Geberit : Minutes of the 23rd General Meeting of Geberit AG (1.0 MB)

April 27, 2022 at 09:35 am

MINUTES

23rd Ordinary General Meeting of the shareholders of Geberit AG, held on 13 April 2022 at 3:15 p.m.

Location:	Geberit Information Centre, Rapperswil-Jona
Created:	14 April 2022
Participants:	Albert M. Baehny (Chairman of the Board of Directors)
Eunice Zehnder-Lai (Vice Chair of the Board of Directors)
Christian Buhl (CEO)
Tobias Knechtle (CFO)
Secretary:	Roman Sidler (Head Corporate Communications & Investor Relations)
I. Welcome and opening

In his capacity as chairman of the General Meeting, Chairman of the Board of Directors Albert M. Baehny opens the General Meeting.

In addition to the aforementioned members of the Board of Directors and members of the Group Executive Board, the following are also participating in the General Meeting:

 Roger Müller, from the law firm hba Rechtsanwälte, Zurich, as the Independent Proxy,
 Beat Inauen from PricewaterhouseCoopers AG, Zurich, as representative of the auditors; and
 Patrick Schleiffer, Lenz & Staehelin

II. Notice of convocation, notice by means of official publication, opportunity to inspect documents

Before addressing the items on the agenda, the chairman makes the following formal introductory statements:

1. In a letter dated 9 March 2022, which included the agenda items and the proposals of the Board of Directors as well as the enclosed Summary Report on the business year 2021, the shareholders were invited to today's General Meeting in accordance with the provisions of the Articles of Incorporation and in compliance with the advance notice of 20 days prescribed by law. The invitation
was published in the Swiss Official Gazette of Commerce on 10 March 2022.
2. In the invitation, the shareholders were informed that despite the eased COVID-19 measures in Switzerland, the Company gives top priority to the health of shareholders, which is why the Board of Directors decided that shareholders cannot attend the 23rd General Meeting in person and can exercise their rights at today's General Meeting exclusively via the Independent Proxy. They were also informed that they could ask questions in advance which would be answered during the General Meeting and recorded in the minutes of the meeting.
3. No proposals for the agenda were received from the shareholders.
4. The Annual Report for the year 2021, the Financial Statements and the Consolidated Financial Statements 2021 plus the Auditors' Reports were published on the Internet (www.geberit.com/annualreport) as an online version on 9 March 2022. Since this date, a hard-copy version thereof has been available for inspection by the shareholders at the Company's headquarters.
5. The minutes of the last ordinary General Meeting, which was held on 14 April 2021, were duly signed and available for inspection by the shareholders at the Company's headquarters. They were also published on the Internet.
6. As per the Articles of Incorporation, the General Meeting is chaired by the Chairman of the Board of Directors. In the interests of good corporate governance, Vice Chair of the Board of Directors and Chair of the Nomination and Compensation Committee Eunice Zehnder-Lai will conduct the votes on

Geberit International AG · Corporate Communications · Schachenstrasse 77 · CH-8645 Jona · Postfach 1575 · CH-8640 Rapperswil Telephone +41 (0)55 221 66 24 · Fax +41 (0)55 221 67 47 ·roman.sidler@geberit.com· www.geberit.com

agenda item 4.1.1 (Re-election of Albert M. Baehny as a member of the Board of Directors and as Chairman of the Board of Directors) as well as agenda item 7 (Remuneration).

7. The secretary and the tellers are appointed by the Chairman.
8. The secretary of the General Meeting is Roman Sidler, Head Corporate Communications & Investor Relations.
9. Roman Sidler also acts as teller.

The chairman declares that the General Meeting has been convened, notice thereof by means of official publication has been provided and the related documents have been made available for inspection in a timely and proper manner in accordance with the law and the Articles of Incorporation and that the General Meeting is thereby duly constituted and constitutes a quorum.

III. Attendance

The number of votes represented and capital represented is as follows: 19,700,881 registered voting shares, each with a par value of CHF 0.10 (a total par value of CHF 1,970,088.10), are represented at the General Meeting. The votes are represented exclusively by the Independent Proxy via power of attorney. This is equivalent to 54.9% of the total share capital of CHF 3,587,433.30.

