Geberit : Minutes of the 24th General Meeting of Geberit AG (829 KB)

MINUTES

24th Ordinary General Meeting

of the shareholders of Geberit AG, held on 19 April 2023 at 4:30 p.m.

Location:	Sporthalle Grünfeld, Rapperswil-Jona, Switzerland
Created:	20 April 2023
Participants:	Albert M. Baehny (Chairman of the Board of Directors)
	Eunice Zehnder-Lai (Vice Chair of the Board of Directors)
	Thomas Bachmann (Board of Directors)
	Felix R. Ehrat (Board of Directors)
	Werner Karlen (Board of Directors)
	Bernadette Koch (Board of Directors)
	Christian Buhl (CEO)
	Tobias Knechtle (CFO)
	Martin Baumüller (Group Executive Board)
	Andreas Lange (Group Executive Board)
	Clemens Rapp (Group Executive Board)
	Ronald van Triest (Group Executive Board)
	Martin Ziegler (Group Executive Board)
Secretary:	Roman Sidler (Head Corporate Communications & Investor Relations)

1,014 registered shareholders at the beginning of the General Meeting

1. 1. external guests
   1. internal assistants
2. Welcome and opening

In his capacity as chairman of the General Meeting, Chairman of the Board of Directors Albert M. Baehny opens the General Meeting.

In addition to the above-mentioned individuals the following are also participating in the General Meeting:

• Roger Müller, attorney at law, from the law firm hba Rechtsanwälte, Zurich, as the Independent Proxy,
• Thomas Illi and Martin Knöpfel from PricewaterhouseCoopers AG, Zurich, as representatives of the auditors;
• Manfred John, notary, Rapperswil-Jona Notary's Office,
• Patrick Schleiffer, attorney at law, Lenz & Staehelin, Zürich,
• Marc Mächler, councillor of the Canton of St. Gallen,
• Martin Stöckling, mayor of Rapperswil-Jona, and the Rapperswil-Jona town councillors Luca Eberle and Christian Leutenegger,
• Representatives of the media, and
• Geberit apprentices based in Rapperswil-Jona who are in their final year of apprenticeship.

II. Notice of convocation, notice by means of official publication, opportunity to inspect documents

Before addressing the items on the agenda, the chairman makes the following formal introductory statements:

1. In a letter dated 15 March 2023, which included the agenda items and the proposals of the Board of Directors as well as the enclosed Summary Report on the business year 2022, the shareholders were invited to today's General Meeting in accordance with the provisions of the Articles of Incorporation and in compliance with the advance notice of 20 days prescribed by law. The invitation was published in the Swiss Official Gazette of Commerce on 16 March 2023.

Geberit International AG · Corporate Communications · Schachenstrasse 77 · CH-8645 Jona · Postfach 1575 · CH-8640 Rapperswil Telephone [phone] · Fax [phone] · [e-mail] · www.geberit.com

1. No proposals for the agenda were received from the shareholders.
2. In the invitation to today's General Meeting, it was pointed out that the 2022 Annual Report, including the Business and Financial Review, the Consolidated Financial Statements 2022 and the Auditors' Reports are available on the internet (www.geberit.com/annualreport as an online version and are available for inspection at the registered office of the company.
3. The minutes of the last ordinary General Meeting, which was held on 13 April 2022, were duly signed and available for inspection by the shareholders at the Company's headquarters. They were also published on the Internet.
4. As per the Articles of Incorporation, the General Meeting is chaired by the Chairman of the Board of Directors. In the interests of good corporate governance, Vice Chair of the Board of Directors and Chair of the Nomination and Compensation Committee Eunice Zehnder-Lai will conduct the votes on agenda item 5.1.1 (Re-election of Albert M. Baehny as a member of the Board of Directors and as Chairman of the Board of Directors) as well as agenda item 8 (Remuneration).
5. The secretary and the tellers are appointed by the chairman. In order to facilitate the taking of the minutes, the General Meeting is recorded electronically. The recording is destroyed once the minutes have been approved.
6. The secretary of the General Meeting is Roman Sidler, Head Corporate Communications & Investor Relations.
7. The lead tellers are Jasmin Stadler, Deputy Head of Finance and Deputy Managing Director of the pension fund of Rapperswil-Jona, and Hansjörg Goldener, former town clerk of Rapperswil-Jona.
8. According to revised corporate law, the Independent Proxy may only give general information on received instructions at the earliest three working days prior to the General Meeting. The Independent Proxy, Roger Müller, informs the chairman that on 14 April 2023 he had informed the Board of Directors of the interim results of the votes received on the individual agenda items.

