Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 1
Remuneration ReportIntroduction 3
Basic principles of remuneration 3
Remuneration of the Board of Directors 4
Remuneration of Group Management 6
---Report of the statutory auditor to the General Meeting 13
of INTERROLL HOLDING AG, Sant'Antonino
Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 2
--- At a glance Board compensationThe total compensation of the Board of Directors for the 2025-2026 term of office of CHF 1,026,000 was within the maximum amount of CHF 1,100,000 approved at the AGM 2025 on June 6, 2025:
Group Management compensationDefinition | Instrument | Purpose |
Fixed remuneration | Monthly cash payments | Remuneration for performance of the function and all qualifications required to perform the role |
The compensation of Group Management for the financial year 2025 was structured as follows:
Shares / | Social security | Total | Variable remuneration (Short-Term Incentive) | Annual cash payment (which may, at the discretion of the respective member of | Remuneration for the achievement of financial and individual targets | |||
in thousands CHF | Cash | options | contributions1) | Other benefits | remuneration | Group Management, also be paid partly or | in the reporting year, which are set | |
Paul Zumbühl | entirely in shares) which are subject | annually on the basis of the budget | ||||||
2025 C 442 - 442
2024 C 340 - 340
Markus Asch 2)
2025 - - -
Variable remuneration (Long-Term Incentive)
to a four-year blocking period
Annual allocation of shares which are subject to a four-year blocking period
for the relevant financial year
Remuneration for the achievement of long-term financial targets in the reporting year, which are set
on the basis of a five-year plan and
2024 Elena Cortona | VC, CRC | 160 | 15 | 175 | fixed for a period of five years Promoting sustainable results and a long-term focus on the interests | ||
2025 | VC, CSC | 160 | 14 | 174 | of stakeholders | ||
2024 | CSC | 118 | 10 | 128 | Social security contributions Social security and pension plan | Protection against disability risk and | |
Stefano Mercorio | and other benefits contributions and non-monetary benefits | retirement provision | |||||
2025 | CAC, RC | 128 | 16 | 144 | |||
2024 | RC, AC | 128 | 16 | 144 | The total compensation of Group Management for the financial year 2025 was CHF 4.9 million | ||
Susanne Schreiber | compared to the CHF 5.8 million approved at the AGM 2025 on June 6, 2025: | ||||||
2025 | CRC, AC | 128 | 11 | 139 | |||
2024 | CAC | 118 | 10 | 128 | ||
Ingo Specht 3) | ||||||
2025 | SC | 118 | 10 | 128 | ||
2024 | SC | 118 | 10 | 128 | ||
Total Board of Directors | ||||||
2025 | 976 | - | 50 | - | 1,026 | |
2024 | 981 | - | 62 | - | 1,043 |
in thousands CHF | Base salary | STI in cash1) | STI in shares 2) | LTI in shares 2) | Social security contributions3) | Other benefits | Total remuneration |
CEO (highest) | |||||||
2025 (01 - 10) | 459 | 175 | - | 75 | 157 | 25 | 891 |
2025 (03 - 12) | 625 | 372 | 45 | 208 | 191 | 25 | 1,466 |
2024 | 550 | 232 | 20 | 39 | 161 | 30 | 1,032 |
Other members | |||||||
2025 | 1,572 | 298 | 195 | 67 | 281 | 123 | 2,535 |
2024 | 1,313 | 316 | 253 | 102 | 235 | 120 | 2,339 |
Total Group Management | |||||||
2025 | 2,656 | 845 | 240 | 350 | 629 | 172 | 4,892 |
2024 | 1,863 | 548 | 273 | 142 | 396 | 150 | 3,371 |
Remuneration (gross)
C: Chairman of the BoD; VC: Vice Chairman of the BoD; CAC: Chair of the Audit Committee; AC: Audit Committee; CRC: Chair of the Remuneration and Nomination Committee; RC: Remuneration and Nomination Committee; CSC: Chair of the Sustainability Committee; SC: Sustainability Committee.
1) In 2025, the presentation of the remuneration components changed from the net to the gross basis. The social security contributions include only Interroll's contributions to AHV/IV and the pension plan and no longer include contributions from the BoD members, unlike in the prior period. To ensure comparability between the periods, the amounts for the year 2024 are disclosed following the new presentation method.
2) Left the Board of Directors effective March 3, 2025
3) In addition to remuneration as a member of the Board of Directors, Ingo Specht receives remuneration as Managing Director of Interroll SA as follows: 2025 (2024) gross 402 (395), social security contributions 83 (84), other benefits 6 (6), total 491
(485)
2024 = term of office from the 2024 AGM to the 2025 AGM; 2025 = term of office from the 2025 AGM to the 2026 AGM
1) The difference between the provision recognized in the previous year and the bonuses actually paid is offset against the target variable remuneration in the reporting year.
2) For the reporting year, a total of 183 treasury shares were allocated to senior employees as part of bonus plans (previous year: 171 treasury shares) with a restriction period of four years (from the date of allocation). The share-based compensation corresponds to the tax value (see chapter "Share plan for both the STI and LTI" for more information.
