Komax : 12 April 2023 – Annual General Meeting of Komax Holding AG Invitation

TO

ORDINARY ANNUAL

GENERAL

MEETING

WEDNESDAY 12 APRIL 2023 4:00 P.M.

Culture and Convention Centre Lucerne Europaplatz 1, 6005 Lucerne

Doors open at 3:00 p.m.

• Ordinary Annual General Meeting 2023

DEAR SHAREHOLDER

The Komax Group proved successful in a turbulent market environment in 2022. Record figures were achieved for both order intake and revenues and profitability was significantly improved. The Board of Directors is proposing an increase in the dividend to CHF 5.50.

The 2022 reporting year was significantly influenced by the combination of Komax and Schleuniger, the war in Ukraine, and the trend towards greater automation in wire processing. The order intake was significantly higher at CHF 678.1 million, an increase of 40.6% on the previous year (2021: CHF 482.4 million). Komax received orders for over CHF 599.7 million. Schleuniger contributed CHF 78.4 million to the order intake between its consolidation at the start of September and the end of 2022.

Overall, the Komax Group coped with the challenging supply chain situation very well, and generated record revenues of CHF 606.3 million in 2022, which equates to a year-on-year rise of 44.0% (2021: CHF 421.1 million). The Komax Group also improved profitability in 2022, which was due in particular to the higher revenues and advantageous product mix associated with orders received in connection with the war in Ukraine. Operating profit (EBIT) rose accordingly, by a full 60.1% to CHF 71.7 million (2021: CHF 44.8 million).

Group earnings after taxes (EAT) came in at CHF 51.8 million (2021: CHF 30.4 million) - an increase of 70.4%.

As a result of the company's success in the financial year, the Board of Directors is proposing to the Annual General Meeting an increase in the dividend to CHF 5.50 (pre- vious year: CHF 4.50). This corresponds to a payout ratio of 54.5%. The Komax Group is therefore adhering to its strategic target of paying out 50-60% of EAT to sharehol- ders. Half of this figure of CHF 5.50 will be distributed from capital contribution reser- ves, and will therefore be tax-free for natural persons domiciled in Switzerland who hold the shares as part of their private assets.

Komax Holding AG

On behalf of the Board of Directors

Dr. Beat Kälin

Chairman

Dierikon, 13 March 2023

• Ordinary Annual General Meeting 2023

AGENDA AND PROPOSALS OF THE BOARD OF DIRECTORS

1. Approval of the Annual Report as well as the financial statements of Komax

Holding AG and consolidated financial statements for the 2022 financial year The Board of Directors proposes approval.

PricewaterhouseCoopers AG, as auditor of Komax Holding AG, recommends without reservation in its reports to the Annual General Meeting that the consolidated financial statements and annual financial statements of Komax Holding AG be approved.

2. Discharge of the Board of Directors and Executive Committee

The Board of Directors proposes that discharge be granted to its members as well as the members of the Executive Committee for their activities in the 2022 financial year (in a single vote for all members of the Board of Directors and the Executive Committee).

3. Appropriation of profit for the 2022 financial year

The Board of Directors proposes to the Annual General Meeting the following appropriation of profit:

in CHF

Balance carried forward from previous year

Earnings after taxes

Withdrawal from capital contribution reserves

Release of free reserves

Total at the disposal of the Annual General Meeting

Distribution from capital contribution reserves (exempt from withholding tax) of CHF 2.75 per registered share1

Dividend of CHF 2.75 (gross) per registered share1

Allocation to free reserves

Profit carried forward

Total

• The distribution requirement applies to all outstanding registered shares.

21 546

768 844

14 116 666

13 326 276

28 233 332

14 116 666

14 116 666

0

0

28 233 332

If the proposal is approved, a distribution of CHF 5.50 per dividend-entitled share will be paid out on Tuesday 18 April 2023.

4. Elections

4.1 Re-elections to the Board of Directors

The Board of Directors proposes in individual votes the re-election of

• Dr. Beat Kälin as Chairman of the Board of Directors
• David Dean as member of the Board of Directors
• Dr. Andreas Häberli as member of the Board of Directors
• Kurt Haerri as member of the Board of Directors
• Dr. Mariel Hoch as member of the Board of Directors

• Ordinary Annual General Meeting 2023
• • Prof. Dr. Roland Siegwart as member of the Board of Directors
  • Dr. Jürg Werner as member of the Board of Directors

for a period of office extending until the conclusion of the next Annual General Meeting.

