Galderma Group AG

Category: Notifications issued to company members/nSub-category: Invitation to the General Meeting/nPublication date: SHAB 24.03.2025/nPublicly viewable until: 24.03.2026/nPublication number: UP04-0000006903/nPublishing entity/nAdvestra AG, Uraniastrasse 9.

8001 Zürich/nCommissioned by:
/nGalderma Group AG/nInvitation to the ordinary general meeting/nGalderma Group AG/nOrganisation concerned:/nGalderma Group AG/nCHE-404.675.624/nZählerweg 10/n6300 Zug/nGeneral meeting details:/n23.04.2025, 15.00 Uhr, The annual general meeting will be held as a virtual meeting/nwithout a physical venue./nInvitation/Agenda:/nFor the invitation to the annual general meeting and details regarding the annual/ngeneral meeting, please refer to the attachment./nINVITATION 2025/nAnnual/nGeneral Meeting/nof Galderma/nGroup AG/nApril 23, 2025.

3:
00 PM CET. Virtual meeting in accordance with/nArt. 12 para. 3 of the Articles of Association./n2AGM Invitation 2025/nLETTER FROM/nTHE CHAIRMAN/nAs we celebrate our first year as a public company,/nI am pleased to invite you to our first Annual General/nMeeting./nDear Shareholders,/nGrowth defined Galderma in 2024./nWith strong innovation pipeline progress and consistent record-breaking net/nsales, we charted the course for the second phase of our growth journey./nBuilding on the success of our initial public offering in March 2024, the/nteam delivered broad-based organic growth spurred by differentiated/ninnovation and commercial excellence. Notably, we achieved significant/nprogress across all three of our resilient, highly attractive and consumer-/nfocused categories of Injectable Aesthetics, Dermatological Skincare and/nTherapeutic Dermatology./nThis performance is a testament to our strong portfolio and the hard work/nof our team. Galderma's dedication to developing a comprehensive, science-/nbased portfolio of premium brands and services enables us to meet the/nmany different needs of individuals across the full spectrum of dermatology./nConsumers, patients and healthcare professionals are increasingly seeking/na holistic approach to skin health. With our proven Integrated Dermatology/nStrategy, we are uniquely positioned in the dermatology category to meet/nand drive market demands./nAs we celebrate our first year as a public company, I am pleased to invite/nyou to our first Annual General Meeting./nThis invitation provides the meeting's full agenda. Among the agenda items/nis the proposed reelection of the current members of the Board of Directors/nand the Compensation Committee. In addition, we will propose the election/nof one new member, Roberto de Oliveira Marques, to both the Board of/nDirectors and the Compensation Committee./nOn behalf of our Board, I thank you, our shareholders, for the trust you/ncontinue to place in us as we advance dermatology for every skin story./nSincerely,/nThomas Ebeling/nChair of the Board of Directors/n3AGM Invitation 2025/n1. APPROVAL OF FINANCIAL STATEMENTS,/nNON-FINANCIAL REPORT AND/nCOMPENSATION REPORT/n1.1 Approval of statutory financial statements/nand consolidated financial statements/nProposal/nThe Board of Directors proposes the approval of the/nstatutory financial statements and the consolidated/nfinancial statements of Galderma Group AG for the/nfinancial year 2024./nExplanation/nThe statutory auditors, KPMG AG, recommend without/nqualification in their report to approve the statutory/nfinancial statements and the consolidated financial/nstatements for the financial year 2024. Therefore, the/nBoard of Directors proposes the approval of the statutory/nfinancial statements and the consolidated financial/nstatements for the financial year 2024./n1.2 Approval of report on non-financial matters/nProposal/nThe Board of Directors proposes the approval of the/nreport on non-financial matters of Galderma Group AG/nfor the financial year 2024./nExplanation/nArt. 964a and 964c of the Swiss Code of Obligations/n(CO) require Galderma Group AG to prepare and submit/na report on non-financial matters to the Annual General/nMeeting for approval. The vote comprises the