IV. Individual agenda items

Agenda item 1: Approval of the Business and Financial Review, the Financial Statements and the Consolidated Financial Statements for 2021, acceptance of the Auditors' Reports

CEO Christian Buhl explains the business year 2021 (cf. enclosures). In terms of the outlook for the business year 2022, he refers to the media release from 9 March 2022.

The Financial Statements and Consolidated Financial Statements for 2021 were audited by the auditors from PricewaterhouseCoopers AG and accepted without exception. The chairman states that the General Meeting has taken note of the Auditors' Reports and thanks the auditors for their work.

There were no questions received from shareholders on this agenda item. The result of the vote on the proposal of the Board of Directors with respect to this agenda item is as follows:

Valid votes:	19,654,858
Votes in favour:	19,627,930
Votes against:	26,928
Abstentions:	46,023

The proposal of the Board of Directors with respect to agenda item 1 is thereby approved.

Agenda item 2: Resolution on the appropriation of available earnings

The Board of Directors proposes to the General Meeting a distribution of CHF 12.50 per share as an ordinary dividend, which is subject to withholding tax. This corresponds to an increase of 9.6% compared with the previous year. The payout ratio is 59.0%.

The proposal of the Board of Directors regarding the appropriation of available earnings at Geberit AG is detailed in the invitation to the General Meeting and the Annual Report. The shares held by the Company at the time of the dividend payment are not entitled to dividends. Since the invitation to the General Meeting, the dividend amount has thus changed slightly.

The Board of Directors proposes that the available earnings:

Net income for the year 2021	CHF	700,922,366
Balance brought forward	CHF	5,053,597
Total available earnings	CHF	705,975,963
be appropriated as follows:
Transfer to free reserves	CHF	250,000,000
Proposed dividend of CHF 12.50 per share	CHF	441,249,100
Balance to be carried forward	CHF	14,726,863
Total appropriation of available earnings	CHF	705,975,963

If the proposal is approved, the dividend will be paid out, less 35% withholding tax, on 21 April 2022. The auditors confirm in their report that this proposal regarding the appropriation of earnings is in accordance with the law and the Articles of Incorporation.

There were no questions received from shareholders on this agenda item. The result of the vote on the proposal of the Board of Directors with respect to this agenda item is as follows:

Valid votes:	19,679,570
Votes in favour:	19,637,222
Votes against:	42,348
Abstentions:	21,311

The proposal of the Board of Directors with respect to agenda item 2 is thereby approved.

Agenda item 3: Formal approval of the actions of the Board of Directors

According to the proposal, the actions of the members of the Board of Directors are to be formally approved for the business year 2021.

The vote on the formal approval of the actions of the Board of Directors shall be carried out for the Board of Directors as a whole ("en masse"). The chairman points out that, in compliance with the law, persons who have participated in any manner in the management of the Company's business are not permitted to exercise their voting right for this agenda item.

There were no questions received from shareholders on this agenda item. The result of the vote on the proposal of the Board of Directors with respect to this agenda item is as follows:

Valid votes:	19,451,397
Votes in favour:	19,246,012
Votes against:	205,385
Abstentions:	118,065

The proposal of the Board of Directors with respect to agenda item 3 is thereby approved.

Agenda item 4: Elections to the Board of Directors, election of the Chairman of the Board of Directors and elections to the Compensation Committee

In accordance with the provisions of the Ordinance against Excessive Compensation with respect to Listed Companies (OaEC) the members and the Chairman of the Board of Directors are directly elected by the General Meeting on an individual basis. The CVs of all members of the Board of Directors standing for re-election can be found on the websitewww.geberit.com.

The following question on agenda item 4 was received:

Ms Christina Jeanneret-Gris-Iseli: "The Board of Directors is not yet gender-equitable. Are there any efforts being made to change this? In my opinion, preference should be given to women from Switzerland."

Reply from Geberit: "In Eunice Zehnder-Lai and Bernadette Koch, the six-member Board of Directors already includes two women with Swiss citizenship. The proportion of female representatives of 33% is above the applicable minimum requirements for Boards of Directors in Switzerland."

Agenda item 4.1: Elections to the Board of Directors and election of the Chairman of the Board of Directors

Agenda item 4.1.1: Re-election of Albert M. Baehny as a member of the Board of Directors and as Chairman of the Board of Directors

The Board of Directors proposes that Albert M. Baehny be re-elected as a member of the Board of Directors and as Chairman of the Board of Directors until the closing of the following ordinary General Meeting.