4.2 Re-elections to the Remuneration Committee

The Board of Directors proposes in individual votes the re-election of

• Dr. Andreas Häberli as member of the Remuneration Committee
• Dr. Beat Kälin as member of the Remuneration Committee
• Prof. Dr. Roland Siegwart as member of the Remuneration Committee

for a period of office extending until the conclusion of the next Annual General Meeting.

The Board of Directors intends to reappoint Prof. Dr. Roland Siegwart as chair of the Remuneration Committee.

4.3 Re-election of the independent proxy

The Board of Directors proposes the re-election of the law firm Tschümperlin Lötscher Schwarz AG, Lucerne, as independent proxy until the conclusion of the next Annual General Meeting.

Tschümperlin Lötscher Schwarz AG is represented by Thomas Tschümperlin, lawyer and notary, Lucerne. Neither Thomas Tschümperlin nor any lawyers working at Tschümperlin Lötscher Schwarz AG maintain any close relationships with management bodies or significant shareholders of Komax Holding AG, nor do they have any significant commercial relationships with Komax Holding AG that go beyond the mandate of acting as independent proxy.

4.4 Re-election of the external auditors

The Board of Directors proposes that PricewaterhouseCoopers AG, Basel, be elected auditors for a period of one year.

PricewaterhouseCoopers AG, Basel, are the statutory auditors to Komax Holding AG and auditors of the Komax Group's consolidated financial statements. Pricewaterhouse- Coopers AG, Basel, have confirmed to the Board of Directors of Komax Holding AG that they have the required independence to carry out such a mandate.

5. Compensation

5.1 Advisory vote on the Compensation Report for the 2022 financial year

The Board of Directors proposes that the Compensation Report for the 2022 financial year be approved in a non-binding advisory vote.

Notes on the proposal

The Compensation Report provides an overview of the compensation principles and programs applicable to the Board of Directors and the Executive Committee of the Komax Group, as well as details related to the compensation awarded to these two bodies for the 2022 financial year. The vote on the Compensation Report for the 2022 financial year is consultative.

The Compensation Report can be found as a separate chapter in the 2022 Annual Report and online at www.komaxgroup.com/agm.

• Ordinary Annual General Meeting 2023
  5.2 Approval of the total compensation payable to the Board of Directors for

the 2024 financial year

The Board of Directors proposes that the total compensation payable to the Board of Directors for the 2024 financial year, amounting to a maximum of CHF 1 230 000, be approved.

Notes on the proposal

The proposed amount of compensation payable for the 2024 financial year includes the basic annual fee and share-based compensation (including compensation for work on the committees of the Board of Directors). It is based on a body size of seven members, and can be broken down as follows:

in CHF

Basic annual fee in cash1

Share-based compensation2

Total

1 000 000

230 000

1 230 000

• Contains flat-rate expenses and employer contributions to social insurance amounting to around CHF 75 000.

• Market value at time of allocation. This figure does not take into consideration changes to the share price during the lock-in period.

The compensation actually awarded, including the non-binding breakdown of individual compensation components listed in the table above, will be disclosed in the 2024 Compensation Report and submitted to shareholders at the 2025 Annual General Meeting for an advisory vote.

5.3 Approval of the total compensation payable to the Executive Committee for the 2024 financial year

The Board of Directors proposes that the total compensation payable to the Executive Com- mittee, amounting to a maximum of CHF 6 950 000 for the 2024 financial year, be approved.

Notes on the proposal

The proposed amount of compensation payable for the 2024 financial year can be broken down as follows:

in CHF

Fixed compensation in cash

Variable compensation (cash bonus)1

Performance share units (PSUs)2

Social benefits3

Total

2 400 000

2 000 000

2 050 000

500 000

6 950 000

• Maximum variable compensation at maximum performance achievement level

• The compensation amount of PSUs is calculated on the basis of the fixed allocation amount and the share price at the time of allocation. This figure assumes maximum performance achievement, under which the target number of originally allocated PSUs is multiplied by a payout factor of 150%. This figure does not take into consideration changes to the

share price during the vesting period.

• Contains mandatory employer contributions to social insurance as well as contributions to occupational benefits (BVG). This amount entitles members of the Executive Committee to draw the maximum insured pension benefits in the future.