INFICON : Corporate Governance Report 2023

ANNUAL REPORT

2023

Global Presence

	North America		Europe		Asia-Pacific
	27% Sales		25% Sales		48% Sales
	611 Employees		717 Employees		288 Employees

INFICON HOLDING AG, Bad Ragaz, Switzerland, Parent Company

Syracuse, NY, USA*	Corregidora Qro., Mexico*	Hefei, China
Balzers, Liechtenstein*	Monterrey, Mexico	Hong Kong*
Cologne, Germany*	Blackburn, United Kingdom*	Tainan City, Taiwan
Longmont, CO, USA*	Courtaboeuf, France*	Chubei City, Taiwan*
Austin, TX, USA	Copenhagen, Denmark*	Bungdang, Korea*
Overland Park, KS, USA*	Verona, Italy	Kumamoto, Japan
Newton, MA, USA	Bozen, Italy*	Hiroshima, Japan
Linköping, Sweden*	Dresden, Germany	Kasugai, Japan
Mariehamn, Finland*	Singapore*	Osaka, Japan
Shanghai, China*	Chengdu, China	Kawasaki-Shi, Japan*
Santa Clara, CA, USA	Bejing, China	Sendai, Japan
Phönix, AZ, USA	Guangzhou, China*

Group Administration
Main Centers of Competence
Specialized Centers of Competence
Sales, Application and Service Offices	*Legal entities

15

Group Organization

(as of March 4, 2024)

Board of Directors and Group Management

Left side from front to back: Matthias Tröndle (CFO), Beat Siegrist, Lukas Winkler

Right side from front to back: Oliver Wyrsch (CEO), Dr. Beat Lüthi (Chairman), Vanessa Frey, Dr. Reto Suter

16

Group Organization

(as of March 4, 2024)

Board of Directors

Dr. Beat E. Lüthi - Chairman

Vanessa Frey

Beat Siegrist

Dr. Reto Suter

Lukas Winkler

Audit Committee

Dr. Reto Suter - Chairman

Vanessa Frey

Beat Siegrist

Compensation and Human

Ressource Committee

Beat Siegrist - Chairman

Dr. Reto Suter

Lukas Winkler

Group Management

Oliver Wyrsch - President and CEO

Matthias Tröndle - Vice President and CFO

Board and Executive Carolin Siebert, General Secretary to the Board of Directors

SecretaryINFICON HOLDING AG, Hintergasse 15 B, CH-7310 Bad Ragaz, Switzerland Tel. [phone]

E-mail: [e-mail]

17

Corporate Governance

Introduction

This Corporate Governance Report explains the principles of management and control of INFICON HOLDING AG at the highest corporate level in accordance with the Directive on Information relating to Corporate Governance (the Corporate Governance Directive) in its current version issued by the SIX Swiss Exchange on June 29, 2022 entry into force Jan 1, 2023.

Corporate governance of INFICON HOLDING AG complies with the principles and recommendations of the "Corporate Governance - Swiss Code of Best Practice".

INFICON HOLDING AG is committed to continually reviewing its corporate governance framework, with a view to related developments.

Information on Board of Directors and Company Management compensation is outlined in our Compensation Report, beginning on page 30.

Furthermore, the Company's internal guidelines regarding corporate governance are provided in its Articles of Incorporation, Organizational Regulations, Board Committee Charters, Code of Business Conduct and Ethics, as well as internal policies.

The following Corporate Governance Report follows the structure of the SIX Directive on Information relating to Corporate Governance.

1 Group Structure and Shareholders

1.1 Group Structure

Operational Group Structure

See page 17.

INFICON HOLDING AG is the parent company of the INFICON Group which operates from 17 countries and consists of a parent company, 8 manufacturing com­ panies and 11 sales and service subsidiaries. The legal entity structure of the INFICON group is seen on page 15.

Listed Corporation: INFICON HOLDING AG INFICON HOLDING AG is based in Bad Ragaz, Switzerland. It has a share capital of made up of 2,445,161 shares with a nominal value of CHF 5 each. Registered shares are listed on SIX Swiss Exchange under security number 1102994, ISIN CH0011029946 and symbol IFCN.

Since January 3, 2012, the registered shares

of INFICON HOLDING AG are traded on SIX Swiss Exchange's Domestic Standard.

Market capitalization at December 31, 2023 was TCHF 2,948,864 based on shares outstanding.

Share Capital and Percentage of

Shares Held by Subsidiaries

See statutory financial statements, Note 2.3, "Investments".

1.2 Significant Shareholders

Shareholder Structure

Based on number of registered shareholders as of December 31, 2023.

Number of shares	Number of shareholders
> 50,000	3
10,000-50,000	10
1-9,999	4,362
Total	4,375

18

Corporate Governance

Shareholders by Country

Based upon number of registered shareholders as of December 31, 2023.