3) In 2025, the presentation of remuneration components changed from the net to the gross basis. The social security contributions include only employer contributions to AHV/IV and the pension plan and no longer include employee contributions, unlike in the prior period. To ensure comparability between the periods, the amounts for the year 2024 are disclosed following the new presentation method.
Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 3
--- IntroductionThe Remuneration Report provides information on the principles of the remuneration policy,
the management process, and the remuneration of the Board of Directors of Interroll Holding AG (hereinafter referred to as the Board of Directors) and Group Management of Interroll Holding AG and its subsidiaries (hereinafter referred to as the Interroll Group). It complies with art. 734 et seq.
of the Swiss Code of Obligations ("CO"), the Directive on Information on Corporate Governance of the SIX Swiss Exchange, the principles of the "Swiss Code of Best Practice for Corporate Governance" of Economiesuisse, and the articles of incorporation of Interroll Holding AG ("Articles of Incorporation"). In considering stakeholder feedback, this Remuneration Report 2025 has been further improved in terms of transparency and comprehensibility to ensure the best possible comprehensibility for the reader.
Basic principles of remunerationA fair and transparent remuneration system should contribute to the sustainable development
and safeguarding of the Interroll Group's business success and be in line with the strategic objectives adopted by the Board of Directors. The remuneration system of the Interroll Group is in line with
the corporate strategy. It is designed to reward short- and long-term targets appropriately and in a comprehensible manner, enabling Interroll to attract, develop, train, and retain the best people in their field and in the industry.
The Interroll Group's remuneration policy is based on the following principles:
The remuneration of the Board of Directors comprises exclusively a fixed, task-related remuneration in cash but no variable component. This ensures the independence of the Board of Directors in its supervision of Group Management.
The ratio between fixed and variable remuneration for members of Group Management should be reasonable, balanced, and transparent. This is particularly intended to ensure that the continued success of the company, i.e., the medium- and long-term interests of the company, is not adversely affected by the risk appetite of individuals.
Remuneration takes due account of the individual's responsibility and specific contribution to the company's success as well as the workload of the respective role, thereby ultimately also ensuring that remuneration is competitive.
Share programs are a component of Group Management's remuneration and are intended to reward the achievement of long-term Group targets in the interest of the company's shareholders and to reward long-term entrepreneurial performance.
Organization, responsibilities, and decision-making powers Board of DirectorsThe Board of Directors is responsible for determining the principles of the remuneration policy and the management process. It is supported in this by the Remuneration and Nomination Committee. The Board of Directors decides on the remuneration of the members of the Board of Directors and the total remuneration of Group Management and submits these proposals to the Annual General Meeting (hereinafter also referred to as the AGM) for approval.
In accordance with art. 22bis (Total Remuneration of the Board of Directors and the Management) of the Articles of Incorporation, the Board of Directors determines the fixed remuneration of the members of the Board of Directors for the period until the next AGM and the total remuneration of Group Management for the next financial year, in each case subject to approval by the AGM. Both the fixed remuneration of the Board of Directors and the total remuneration of the CEO are determined by the Remuneration and Nomination Committee and submitted to the Board of Directors for approval. The total remuneration of the other members of Group Management is determined by the CEO and submitted to the Remuneration and Nomination Committee for approval by the Board of Directors.
Remuneration and Nomination Committee
In accordance with the Articles of Incorporation, the Remuneration and Nomination Committee consists of two or more members of the Board of Directors, each of whom is elected individually by the AGM for a term of office until the conclusion of the next AGM.
The Remuneration and Nomination Committee prepares all proposals and decision-making bases for the remuneration of the Board of Directors and Group Management for the attention of the Board of Directors in accordance with art. 23bis (Remuneration Committee) of the Articles of Incorporation. Its main tasks include:
Proposal and regular review of the remuneration policy of the Interroll Group
Proposal and draft of the remuneration regulations for the Board of Directors and Group Management
Proposal and determination of the remuneration principles for the next financial year
Proposal on the remuneration of the members of the Board of Directors
Proposal on the remuneration of the CEO and assessing the CEO proposal of the other members of Group Management
Proposal on the terms of employment, significant changes to existing employment contracts of Group Management, and on other strategic personnel decisions
For information on the number of and attendance at regularly scheduled meetings of the Remuneration and Nomination Committee in the financial year 2025, see page ## of the Corporate Governance Report 2025 of the Interroll Group.
Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 4
---Annual General Meeting
At the Annual General Meeting of Interroll Holding AG on June 12, 2026, the Board of Directors will propose for approval by the Annual General Meeting the maximum possible total remuneration of the Board of Directors for the period until the Annual General Meeting 2027 and the maximum possible total remuneration of Group Management for the financial year 2026. The voting modalities for approving the remuneration of the Board of Directors and Group Management are set out in the Articles of Incorporation under art. 12bis (Remuneration of the Board of Directors and Management). The Articles of Incorporation are available under https://investors.interroll.com/about-interroll/ corporate-governance/downloads
Overview of responsibilities of the Remuneration and Nomination Committee, Board of Directors, and Annual General MeetingStages of authorization Recommendation Review Authorization
Remuneration of the Board of Directors Remuneration modelThe members of the Board of Directors exclusively receive a fixed, task-related remuneration in cash but no variable component. In this way, the Interroll Group ensures the independence of the Board of Directors in its supervision of Group Management. The remuneration of the members of the Board of Directors takes into account the high level of responsibility of the Board of Directors and the functions and duties performed by the respective Board member. The total annual remuneration for each member of the Board of Directors consists of an annual base fee and additional fees for service on committees. It is paid annually in cash in November.
