Gurit Holding AG

"Category: Notifications issued to company members/nSub-category: Invitation to the General Meeting/nPublication date: SHAB 21.03.2025/nPublicly viewable until: 21.03.2026/nPublication number: UP04-0000006862/nPublishing entity/nGurit Holding AG, (Gurit Holding Ltd.) (Gurit Holding SA), Ebnaterstrasse 79.

9630 Wattwil/nInvitation to the ordinary general meeting Gurit/nHolding AG/nOrganisation concerned:
/nGurit Holding AG/nCHE-100.058.804/nEbnaterstrasse 79/n9630 Wattwil/nGeneral meeting details:/n15.04.2025, 16.30 Uhr, SIX Convention Point, Pfingstweidstrasse 110.

8005 Zurich/nInvitation/Agenda:
/nInformal English translation of the invitation to the Ordinary Annual General/nMeeting of Shareholders (the invitation in German is binding)./nDate: Tuesday, April 15, 2025.

at 4:
30 p.m. (CEST).

doors open at 3:
30 p.m./nPlace: SIX Convention Point, Pfingstweidstrasse 110, 8005 Zurich, Switzerland/nPlease see the PDF attached for the Agenda and invitation text in English./n1 / 4/nGurit Confidential/nGurit Holding AG, Wattwil/nInformal English translation of the invitation to the/nOrdinary Annual General Meeting of Shareholders/n(The invitation in German is binding)/nDate: Tuesday, April 15, 2025.

at 4:
30 p.m. (CEST).

doors open at 3:
30 p.m./nPlace: SIX Convention Point, Pfingstweidstrasse 110.

8005 Zurich/nAgenda:
/n1. Approval of the Management Report, Annual and Consolidated Financial Statements 2024/n2. Decision on Appropriation of Retained Earnings 2024/n3. Granting of Discharge to the Members of the Board of Directors and the Executive Committee for the financial year 2024/n4. Elections (by individual vote)/n4.1 Re-election of Philippe Royer as Member and Chairman of the Board of Directors for the period until closing of the/nfollowing Ordinary Annual General Meeting/n4.2 Re-election of Stefan Breitenstein, Nick Huber, and Andreas Evertz, and election of Dr. Libo Zhang as Members/nof the Board of Directors for the period until closing of the following Ordinary Annual General Meeting/n4.3 Re-election of Nick Huber and Philippe Royer, and election of Andreas Evertz as Member of the Nomination and/nCompensation Committee for the period until closing of the following Ordinary Annual General Meeting/n4.4 Re-election of Brunner Knobel Attorneys-at-law as independent proxy for the period until closing of the following/nOrdinary Annual General Meeting/n4.5 Re-election of PricewaterhouseCoopers AG, Zurich, as statutory auditors for the period until closing of the/nfollowing Ordinary Annual General Meeting/n5. Approval of the Sustainability Report for the financial year 2024/n6. Consultative vote on the Compensation Report 2024/n7. Approval of the maximum total amount of fixed compensation of the Board of Directors for the period until closing of the/nfollowing Ordinary Annual General Meeting/n8. Approval of the maximum total amount of fixed compensation of the Executive Committee for the period of July 1, 2025, to/nJune 30, 2026/n9. Approval of the maximum total amount of performance-based compensation of the Executive Committee for the period of/nJanuary 1, 2025, to December 31.