Country	Number of shareholders
Switzerland	3,907
Germany	216
United States of America	67
Liechtenstein	44
Rest of Europe	70
Rest of World	71
Total	4,375

Major Shareholders

See statutory financial statements, Note 3.2, "Significant Shareholders".

1.3 Cross-shareholdings

INFICON HOLDING AG has no cross-shareholdings.

2 Capital Structure

2.1 Capital (Issued, Authorized & Conditional)

Registered shares of CHF 5 each at December 31, 2023:

Issued share capital	2,445,161	TCHF 12,226
Capital bandwidth	lower limit	upper limit
MCHF 11,615	MCHF 12,837

The issued share capital comprises 2,445,161 registered shares of CHF 5 each. Each share entitles the registered owner to one vote at the General Meeting of Share- holders, as well as a share of dividends or distribution from capital contribution reserve, if any, declared by the Company and proceeds from liquidation, correspond­ ing to its nominal value as a percentage of the total nominal value of issued share capital.

2.2 Conditional Share Capital

Since the latest revision in March 2023 the Articles of Incorporation provide no more conditional capital (according to Art. 653 of the Swiss Code of Obligations).

2.3 Capital Bandwidth

The Articles of Incorporation provide a capital bandwidth (according to Art. 653s-653v of the Swiss Code of Obligations) with an lower limit of MCHF 11,615 and an upper limit of MCHF 12,837. Within the scope of the capital bandwidth, the Board of Directors is authorised to increase or reduce the share capital once or several times and in any amount until March 30, 2028, or until the capital bandwidth expires earlier, or to acquire or sell shares directly or indirectly. The Articles of Incorporation can be accessed via the following weblink https://www.inficon.com/media/9261/download/Articles- of-Association.pdf?v=1&inline=true&language=en

2.4 Changes in Shareholders' Equity

Changes in shareholders' equity are presented in the consolidated statements of shareholders' equity section of the consolidated financial statements for INFICON HOLDING AG for the years ended December 31, 2023 and 2022.

2.5 Shares

For further information refer to Note 2.1, "Capital" as above. No participation certificates are issued.

2.6 Profit Sharing Certificates

The Company currently has no profit sharing certificates.

1. Limitations on Transferability and
   Nominee Registrations
   The Articles of Incorporation contain no special regula- tions regarding limitations on transferability and nominee registrations.
2. Convertible Bonds and Warrants / Options

The Company currently has no convertible bonds or bonds with warrants.

19

Corporate Governance

3 Board of Directors

3.1 Members of the Board of Directors, other

Activities­ and Vested Interests, and Internal

Organizational Structure

Board of Directors and Management Board

Our Articles of Incorporation provide that the Board of Directors may consist of three or more members at any time. Directors are elected and removed by shareholder resolution. Members of our Board of Directors serve one- year terms and may be re-elected upon completion of their term of office. The shareholders may remove the directors without cause. Our five directors currently in office were elected by shareholder resolution.

All members of the Board of Directors are non-executive Board members.

According to the law, the Board of Directors is responsible for the ultimate direction and supervision of INFICON HOLDING AG. The Board of Directors has delegated the conduct of the day-to-day business operations to the Company's Group Management comprising the Chief Executive Officer and Chief Financial Officer. Group Management is responsible for the management of INFICON HOLDING AG and for all other matters except for those reserved by law and the Articles of Incorporation. The Board of Directors is required to resolve all matters, which are not defined by the law, Articles of Incorpora- tion, or management bylaws as being the responsibility of any other governing body. According to the Swiss Code of Obligations and to the Articles of Incorporation the following non-transferable and inalienable responsibilities are incumbent on the Board of Directors:

• the ultimate management, i.e. the determination of the strategy, its resources and its supervision, of the Hold- ing and the Group and the issuance of the necessary policies and directives including the definition of cor- porate goals and the planning of financial resources
• the determination of the organization of the Holding and the Group;
• the structuring of the accounting system, the financial controls and the financial planning of the Holding and the Group;

• the appointment and the removal of the Members of the Group Management, the approval of their job descriptions and the granting of the signatory power to members of the Group Management and to employees of the Holding;
• the ultimate supervision of the persons entrusted with the management of the Holding and the Group, in particular with regard to compliance with the law, the Articles of Incorporation, regulations and directives;
• the preparation of the Holding's business report and other reports including but not limited to the compen- sation report and the report on non-financial matters pursuant to Article 964c CO as well as the prepara- tion of the Shareholders' Meetings and the implemen- tation of their resolutions;
• the submission of a request for a debt-restructuring moratorium and notification of the judge in case of overindebtedness of the Holding;
• the passing of resolutions regarding the subsequent payment of non-fullypaid-in shares;
• the passing of resolutions confirming capital increases in the share capital and regarding the amendments to the Articles of Incorporation entailed thereby;
• the examination of the professional qualifications of specially qualified auditors in those cases in which the law foresees the use of such auditors.

