Geberit : Minutes of the 22nd General Meeting of Geberit AG

MINUTES

22nd Ordinary General Meeting

of the shareholders of Geberit AG, held on 14 April 2021 at 3:00 p.m.

Location:	Geberit Information Centre, Rapperswil-Jona
Created:	15 April 2021
Participants:	Albert M. Baehny (Chairman of the Board of Directors)
	Hartmut Reuter (Vice Chairman of the Board of Directors)
	Christian Buhl (CEO)
Secretary:	Roland Iff

I. 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 aforementioned members of the Board of Directors and members of the Group Executive Board, the following are also participating in the General Meeting:

• Manfred John, notary, Chief Officer of the Rapperswil-Jona Notary's Office;
• Roger Müller from the law firm hba Rechtsanwälte, Zurich, as the Independent Proxy;
• Beat Inauen from PricewaterhouseCoopers AG, Zurich, as representative of the auditors; and
• Patrick Schleiffer, Lenz & Staehelin

1. 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 10 March 2021, which included the agenda items and the proposals of the Board of Directors as well as the enclosed Summary Report on the business year 2020, 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 11 March 2021.
2. Based on the regulations imposed by the Swiss federal government and cantons in connection with COVID-19, the shareholders were informed that personal attendance at today's General Meeting was not permitted and that they could exercise their rights exclusively through the Independent Proxy. They were also informed that they could ask questions in advance, which would then be answered during the General Meeting and documented in the minutes. No questions were received from the shareholders.
3. No proposals for the agenda were received from the shareholders.
4. The Annual Report for the year 2020, the Financial Statements and the Consolidated Financial Statements 2020 plus the Auditors' Reports were published on the Internet (www.geberit.com/annualreport) as an online version on 10 March 2021. Since this date, a hard- copy version thereof has been available for inspection by the shareholders at the Company's headquarters.
5. The minutes of the last ordinary General Meeting, which was held on 1 April 2020, were duly signed and available for inspection by the shareholders at the Company's headquarters. They were also published on the Internet.
6. 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, the Vice Chairman of the Board of Directors Hartmut Reuter will conduct the votes on agenda item 4.1.1 (Re-election of Albert M. Baehny as a

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member of the Board of Directors and as Chairman of the Board of Directors) as well as agenda item

1. 7 (Remuneration).

2. The secretary and the tellers are appointed by the chairman.
3. The secretary of the General Meeting is Roland Iff, CFO Geberit Group.
4. Roland Iff also officiates as teller.

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

The number of votes represented and capital represented is as follows: 20,826,767 registered voting shares, each with a par value of CHF 0.10 (a total par value of CHF 2,082,676.70), are represented at the General Meeting. The votes are represented exclusively by the Independent Proxy via power of attorney. This is equivalent to 56,2% of the total share capital of CHF 3,704,142.70.

IV. Individual agenda items

Agenda item 1: Approval of the Operating and Financial Review, the Financial Statements and the Consolidated Financial Statements for 2020, acceptance of the Auditors' Reports

CEO Christian Buhl explains the business year 2020 in detail (cf. enclosures). In terms of the outlook for the business year 2021, he refers to the media release from 10 March 2021.

The Financial Statements and Consolidated Financial Statements for 2020 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 questions received from shareholders 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:	20,761,143
Votes in favour:	20,753,728
Votes against:	7,415
Abstentions:	65,624

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 11.40 per share as an ordinary dividend, which is subject to withholding tax. This corresponds to an increase of 0.9% compared with the previous year. The payout ratio is 63.8%.

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 Board of Directors proposes that the available earnings:
Net income for the year 2020	CHF	600,617,258
Balance brought forward	CHF	3,037,795
Total available earnings	CHF	603,655,053
be appropriated as follows:
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Transfer to free reserves	CHF	190,000,000
Proposed dividend of CHF 11.40 per share	CHF	408,642,496
Balance to be carried forward	CHF	5,012,557
Total appropriation of available earnings	CHF	603,655,053

If the proposal is approved, the dividend will be paid out, less 35% withholding tax, on 20 April 2021. 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 questions received from shareholders 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:	20,813,667
Votes in favour:	20,653,768
Votes against:	159,899
Abstentions:	13,100

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

Agenda item 3: Formal approval of the actions 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 2020.

