Komax : 12 April 2023 – Annual General Meeting of Komax Holding AG Notes on the amendments of the Articles of Association

ON THE

AMENDMENTS OF ARTICLES ASSOCIATION

• Ordinary Annual General Meeting 2023 - Notes on the amendments of the Articles of Association

NOTES ON THE AMENDMENTS OF THE ARTICLES OF ASSOCIATION

On 19 June 2020, Switzerland's Parliament approved the revision of the legislation on companies limited by shares as set forth in the Swiss Code of Obligations (hereinafter, "the revision of the Code of Obligations"). This includes improving the protection of minority shareholders and modernizing the provisions on how General Meetings can be held. There are also new options for the creation and use of share capital. In addition, the Ordinance against excessive remuneration in listed companies limited by shares, which came into force on 1 Ja- nuary 2014, has now been transposed into the revised Code of Obligations, with some amendments being made to the previous provisions. The Federal Council enacted the majority of the new provisions with effect from 1 January 2023. Companies are being granted a transitional period of two years in which to adapt their articles of association.

In compliance with the new provisions, the Board of Directors is submitting to the General Meeting a revised version of the Articles of Association, which implements the requirements of the revision of the Code of Obligations and takes account of current best practice in corporate governance. The Board of Directors would also like to use the opportunity to make a number of linguistic modifications to the Articles of Association.

The proposed amendments to the Articles of Association are explained below. The changes to the text of the Articles of Association are highlighted, with deletions shown in blue strike-through and additions in blue.

The invitation to the Annual General Meeting on 12 April 2023 with all agenda items is available on the Komax Group website (www.komaxgroup.com/agm).

1. Agenda item 6.1 - capital band (Section 3a)

The revision of the Swiss Code of Obligations introduces the new instrument of the capital band. The capital band allows for greater flexibility in adjusting capital and in the procedures for capital increases and capital reductions. The Board of Directors thus has broader competence when it comes to financing investment projects, as it can access both shareholders' equity and debt capital. The Board of Directors has taken a conscious decision not to make use of the full scope of the new options available and is thus limiting the capital band to a ti- meframe of three years and the extent of capital increases to a maximum of 10% of share capital. The Board of Directors excludes capital reductions.

2. Agenda item 6.2 - Board of Directors, Executive Committee: external man- dates, remuneration, and compensation for non-competition clauses

1. External mandates of members of the Board of Directors (Section 21)

The revision of the Code of Obligations has redefined external mandates. The change to this provision takes account of this element. It is now made clearer that the number of additional mandates at listed companies and non-listed companies is limited to a total of nine mandates for the Board of Directors. As has been the case previously, the number of additional mandates at listed companies is limited to four mandates for the Board of Directors. This means that should there be fewer than four additional mandates at listed companies, additional mandates may be exercised at non-listed companies instead.

• Ordinary Annual General Meeting 2023 - Notes on the amendments of the Articles of Association
  b. Coverage and instruments for compensating the Board of Directors and the

Executive Committee (Section 25)

These amendments standardize the Articles of Association within the framework of the amend- ments. In addition, the specific instruments used for the employee participation program, i.e. performance share units, are now set out in due form.

1. External mandates, contracts, and compensation for non-competition clauses for the Executive Committee (Section 26)

Following the revision of the Code of Obligations, the statutory provisions relating to external mandates are being extended to members of the Executive Committee. Furthermore, mandates have been legally redefined in this connection. The amendment of this provision reflects these changes. It is now also made clear that the number of additional mandates for listed and non-listed companies is limited to a total of four mandates for the members of the Executive Committee. As has been the case previously, the number of additional mandates for listed companies is limited to two mandates for the members of the Executive Committee. This means that should there be fewer than two additional mandates in listed companies, additional mandates may be exercised in non-listed companies instead. Paragraph 3 has also been added to this Section of the Articles of Association, introducing a rule on compensation for non-competition clauses. Any compensation for non-competition clauses must be calculated on the basis of the average annual compensation for the last three years and must be commercially justified. In addition, linguistic modifications have been made in order to align the Articles of Association with the wording of the legislation.

3. Agenda item 6.3 - sustainability (Section 2a)

The introduction of this provision into the Articles of Association aims to underscore the Komax Group's already declared strategic principle of sustainability.