The Board of Directors, as of the date of this report, has established an Audit Committee and a Compensation and Human Resources Committee. Each of these committees has regulations, which outline its duties and responsibilities. The Board of Directors elects the Chairman for each committee. The committees meet regu­ larly carrying out preparatory work to provide the Board of Directors with updates and recommendations at its regular meetings. Their respective chairperson sets the agendas for the committee meetings. The length of the meetings range from an hour up to an entire day, depending on the agenda as decided by the chairman.

20

Corporate Governance

Sustainability is anchored at all corporate levels at INFICON. The Board of Directors determines the corporate strategy, including all aspects relating to sus- tainability / ESG. Sustainability topics are discussed several times a year by the Board of Directors and Group Management depending on their urgency. To strengthen its sustainability approach, the Board has implemented a Sustainability Council consisting of the Board members Dr. Reto Suter, Lukas Winkler and CFO Matthias Troendle. The council defines roadmap, reviews targets, studies the regulatory developments in the ESG area and supports the Audit Committee in non-financial reporting.

Sustainability reporting on all material topics, results and target achievement for further development of material topics (see page 39 ff.) are discussed and developed together with Group Management and the dedicated Board of Directors representative several times a year and at least two times a year by the Board of Directors and Group Management. The sustainability reporting covers the required elements of non-financial reporting in accordance with the requirements of Art. 964b of the Swiss Code of Obligations and is approved by the Board of Directors.

Overview Board

Board of Directors (5 members)
Chairman	Dr. Beat E. Lüthi
Members	Beat Siegrist,
	Vanessa Frey,
	Dr. Reto Suter,
	Lukas Winkler
Audit Committee	Dr. Reto Suter,
Financial- and non-financial reporting,	Chairman
risk management, compliance, audit,	Vanessa Frey
accounting & internal controls, financial	Beat Siegrist
health
Compensation and Human Ressource	Beat Siegrist, Chairman
Committee	Dr. Reto Suter
Compensation and benefits, nomination,	Lukas Winkler
career development, goal setting, culture
Sustainability Council	Lukas Winkler, Lead
Formally established in 2023, this Council	Dr. Reto Suter
defines roadmap, reviews targets, studies	Matthias Tröndle, CFO
the regulatory developments in the ESG
area, supports Audit Committee in
non-financial reporting.

The Audit Committee

The Audit Committee consists of three non-executive members of the Board of Directors. Currently, the Audit Committee is comprised of the following members:

Dr. Reto Suter, Chairman

Vanessa Frey

Beat Siegrist

The responsibilities of the Audit Committee include:

• Recommending to the Board of Directors the inde- pendent public accountants to be selected to conduct the annual audit of our books and records;
• Reviewing the proposed scope of such audit and approving the audit fees to be paid;
• Reviewing the adequacy and effectiveness of our accounting and internal financial controls with the independent public accountants and our financial and accounting staff;
• Reviewing and approving transactions between the Company, its directors, officers and affiliates; and
• Reviewing and reassessing, on an annual basis, the adequacy of our audit committee charter.

The Compensation and Human Resources Committee

The Compensation and Human Resources Committee is to provide a general review of our compensation and benefit plans to ensure they meet corporate financial and strategic objectives, as well as to make recommendations to the Board regarding appointment, dismissal and career development of executive management positions. The responsibilities of the Compensation and Human Resources Committee also include the goal settings and the administration of employee incentive plans. The Compensation and Human Resources Committee consists of three non-executive members of the Board of Directors. Currently, the Compensation and Human Resources Committee is comprised of the following members:

Beat Siegrist, Chairman

Dr. Reto Suter

Lukas Winkler

21

Corporate Governance

Frequency of Meetings of the Board of Directors and its Committees

The Board of Directors holds four or more meetings per year and additional ad hoc meetings and conference calls as necessary. The Audit Committee holds three meetings per year in addition to five virtual meetings. The Compensation and Human Resources Committee holds three or more meetings per year in addition to one virtual meeting.