2025/nThe Board of Directors makes the following proposals to the Agenda Items:
/n1. Approval of the Management Report, Annual and Consolidated Financial Statements 2024/nThe Board of Directors proposes to approve the Management Report, the Annual Financial Statements and the Consolidated/nFinancial Statements for the year 2024./nExplanation:/nThe Board of Directors is required by law to submit the operating and financial review, the financial statements and the Group's/nconsolidated financial statements for each financial year to the General Meeting for approval. The respective reports are/navailable at www.gurit.com/Investors/Reports. PricewaterhouseCoopers AG as statutory auditors has audited the 2024 Annual/nand Consolidated Financial Statements and recommends in its reports to the General Meeting that those be approved./n2. Decision on Appropriation of Retained Earnings 2024/nThe strategic realignment, along with the associated production site closures, did impact financial results 2024. Given these/ncircumstances, the Board of Directors proposes to make no distribution out of the retained earnings 2024 of CHF 62'426'082/nand to carry them forward./nRetained earnings carried forward from previous year CHF 219'398'933/nNet result for 2024 CHF -156'972'851/nRetained earnings 2024 CHF 62'426'082/nDividend distribution CH 0/nTo be carried forward CHF 62'426'082/nExplanation:/nNo allocation to the statutory retained earnings has been made as these already exceed 20% of the share capital. The/nappropriation of retained earnings is based on the annual financial statements audited by the statutory auditors and to be/napproved under Agenda Item 1./n3. Granting of Discharge to the Members of the Board of Directors and the Executive Committee for the financial year/n2024/nThe Board of Directors proposes to grant discharge to all Members of the Board of Directors and the Executive Committee for/nthe financial year 2024./n2 / 4/nGurit Confidential/nExplanation:/nThe discharge of the Members of the Board of Directors and the Executive Committee is a non-transferable power of the/nGeneral Meeting. The Company is not aware of any facts that would oppose a full discharge./n4.

Elections (by individual vote)/nExplanation:
/nSince the term of office of the Chairman and the Members of the Board of Directors ends with the closing of the Annual General/nMeeting on April 15, 2025, they each must be re-elected by the Annual General Meeting in accordance with the law and the/nArticles of Association. A curriculum vitae of the Chairman and the Members of the Board of Directors as well as information/non Board committee memberships can be found under the section ""Board of Directors"" on pages 19-20 in the Annual Report/n2024, available at www.gurit.com/Investors/Reports./n4.1 Re- election of Philippe Royer as Member and Chairman of the Board of Directors for the period until closing of the/nfollowing Ordinary Annual General Meeting/nThe Board of Directors proposes to re- elect Philippe Royer as Member and Chairman of the Board of Directors for a one-year/nterm of office until the closing of the following Ordinary Annual General Meeting./nExplanation:/nPhilippe Royer has been a Member of the Board of Directors since 2019 and Chairman since 2023./n4.2 Election of Dr. Libo Zhang and re-election of Stefan Breitenstein, Nick Huber, and Andreas Evertz as Members of/nthe Board of Directors for the period until closing of the following Ordinary Annual General Meeting/nBettina Gerharz-Kalte is not standing for re-election. The Board of Directors thanks Bettina Gerharz-Kalte for the years of/nvaluable services as member of the Board of Director and Chair of the Nomination and Compensation Committee./nThe Board of Directors proposes to re-elect the current Members of the Board of Directors with the exception of Bettina Gerharz-/nKalte, and to elect Dr.

Libo Zhang as new member of the Board of Directors each for a one-year term of office until the closing/nof the following Ordinary Annual General Meeting:
/n4.2.1 Stefan Breitenstein/n4.2.2 Nick Huber/n4.2.3 Andreas Evertz/n4.2.4 Dr.

Libo Zhang/nExplanation:
/nStefan Breitenstein has been a Member of the Board of Directors since 2014, Nick Huber since 1995, and Andreas Evertz/nsince 2022./nMs. Zhang, a German national, brings a wealth of international strategic business expertise and a strong background in/nfinance and audit. She holds an MBA and a PhD in Economics and Business Administration from Georg-August-Universität,/nGöttingen, Germany, and has completed an Executive Management Program at the University of Oxford. Libo Zhang's/ndistinguished career includes leadership roles across multiple industries, including aerospace, automotive, chemicals, and/nsemiconductors, with a focus on bridging business operations between USA, Europe and Asia. She is currently a member of/nthe Board of Directors at VAT Group AG, where she serves on the Audit Committee and chairs the Nomination and/nCompensation Committee. Additionally, she holds Bo"