Apart from the reimbursement of actual travel expenses, the members of the Board of Directors do not receive any lump-sum compensation for business expenses. With the payment of the annual total remuneration to the members of the Board of Directors of Interroll Holding AG, all mandates held by
Principles of remuneration
(Articles of Incorporation)
Detailed remuneration model (remuneration regulations)
Maximum total remuneration of the Board of Directors
Individual remuneration for members of the Board of Directors
Maximum total remuneration of Group Management
Remuneration &
Nomination Committee
Remuneration & Nomination Committee
Remuneration & Nomination Committee
Remuneration & Nomination Committee
Remuneration & Nomination Committee
Board of Directors Annual General Meeting
(mandatory vote) Board of Directors Board of Directors
Board of Directors Annual General Meeting
(mandatory vote) Board of Directors Board of Directors
Board of Directors Annual General Meeting
(mandatory vote)
the members of the Board of Directors at Interroll Holding AG and directly or indirectly controlled Group companies are compensated in full, unless otherwise stated herein.
The remuneration of the Board of Directors is subject to customary social security contributions, which are borne in full by Interroll Holding AG.
Total remuneration for the 2025 term of office (audited)The total remuneration of the members of the Board of Directors is disclosed in accordance with art.
Remuneration of the CEO Remuneration & Nomination Committee
Board of Directors Board of Directors
734a CO as follows:
Individual remuneration for all other members of Group Management
CEO Remuneration &
Nomination Committee
Board of Directors
Planned changesThe Remuneration and Nomination Committee currently consists of Susanne Schreiber, Chair, and Stefano Mercorio, member. Stefano Mercorio will not stand for re-election as a member of the Remuneration and Nomination Committee at the upcoming AGM on June 12, 2026. Barbara Bergmeier, will be proposed to be elected as a new member of the Board of Directors and also as a member of the Remuneration and Nomination Committee. Thus, the sub-committee will consist of fully independent members.
Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 5
---in thousands CHF | Cash | Shares / options | Social security contributions1) | Other benefits | Total remuneration | Loans and credits (audited) The terms and conditions for any loans and credits to the members of the Board of Directors are set out | |
Paul Zumbühl | in art. 22bis (Total Remuneration of the Board of Directors and the Management) of the Articles of | ||||||
2025 | C | 442 | - | 442 | Incorporation. | ||
2024 | C | 340 | - | 340 |
Markus Asch 2) | ||||||
2025 | - | - | - | |||
2024 | VC, CRC | 160 | 15 | 175 | ||
Elena Cortona | ||||||
2025 | VC, CSC | 160 | 14 | 174 | ||
2024 | CSC | 118 | 10 | 128 | ||
In the reporting period, no Group company of the Interroll Group has granted any loan or credit to any member of the Board of Directors nor to any person related to any member of the Board of Directors. As of December 31, 2025, no loans or credits to any member of the Board of Directors or to any person related to any member of the Board of Directors were outstanding.
Stefano Mercorio
2025 CAC, RC 128 16 144
2024 RC, AC 128 16 144
Susanne Schreiber
2025 CRC, AC 128 11 139
2024 CAC 118 10 128
Ingo Specht 3)
2025 SC 118 10 128
2024 SC 118 10 128
Total Board of Directors
2025 976 - 50 - 1,026
2024 981 - 62 - 1,043
C: Chairman of the BoD; VC: Vice Chairman of the BoD; CAC: Chair of the Audit Committee; AC: Audit Committee; CRC:
Contractual termsThere are no agreements with or claims of any member of the Board of Directors for the payment of a severance payment, nor was any such payment made during the reporting period, whereby remuneration that is owed until the end of the contractual relationship is not considered to be a severance payment. None of the contracts concluded with a member of the Board of Directors based on which the remuneration of the respective member of the Board of Directors is based, exceeds the term of office of the respective member of the Board of Directors.
Activities at other companies (audited)The number of activities of the members of the Board of Directors in other companies within the meaning of art. 626 para. 2 no. 1 CO during the financial year 2025 are disclosed below:
Company Board Function
Chair of the Remuneration and Nomination Committee; RC: Remuneration and Nomination Committee; CSC: Chair of the Sustainability Committee; SC: Sustainability Committee.
1) In 2025, the presentation of the remuneration components changed from the net to the gross basis. The social security contributions include only Interroll's contributions to AHV/IV and the pension plan and no longer include contributions from the
Paul Zumbühl Schlatter Industries AG
(stock listed)
Mikron Holding AG (stock listed)
Board of Directors Member of the Board of
Directors
Board of Directors President
BoD members, unlike in the prior period. To ensure comparability between the periods, the amounts for the year 2024 are disclosed following the new presentation method.
