Implenia : AGM Document

Registration and Proxy Form

ANNUAL

GENERAL MEETING

IMPLENIA LTD

Tuesday, 28 March 2023 9.30 am

(doors open at 8.45 am) Hotel Radisson Blu Zurich Airport

8058 Zurich

I M P L E N I A		A N N U A L G E N E R A L M E E T I N G 2 0 2 3

REGISTRATION AND APPOINTMENT OF PROXY

I will be attending the Annual General Meeting in person and wish to receive an admission card together with voting cards.

I will not be attending in person and therefore grant a proxy for the Annual General Meeting of 28 March 2023 as follows:

To the Independent Proxy: Law Office Keller Ltd (previously Law Office Keller Partnership), P.O. Box 1889, 8027 Zurich, Switzerland. In the absence of explicit instructions to the contrary, the Independent Proxy will vote in accordance with the proposals of the Board of Directors. The same applies to proposed additions or amendments.

Please send the signed proxy form directly to the Independent Proxy or by using the enclosed envelope to ­Computershare Switzerland Ltd, ­Implenia Ltd, P.O. Box, 4601 Olten, Switzerland.

You may also grant the proxy and issue instructions to the Independent Proxy electronically via the Computershare online portal. For more information, please refer to the invitation.

To another shareholder registered in the share register with voting rights (with the right of substitution)*:

First name and last name / company name:

Exact address:

I request that the share register send the admission card together with voting cards directly to the address specified, if this is possible in consideration of time constraints, or otherwise that they be held at the reception desk.

Please send the signed proxy form by using the enclosed envelope directly to Computershare Switzerland Ltd, ­Implenia Ltd, P.O. Box, 4601 Olten, Switzerland.

Place and date:

Signatory:

Please return this form no later than 21 March 2023 using the enclosed envelope.

• A shareholder with voting rights is only entitled to be represented at the general meeting by another shareholder registered in the share register with voting rights who is in possession of a written proxy. The right to legal representation or the right of a married person to be represented by their spouse is reserved. Legal representatives, spouses or authorised signatories for legal entities need not be shareholders.

R E G I ST R AT I O N A N D P R OX Y F O R M

VOTING INSTRUCTIONS TO THE INDEPENDENT PROXY

Instructions for exercising your vote

Traktandum

Yes

No

Abstention

1.1 Approval of the Annual Report, Annual Financial and Consolidated Financial

Statements for 2022; in consideration of the Statutory Auditor's Reports

1.2 Advisory vote on the 2022 Compensation Report

• Appropriation of available earnings, distribution of a dividend in the amount of gross CHF 0.40 per registered share

3 Discharge from liability of the members of the Board of Directors and the Executive Committee for the financial year 2022

1. Approval of the maximum total compensation of the Board of Directors from the 2023 Annual General Meeting to the 2024 Annual General Meeting
2. Approval of the maximum total compensation of the members of the Executive Committee for the 2024 financial year

5.1 Re-election resp. election of the members of the Board of Directors and re-election of the Chairman of the Board of Directors:

Re-election of Hans Ulrich Meister as a member and as Chairman of the Board of Directors

Re-election of Henner Mahlstedt as a member of the Board of Directors

Re-election of Kyrre Olaf Johansen as a member of the Board of Directors

Re-election of Martin Fischer as a member of the Board of Directors

Re-election of Barbara Lambert as a member of the Board of Directors

Re-election of Judith Bischof as a member of the Board of Directors

Election of Raymond Cron as a member of the Board of Directors

5.2 Re-election resp. election of the members of the Compensation Committee:

Re-election of Kyrre Olaf Johansen as a member of the Compensation

Committee

Re-election of Martin Fischer as a member of the Compensation Committee

Election of Raymond Cron as a member of the Compensation Committee

5.3 Re-election of the Independent Proxy: Law Office Keller Ltd, Zurich

5.4 Re-election of the Statutory Auditor: PricewaterhouseCoopers Ltd, Zurich

1. Partial amendment to the Articles of Association to introduce the possibility of holding a virtual general meeting
2. Partial amendment to the Articles of Association regarding mandatory
   adaptations­of the Articles of Association to the revision of the corporation law
3. Partial amendment to the Articles of Association regarding other
   amendments­to the Articles of Association

In the event that additions or amendments are proposed to the above agenda items 1.1 through 6.3 at the Annual General

Meeting, I instruct the Independent Proxy:

to follow the proposal of the Board of Directors

to abstain from voting

to vote No

Provided and to the extent that I do not give any instructions, the Independent Proxy will vote in accordance with the proposals of the Board of Directors. The same applies to proposed additions or amendments.

(Signature on left side)