4. Agenda item 6.4 - place of jurisdiction (Section 31)

The introduction of this provision seeks to state more clearly that the place of jurisdiction at the company's registered office is the sole place of jurisdiction. This point is made clearer against the backdrop of the introduction by the new revised law on companies limited by shares of the possibility for disputes to be settled by arbitration. This possibility is, however, not recommended for listed companies.

5. Agenda item 6.5 - amendments in line with the revised legislation, stream- lining, electronic means, and wording

Agenda item 6.5 summarizes all other amendments. These changes bring the Articles of Association into line with the revised legislation and allow them to be streamlined at the same time. They also cover the implementation of new, modernized options for the use of electronic means. Linguistic modifications have also been made.

1. Elimination of the acquisition of assets (Section 4)

This paragraph can be deleted following the change in the law, and thus facilitates the streamlining of the Articles of Association.

• Ordinary Annual General Meeting 2023 - Notes on the amendments of the Articles of Association

1. Entry in the share register (Section 6)

The Articles of Association now provide for the shareholder's email address to be recorded in the share register and to be considered the legally valid address for correspondence, in addition to the last reported address of the shareholder. Further additions to the Articles of Association reflect the amendments to the legislation.

1. Powers of the General Meeting, thresholds, and requests for items to be placed on the agenda (Section 8)

The purpose of these additions is to bring the Articles of Association into line with amendments to the legislation. These include improvements to the protection of minority shareholders.

1. Convening the General Meeting (Section 9)

New options for communicating via electronic means have been introduced in the revision of the Code of Obligations, so the Articles of Association are being amended to enable these options to be utilized. The rules on the content of the notice convening the meeting are also being adapted to comply with the revised legislation.

1. Venue and hybrid General Meeting (Section 9a)

The revision of the Code of Obligations has brought the law on companies limited by shares into line with developments in digitalization and accordingly provides companies with more flexibility in how they hold their General Meetings. The law now provides the option for shareholders who cannot physically attend General Meetings to exercise their rights electronically ("hybrid General Meeting"). If the hybrid option is chosen, the Board of Directors must ensure that all shareholders have the same rights, irrespective of the form in which the meeting is attended. The introduction of this provision brings the Articles of Association into line with the revised legislation. The aim of this provision is to make it clearer that the law now makes meetings held in this form possible.

1. Voting rights and representation of shareholders (Section 10)

Up until now, the ways in which shareholders could be represented at the General Meeting were limited. The amendment of this provision enables shareholders to be represented by a representative of their choice.

1. Passing of resolutions by the General Meeting (Section 11)

The purpose of these additions is to adapt the Articles of Association to reflect amendments to the legislation.

1. Additional amount for later appointments to the Executive Committee and

majority required to pass resolutions (Section 13)

The purpose of these additions is to adapt the Articles of Association to reflect amendments to the legislation more precisely.

• Ordinary Annual General Meeting 2023 - Notes on the amendments of the Articles of Association

1. Composition of the Board of Directors (Section 15)

The purpose of these additions is to adapt the Articles of Association to reflect amendments to the legislation.

1. Meetings and minutes of the Board of Directors (Section 17)

The purpose of these additions is to adapt the Articles of Association to reflect amendments to the legislation.

1. Passing of resolutions by the Board of Directors (Section 18)

The purpose of these additions is to adapt the Articles of Association to reflect amendments to the legislation. Furthermore, the Board of Directors can now also utilize the new options for the use of electronic means that were introduced in the revision of the Code of Obligations.

1. Duties of the Board of Directors (Section 19)

The purpose of these additions is to adapt the Articles of Association to reflect amendments to the legislation.

1. Notices to shareholders (Section 29)

New options for communicating via electronic means have been introduced in the revision of the Code of Obligations, so the Articles of Association are being amended to enable these options to be utilized.

1. Linguistic modifications (Sections 5, 12, 16, 20, 23, and 28)

The changes to this provision consist of amendments to the wording and the use of gender- neutral language.

Linguistic modifications have also been made to the aforementioned Sections 6, 8, 9, 10, 11, 15, 17, 18, 21, and 25.

The sections referred to regarding linguistic modifications correspond to the German version of the Articles of Association.