Dormakaba : Invitation & explanation concerning the approval of the compensation of the BoD and the EC AGM 2023

Invitation to the Annual General Meeting

• Agenda and motions
• Organizational
• Explanation concerning the approval of the compensation of the Board of Directors and Executive Committee

5 October 2023

Mövenpick Hotel Zurich Regensdorf

Annual General Meeting 2023        3

Agenda and motions

1. Reporting on the financial year 2022/23

1. Approval of the Group Management Report and the Financial Statements of the Group and dormakaba Holding AG for the financial year 2022/23
   Motion: The Board of Directors (BoD) proposes that the Group Management Report and the annual Consolidated Financial Statements of the Group and the annual Financial Statements of dormakaba Holding AG for the financial year 2022/23 be approved, after having taken note of the reports of the statutory auditors.
   Explanation: In accordance with article 698 para. 2 items 3 and 4 of the Swiss Code of Obligations (CO) and § 15 lit. (c) and (d) of the Articles of Incorporation, the Annual General Meeting of Shareholders (AGM) is competent for approving the Group Manage- ment Report and the Consolidated Financial Statements of the Group and the Financial Statements of dormakaba Holding AG. The Group Management Report consists of the information on the business and financial performance, as well as of corporate informa- tion (previously Fundamental Information) on the Group, all included, together with the annual Consolidated Financial Statements and the annual Financial Statements, in the Annual Report 2022/23 which can be found at www.report.dormakaba.com. In its audit reports to the AGM, PricewaterhouseCoopers AG recommends, without qualifications, to approve the annual Consolidated Financial Statements and the annual Financial Statements.
2. Advisory vote on the Compensation Report 2022/23
   Motion: The BoD proposes that the Compensation Report 2022/23 be ratified in a non-binding advisory vote.
   Explanation: In accordance with article 735 para. 3 item 4 CO and § 22 para. 2 of the Articles of Incorporation, the BoD submits the Compensation Report 2022/23 to the AGM for ratification in a non-binding, advisory vote. The Compensation Report 2022/23 contains the principles for the compensation of the BoD and the Executive Committee (EC) as well as the information on the compensation paid in the reporting year. In its audit report to the AGM, PricewaterhouseCoopers AG expressed the opinion that the Compensation Report 2022/23 complies with Swiss law. The Compensation Report and the audit report can be found at www.report.dormakaba.com.

4        dormakaba Holding AG

2. Appropriation of retained earnings of dormakaba Holding AG

Motion: The BoD proposes that the retained earnings at the disposal of the AGM, i.e.

		CHF million
Net profit for the period	49.3
Allocation from reserves for treasury shares	6.9
Statutory retained earnings carried forward from previous year	515.6
Unappropriated retained earnings at the end of the period	571.8
Allocation from reserves from capital contributions	20.0
Total at the AGM's disposal	591.8

be appropriated as follows:

CHF million

Dividend distribution from unappropriated retained earnings* Distribution from reserves from capital contributions* Statutory retained earnings to be carried forward

Total at the AGM's disposal

20.0

20.0

551.8

591.8

• Calculated based on the number of shares as at 30 June 2023. The total amount of the distribu- tion depends on the number of shares entitled to dividend payout as at 6 October 2023. Treasury shares are not entitled to dividend payout.

Explanation: In accordance with article 698 para. 2 items 4 and 6 CO and § 15 (d) and

• 31 para. 3 of the Articles of Incorporation, the AGM resolves on the appropriation of the disposable profit, in particular the distribution of dividends and the repayment of reserves from capital contributions. If the BoD's proposal is approved, the total distribu- tion amounts to CHF 9.50 per share, in the form of an equal distribution half from unappropriated retained earnings and half from reserves from capital contributions. As in the previous years, the distribution from the reserves from capital contributions is made without deduction of the Swiss withholding tax of 35 %. Shares of dormakaba Holding AG purchased until 6 October 2023 will entitle the holder to receive the distribu- tion. As of 9 October 2023, the shares will be traded ex-dividend. Subject to the approval of the motion by the AGM, the payment of the distribution will be settled as from
  11 October 2023.

Annual General Meeting 2023        5

1. Discharge of the BoD and of the EC
   Motion: The BoD proposes that discharge be granted to the members of the BoD and of the EC for the financial year 2022/23.
   Explanation: In accordance with article 698 para. 2 item 7 CO and § 15 (e) of the Articles of Incorporation, it is within the power of the shareholders to discharge the members of the BoD and the EC. By granting discharge, the approving shareholders declare that they will no longer hold the members of the BoD and the EC accountable for matters that occurred during the financial year 2022/23 and that were disclosed to the shareholders. Discharge also binds the Company and the shareholders who acquired shares knowing that the AGM has approved the motion.
2. Elections to the BoD
   Motion: The BoD proposes the new or re-election (by way of separate election) of the following members of the BoD for a term of one year each, ending at the next AGM. Resumes can be found at www.dk.world/BoD.

1. Re-electionof Svein Richard Brandtzæg as a member and Chair of the BoD in the same vote
2. Re-electionof Thomas Aebischer as a member
3. Re-electionof Jens Birgersson as a member
4. Re-electionof Stephanie Brecht-Bergenas a member
5. Re-electionof Hans Gummert as a member
6. Re-electionof John Y. Liu as a member
7. Re-electionof Kenneth Lochiatto as a member
8. Re-electionof Michael Regelski as a member
9. New election of Ines Pöschel as a member
10. New election of Till Reuter as a member

6        dormakaba Holding AG

Explanation: In accordance with article 698 para. 2 item 2 and para. 3 item 1 CO and

• 15(b) of the Articles of Incorporation, the AGM elects individually each member of the BoD and the Chair of the BoD. The statutory term of office is one year, ending at the next AGM. Resumes of the persons proposed can be found in the Corporate Governance Report 2022/23, being part of the Annual Report 2022/23, and at www.dk.world/BoD. Additionally, here are short CVs of the newly proposed persons:

Ines Pöschel (55), a Swiss citizen, lic.iur. University of Zurich, has been working as a lawyer and partner at Kellerhals Carrard in Zurich since 2007. Prior to that, she was Senior Associate at Bär & Karrer AG (Zurich) from 2002 to 2007 and Senior Manager at Andersen Legal LLC (Zurich) from 1999 to 2002. She specializes in capital markets and corporate law with a focus on governance-related areas and corporate transactions­. In addition, Ines Pöschel has many years of experience on the board of directors of various companies such as currently Alcon AG, Graubündner Kantonalbank and Belimo Holding AG. With her expertise and experience, Ines Pöschel is an excellent choice to strengthen the dormakaba BoD in the area of governance, sustainability, compensation and compliance.

She will be an independent member of the dormakaba BoD.

Till Reuter (55), a German citizen, has been a Board member of German-basedhigh-tech company Neura Robotics since 2022. Prior to that he was Chairman of the Theo Müller S.e.c.s. corporate group (2019-2022) and Chief Executive Officer of Kuka AG (2009-2018). Before, he held various senior management positions in the financial industry. He is founder and Chairman of Rinvest, and was a Board member of the Bundesverband der Deutschen Industry eV (2017-2018; BDI - voice of the German industry) and a Board Member/Chairman for Swisslog Holding AG (2014-2018). With his industrial and technology background, Till Reuter is an excellent choice to strengthen the dormakaba BoD.

He will be an independent member of the dormakaba BoD.

5. Elections to the Nomination and Compensation Committee

Motion: The BoD proposes the new or re-election (by way of separate election) of the following members of the Nomination and Compensation Committee (NCC) for a term of one year each, ending at the next AGM: