Geberit : Invitation to the 25th ordinary General Meeting

RUBRIK

INVITATION

GENERAL MEETING 2024

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RUBRIK

INVITATION

25TH ORDINARY GENERAL MEETING

DATE

17 APRIL 2024 AT 4:30 P.M. (DOORS OPEN AT 3:30 P.M.)

LOCATION

SPORTHALLE GRÜNFELD GRÜNFELDSTRASSE 8 8645 RAPPERSWIL-JONA SWITZERLAND

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TO THE SHAREHOLDERS

OF GEBERIT AG

Dear Sir or Madam

We are pleased to invite you to our 25th ordinary General Meeting. Enclosed, please find the agenda of the General Meeting, the registration form for ordering admission cards, and the Summary Report on the 2023 business year. The complete 2023 Annual Report may be viewed at

• www.geberit.com/annualreport.

We kindly ask you to return the completed and signed registration form using the envelope pro- vided. Your admission card will then be sent to you.

We would also like to draw your attention to the possibility of sending us your response online via the shareholder portal: At →https://gvmanager-live.ch/geberit you can register in person or also grant your proxy and issue instructions to the Independent Proxy. You will find your access data on the registration form. The electronic voting portal will be open until 14 April 2024.

In addition, you can set up an account on the shareholder portal if you would like to receive invitations to the General Meeting by e-mail in the future.

We very much look forward to welcoming you personally at our General Meeting. It will be held in Rapperswil-Jona on Wednesday, 17 April 2024, beginning at 4:30 p.m. Afterwards, you are cordially invited to join us for an aperitif.

Yours faithfully

Geberit AG

Albert M. Baehny

Chairman of the Board of Directors

Enclosures

• Agenda of the General Meeting
• Registration form/instruction form with return envelope
• Summary Report on the 2023 business year
• Order card for the Chronicle 2023 and the Half-Year Report 2024

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AGENDA AND PROPOSALS

1. Approval of the Business and Financial Review, the Financial Statements and the Consolidated Financial Statements for 2023, acceptance of the Auditors' Reports Proposal: The Board of Directors proposes approval of the Business and Financial Review, the Financial Statements and the Consolidated Financial Statements 2023.
   Explanations: In their reports to the General Meeting, PricewaterhouseCoopers AG, the in- dependent auditors, confirmed the Business and Financial Review, Financial Statements and
   Consolidated Financial Statements for 2023 without reservations. Accordingly, the Board of Directors proposes the approval of the Business and Financial Review, Financial Statements and Consolidated Financial Statements for 2023.
2. Resolution on the appropriation of available earnings
   Proposal: The Board of Directors proposes the appropriation of available earnings as follows:

Net income for the business year 2023	CHF	449,539,442
Balance brought forward	CHF	8,914,252
Total available earnings	CHF	458,453,694
Transfer to free reserves	CHF	20,000,000
Proposed dividend of CHF 12.70 per share	CHF	432,667,816*
Balance to be carried forward	CHF	5,785,878
Total appropriation of available earnings	CHF	458,453,694

*  The shares held by the Company at the time of the dividend payment do not carry dividend rights. The amount of the dividend shown can thus change accordingly.

Explanations: The total available earnings of Geberit in the financial year 2023 amounts to CHF 458,453,694. Of this amount, CHF 20,000,000 shall be allocated to the general legal reserve. For each share entitled to dividends, an ordinary dividend distribution of CHF 12.70 (i.e. a total of CHF 432,667,816) is proposed. The remaining earnings of CHF 5,785,878 shall be carried forward. The appropriation of retained earnings and distribution of an ordinary dividend are based on the Company's financial statements audited by the Independent Auditors and as to be approved in agenda item 1.

If the proposal according to this agenda item 2 is approved, the dividend less 35% with­ holding tax will be paid on 23 April 2024.

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AGENDA AND PROPOSALS

1. Approval of the Sustainability Report (report on non-financial matters) 2023
   Proposal: The Board of Directors proposes that the Sustainability Report (report on non-financial matters) 2023 be approved.
   Explanations: The Sustainability Report constitutes the report on non-financial matters within the meaning of Article 964a ff. of the Swiss Code of Obligations (CO). The report pro- vides information on the concepts and measures of Geberit AG with regard to environmental
   matters, in particular the CO2 targets, social matters, employee matters, adherence to human rights and fighting corruption, and forms a separate chapter in the 2023 Annual Report.
   In order to fulfil the legal requirements, the Sustainability Report will be submitted to the General Meeting for approval for the first time this year.
2. Discharge of the Board of Directors
   Proposal: The Board of Directors proposes to grant discharge to the members of the Board of Directors for the 2023 business year.
   Explanations: The discharge of the members of the Board of Directors by law constitutes
   a non-transferable power of the General Meeting. The Company is not aware of any facts that would preclude full discharge.
3. Elections to the Board of Directors, election of the Chairman of the Board of Directors and elections to the Compensation Committee