The chairman declares that the General Meeting has been convened, notice thereof by means of official publication has been provided and the related documents have been made available for inspection in a timely and proper manner in accordance with the law and the Articles of Incorporation and that the General Meeting is thereby duly constituted and constitutes a quorum.

III. Attendance

Immediately prior to the vote on the first agenda item, the number of shareholders present, votes represented and capital represented is as follows: 19,611,390 registered voting shares, each with a par value of CHF 0.10 (a total par value of CHF 1,961,139.00), are represented at the General Meeting either directly or by proxy. This is equivalent to 54.7% of the total share capital of CHF 3,587,433.30.

In detail, the representation proportions are as follows:

• 1,014 shareholders/shareholders' representatives are present, representing 2,950,659 shares with a total par value of CHF 295,065.90; and
• The Independent Proxy is representing 16,660,731 shares with a total par value of CHF 1,666,073.10.

The chairman explains the electronic voting procedure that is going to be implemented. The voting device allows several votes to be carried out in a single voting round. This option is being used at today's General Meeting for the elections to the Board of Directors and the Compensation Committee, whereby each person will be voted on individually and the voting results will be announced in their entirety at the end of each ballot. The chairman also advises the shareholders in attendance of the possibility of expatiating on votes.

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IV. Individual agenda items

Agenda item 1: Approval of the Business and Financial Review, the Financial Statements and the Consolidated Financial Statements for 2022, acceptance of the Auditors' Reports

The chairman points out once again that the shareholders had been sent a Summary Report of the Annual Report 2022 together with the invitation to the General Meeting. The complete Annual Report was published on the Internet as an online version. A hard-copy version thereof was also on display at the Company's headquarters.

CEO Christian Buhl presents the business year 2022 in detail and provides an outlook for the business year 2023 (cf. enclosures). The chairman then gives a summary of the past business year.

The Financial Statements and Consolidated Financial Statements for 2022 were audited by the auditors from PricewaterhouseCoopers AG and accepted without exception. The chairman states that the General Meeting has taken note of the Auditors' Reports and thanks the auditors for their work.

There were no requests to speak on this agenda item. The result of the vote on the proposal of the Board of Directors with respect to this agenda item is as follows:

Valid votes:	19,497,598
Votes in favour:	19,469,852	99.86%
Votes against:	27,746	0.14%
Abstentions:	128,959

The proposal of the Board of Directors with respect to agenda item 1 is thereby approved.

Agenda item 2: Resolution on the appropriation of available earnings

The Board of Directors proposes to the General Meeting a distribution of CHF 12.60 per share as an ordinary dividend, which is subject to withholding tax. This corresponds to an increase of 0.8% compared with the previous year. The payout ratio is 61.8%.

The proposal of the Board of Directors regarding the appropriation of available earnings at Geberit AG is detailed in the invitation to the General Meeting and the Annual Report. The shares held by the Company at the time of the dividend payment are not entitled to dividends. Since the invitation to the General Meeting, the dividend amount has thus changed slightly. The proposal with the adjusted amounts is as follows:

The Board of Directors proposes that the available earnings:
Net income for the year 2022	CHF	977,552,213
Balance brought forward	CHF	14,953,113
Total available earnings	CHF	992,505,326
be appropriated as follows:
Transfer to free reserves	CHF	550,000,000
Proposed dividend of CHF 12.60 per share	CHF	433,892,214
Balance to be carried forward	CHF	8,613,112
Total appropriation of available earnings	CHF	992,505,326

If the proposal is approved, the dividend will be paid out, less 35% withholding tax, on 25 April 2023. The auditors confirm in their report that this proposal regarding the appropriation of earnings is in accordance with the law and the Articles of Incorporation.

There were no requests to speak on this agenda item. The result of the vote on the proposal of the Board of Directors with respect to this agenda item is as follows:

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Valid votes:	19,610,910
Votes in favour:	19,604,790	99.97%
Votes against:	6,120	0.03%
Abstentions:	16,465

The proposal of the Board of Directors with respect to agenda item 2 is thereby approved.

Agenda item 3: Discharge of the Board of Directors

According to the proposal, the actions of the members of the Board of Directors are to be formally approved for the business year 2022.

The vote on the discharge of the Board of Directors shall be carried out for the Board of Directors as a whole ("en masse"). The chairman points out that, in compliance with the law, persons who have participated in any manner in the management of the Company's business are not permitted to exercise their voting right for this agenda item.

