4Remuneration Report

The Nomination and Compensation Committee generally consists of three members of the Board of Directors who are elected individually each year by the Annual General Meeting. The chair is also elected by the Annual General Meeting.

At the end of 2025, the members of the Nomination and Compensation Committee were: Hanspeter Fässler (Chairman), Jens Breu and Claude R. Cornaz. The Nomination and Compensation Committee held five standard meetings in 2025.

The Articles of Association of Dätwyler Holding Inc. contain provisions on the responsibilities and duties of the Nomination and Compensation Committee. The Articles of Association are available on our website.

The Nomination and Compensation Committee also has written regulations setting out its responsibilities. The Committee generally prepares the groundwork for proposals and decision-making by the full Board. It has executive authority only within the remuneration framework already approved in principle by the Annual General Meeting or Board of Directors and where expressly provided in the Articles of Association or a set of regulations. It meets upon invitation of its chair as often as necessary, but at least once a year. The Chairman and the CEO attend the meetings by invitation and in an advisory capacity, and the HR officer of the Group takes the minutes. The CEO does not attend the discussion of the agenda items relating to his/her performance and remuneration.

The remuneration system is normally reviewed every three years by the Nomination and Compensation Committee and may be adjusted to reflect the evolving business environment.

The Datwyler Group’s remuneration policy is compared against common standards for similar positions at comparable companies. The process for determining the elements and levels of remuneration for the Board of Directors and Executive Committee is based on a periodic benchmarking analysis on the basis of remuneration surveys and of remuneration disclosures published by comparable companies in their annual reports.

Comparable companies are defined as international industrial companies listed on the SIX Swiss Exchange with similar geographic scope, revenue, complexity, capitalization and employee headcount, such as Accelleron, Belimo, Bossard, Bucher Industries, Dormakaba, Geberit, Georg Fischer, Landis+Gyr, Komax, OC Oerlikon, SFS, VAT and Ypsomed.

The Annual General Meeting approves the proposals of the Board of Directors concerning the maximum aggregate amount for remuneration of the Board of Directors each year for the period up to the next ordinary Annual General Meeting pursuant to Art. 21b of the Articles of Association, and of remuneration for the Executive Committee for the following fiscal year pursuant to Art. 21c of the Articles of Association.

The amount of remuneration for members of the Board of Directors is based on service on the individual committees. It is determined annually by the Nomination and Compensation Committee within the parameters of the maximum amount approved by the Annual General Meeting and in compliance with Art. 21b of the Articles of Association and presented to the Board of Directors for approval. The members of the Board of Directors have a say in the relevant Board of Directors meetings.

The Articles of Association of Dätwyler Holding Inc. contain further provisions on the principles of performance-related remuneration, the allocation of equity securities, convertible and warrant rights and pension benefits, the additional amount for remuneration of the members of the Executive Board and the approval by the Annual General Meeting of the motions of the Board of Directors regarding the remuneration of the members of the Board of Directors and the Executive Board (Art. 21a–21d). The Articles of Association are available on our website.

The elements and amount of the remuneration are based on benchmarking analysis with the above-mentioned group of comparable international industrial companies.

Board members may receive additional compensation for assuming special duties, as well as for participation in meetings of a temporary additional committee, provided that this is defined in advance by the Board of Directors.

Fees are paid and shares allocated in June for the current year of Board service. They are subject to regular social security contributions but are not pensionable. There is no general reimbursement for travel expenses.

In order to achieve the target bonus for the performance indicators of net revenue growth and EBIT improvement, the median performance of the peer group must be reached for both indicators.

The maximum payout for net revenue growth and EBIT improvement can only be achieved if Datwyler outperforms all peer companies on the respective indicator. If Datwyler performs worse than all peer companies on one indicator, there will be no payout for that performance indicator. Values between 0% and the maximum amount are calculated by linear interpolation.

The Board of Directors may adjust the performance indicators or deviate from the calculation method in special circumstances.

The measurement parameters for the sustainability performance indicator are derived from the topics covered in the double materiality analysis. They may be defined and weighted annually by the Board of Directors.

The long-term incentive plan measures Datwyler’s performance relative to comparable peer companies over a three-year period and is based on what are known as performance share units (PSUs). A PSU is a conditional right to receive bearer shares of the company subject to the fulfillment of certain conditions during a three-year vesting period. The vesting conditions include both the achievement of predetermined performance objectives and a non-terminated employment relationship at the end of the vesting period.

As a basis for the allocation of PSUs, the Board of Directors has determined a target amount for each member of the Executive Committee. This target amount is based on the above-mentioned peer group. The grant value of the PSUs amounts to around one-third to two-thirds of the fixed base salary of the members of the Executive Committee.

At grant date (1 January), the target amount and the average closing share price during the twenty trading days before the grant date are used to determine the respective number of PSUs. The performance conditions (weighted at one-third each) were as follows in the reporting year:

• Relative net revenue growth

• Relative ROCE growth

• Relative total shareholder return (TSR)

Datwyler’s performance is measured annually over the three-year program period for all three indicators and compared with that of the above-mentioned peer group. The nine measurement points determined in this way show Datwyler’s performance over the three years. The peer group is confirmed by the Board of Directors prior to the annual grant of PSUs and may be adjusted if required.

The long-term incentive plan links a significant part of the Executive Committee’s remuneration to the company’s long-term performance, thus strengthening alignment with the shareholders’ interests. The payout factor is determined as follows:

• Percentile rank < 25% of the peer group (threshold): 0% payout

• Percentile rank at the median of the peer group: 100% payout

• Percentile rank > 75% of the peer group (cap): 200% payout

• Linear interpolation between these points

The combined payout factor is a weighted average of the payout factors for the three performance conditions. To determine the total number of shares vested to the participant at the end of the vesting period, the number of PSUs initially allocated is multiplied by the combined payout factor. The relative performance achievement and the combined payout factor are calculated by Obermatt AG.

If Datwyler reports a negative profit after tax (i.e. a loss) from continuous operations during the last year of the three-year vesting period, or if the Board of Directors believes that an adequate dividend cannot be paid out to shareholders, the Board of Directors reserves the right to determine whether and to what extent the PSUs for this period should be forfeited without any compensation, irrespective of the combined payout factor achieved.

In the case of departure from the company, the PSUs are usually forfeited without any compensation, except in the case of retirement, death, disability or change of control at the company. In such cases, shares are transferred to the participants on a pro-rata basis at the end of the vesting period based on the payout factor achieved; in the event of death, the pro-rata transfer already takes place at the time of death.

If Datwyler is required to prepare an accounting/financial restatement, clawback and malus provisions will apply to PSUs or shares awarded under the long-term incentive plan.

Members of the Executive Committee do not receive any particular executive benefits. They are entitled to a company car or equivalent compensation. Perquisites reflect the employer’s contribution to private use of business vehicles and child allowances. Members of the Executive Committee belong to the regular social and pension plans of the country in which their employment contracts were concluded.