2) Left the Board of Directors effective March 3, 2025
3) In addition to remuneration as a member of the Board of Directors, Ingo Specht receives remuneration as Managing Director of Interroll SA as follows: 2025 (2024) gross 402 (395), social security contributions 83 (84), other benefits 6 (6), total 491
(485)
Zumbühl Management AG Board of Directors Member of the Board of
Directors
Dr. Elena Cortona Belimo Holding AG Group Management Chief Technology Officer Innosuisse Innovation Council Member of the Innovation
Council
2024 = term of office from the 2024 AGM to the 2025 AGM; 2025 = term of office from the 2025 AGM to the 2026 AGM
Assessment of the total remuneration for the 2025 term of officeThe total remuneration of CHF 1,026,000 (previous year: CHF 1,043,000) paid to the Board of
Stefano Mercorio Mercorio Maiocco
Valentini & Partners
Fondazione Italiana per la Ricerca in Reumatologia -FIRA ETS 1)
Partner Founding Partner
Board of Directors Member of the Board of Directors
Directors for the term of office from the 2025 AGM to the 2026 AGM is less than the total amount of CHF 1,100,000 approved at the 2025 Annual General Meeting.
Other benefits (audited)During the reporting period, no other payments, whether in cash or in kind, or other remunerations, such as commissions for the acquisition or transfer of companies or parts thereof, were made to any member of the Board of Directors or to any person related to any member of the Board of Directors.
Alex Servizi S.r.l. Board of Directors President
Susanne Schreiber Bär & Karrer AG Board of Directors President
Ingo Specht TiTop Sagl Management Managing Director
1) Mandate ended on May 19, 2025
The provisions of art. 24 (External Mandates) of the Articles of Incorporation are complied with.
Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 6
--- Shares and options to such rights (audited)As of December 31, 2025, the members of the Board of Directors (including their related parties), each held the following shares in Interroll Holding AG. None of these persons held any options to receive such rights as of December 31, 2025:
Share of voting rights in %
Remuneration modelEach year, an individual remuneration agreement is concluded with each member of Group Management, setting out the target total remuneration. In accordance with art. 22bis (Total Remuneration of the Board of Directors and the Management), the target total remuneration of the members of Group Management consists of a fixed remuneration in cash and a variable, performance-
Shares per 31.12.
as of 31.12. (rounded)
related remuneration, one part of which is paid in cash, which may, at the discretion of the respective member of Group Management, also be paid partly or entirely in shares (hereinafter referred to as "Short-Term Incentive") and another part of which is paid in the form of shares with a four-year blocking period based on the share plan of the Interroll Group (hereinafter referred to as "Long-Term Incentive"). In addition, other benefits and social security contributions are paid, see the table on page 10.
in thousands CHF | 2025 | 2024 | 2025 | 2024 |
Paul Zumbühl Chairman | 22,011 | 21,966 | 2.69 | 2.67 |
Elena Cortona Member | 15 | 15 | - | - |
Stefano Mercorio Member | - | - | - | - |
Susanne Schreiber Member | 15 | 15 | - | - |
Ingo Specht Member | - | - | - | - |
Total | 22,041 | 21,996 | 2.69 | 2.67 |
Short-Term Incentive (STI)
The Short-Term Incentive is based on the annual budget and is determined annually on the basis of the achievement of the performance targets defined for the Short-Term Incentive for the financial year in question. It is in principle paid in cash but may, at the discretion of the respective member of Group Management, be paid partly or entirely in shares which are subject to a four-year blocking period (see the explanatory information on the Short-Term Incentive below).
Remuneration of Group Management ObjectivesThe compensation system applicable to Group Management is designed to ensure that Group Management focuses on long-term and sustainable value creation of the Interroll Group and does not pursue short-term profit maximization. In addition, the compensation system is designed to ensure that Group Management participates in long-term value creation of the Interroll Group through its commitment and influence, while at the same time bearing the entrepreneurial risk as a shareholder (and co-owner) and identifying with the values of the Interroll Group. The compensation of Group Management shall also reflect the performance of Group Management in the financial year in question.
Long-Term Incentive (LTI)
In contrast, the Long-Term Incentive is based on a five-year plan (and not on the annual budget) and is determined annually on the basis of the achievement of the long-term financial performance targets, which are set for a five-year period for all members of Group Management (see the explanatory information on the Long-Term Incentive below). This is intended to encourage Group Management to focus on long-term and sustainable value creation of the Interroll Group.
By awarding the LTI exclusively in shares with a four-year blocking period based on the Interroll Group's share plan, the achievement of sustainable results and a long-term focus on the interests of stakeholders is further promoted.
Total remuneration criteria
The target total remuneration is determined on the basis of the following main criteria and the conditions of the market for top managers (industry) in the respective country:
Professional and market-related experience
Complexity of the area of responsibility
Global responsibility of the function
Specific personal performance contribution of the holder of the position to the long-term strategic development and value enhancement of the Interroll Group
Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 7
---Depending on personal performance and the development of the business, the actual total remuneration may be higher or lower than the target total remuneration.