5.1 Elections to the Board of Directors and election of the Chairman of the Board of Directors

1. Re-electionof Albert M. Baehny as a member of the Board of Directors and as Chairman of the Board of Directors
   Proposal: The Board of Directors proposes that Albert M. Baehny be re-elected as a member of the Board of Directors and that he also be re-elected as Chairman of the Board of Directors until the closing of the next ordinary General Meeting.
   Explanations: please refer to agenda item 5.1.6.
2. Re-electionof Thomas Bachmann
   Proposal: The Board of Directors proposes that Thomas Bachmann be re-elected as a member of the Board of Directors until the closing of the next ordinary General Meeting.
   Explanations: please refer to agenda item 5.1.6.

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AGENDA AND PROPOSALS

1. Re-electionof Felix R. Ehrat
   Proposal: The Board of Directors proposes that Felix R. Ehrat be re-elected as a member of the Board of Directors until the closing of the next ordinary General Meeting.
   Explanations: please refer to agenda item 5.1.6.
2. Re-electionof Werner Karlen
   Proposal: The Board of Directors proposes that Werner Karlen be re-elected as a member of the Board of Directors until the closing of the next ordinary General Meeting.
   Explanations: please refer to agenda item 5.1.6.
3. Re-electionof Bernadette Koch
   Proposal: The Board of Directors proposes that Bernadette Koch be re-elected as a member of the Board of Directors until the closing of the next ordinary General Meeting.
   Explanations: please refer to agenda item 5.1.6.
4. Re-electionof Eunice Zehnder-Lai
   Proposal: The Board of Directors proposes that Eunice Zehnder-Lai be re-elected as a member of the Board of Directors until the closing of the next ordinary General Meeting.
   Explanations: Albert M. Baehny has been a member of the Board of Directors of Geberit and its chairman since 2011. Thomas Bachmann has been a member of the Board of Directors of Geberit since 2021, Felix R. Ehrat since 2013, Werner Karlen since 2020, Bernadette Koch since 2019 and Eunice Zehnder-Lai since 2017. The members of the Board of Directors of Geberit are all independent within the meaning of the Swiss Code of Best Practice for Corporate Gov- ernance of Economiesuisse. Geberit has determined a diverse required set of competencies for the members of its Board of Directors that reflects strategic requirements, the company's tar- gets, geographical presence and corporate culture. The Board of Directors believes that the members of the Board of Directors standing for re-election collectively ensure that the Board of
   Directors has these required competencies. The brief curricula vitae of the members of the
   Board of Directors proposed for re-election, as well as further information on the competencies deemed necessary for the Board of Directors, can be found at
   → www.geberit.com/boardofdirectors.

5.2 Elections to the Compensation Committee

Geberit has a combined Nomination and Compensation Committee. When electing the members of the Compensation Committee, you will elect the members of the combined Nomination and Compensation Committee.

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AGENDA AND PROPOSALS

1. Re-electionof Eunice Zehnder-Lai
   Proposal: The Board of Directors proposes that Eunice Zehnder-Lai be re-elected as a mem- ber of the Compensation Committee until the closing of the next ordinary General Meeting.
   Explanations: please refer to agenda item 5.2.3.
2. Re-electionof Thomas Bachmann
   Proposal: The Board of Directors proposes that Thomas Bachmann be re-elected as a mem- ber of the Compensation Committee until the closing of the next ordinary General Meeting.
   Explanations: please refer to agenda item 5.2.3.
3. Re-electionof Werner Karlen
   Proposal: The Board of Directors proposes that Werner Karlen be re-elected as a member of the Compensation Committee until the closing of the next ordinary General Meeting.
   Explanations: Eunice Zehnder-Lai has been a member of the Compensation Committee since 2017, Thomas Bachmann since 2021 and Werner Karlen since 2020. The Board of Directors intends to reappoint Eunice Zehnder-Lai as Chair of the Compensation Committee if she is re-elected as a member of the Compensation Committee. For further details, please refer to agenda item 5.1.6.

1. Re-electionof the Independent Proxy
   Proposal: The Board of Directors proposes that the lawyer's office hba Rechtsanwälte AG,
   Zurich, represented by Roger Müller, lawyer, be re-elected as the Independent Proxy until the closing of the next ordinary General Meeting.
   Explanations: The law firm hba Rechtsanwälte AG, Bellerivestrasse 28, 8008 Zurich, repre- sented by lawyer Roger Müller, has confirmed to the Board of Directors that it possesses the independence required to perform the mandate. A portrait of the lawyer's office hba Rechtsanwälte AG as well as a short CV of Roger Müller is available at →www.hba.ch.
2. Re-appointmentof the Auditors
   Proposal: The Board of Directors proposes that PricewaterhouseCoopers AG be re-appointed as Auditors for the 2024 business year.

