INVITATION TO THE ANNUAL GENERAL MEETING

SCHWEITER TECHNOLOGIES AG

WEDNESDAY, APRIL 6, 2022

START 10.30 am (DOORS OPEN 10.00 am)

THEATER CASINO ZUG ARTHERSTRASSE 2 6300 ZUG

Please note:

This English version is an unofficial translation of the official German version published on March 15, 2022 in the Swiss Official Gazette of Commerce and is for information purposes only. In case of a discrepancy, the German original will prevail.

AGENDA AND MOTIONS PROPOSED BY THE BOARD OF DIRECTORS

  1. INTRODUCTION BY THE CHAIRMAN
  2. REPORT ON THE FISCAL YEAR 2021
  3. APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS 2021

The Board of Directors proposes that the annual report, the financial statements and the consolidated financial statements for 2021 be approved.

4. ADVISORY VOTE ON THE COMPENSATION REPORT 2021

The Board of Directors proposes to acknowledge and approve the Compensation Report 2021 in a non-binding advisory vote.

5. DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGEMENT

The Board of Directors proposes to discharge all members of the Board of Directors and the Management for their actions in the financial year 2021.

6. APPROPRIATION OF THE RETAINED EARNINGS

7. ELECTIONS

7.1 RE-ELECTION OF THE BOARD OF DIRECTORS AND THE CHAIRMAN

The Board of Directors proposes the re-election of Heinz O. Baumgartner, Daniel Bossard, Vanessa Frey, Jacques Sanche, Lars van der Haegen und Stephan Widrig as members of the Board of Directors as well as the reelection of Beat Siegrist as a member of the Board of Directors and its Chairman (both in one vote) individually for a one year term.

7.2 ELECTION OF THE COMPENSATION COMMITTEE

The Board of Directors proposes the re-election of Jacques Sanche and Vanessa Frey as members as well as the election of Daniel Bossard as new member of the Compensation Committee individually for a one year term.

7.3 RE-ELECTION OF THE INDEPENDENT PROXY

The Board of Directors proposes the re-election of Proxy Voting Services GmbH, Zurich, Managing Director Dr. René Schwarzenbach, as independent proxy for an additional term of one year until the end of the next Annual General Meeting.

7.4 RE-ELECTION OF THE STATUTORY AUDITOR

The Board of Directors proposes the re-election of KPMG AG, Zug, as statutory auditors for a term of one year.

8. APPROVAL OF REMUNERATIONS

Unappropriated retained earnings previous year

Net income 2021

Dividend paid

Total available unapproriated retained earnings

Motion by the Board of Directors: Payment of a dividend of CHF 40.00 per bearer share

Earnings carried forward

Total

CHF 447 876 512

CHF 39 029 435

CHF - 57 272 320

CHF 429 633 627

CHF 57 272 320

CHF 372 361 307

CHF 429 633 627

8.1 APPROVAL OF THE MAXIMUM TOTAL REMUNERATION FOR THE BOARD OF DIRECTORS

The Board of Directors proposes the approval of the maximum total remuneration of CHF 1 400 000 (including contributions to pension plans and other social security contributions) for the members of the Board of Directors for their term of service until the Annual General Meeting in 2023.

Explanation

In accordance with Art. 10a, para. 1, no. 1 of the Articles of Association, the Board of Directors proposes to approve the maximum total remuneration for the members of the Board of Directors in the amount of CHF 1 400 000 for the period until the Annual General Meeting in 2023.

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109. ANNUAL GENERAL MEETING

SCHWEITER TECHNOLOGIES

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The proposed maximum total remuneration is designed for the Board of Directors comprising of seven members. Details of the remuneration to the members of the Board of Directors can be found in the Articles of Association and the compensation report.

8.2 APPROVAL OF THE MAXIMUM TOTAL REMUNERATION FOR THE MANAGEMENT

The Board of Directors proposes the approval of the maximum total remuneration of CHF 3 000 000 (including contributions to pension plans and other social security contributions) for members of the Management for the financial year 2023.

Explanation

In accordance with Art. 10a, para. 1, no. 2 of the Articles of Association, the Board of Directors proposes to approve the maximum total remuneration to the members of the Management at the amount of CHF 3 000 000. For their service, the members of the Management receive a fixed base salary and as a rule a performance based salary component (including contributions to pension plans and other social security contributions). The total remuneration proposed by the Board of Directors is the maximum amount for the fiscal year 2023 and includes in addition to the fixed base salary the maximum possible, performance based salary component of up to 200% of the fixed base salary. The payment of the performance based salary component depends on the achievement of the pre-defined corporate goals as well as individual targets of each member of the Management. Further details of the remuneration to the members of the Management can be found in the Articles of Association and the compensation report.

ORGANIZATION

VOTING MATERIAL

Shareholders, who wish to attend or be represented at the Annual General Meeting on April 6, 2022, may receive their voting material until April 1, 2022. In order to obtain the voting material they have to either deposit their shares at the company or provide a deposit certificate issued by their bank.

The deposit certificate can be sent as follows:

  • by mail to:
    Schweiter Technologies AG Hinterbergstrasse 20 6312 Steinhausen
  • by fax +41 41 757 77 01 or
  • as an email attachment to info@schweiter.com

All shares deposited remain blocked until the end of the Annual General Meeting.

PROXY AND ELECTRONIC VOTING

Shareholders also receive the proxy form as well as the login data for electronic voting together with the voting material. Shareholders who do not wish to be present in person at the Annual General Meeting may be represented by another person who does not need to be a shareholder or by the independent proxy. At the Annual General Meeting of April 1, 2021, Proxy Voting Services GmbH, Zürich, managing director Dr. René Schwarzenbach, was elected as independent proxy. Proxy and instructions must be submitted to him no later than April 4, 2022.

For electronic voting, shareholders register at https://schweiter.shapp.ch. Electronic voting is possible until April 4, 2022.

DOCUMENTS

The annual report 2021 including annual financial

statements, consolidated financial statements, compensation report as well as the reports of the statutory auditors and the proposal of the Board of Directors regarding the appropriation of the available earnings are available to the shareholders at the company's registered office in Steinhausen as of March 15, 2022 and is available for download on www.schweiter.com.

Schweiter Technologies AG

On behalf of the Board of Directors

Beat Siegrist, Chairman

Steinhausen, March 15, 2022

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109. ANNUAL GENERAL MEETING

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Schweiter Technologies AG

Hinterbergstrasse 20

6312 Steinhausen, Switzerland

T +41 41 757 77 00

info@schweiter.com

www.schweiter.com

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Disclaimer

Schweiter Technologies AG published this content on 15 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 March 2022 05:39:04 UTC.