VAT : Invitation to VAT Annual General Meeting 2021

VAT ANNUAL

GENERAL

2021MEETING:

Tuesday, May 18, 2021

VAT Group AG, Seelistrasse 1, 9469 Haag SG

Dear shareholders,

Due to the current uncertainty surrounding the corona crisis and in line with COVID-19 Ordinance 3 of the Swiss Federal Council, VAT's Board of Directors decided that shareholders will not be allowed to attend the VAT Annual General Meeting in person on May 18, 2021.

The health and well-being of our employees, customers, suppliers and shareholders is of utmost importance to us and we therefore ask our shareholders to cast their votes via the Independent Proxy and submit questions in writing no later than May 7, 2021, to Michel Gerber, Head Communications & Investor Relations, Seelistrasse 1, 9469 Haag SG. Submitted questions and their answers will be included in the AGM minutes to be published following the meeting.

We regret having to take this decision and are looking forward to returning to a normal AGM in 2022.

Haag, April 23, 2021

Dr. Martin Komischke Chairman of the Board of VAT

PASSION. PRECISION. PURITY.

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2 VAT GROUP AG

ANNUAL GENERAL MEETING 2021

AGENDA AND PROPOSALS

Agenda and Proposals

1. Approval of 2020 Annual Report

ProposalThe Board of Directors proposes that the Annual General Meeting approves the 2020 Annual Report, the statutory financial statements of VAT Group AG and the consolidated financial statements for the 2020 financial year and acknowledges receipt of the audit report.

1. Appropriation of Results and Distribution of a Dividend

1. Appropriation of Results
   ProposalThe Board of Directors proposes that the Annual General Meeting approves that the accumulat- ed profit of CHF 320,807,607 (comprising retained earnings of CHF 166,398,304 carried forward from the previous year and the gain for the period 2020 of CHF 154,409,303) be carried forward to the new ac- count.

2.2. Dividend Distribution

ProposalThe Board of Directors proposes to the Annual General Meeting to pay a dividend of CHF 4.50 per registered share, CHF 2.25 from accumulated gains and CHF 2.25 from reserves from capital contribu- tions.

If this proposal is approved, the distribution from accumulated gains and from reserves from capital contribution will be made on May 25, 2021. The CHF 2.25 paid from reserves from capital contribution will be free of Swiss federal withholding tax and will not be subject to income tax for Swiss resident individuals holding shares as a private investment. The last trading day with entitlement to receive a distribution is May 19, 2021. The shares will be traded ex-dividend as of May 20, 2021.

1. Discharge of the Members of the Board of Directors and the Group Executive Committee ProposalThe Board of Directors proposes that the Annual General Meeting grants discharge to all mem- bers of the Board of Directors and of the Group Executive Committee (GEC) for the 2020 financial year in a single vote.
2. Elections

1. Re-electionof the Chairman of the Board of Directors and further Members of the Board of Directors

1. Re-electionof Martin Komischke as member of the Board of Directors and Chairman of the Board of Directors
   ProposalThe Board of Directors proposes that the Annual General Meeting re-elects Martin Komischke as member of the Board of Directors and Chairman of the Board of Directors until the end of the next Annual General Meeting.

4.1.2. Re-election of Urs Leinhäuser as member of the Board of Directors

ProposalThe Board of Directors proposes that the Annual General Meeting re-elects Urs Leinhäuser as member of the Board of Directors until the end of the next Annual General Meeting.

4.1.3. Re-election of Karl Schlegel as member of the Board of Directors

ProposalThe Board of Directors proposes that the Annual General Meeting re-elects Karl Schlegel as member of the Board of Directors until the end of the next Annual General Meeting.

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VAT GROUP AG 3

ANNUAL GENERAL MEETING 2021

AGENDA AND PROPOSALS

4.1.4. Re-election of Hermann Gerlinger as member of the Board of Directors

ProposalThe Board of Directors proposes that the Annual General Meeting re-elects Hermann Gerlinger as member of the Board of Directors until the end of the next Annual General Meeting.

4.1.5. Re-election of Heinz Kundert as member of the Board of Directors

ProposalThe Board of Directors proposes that the Annual General Meeting re-elects Heinz Kundert as member of the Board of Directors until the end of the next Annual General Meeting.

4.1.6. Re-election of Libo Zhang as member of the Board of Directors

ProposalThe Board of Directors proposes that the Annual General Meeting re-elects Libo Zhang as member of the Board of Directors until the end of the next Annual General Meeting.

4.1.7. Re-election of Daniel Lippuner as member of the Board of Directors

ProposalThe Board of Directors proposes that the Annual General Meeting re-elects Daniel Lippuner as member of the Board of Directors until the end of the next Annual General Meeting.

4.2. Re-election of the Members of the Nomination and Compensation Committee

ProposalThe Board of Directors proposes that the Annual General Meeting re-elects individually the following persons each as members of the Nomination and Compensation Committee until the end of the next Annual General Meeting:

1. Re-electionof Martin Komischke as member of the Nomination and Compensation Committee
2. Re-electionof Karl Schlegel as member of the Nomination and Compensation Committee
3. Re-electionof Heinz Kundert as member of the Nomination and Compensation Committee

5. Re-election of the Independent Proxy

ProposalThe Board of Directors proposes that the Annual General Meeting re-elects Roger Föhn, attorney -at-law, Kalchbühlstrasse 4, 8038 Zurich, as Independent Proxy from May 18, 2021, until the end of the next Annual General Meeting.

6. Re-election of the Statutory Auditors

ProposalThe Board of Directors proposes that the Annual General Meeting re-elects KPMG AG, St. Gallen, as Statutory Auditors for the financial year 2021.