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AGENDA AND PROPOSALS

Explanations: PricewaterhouseCoopers AG has confirmed to the Board of Directors that it possesses the independence required to perform the mandate. PricewaterhouseCoopers AG in Zurich has been the auditors of Geberit AG since 1999. As PricewaterhouseCoopers AG has been the auditor of Geberit AG for more than 20 years, the Board of Directors, in the interest of good corporate governance, plans to initiate a tender procedure for the selection of a new auditor in order to propose a new auditor for election by the shareholders at the General Meeting 2025.

8. Remuneration

1. Consultative vote on the 2023 Remuneration Report
   Proposal: The Board of Directors proposes that the General Meeting approve the 2023 Re- muneration Report in a consultative vote.
   Explanations: The 2023 Remuneration Report provides an overview of the remuneration principles and programmes applicable to the Board of Directors and the Group Executive Board of Geberit, as well as details related to the remuneration awarded to the members of these two bodies for the 2023 business year. Since Geberit votes on remuneration on a pro- spective basis, the Remuneration Report must be submitted to the General Meeting for a consultative vote in accordance with the law. The 2023 Remuneration Report can be found at
   → www.geberit.com/remunerationreport.
2. Approval of the maximum aggregate remuneration amount for the members of the Board of Directors for the period until the next ordinary General Meeting
   Proposal: The Board of Directors proposes that the General Meeting approve the maximum aggregate remuneration amount of CHF 2,350,000 for the six members of the Board of Direc- tors for the period until the next ordinary General Meeting.
   Explanations: The annex sets out further details in relation to this proposal. In addition, the remuneration system of Geberit is described in the Remuneration Report. The 2023 Remu- neration Report can be found at →www.geberit.com/remunerationreport.
3. Approval of the maximum aggregate remuneration amount for the members of the Group Executive Board for the business year 2025
   Proposal: The Board of Directors proposes that the General Meeting approve the maximum aggregate remuneration amount of CHF 12,900,000 for the seven members of the Group Executive Board for the business year 2025.
   Explanations: The annex sets out further details in relation to this proposal. In addition, the remuneration system of Geberit is described in the Remuneration Report. The 2023 Remu- neration Report can be found at →www.geberit.com/remunerationreport.

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ANNEX

Annex to agenda item 8: Remuneration

8.2 Approval of the maximum aggregate remuneration amount for the members of the Board of Directors for the period until the next ordinary General Meeting

Proposal: The Board of Directors proposes that the General Meeting approve the maximum aggregate remuneration amount of CHF 2,350,000 for the six members of the Board of Directors for the period until the next ordinary General Meeting.

Explanations: The members of the Board of Directors receive a fixed remuneration only.

They are neither eligible to variable or performance-based remuneration nor entitled to participate in the pension plans of Geberit. The remuneration of the Board of Directors is paid as summarised below:

Fixed annual amount	In CHF	Delivery
Chairman of the Board of Directors	885,000	70% in cash and 30% in restricted shares
Vice Chair of the Board of Directors	245,000	Restricted shares
Member of the Board of Directors	190,000	Restricted shares
		Restricted shares
Additional annual fees
Chair of NCC/Audit Committee	45,000	Restricted shares
Member of NCC/Audit Committee	30,000	Restricted shares
Expense allowance	15,000	Cash

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ANNEX

The following table illustrates the composition of the proposed maximum aggregate amount of CHF 2,350,000 for the remuneration of the Board of Directors for the period until the next ordinary General Meeting.

	Approved	Expected	Proposal
	ordinary General	payout ordinary	ordinary General
	Meeting	General Meeting	Meeting
	2023-2024	2023-2024	2024-2025
Number of members of the Board of	6	6	6
Directors
In CHF
Annual retainer	1,890,000	1,890,000	1,890,000
Committee fees	210,000	210,000	210,000
Expense allowance	90,000	90,000	90,000
Employer contributions	160,000	96,809	160,000
to social security
Total	2,350,000	2,286,809	2,350,000

The proposed maximum aggregate amount is calculated for six members of the Board of Directors, assuming that all proposed individuals are elected as members of the Board of Directors at the 2024 ordinary General Meeting. It includes the cash remuneration of the Chairman, the value of the allocated restricted shares, the flat-rate expense allowance and the mandatory social security contributions made by the employer (for the restricted shares, calculated based on the value at grant).

The proposed amount is consistent with the amount approved at the last ordinary General Meeting and includes small reserves. All remunerations will remain unchanged.

The actual remuneration paid will be disclosed in the Remuneration Report of the respective year, which will be submitted to a consultative shareholder vote.

Further information on the remuneration of the Board of Directors is provided in the 2023 Remuneration Report →www.geberit.com/remunerationreport.

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