MCH Group AG

"Category: Notifications issued to company members/nSub-category: Invitation to the General Meeting/nPublication date: SHAB 25.04.2025/nPublicly viewable until: 25.04.2026/nPublication number: UP04-0000007089/nPublishing entity/nMCH Group AG, (MCH Group Ltd.) (MCH Group SA), Messeplatz 1.

4058 Basel/nInvitation to the ordinary general meeting MCH/nGroup AG/nOrganisation concerned:
/nMCH Group AG/nCHE-105.825.066/nMesseplatz 1/n4058 Basel/nGeneral meeting details:/n27.05.2025, 16.00 Uhr.

Congress Center Basel/nInvitation/Agenda:
/nThe shareholders of MCH Group AG will receive the invitation and voting documents by/nmail. Please refer to the PDF document for detailed proposals and explanations/nregarding the agenda items./nAgenda/n1. Management Report, Consolidated Financial Statements,Annual Financial Statements,/nAuditor's Reports 2024/n2. Advisory vote Report on Non-financial Matters 2024/n3. Allocation accumulated losses MCH Group Ltd./n4. Discharge Board of Directors and Executive Board/n5. Elections/n5.1 Board of Directors/n5.1.1 Markus Breitenmoser, member/n5.1.2 James R. Murdoch, member/n5.1.3 Jeffrey Palker, member/n5.1.4 Andrea Zappia, member and Chairman/n5.2 Governance, Nomination and Compensation Committee (GNCC)/n5.2.1 Raphael Wyniger, member and Chairman/n5.2.2 Jeffrey Palker, member/n5.2.3 Andrea Zappia, member/n5.3 Auditors/n5.4 Independent voting rights representative/n6. Remunerations Board of Directors and Executive Board/n6.1 Advisory vote Remuneration Report 2024/n6.2 Approval remuneration Board of Directors 2026/n6.3 Approval short-term variable remuneration Executive Board 2024/n6.4 Approval fixed remuneration Executive Board 2026/n6.5 Approval long-term variable remuneration Executive Board 2026/nAdditional legal info:/nShareholders who are entered in the share register on 15 May 2025 are entitled to/nexercise their voting rights. From 16 May 2025 to and including 27 May 2025, the share/nregister will be closed for registrations. Shareholders who sell their shares after 16 May/n2025 are no longer entitled to vote for these shares at the upcoming Annual General/nMeeting./nMCH Group Ltd./n4005 Basel, Switzerland/n+41 58 200 20 20/nir@mch-?group.com/nwww.mch-group.com/n24th Annual General Meeting of MCH Group Ltd./nTuesday, 27 May 2025.

4:
00pm CEST/nCongress Center Basel/nVoting rights/nShareholders who are entered in the share register on 15 May 2025 are entitled to exercise their voting rights. From/n16 May 2025 to and including 27 May 2025, the share register will be closed for registrations. Shareholders who sell/ntheir shares after 16 May 2025 are no longer entitled to vote for these shares at the upcoming Annual General Meeting./nFurther notes/nThe rights of the shareholders are defined in the Articles of Association of MCH Group Ltd.

These are available on the/nMCH Group website under ""Investors"" / ""Governance"":
/nhttps://www.mch-group.com/en/investors/governance//nThe Minutes of the Annual General Meeting of 21 May 2024 are available on the MCH Group website under/n""Investors"" / ""General Meeting"":/nhttps://www.mch-group.com/en/investors/general-meeting//nContacts/nFor questions regarding the registration/nin the share register:/nMCH Group AG | Share Register/nc/o Nimbus AG/nZiegelbrückstrasse 82/n8866 Ziegelbrücke/nSwitzerland/n+41 55 617 37 24/nmch@nimbus.ch/nFor questions about the/nAnnual General Meeting:/nMCH Group Ltd. | AGM/nNadine Mueller/nSecretary of the Board of Directors/n4005 Basel/nSwitzerland/n+41 58 200 20 20/nir@mch-group.com/nAgenda/n1. Approval of the Management Report, the Consolidated Financial Statements and the Annual Financial/nStatements 2024 and acknowledgement of the Auditor's Reports 2024/nProposal/nThe Board of Directors proposes to approve the Management Report, the Consolidated Financial Statements and/nthe Annual Financial Statements 2024 and to take note of the Auditor's Reports 2024./nExplanations/nThe Board of Directors is obliged to submit the Management Report, the Consolidated Financial Statements and/nthe Annual Financial Statements of MCH Group Ltd. to the Annual General Meeting for approval and to submit/nthe reports of the Statutory Auditors for acknowledgement. The Statutory Auditors have audited the/nConsolidated Financial Statements and the Annual Financial Statements of MCH Group Ltd. and have nothing to/nadd to their Audit Reports./nThe Management Report as wells as the Consolidated Financial Statements, the Annual Financial Statements of/nMCH Group Ltd. and the Auditor's Reports can be found in the Annual Report and the Financial Report of the/nintegrated Business Report.