The vote on the formal approval of the actions 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 questions received from shareholders 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:	20,518,024
Votes in favour:	20,124,216
Votes against:	393,808
Abstentions:	132,732

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

Agenda item 4: Elections to the Board of Directors, election of the Chairman of the Board of Directors and elections to the Compensation Committee

In accordance with the provisions of the Ordinance against Excessive Compensation with respect to Listed Companies (OaEC) the members and the Chairman of the Board of Directors are directly elected by the General Meeting on an individual basis. The CVs of all members of the Board of Directors standing for re-election can be found on the website.

At today's General Meeting, Geberit bids farewell to a member of the Board of Directors: Hartmut Reuter is stepping down from the Board of Directors at the end of this General Meeting. Hartmut Reuter has been a member of the Board of Directors since 2008 and Vice Chairman since 2009. He is also Chairman of the Nomination and Compensation Committee and a member of the Audit Committee. During this time, he brought his management expertise and broad international experience in industry to the Board of Directors. He now wishes to concentrate on other duties instead. The Board of Directors and Group Executive Board would like to extend their thanks for his valuable contributions to the further development of the company.

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Agenda item 4.1: Elections to the Board of Directors and election of the Chairman of the Board of Directors

Agenda item 4.1.1: Re-election of Albert M. Baehny as a member of the Board of Directors and as Chairman of the Board of Directors

The Board of Directors proposes that Albert M. Baehny be re-elected as a member of the Board of Directors and as Chairman of the Board of Directors until the closing of the following ordinary General Meeting.

There were no questions received from shareholders 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:	20,744,745
Votes in favour:	17,410,789
Votes against:	3,333,956
Abstentions:	82,022

Albert M. Baehny is thereby re-elected as a member of the Board of Directors and as Chairman of the Board of Directors until the following ordinary General Meeting.

Agenda item 4.1.2: Re-election of Felix R. Ehrat

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 following ordinary General Meeting.

There were no questions received from shareholders 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:	20,809,046
Votes in favour:	20,115,993
Votes against:	693,053
Abstentions:	17,721

Felix R. Ehrat is thereby re-elected as a member of the Board of Directors until the following ordinary General Meeting.

Agenda item 4.1.3: Re-election of Werner Karlen

The Board of Directors proposes that Werner Karlen be re-elected as a member of the Board of Directors until the closing of the following ordinary General Meeting.

There were no questions received from shareholders 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:	20,809,101
Votes in favour:	20,699,130
Votes against:	109,971
Abstentions:	17,666

Werner Karlen is thereby re-elected as a member of the Board of Directors until the following ordinary General Meeting.

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Agenda item 4.1.4: Re-election of Bernadette Koch

The Board of Directors proposes that Bernadette Koch be re-elected as a member of the Board of Directors until the closing of the following ordinary General Meeting.

There were no questions received from shareholders 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:	20,811,925
Votes in favour:	20,668,039
Votes against:	143,886
Abstentions:	14,842

Bernadette Koch is thereby re-elected as a member of the Board of Directors until the following ordinary General Meeting.

Agenda item 4.1.5: Re-election of Eunice Zehnder-Lai

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 following ordinary General Meeting.

The Board of Directors has decided to appoint Eunice Zehnder-Lai as Vice Chair of the Board of Directors, provided she is re-elected today.

There were no questions received from shareholders 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:	20,809,093
Votes in favour:	19,552,721
Votes against:	1,256,372
Abstentions:	17,674

Eunice Zehnder-Lai is thereby re-elected as a member of the Board of Directors until the following ordinary General Meeting.

Agenda item 4.1.6: Election of Thomas Bachmann

The Board of Directors proposes that Thomas Bachmann be elected as an independent member of the Board of Directors until the closing of the following ordinary General Meeting. This nomination is made within the context of succession planning for the outgoing board member Hartmut Reuter.

Thomas Bachmann brings with him valuable industrial experience in marketing and sales, and has contributed to the successful development of various international industrial companies as CEO and board member. In the opinion of the Board of Directors, the combination of strategic and operational experience and his personality - one that fits in very well with the Geberit culture - make him the ideal candidate to make a major contribution to the future success of the Geberit Group.

There were no questions received from shareholders 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:	20,799,220
Votes in favour:	20,695,578
Votes against:	103,642
Abstentions:	27,547

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