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4 VAT GROUP AG

ANNUAL GENERAL MEETING 2021

AGENDA AND PROPOSALS

7. Compensation

7.1. Consultative Vote on the Compensation Report for the Financial Year 2020

ProposalThe Board of Directors recommends that the Compensation Report 2020 contained in the An­ nual Report be approved (consultative vote).

ExplanationsThe Compensation Report incorporates the basic principles for the compensation of the Board of Directors and the Group Executive Committee, as well as the remuneration awarded to the members of these two bodies for the financial year 2020. The Board of Directors is submitting the Compensation Report to shareholders for a consultative vote. The Compensation Report can be found on pages 60 to 72 of the Annual Report. The Annual Report can be accessed on the internet at www.vatvalve.com/Investor- Relations/investor-relations/financial-reports.

7.2. Approval of actual Short-Term Variable Compensation (STI) of the Group Executive Committee (GEC) for the Financial Year 2020

ProposalThe Board of Directors proposes that the shareholders approve the actual amount of CHF 650,140 for the short-term variable compensation of the GEC for the financial year 2020.

ExplanationsPursuant to the Articles of Association, shareholders annually approve the effective short- term variable compensation amount of the GEC for the previous financial year.

In 2020, the business performance was marked by the significant cyclical recovery in capex mainly in the semiconductor market. The Group's net sales for the year increased by 21.4% to CHF 692 million. Reflecting the strong business performance, VAT posted an all-time record EBITDA margin of 31.4%. While the EBIT- DA, free cash flow and specification wins targets outperformed, the individual performance ranged from 86% to 126% of target for the GEC members. There was no discretion applied by the Board when determining the final performance achievements for 2020.

The effective short-term variable compensation amount of CHF 650,140 for the GEC for the financial year 2020 is disclosed in the Compensation Report on pages 69 ff.

7.3. Approval of the Maximum Aggregate Amount of Fixed Compensation of the GEC for the Financial Year 2022

ProposalThe Board of Directors proposes that the shareholders approve a maximum aggregate amount of CHF 1,990,000 for the fixed compensation of the GEC for the financial year 2022.

ExplanationsPursuant to the Articles of Association, shareholders annually approve the maximum aggregate amount of fixed compensation of the GEC for the next financial year.

The compensation policy of VAT is designed to support the business strategy of the company and to motivate executives to achieve the long-term goals of the company. The compensation of the GEC members is well balanced between fixed and variable compensation components, as well as between short-term and long-term incentives, so that their interests are aligned to those of our shareholders.

The amount of CHF 1,990,000 has been calculated on the basis of the compensation structure disclosed in the Compensation Report for three GEC members. The proposed amount remains unchanged compared to the total amount approved for the previous year by the Annual General Meeting 2020. It takes into consideration the current composition of the GEC. It includes annual base salaries for the GEC, estimated social security costs and a reserve for unforseen circumstances. There are no changes expected to the overall compensation structure of the GEC. Further details can be found on pages 69 to 71 of the Compensation Report.

The fixed compensation actually paid to GEC members in financial year 2022 will be disclosed in the 2022 Compensation Report, which will be submitted to a consultative vote by the shareholders.

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VAT GROUP AG 5

ANNUAL GENERAL MEETING 2021

AGENDA AND PROPOSALS

7.4. Approval of the Maximum Aggregate Amount of Long-Term Incentive (LTI) Compensation of the GEC for the Financial Year 2022

ProposalThe Board of Directors proposes that the shareholders approve a maximum aggregate amount of CHF 1,700,000 for the long-term incentive (LTI) compensation of the GEC for the financial year 2022.

ExplanationsPursuant to the Articles of Association, shareholders annually approve the maximum aggregate amount of LTI compensation of the GEC for the next financial year.

The amount of CHF 1,700,000 has been calculated on the basis of the compensation structure disclosed in the Compensation Report for three GEC members. The proposed amount remains unchanged compared to the maximum aggregate amount approved for the previous year by the Annual General Meeting 2020. The amount takes into consideration the current composition of the GEC and assumes a maximum payout factor of 200%. The LTI compensation actually to be granted to the GEC members in financial year 2022 will be disclosed in the 2022 Compensation Report, which will be submitted to a consultative vote by the share- holders.

7.5. Approval of the Maximum Aggregate Amount of Compensation of the Board of Directors from the Annual General Meeting of 2021 to the Annual General Meeting of 2022

ProposalThe Board of Directors proposes that a maximum aggregate amount of compensation of CHF CHF 1,101,000 of the Board of Directors be approved for the term of office from the Annual General Meeting 2021 to the Annual General Meeting 2022.

ExplanationsPursuant to the Articles of Association, shareholders annually approve the maximum aggregate amount of compensation of the Board of Directors for the term of office until the next Annual General Meeting of shareholders.

In order to strengthen their independence, members of the Board of Directors of VAT receive a fixed com- pensation, delivered in cash (70%) and restricted shares (30%), as well as lump sum expenses. In exceptional cases, members of the Board may receive additional compensation for special tasks going beyond their role as member of the Board of Directors. Members of the Board of Directors do not receive any performance -related compensation. Any pension participation required to comply with local regulation, is financed by the board members at their own expense.

The amount of CHF 1,101,000 has been calculated for seven members of the Board of Directors on the basis of the compensation structure disclosed in the Compensation Report, including ten days of special work and a reserve for unforeseen circumstances. The increase of the proposed maximum aggregate amount of 9% is due to the increase of the fees for the BoD chair, membership and committee membership. Given that these fees were considerably below market median, a first adjustment of the overall Board compensation since the IPO is deemed appropriate. Further details on the compensation for the Board of Directors can be found on pages 68 to 69 of the 2020 Compensation Report. The compensation actually paid will be disclosed in the 2021 and 2022 Compensation Reports, which will be submitted to a consultative vote by the shareholders.

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