Trifork Group AG

Category: Notifications issued to company members/nSub-category: Invitation to the General Meeting/nPublication date: SHAB 21.03.2025/nPublicly viewable until: 21.03.2030/nPublication number: UP04-0000006795/nInvitation to the ordinary general meeting Trifork/nGroup AG/nOrganisation concerned:/nTrifork Group AG/nCHE-474.101.854/nNeuhofstrasse 10/n8834 Schindellegi/nGeneral meeting details:/n15.04.2025, 12.00 Uhr, Grabenstrasse 2, 6340 Baar.

Switzerland/nInvitation/Agenda:
/nFor details, please refer to the invitation in the appendix./n1/nTO THE SHAREHOLDERS OF/nTrifork Group AG/nSchindellegi (Feusisberg)/nINVITATION/nto the Annual General/nMeeting 2025 (AGM) of/nTrifork Group AG/n(Company)/nAS OF/n15 April 2025 at 12.00 p.m. CEST/n(door opening 11.45 a.m. CEST)/nAT/nGrabenstrasse 2/n6340 Baar/nSwitzerland/nAgenda and Motions of the Board of Directors/n1. Approval of the annual report,/n the annual financial state-/n ments and the consolidated/n financial statements for the/n financial year 2024;
acknowl-/n edgment of the reports of/n the auditors and approval of/n the ESG report (sustainability/n statements) for the financial/n year 2024/n 1.1. Approval of the annual report, the/n annual financial statements and the/n consolidated financial statements for/n the financial year 2024;
acknowledg-/n ment of the reports of the auditors/n The Board of Directors proposes to/n approve the annual report, the annual/n financial statements and the consolidat-/n ed financial statements for the financial/n year 2024./n EXPLANATION/n The Board of Directors is required by law/n to submit the annual report, the annual/n financial statements and the consolidat-/n ed financial statements to the AGM for/n approval. In its reports to the AGM, Ernst/n & Young AG, Zurich, as statutory auditors,/n recommends without qualification that/n the consolidated and standalone annual/n financial statements of the Company be/n approved./n 1.2. Approval of the ESG report/n (sustainability statements) for the/n financial year 2024/n The Board of Directors proposes to ap-/n prove the ESG report (sustainability state-/n ments) for the financial year 2024./n EXPLANATION/n Since the beginning of the year 2024,/n the Board of Directors is required by law/n to submit the ESG report to the AGM for/n its approval. As Trifork Group AG is listed/n at NASDAQ Copenhagen, it is regulatory/n required to issue a report in accordance/n with the Corporate Sustainability Report-/n ing Directive (CSRD) and have it approved/n by the AGM following the European Sus-/n tainability Standards (ESRS)./n2. Use of balance sheet profit/n 2.1.

Appropriation of retained earnings/n The Board of Directors proposes to carry/n forward the retained earnings to the new/n account as set out as follows:
/n Retained earnings CHFk/n Balance carried forward/n from prior year/n 60,935/n Net income 2,931/n Transactions with treasury/n shares/n -161/n Amount at the discretion of/n the AGM/n 63,705/n Balance to be carried/n forward/n 63,705/n EXPLANATION/n The AGM is by law and by the Compa-/n ny's Articles of Association competent for/n passing resolutions on the allocation of/n the retained earnings. The Board of Di-/n rectors proposes to carry forward the full/n amount of the retained earnings./n3. Discharge of the members of/n the Board of Directors and the/n Executive Management/n The Board of Directors proposes to/n discharge all members of the Board of/n Directors and the Executive Management/n for the financial year 2024./n EXPLANATION/n By discharging the members of the Board/n of Directors and the Executive Manage-/n ment, the Company and the approving/n shareholders declare that they will not/n hold the responsible persons accounta-/n ble for events from the past financial year/n that were brought to the attention of the/n AGM./n AGM Invitation - Trifork Group AG/n 2/n4. Elections/n 4.1.

(Re-)Election of the Chairperson and/n the members of the Board of Directors/n The Board of Directors proposes to:
/n a. Re-elect Julie Birgitte Galbo as Chair-/n person and member of the Board of/n Directors for a one-year term of office/n until (and including) the next AGM;
/n b. Re-elect Maria Helene Hjorth as mem-/n ber of the Board of Directors for a one-/n year term of office until (and including)/n the next AGM;
/n c. Re-elect Anne Templeman-Jones as/n member of the Board of Directors for/n a one-year term of office until (and/n including) the next AGM;
/n d. Re-elect Erik Theodor Jakobsen as/n member of the Board of Directors for/n a one-year term of office until (and/n including) the next AGM./n e. Re-elect Geeta Suresh Shukla Schmidt/n as member of the Board of Directors/n for a one-year term of office until (and/n including) the next AGM./n f. Elect Lars Stugemo as member of the/n Board of Directors for a one-year term/n of office until (and including) the next/n AGM./n EXPLANATION/n As the current term of office of the Chair-/n person and the members of the Board of/n Directors ends upon the conclusion of this/n AGM, they must be individually re-elected/n by the AGM./n Further, the Board of Directors proposes/n the election of an additional member of/n the Board of Directors./n For the presentation/n of the new candidate/n and his experience/n and know-how refer to:/n https://investor.trifork./n com/general-meeting//n 4.2.

Re-election of the members of the/n Nomination and Remuneration Com-/n mittee (NRC)/n The Board of Directors proposes to:
/n a. Re-elect Julie Birgitte Galbo as member/n of the NRC for a one-year term of office/n until (and including) the next AGM;
/n b. Elect Maria Helene Hjorth as new mem-/n ber of the NRC for a one-year term of/n office until (and including) the next/n AGM./n c. Elect Lars Stugemo as new member of/n the NRC for a one-year term of office/n until (and including) the next AGM./n EXPLANATION/n As the current term of office of the members/n of the NRC ends upon the conclusion of this/n AGM, they must be re-elected by the AGM./n As Oliver Frédéric Jaquet and Casey Louis/n Rosenthal are not standing for re-election/n to the Board and consequently to the NRC,/n the Board proposes to elect Maria Helene/n Hjorth and Lars Stugemo as new members/n of the NRC./n 4.3. Re-election of the Auditors/n The Board of Directors proposes the/n re-election of Ernst & Young AG, Zurich, as/n auditors for a one-year term of office./n EXPLANATION/n According to the Company's Articles of/n Association, the AGM shall elect the au-/n ditors of the Company for each financial/n year. The Board of Directors proposes to/n re-elect Ernst & Young AG for reasons of/n continuity. Ernst & Young AG confirmed its/n independence required for this mandate./n Ernst & Young AG was first appointed as/n the Company's statutory auditors for the/n financial year 2016./n The auditor in charge of the audit en-/n gagement took office as engagement/n partner for financial year 2019. According/n to the law, the auditor in charge must be/n rotated every seven years./n 4.4. Re-election of the Independent Proxy/n The Board of Directors proposes to re-/n elect Mr. André Weber, attorney-at-law, as/n independent proxy for a one-year term of/n office until (and including) the next AGM./n EXPLANATION/n According to the law, the independent/n proxy must be elected annually by the/n AGM. Mr. André Weber fulfils the inde-/n pendence criteria and does not have any/n other mandates for the Company. Thus,/n the Board of Directors proposes to re-/n elect him for reasons of continuity./n5. Approval of remuneration for/n the members of the Board of/n Directors and the Executive/n Management/n 5.1. Consultative vote on the remunera-/n tion report for the financial year 2024/n The Board of Directors proposes to ap-/n prove the remuneration report 2024 in a/n consultative vote./n EXPLANATION/n