sections/nspecified on page 152 of Galderma's Annual Report 2024./n1.3 Consultative vote on the compensation report/nProposal/nThe Board of Directors submits a consultative vote on the/ncompensation report for the financial year 2024./nExplanation/nThe Board of Directors submits the compensation/nreport to the Annual General Meeting for a non-binding/nconsultative vote in accordance with Art. 735, para. 3 no./n4 CO and Art. 27, para. 5 of the Articles of Association./n2 APPROPRIATION OF AVAILABLE EARNINGS/nAND DIVIDEND PAYMENT/nProposal/nProposed appropriation of available earnings/nThe Board of Directors proposes the following/nappropriation of available earnings:/nAGENDA AND/nPROPOSALS OF/nTHE BOARD/nOF DIRECTORS/nFor the year ended December 31, 2024/nM/nUSD/nM/nCHF/nAccumulated loss brought forward (0.2) (0.2)/nProfit for the year 18.0 15.8/nCumulative translation adjustment - 51.8/nTotal available earnings 17.8 67.4/nAccumulated profit to be carried forward 17.8 15.6/nCumulative translation adjustment to be/ncarried forward/n- 51.8/nTotal available earnings to be carried/nforward/n17.8 67.4/nNote: Due to rounding, numbers presented throughout this invitation may/nnot add up precisely. For precise figures, please refer to the statutory/nfinancial statements in Galderma's Finance Report 2024./n4AGM Invitation 2025/nProposed dividend payment out of reserves from capital/ncontributions/nThe Board of Directors proposes the following dividend/npayment out of reserves from capital contributions:/nProvided that the proposed dividend payment out of/nreserves from capital contributions is approved, the/npayment will be made as of April 29, 2025 to holders/nof shares on the record date April 28, 2025. The shares/nwill be traded ex-dividend as of April 25, 2025 and,/naccordingly, the last day on which the shares may be/ntraded with entitlement to receive the dividend will be/nApril 24, 2025./nExplanation/nProvided that the proposal of the Board of Directors/nis approved, the dividend out of reserves from capital/ncontributions is expected to amount to 0.15 CHF (gross)/nper share (subject to the conditions set out below) and to/nbe paid as of April 29, 2025/nThe proposed dividend out of reserves from capital/ncontributions will be paid in CHF. The Annual General/nMeeting approves the dividend payment in CHF and the/ncorresponding amount converted to USD. It is envisaged/nthat the CHF amount for the dividend distribution will/nbe converted into USD two business days prior to the/nAnnual General Meeting at the then prevailing exchange/nrate. In order to minimize the risk that the aggregate/nUSD amount converted at the then prevailing exchange/nrate will exceed the aggregate USD amount approved/nfor the dividend payment, the Board of Directors added/na cushion. In the (rather unlikely) event that the amount/nof 49.5 million USD would not be sufficient to distribute/na dividend of 0.15 CHF per share due to unfavorable/nexchange rate fluctuations, the CHF amount would need/nto be reduced to the extent that the aggregate CHF/namount distributed does not exceed 49.5 million USD at/nthe applicable exchange rate./nIn accordance with applicable tax regulations and in/napplication of Art. 5 al. 1ter VStG, up to 50% of the/ndividend will be subject to a 35% Swiss withholding tax,/nwhile the remaining portion of the dividend (at least/n50%) will be paid free from Swiss withholding tax./nGalderma Group AG's auditors, KPMG AG, have audited/nthe proposal regarding the appropriation of available/nearnings and the dividend payment out of reserves/nfrom capital contributions, and have confirmed that the/nproposal of the Board of Directors complies with Swiss/nlaw and the Articles of Association./n3 DISCHARGE OF THE MEMBERS OF THE BOARD/nOF DIRECTORS AND THE EXECUTIVE/nCOMMITTEE FROM LIABILITY/nProposal/nThe Board of Directors proposes to grant discharge to/nthe members of the Board of Directors and the Executive/nCommittee for the financial year 2024./nExplanation/nBased on Art. 698, para. 2 no. 7 CO, the Board of/nDirectors proposes the discharge of the members of the