board of Directors:

The Board of Directors proposes the following distribution of dividends from available earnings in 20211:

Ordinary dividend	CHF	(133,338,074)
Balance to be carried	CHF	566,156,695
forward

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

If this proposal is approved, the gross dividend (before deduction of the Swiss withholding tax of 35%) will amount to CHF 2.05 per share. Subject to the approval of the shareholders, the distribution is expected to be made as from March 23, 2022. The record date is March 22, 2022. The shares will be traded ex-dividend as of March 21, 2022. The last trading day with entitlement to receive the dividend is March 18, 2022.

1. Discharge from liability of the members of the Board of Directors and of the Executive Committee for the Financial Year 2021
   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 2021.
2. Approval of the compensation of the members of the Board of Direc- tors and the Executive Committee

4.1 Compensation of the Board of Directors

Approval of the maximum aggregate amount of the compensation of the

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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 members 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 Committee for the finan- cial year 2023 in the amount of CHF 19,500,000.

Explanation of the Board of Directors: The maximum aggregate amount of the compensation encompasses the members of the Executive Commit- tee, i.e. in total 12 persons. The maximum aggregate amount of the com-

pensation of the members of the Executive Committee for the financial year 2023 shall consist of a fixed compensation (including social security contributions), a short-term performance -based compensation and a long-termperformance-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 Executive Committee submitted to the shareholders' vote is normally higher than the amount of compensation that will be effectively paid out to the members of the Executive Committee based on the performance achieved. The amount effectively paid out or granted will be disclosed in the compensation report of the respective financial year. In 2021, the total amount of compensation paid out or granted to the Executive Committee was CHF 15,994,000,