The following table does not include preparation of meetings, travel time as well as various separate meetings:

• Meetings with audit firm
• Meetings with Group Management
• Meetings with shareholders

Number of meetings and conference calls in 2023:

			Compen-
			sation and
			Human
	Board of	Audit	Resources
	Directors	Committee	Committee
Number of physical meetings	3	2	2
in 2023
Approx. average duration of	7.3h	1.4h	3.7h
physical meetings (in hours)
Dr. Richard Fischer (until	0	0	0
March 30,2023)
Vanessa Frey	3	2	2
Dr. Beat E. Lüthi	3	2	2
Beat Siegrist	3	2	2
Dr. Reto Suter	3	2	2
Lukas Winkler	3	2	2
(as of March 30, 2023)
KPMG calling in	0	2	0

				Compen-
				sation and
				Human
		Board of	Audit	Resources
		Directors	Committee	Committee
	Number of virtual meeting	0	4	0
in 2023
	Approx. average duration	0h	0.5h	0h
of virtual meetings (in hours)
	Dr. Richard Fischer	0	1	0
(until March 30,2023)
	Vanessa Frey	0	3	0
	Dr. Beat E. Lüthi	0	4	0
	Beat Siegrist	0	4	0
	Dr. Reto Suter	0	4	0
	Lukas Winkler	0	3	0
(as of March 30, 2023)
	KPMG	0	1	0
	Number of hybrid meetings	2	2	2
in 2023
	Approx. average duration	1.0h	1.3h	0.5h
of hybrid meetings (in hours)
Dr. Richard Fischer	1	1	1
(until March 30,2023)
	Vanessa Frey	2	2	2
	Dr. Beat E. Lüthi	2	2	2
	Beat Siegrist	2	2	2
	Dr. Reto Suter	2	2	2
	Lukas Winkler	1	1	1
(as of March 30, 2023)
	KPMG	0	1	0

The meetings took place in Buchs (Switzerland), Obbürgen (Switzerland), Cologne (Germany) and Syracuse (USA).

22

Corporate Governance

The Company's Board of Directors is composed of:

Dr. Beat E. Lüthi, Citizen of Switzerland, 1962 Chairman of the Board of Directors

Educational Background

1980-1986 Swiss Federal Institute of Technology, ETH, Master in Electrical Engineering

1987-1990 Ph.D. at ETH / BWI on "Management of Industrial Software Projects"

1994 INSEAD, Fontainebleau France, International Executive Program

Executive Experience

1987-1990 Zellweger Uster, Project Manager

1990-1998Mettler-Toledo, Business Unit Manager

1994-1998Mettler-Toledo (Switzerland) AG,

General Manager

1998-2002 Feintool International, CEO and Member

of the Board

2002-2007Mettler-Toledo, Laboratory Division CEO

Since 2007 CTC Analytics AG, CEO and Member of

the Board

Previous Board Mandates

2002-2005 Soudronic AG, Member

2007-2010 Uster Technologies AG, Member

2007-2011 Addex Pharma SA, Member

2002-2013 Bossard AG, Member

2017-2020 Orell Füssli Holding AG, Member

2010-2023 Straumann AG, Member

Current Board Mandates

Since 2012 INFICON HOLDING AG, Chairman Since 2021 Skan AG, Member

Vanessa Frey, Citizen of Switzerland, 1980 Director, Member of the Audit Committee

Educational Background

2000-2002 University of St. Gallen, Switzerland

Undergraduate Studies in Economics,

Business Administration and Law

2003-2004 Stockholm School of Economics, Sweden Master of Science in International Economics and Business Major in Finance

Executive Experience

2004-2006 Handelsbanken Capital Markets, Corporate Finance, Stockholm, Sweden

2007 HSZ Group, Asset Manager, Hong Kong Since 2007 Corisol Holding AG, Family Office, Zug, CEO

Previous Board Mandates

2010-2011 South Pole Carbon Asset Management 2010-2012 Absolute Invest, Member 2012-2018 Garaventa Lift AG, Vice Chairwoman 2016-2019 Zur Rose Group AG, Member

Current Board Mandates

Since 2002 Corisol Holding AG, Member Since 2008 Swiss Small Cap Invest, Member Since 2008 KWE Beteiligungen AG, Member Since 2012 INFICON HOLDING AG, Member Since 2014 Schweiter Technologies AG, Member Since 2018 Tata 1mg, Member

Since 2023 Avilan Ocean Foundation, Chairwoman Since 2023 fit4future Foundation, Chairwoman

Beat Siegrist, Citizen of Switzerland, 1960 Director, Member of the Audit Committee, Chairman of the Compensation and Human Resources Committee

Educational Background

1980-1985 Swiss Federal Institute of Technology, ETH, Master in Electrical Engineering 1987-1988 INSEAD, Fontainebleau France, MBA

Executive Experience

1985-1986 Contraves AG (Defense Equipment),

Development Engineer

1987-1993 McKinsey&Co. (Consulting), first McKinsey Fellows in Switzerland, Consultant and Project Manager

1993-1995 Outsourcing AG (Reorganisation and Out- sourcing of Productions), Founder and CEO

1996-2008 Schweiter Technologies (Machinery Equipment for Textiles, Semiconductor and Optics), CEO

2008-2012 Essilor (Ophthalmic Lens Manufacturer), Member of the Executive Team and President of machinery division Satisloh, which was sold to Essilor from Schweiter Technologies

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