The reports are available on the MCH Group website:
/nhttps://www.mch-group.com/en/investors/reports//n2. Advisory vote on the Report on Non-financial Matters 2024/nProposal/nThe Board of Directors proposes to approve the Report on non-financial matters 2024 in a non-binding advisory/nvote./nExplanations/nThe Board of Directors has been required since the 2023 financial year to prepare a report on non-financial/nmatters and submit it to the General Meeting for approval, which takes place as part of a non-binding/nconsultative vote./nThe report on non-financial matters including the Auditor's Report is as Sustainability Report part of the/nintegrated Business Report.

It is available on the MCH Group website:
/nhttps://www.mch-group.com/en/investors/reports//n3. Allocation of the accumulated losses of MCH Group Ltd./nProposal/nThe Board of Directors proposes the accumulated losses of CHF -80.5 million in the account of the holding/ncompany MCH Group Ltd. to be carried forward./nExplanations/nThe accumulated loss comprises the loss carried forward from the previous year (CHF -54.6 million) and the loss/nfor the year 2024 (CHF -25.9 million). The Auditors confirm that the carry forward of the accumulated losses/ncomplies with Swiss law and the Company's articles of incorporation./n4. Discharge of the members of the Board of Directors and the Executive Board/nProposal/nThe Board of Directors proposes that discharge be granted to the members of the Board of Directors and the/nExecutive Board for their activities in the business year 2024./nExplanations/nIn accordance with the Articles of Association, the Annual General Meeting must resolve on the discharge of the/nmembers of the Board of Directors and the Executive Board for the business year 2024. They are not entitled to/nvote on this agenda item./n5. Elections/n5.1 Board of Directors/nProposal/nThe Board of Directors proposes to individually elect/n5.1.1 Markus Breitenmoser, as a member (present)/n5.1.2 James R. Murdoch, as a member (present)/n5.1.3 Jeffrey Palker, as a member (present)/n5.1.4 Andrea Zappia, as a member and Chairman (present)/nfor a term of office of one year until the end of the Annual General Meeting 2025./nExplanations/nThe Executive Council of the Canton of Basel-Stadt has the right to appoint two members of the Board of/nDirectors. Dr. Dagmar Maria Kamber Borens (member of the Board of Directors since 2019) will resign as a/nmember of the Board of Directors as of the Annual General Meeting 2025. The Executive Council of the Canton/nof Basel Stadt has appointed Prof. Dr. Michèle F. Sutter-Rüdisser to succeed Dr. Dagmar Maria Kamber Borens./nRaphael Wyniger (1975, CH, member of the Board of Directors since 2023) will continue to exercise his mandate/nas members of the Board of Directors as delegates of the Canton of Basel-Stadt./nThus, the Annual General Meeting has to elect four members, including the Chairman. Markus Breitenmoser/n(1963, CH) has been a member of the Board of Directors since 2019. James R. Murdoch (1972, US) and Jeffrey/nPalker (1973, US) have been members of the Board of Directors since 2020. Andrea Zappia (1963, IT) has been/na member and Chairman of the Board of Directors since 2021./nInformation on the members of the Board of Directors can be found in the Management Report (Annual Report)/nunder ""Corporate Governance"" / ""Board of Directors"".

The Annual Report is part of the integrated Business/nReport and available on the MCH Group website:
/nhttps://www.mch-group.com/en/investors/reports"