The target total remuneration includes all remuneration paid by companies of the Interroll Group to the members of Group Management for all their activities within the Interroll Group, regardless of whether these activities (based on one or more separate employment contracts) are performed for one or more
Overview: Composition of the target total remuneration for Group ManagementDefinition Instrument Purpose
Fixed remuneration Monthly cash payments Remuneration for performance
of the function and all qualifications required to perform the role
Group companies of the Interroll Group in Switzerland or abroad.
Peer group benchmarking
The Interroll Group consults external consultants on a case-by-case basis when structuring and determining the remuneration. When new appointments are made to Group Management, market comparisons for top management positions (industry) are carried out with the respective recruitment consultants and consulted to determine the remuneration.
In addition, regular comparisons are made on the basis of detailed salary studies, e.g., Kienbaum or Mercer salary study for top managers (industry). The last comparison took place in December 2024 and the next comparison is planned to take place in 2026. The reference group used consists primarily of comparable companies in the manufacturing industry and production in the respective country. In principle, such comparisons are based on a median positioning and adjustments are made where necessary.
Variable remuneration (Short-Term Incentive)
Variable remuneration (Long-Term Incentive)
Social security contributions and other benefits
Fixed remunerationAnnual cash payment (which may, at the discretion of the respective
member of Group Management, also be paid partly or entirely in shares) which are subject
to a four-year blocking period
Annual allocation of shares which are subject to a four-year blocking period
Social security and pension plan contributions and non-monetary benefits
Remuneration for the achievement of financial and individual targets in the reporting year, which are set annually on the basis of the budget for the relevant financial year
Remuneration for the achievement of long-term financial targets in the reporting year, which are set
on the basis of a five-year plan and fixed for a period of five years Promoting sustainable results and
a long-term focus on the interests of stakeholders
Protection against disability risk and retirement provision
The fixed remuneration is paid monthly in cash. The amount of the fixed remuneration is determined contractually and usually remains unchanged for three to five years for the same role. Adjustments may be made on the basis of individual performance and in the event of any changes to the area of responsibility.
Variable remuneration (Short-Term Incentive)The Short-Term Incentive rewards the achievement of financial and individual performance targets during the respective financial year. The financial and individual performance targets are set annually based on the budget for the respective financial year and separately for each member of Group Management. The financial performance targets include sales and operating profit margin (EBIT in %). For the calculation of the Short-Term Incentive, the financial performance targets are weighted at approximately 70% and the individual performance targets are weighted at approximately 30%, uniformly for all members of Group Management.
Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 8
--- Financial and individual targets for the Short-Term Incentive and their weighting:Short-Term Incentive targets Importance Explanation Weighting
Payment in cash or shares
The Short-Term Incentive is paid out annually either entirely in cash or - at the discretion of the respective member of Group Management - partially or entirely in the form of shares based on the
Sales Measures market position,
innovation
Yearly defined target 35 %
Interroll Group's share plan (see chapter "Share plan for both the STI and LTI" below).
Operating result margin (EBIT in %) Measures profitability Yearly defined target 35 %
When determining the amount of the Short-Term Incentive, the Remuneration and Nomination
Individual targets Measures individual
performance
Approx. 50-67% function-
related targets
Approx. 33-50% ESG targets
30 %
Committee may in exceptional cases deviate in favor of a member of Group Management from the remuneration agreement concluded with the respective member of Group Management if the failure to achieve the targets is solely a result of external factors.
The financial performance targets applied in the financial year 2025 were Sales and EBIT. In addition to the financial performance targets, three to five individual performance targets for the respective financial year that are measurable and of high strategic relevance are set for each member of Group Management. These individual performance targets may include, for example:
the innovation or market launch of new products
the development of new markets and customer segments, or
the successful integration of an acquisition.
The share of the function-related targets in the individual targets is approx. 50-67% and approx. 33-50% are ESG-related. The ESG targets for 2025 focused on reduction of LTIR (Lost Time Incident Rate) and the implementation of the planned ISO certifications.
Ratio of Short-Term Incentive to fixed remuneration
In accordance with art. 22bis (Total Remuneration of the Board of Directors and the Management) of the Articles of Incorporation, the Short-Term Incentive of the CEO at plan amounts to approx. 67% of the fixed remuneration. For the other members of Group Management, the Short-Term Incentive at plan amounts to approx. 25-30% of the fixed remuneration. If the financial and individual performance
Variable remuneration (Long-Term Incentive)The Long-Term Incentive in terms of KPIs (key performance indicators) sets longer-term targets to reward the sustainable development of the Interroll Group's financial success. Four performance parameters are determined in comparison to a predefined benchmark set for a planning period of five years. This benchmark includes two perspectives: on the one hand, the relative positioning of the Interroll Group compared to companies with a solid market position and comparable size within the relevant industry (material handling in Europe, USA, Asia) and, on the other hand, internal performance parameters derived from the five-year plan (KPIs). The KPIs for the Long-Term Incentive are average targets (as thresholds) over a five-year period, which may be exceeded or fallen short of. The KPIs remain constant during the planning period and balance the level and quality of success over the longer term. The Long-Term Incentive is equally weighted for all members of Group Management and based on the following targets for the five-year period from the 2024 to the 2028 financial year:
Financial performance targets for the Long-Term Incentive and their weighting:Long-Term Incentive targets Explanation (long-term effect) Weighting
targets are exceeded, the Short-Term Incentive for the CEO is limited to approx. 100% of the fixed
compensation and for the other members of Group Management to approx. 50% of the fixed
Long-term sales growth Market share expansion, innovation, global
expansion, etc.