There were no requests to speak on this agenda item. The result of the vote on the proposal of the Board of Directors with respect to this agenda item is as follows:

Valid votes:	19,365,083
Votes in favour:	19,109,329	98.64%
Votes against:	255,754	1.32%
Abstentions:	86,683

The proposal of the Board of Directors with respect to agenda item 3 is thereby approved.

Agenda item 4: Amendments to the Articles of Incorporation

With the entry into force of the revised corporate law on 1 January 2023, on the one hand new mandatory provisions have been introduced or old mandatory provisions have been amended. On the other hand, corporate law has been modernised and adapted to the digital age. In the interests of good corporate governance, the Board of Directors has decided that the new provisions of the corporate law should already be implemented in the Articles of Incorporation this year, irrespective of the existing transition period of two years.

As an individual vote on every changed provision would unduly prolong the General Meeting, the Board of Directors has decided to divide the proposed amendments to the Articles of Incorporation into seven sub- items to the agenda and then put them to a separate vote. The cohesion of the subject matter is ensured with this approach.

Unless otherwise stated, a majority of the votes cast is required to adopt the proposals under this agenda item.

The chairman requests the notary Manfred John to notarise the resolution on agenda item 4.

Agenda item 4.1: Mandatory amendments to the Articles of Incorporation to reflect the revised corporate law

The purpose of the amendments proposed under agenda item 4.1 is, on the one hand, to amend provisions of the Articles of Incorporation that conflict with mandatory law and, on the other hand, to adapt provisions of the Articles of Incorporation that reflect the wording of the corporate law applicable until 31 December 2022 to the new wording of the revised corporate law. As the individual provisions are connected and reflect the mandatory law, the vote shall be carried out as a whole ("en masse").

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There were no requests to speak on this agenda item. The result of the vote on the proposal of the Board of Directors with respect to this agenda item is as follows:

Valid votes:	19,604,441
Votes in favour:	19,473,135	99.33%
Votes against:	131,306	0.67%
Abstentions:	22,285

The proposal of the Board of Directors with respect to agenda item 4.1 is thereby approved.

Agenda item 4.2: Editorial amendments to the Articles of Incorporation

The amendments proposed under agenda item 4.2 are editorial in nature. On the one hand, the Articles of Incorporation shall be adapted according to the wording of the law. On the other hand, provisions that are not materially important shall be removed from the Articles of Incorporation. As the individual provisions are all editorial in nature and are thus connected, the vote shall be carried out as a whole ("en masse").

There were no requests to speak on this agenda item. The result of the vote on the proposal of the Board of Directors with respect to this agenda item is as follows:

Valid votes:	19,601,506
Votes in favour:	19,545,119	99.71%
Votes against:	56,387	0.29%
Abstentions:	25,041

The proposal of the Board of Directors with respect to agenda item 4.2 is thereby approved.

Agenda item 4.3: Adding a sustainability provision to the Company's purpose

In pursuing its corporate purpose, Geberit strives to create long-term and sustainable value. This endeavour shall now also be explicitly reflected and anchored in the Articles of Incorporation.

There were no requests to speak on this agenda item. According to mandatory law, this resolution must be approved by a majority of at least two-thirds of the votes represented. The chairman advises that an abstention thus has the same effect as a vote against. The result of the vote on the proposal of the Board of Directors with respect to this agenda item is as follows:

Total votes present/nominal value:	19,627,859		CHF	1,962,785.90
Votes in favour/nominal value:	19,511,926	99.41%	CHF	1,951,192.60
Votes against/nominal value:	86,508	0.44%	CHF	8,650.80
Abstentions/nominal value:	27,036	0.14%	CHF	2.703.60
Votes not submitted/ nominal value	2,389	0.01%	CHF	238.90
Two-thirds majority:	13,085,240

The required two-thirds majority of the votes represented is thus reached and the proposal of the Board of Directors with respect to agenda item 4.3 is thereby approved.

Agenda item 4.4: Amendments to the provisions regarding share register and nominees

The amendments proposed under agenda item 4.4 intend, on the one hand, to reflect the provision on the requirement for entry in the share register according to legal requirements and, on the other hand, to modernise the nominee provision. Nominees - in other words, people who do not hold Geberit shares on their own account - now no longer have to enter into agreements with the Board of Directors. Nominees shall be registered if they meet the requirements set out in the Articles of Incorporation.

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