25%
Long-term Return on Net Asset Development (RoNA)
Management of current and fixed assets
25%
Weighting of the Short-Term Incentive in relation to fixed remuneration:
Long-term gross margin development (GM)
Pricing power, procurement strength
25%
Short-Term Incentive in relation to fixed remuneration
compensation.
Long-term EBIT margin development Profitability (market position, cost management) 25%
Role within Group Management
Min.
Plan
Max.1)
Group CEO
0%
approx. 67%
approx. 100%
Other members of Group Management
0%
approx. 25-30%
approx. 50%
1) Maximum value for capping the Short-Term Incentive; not a target to be achieved.
The Long-Term Incentive is paid annually, exclusively in the form of shares based on the share plan of Interroll Holding AG (see chapter "Share plan for both the STI and LTI" below). In this way, the achievement of the objective that Group Management participates in the long-term value creation of the Interroll Group through its commitment and influence, while at the same time bearing the entrepreneurial risk as a shareholder (and co-owner) and identifying with the values of the Interroll Group, is further promoted.
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---Ratio of Long-Term Incentive to fixed remuneration
In accordance with art. 22bis (Total Remuneration of the Board of Directors and the Management) of the Articles of Incorporation, the Long-Term Incentive of the CEO at plan amounts to approx. 33% of the fixed remuneration. For the other members of Group Management, the Long-Term Incentive at plan amounts to approx. 5-10% of the fixed remuneration. If the financial performance targets are exceeded, the Long-Term Incentive for the CEO is limited to approx. 50% of the fixed compensation and for the other members of Group Management to approx. 15% of the fixed compensation.
Weighting of the Long-Term Incentive in relation to fixed remuneration:Long-Term Incentive in relation to fixed remuneration
Share plan for both the STI and LTIRole within Group Management
Min.
Plan
Max.
Group CEO
0%
approx. 33%
approx. 50%
Other members of Group Management
0%
approx. 5-10%
approx. 15%
The variable compensation components awarded to the members of Group Management in the form of shares based on Interroll Holding AG's share plan are blocked for a period of four years. This blocking period may be prematurely lifted if certain conditions arise, e.g., in the event of death or invalidity or upon the occurrence of a change of control.
Allocation modalities:
The Long-Term Incentive is entirely awarded in the form of shares. The Short-Term Incentive can also be awarded partly or entirely in shares. For the Short-Term Incentive, each member of Group Management must notify the company by no later than December 15 of the relevant financial year, indicating if and to what extent the short-term variable compensation is to be awarded in the form
of shares. Otherwise the respective member of Group Management will not be allocated any shares from the Short-Term Incentive.
The relevant conversion price applicable to the number of shares allocated is the respective stock market price on December 31 of the respective financial year (2025), less a discount corresponding to the deduction permitted for tax purposes for the duration of the blocking period of 20.79%. The allocation takes place in the first quarter of the new financial year (2026) after the audited results of the past financial year are available.
Other benefits and social security contributions (audited)The other benefits and pension fund regulations are derived from the applicable local terms and conditions of employment and the corresponding legal and customary market conditions in the countries concerned, in particular Germany, the USA, China, and Switzerland, and correspond to the provisions of art. 22bis (Total Remuneration of the Board of Directors and the Management)
of the Articles of Incorporation. One third of the contributions to Swiss pension funds are paid by the respective member of Group Management, with the remainder being paid by the employer.
The members of Group Management are entitled to a company car and a cell phone for business and private purposes or a corresponding monthly lump-sum is paid. The maximum limits for the company car are regulated internally. The company car is included in the total remuneration disclosed in the above table regarding the total remuneration paid in 2025 under the heading "Other benefits."
With the exception of actual travel expenses, which are reimbursed to the members of Group Management upon presentation of receipts and in accordance with the expense policy, the members of Group Management do not receive any remuneration in excess of the total remuneration disclosed in the above table regarding the total remuneration paid in 2025. Any flat-rate expenses are part of the remuneration and are therefore included in the total remuneration shown in the table mentioned.
During the reporting period, no further payments, whether in cash or in kind, or other remuneration, such as commissions for the acquisition or transfer of companies or parts thereof, were paid to the members of Group Management or to persons related to them.
Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 10
--- Total remuneration for the financial year 2025 (audited)The remuneration of the members of Group Management is determined in accordance with art. 734 et seq. CO, the Directive on Information on Corporate Governance of the SIX Swiss Exchange, the principles of the "Swiss Code of Best Practice for Corporate Governance" of Economiesuisse, and the Articles of Incorporation as follows:
Remuneration (gross)
in thousands CHF
Base salary
STI in cash1)
STI in shares 2)
LTI in shares 2)
Social security contributions3)
Other benefits
Total remuneration
CEO (highest)
2025 (01 - 10)
459
175
-
75
157
25
891
2025 (03 - 12)
625
372
45
208
191
25
1,466
2024
550
232
20
39
161
30
1,032
Other members
2025
1,572
298
195
67
281
123
2,535
2024
1,313
316
253
102
235
120
2,339
Total Group Management
2025
2,656
845
240
350
629
172
4,892
2024
1,863
548
273
142
396
150
3,371
1) The difference between the provision recognized in the previous year and the bonuses actually paid is offset against the target variable remuneration in the reporting year.
2) For the reporting year, a total of 183 treasury shares were allocated to senior employees as part of bonus plans (previous year: 171 treasury shares) with a restriction period of four years (from the date of allocation). The share-based compensation corresponds to the tax value (see chapter "Share plan for both the STI and LTI" for more information.
3) In 2025, the presentation of remuneration components changed from the net to the gross basis. The social security contributions include only employer contributions to AHV/IV and the pension plan and no longer include employee contributions, unlike in the prior period. To ensure comparability between the periods, the amounts for the year 2024 are disclosed following the new presentation method.
Explanation of the calculation methodThe calculation method according to IFRS differs in two points from the calculation of the remuneration of the Board of Directors and Group Management in accordance with art. 734a et seq. CO:
Compensation for company vehicles is calculated in accordance with IFRS on the basis of the expenses recognized in the financial statements, including depreciation/lease installments. According to the Swiss Code of Obligations, 0.9% monthly of the acquisition value of the vehicles is calculated.
In accordance with IFRS, share-based payments are calculated at market value on the date of allocation. Under the Swiss Code of Obligations, shares are valued at tax value, which is derived from the market value. As a result of the blocking period granted, the tax value is reduced compared to the market value, depending on the defined blocking period.
The difference of CHF 0.184 million (previous year: CHF 0.117 million) related to CHF 0.029 million for business vehicles (previous year: CHF 0.008 million) and share-based remuneration of CHF 0.155 million (previous year: CHF 0.109 million).
The total remuneration paid to Group Management in the past financial year of CHF 4.9 million was significantly higher than that of the previous year (CHF 3.37 million), but lower than the maximum total remuneration of CHF 5.8 million approved at the Annual General Meeting 2025. The main reasons are the eight months of CEO overlap, the full year effect of the COO and the CTO joining in April 2025, as well as the financial and individual targets achieved.
The total remuneration paid to Group Management in 2025, based on the calculated target achievement in accordance with the calculation methodology described and calculated on gross compensation, was 97% (previous year: 99%) of the target total remuneration.
2025
2024
Base salary
Short-Term Incentive (cash) Short-Term Incentive (shares) Long-Term Incentive (shares) Social security contributions Other benefits
There were no deviations from existing remuneration agreements with the members of Group Management in the reporting year.
Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 11
--- Realized variable remuneration for the financial year 2025The variable remuneration (Short-Term Incentive and Long-Term Incentive) for Group Management in 2025 amounted to 54% of the fixed remuneration paid in 2025 (previous year: 52%) with a target value of 55%. The share of the Short-Term Incentive amounted to 41% of the fixed remuneration paid in 2025 with a target value of 44%. The share of the Long-Term Incentive amounted to 13% of the fixed remuneration paid in 2025 with a target value of 14%. 41% of the total variable compensation was received in form of shares. The variable remuneration for Group Management was only sightly below despite financial targets, particularly the target in terms of sales growth, were not achieved, but on the other hand some individual targets were overachieved. In addition, the new CEO received the target remuneration. Please note that the percentages for the previous year have changed, as the presentation in the annual report 2025 has been converted from net to gross compensation.
The compensation realized by Group Management under the STI and LTI in the financial year 2025 compared to the plan is as follows:
STI/LTI target achievement
Variable remuneration payout curve
44%
41%
66%
14%
13%
21%
STI/LTI remuneration in % of target
STI
LTI
-% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 55% 60% 65% 70% 75%
Target award Realized award Maximum awardA payout factor is calculated on the basis of target achievement. If the threshold value of 70% is not reached, the payout factor is 0%. If the threshold value is exactly reached, the payout factor is 50%. If the target is achieved, the payout factor is 100%. If the target is reached at or above the maximum value, the payout factor is 150%.
Loans and credits (audited)The terms and conditions for any loans or credits to the members of Group Management are set out in art. 22bis (Total Remuneration of the Board of Directors and the Management) of the Articles of Incorporation.
In the reporting period, no Group company of the Interroll Group granted any loan or credit to any member of Group Management or to any person related to any member of Group Management. As of December 31, 2025, no loans or credits to any member of Group Management or to any person related to any member of Group Management were outstanding.
Contractual termsThe employment agreements concluded with the CEO and the other members of Group Management provide for notice periods of between six and nine months and thus comply with art. 25 (Employment and Agency Agreements) of the Articles of Incorporation. There are no fixed-term employment agreements with members of Group Management. There are no agreements with or claims of any member of Group Management for the payment of a severance payment, nor was any such payment made during the reporting period, whereby remuneration that is owed until the end of the contractual relationship is not considered to be a severance payment.
Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 12
--- Activities at other companies (audited)The number of activities of Group Management in other companies within the meaning of art. 626 para. 2 no. 1 CO during the financial year 2025 are disclosed below:
Company Board Function Markus Asch Condividi GmbH & Co. KG 1) Management Managing Partner
Valorata GmbH 2) Management Managing Partner
Dussmann Group Board of Trustees Board Member
1) Resigned from office on January 22, 2025
2) Resigned from office on January 22, 2025
Shares and options to such rights (audited)As of December 31, 2025, the members of Group Management (including their related parties), each held the following shares in Interroll Holding AG. For the reporting year, no options with rights for shares of Interroll Holding AG were issued and none of these persons held any options to receive such rights as of December 31, 2025:
Share of voting rights in %
OutlookAt the Annual General Meeting on June 12, 2026, the Board of Directors will propose a maximum total remuneration of CHF 1,300,000 for the term of office until the next Annual General Meeting in 2027 (previous year: CHF 1,100,000). The Board of Directors proposes the election of two new members, increasing the Board of Directors from five to seven members, which is reflected in the increase of the maximum total remuneration. The Chairman has taken on several tasks beyond his formal role as Chairman (see Remuneration Report 2024, page 35). At the end of his current term of office, he will hand over the specific duties in investor relations to the CEO. The additional support for tasks in the fields of strategy, markets, and innovation & technology remains unchanged. As a result, the proposal for his fee, which was increased by CHF 90,000 at the Annual General Meeting 2025, will be reduced by CHF 30,000 (plus social costs) for the next term.
The maximum total remuneration for the members of Group Management for 2026 will be CHF 5.2 million (previous year: CHF 5.8 million). The reduction takes into account the eight months of CEO overlap in 2025. As in previous years, the total remuneration for the members of Group Management includes a reserve for contingencies and currency fluctuations and assumes that the performance targets set will be significantly exceeded. The mentioned reserve also takes into account any additional remuneration in connection with new appointments of members of Group Management after June 12,
Markus Asch CEO | 2025 | 2024 | 2025 | 2024 |
45 | 0 | 0.01 | - | |
Ingo Steinkrüger* CEO | 127 | 70 | 0.02 | 0.01 |
Heinz Hössli CFO | 98 | 60 | 0.01 | 0.01 |
Maurizio Catino CSO | 91 | 68 | 0.01 | 0.01 |
Alp Ayhan Demirel* COO | 6 | 0 | - | - |
Richard Keely CEO Americas | 77 | 108 | 0.01 | 0.01 |
Dr. Ben Xia CEO Asia-Pacific | 1,052 | 951 | 0.13 | 0.12 |
Total | 1,496 | 1,257 | 0.18 | 0.15 |
Shares per 31.12.
as of 31.12. (rounded)
2026, whereby the application of art. 12bis para. 3 (Remuneration of the Board of Directors and the Management) of the Articles of Incorporation is reserved irrespective of this. The total remuneration actually paid to the members of Group Management is usually lower than the maximum approved at the Annual General Meeting, as the amount of the variable remuneration actually paid for 2026 is based on the targets actually achieved in 2026.
*Left Group Management during the year 2025.
Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 13
---Report of the statutory auditor to the General Meeting of INTERROLL HOLDING AG, Sant'Antonino
OpinionWe have audited the remuneration report of INTERROLL HOLDING AG (the Company) for the year ended 31 December 2025. The audit was limited to the information pursuant to article 734a-734f of the Swiss Code of Obligations (CO) in the tables marked 'audited' on pages 26 to 37 of the remuneration report.
In our opinion, the information pursuant to article 734a-734f CO in the remuneration report (pages 1 to 12) complies with Swiss law and the Company's articles of incorporation.
Basis for opinionWe conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the 'Auditor's responsibilities for the audit of the remuneration report' section of our report. We are independent of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other informationThe Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the tables marked 'audited' in the remuneration report, the consolidated financial statements, the financial statements and our auditor's reports thereon.
Our opinion on the remuneration report does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the remuneration report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the audited financial information in the remuneration report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report in this regard.
Board of Directors' responsibilities for the remuneration reportThe Board of Directors is responsible for the preparation of a remuneration report in accordance with the provisions of Swiss law and the Company's articles of incorporation, and for such internal
control as the Board of Directors determines is necessary to enable the preparation of a remuneration report that is free from material misstatement, whether due to fraud or error. It is also charged
with structuring the remuneration principles and specifying the individual remuneration components.
Auditor's responsibilities for the audit of the remuneration reportOur objectives are to obtain reasonable assurance about whether the information pursuant to article 734a-734f CO is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law and SA-CH will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this remuneration report.
Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 14
---As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement in the remuneration report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made.
We communicate with the Board of Directors or its relevant committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Board of Directors or its relevant committee with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
PricewaterhouseCoopers AG
Gerhard Siegrist Regina Spälti
Licensed audit expert Licensed audit expert Auditor in charge
Zurich, 11 March 2026
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Interroll Holding AG published this content on March 12, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on March 12, 2026 at 05:56 UTC.



















