From the Sector

• Bernhard Jucker will not stand for re-election as Chairman of the Board of Directors at the Annual General Meeting on April 17, 2024 due to reaching the age limit
• Thomas Oetterli will be proposed as the new Chairman of the Board of Directors at the 2024 Annual General Meeting and will continue in his role as CEO of the Rieter Group
• Roger Baillod will be named as Lead Independent Director
• Jennifer Maag will be proposed for election as a new member of the Board of Directors

Bernhard Jucker will not stand for re-election as Chairman of the Board of Directors at the next Annual General Meeting on April 17, 2024, having reached the age limit. The Board of Directors would like to thank Bernhard Jucker for his outstanding and valuable commitment. During his term of office, he has successfully developed the company through acquisitions and optimization of the sites.

The Board of Directors of Rieter Holding AG proposes to the shareholders the election of Thomas Oetterli as the new Chairman of the Board. He will continue in his role as CEO of the Rieter Group. The dual mandate is an interim measure to ensure the sustainable implementation of the “Next Level” performance program. The Board of Directors is convinced that Thomas Oetterli has the qualifications and the ideal background experience as the future Chairman of Rieter Holding Ltd.

Roger Baillod, member of the Board of Directors since 2016 and Vice Chairman since 2022, will be named as Lead Independent Director. Together with the Board of Directors, Roger Baillod will use his many years of experience to continue to ensure good corporate governance.

Jennifer Maag will be proposed for election to the Board of Directors at the Annual General Meeting on April 17, 2024. Ms. Maag, native-born in the USA, has Swiss and German citizenship and holds a Bachelor’s degree in Economics from the University of California, Berkeley (USA). Ms. Maag is currently a member of the Board of Directors of Kardex Holding AG, Zurich, Weidmann Holding AG, Rapperswil, VT5 Acquisition Company AG, Pfäffikon (SZ) and Nova Property Fund Management AG, Pfäffikon (SZ). In 1999, Jennifer Maag founded Capital Concepts International AG, Zurich (Switzerland), a mergers and acquisitions consulting firm, where she remains as managing partner. From 1996 to 1999, she was a senior manager in the corporate finance department of KPMG AG in Zurich. She previously worked in auditing at Deloitte in Munich (Germany) and Zurich, during which time she completed her education as a Certified Public Accountant (CPA).

Shareholders Adopt All Motions Proposed by the Board of Directors

• Distribution of a dividend of CHF 1.50 per share approved
• Remuneration Report 2022 and future remuneration of Board of Directors and Group Executive Committee formally accepted
• All members of the Board of Directors who stood for re-election were elected
• Thomas Oetterli newly appointed to the Board of Directors
• KPMG newly elected as statutory auditors
• Amendments to the Articles of Association approved

On April 20, 2023, 325 shareholders, who represent 66.2% of the share capital, attended the 132nd Annual General Meeting of Rieter Holding Ltd.

Dividend
The shareholders approved the proposal of the Board of Directors to distribute a dividend of CHF 1.50 per share. The dividend for the 2022 financial year will be paid on April 24, 2023.

Annual Report, Financial Statements, Consolidated Financial Statements and Remuneration Report
The shareholders also adopted all other motions proposed by the Board of Directors, namely approval of the annual report, financial and consolidated financial statements for 2022. Moreover, they formally approved the actions of the members of the Board of Directors and those of the Group Executive Committee in the year under review.

By way of a consultative vote, the shareholders also approved the Remuneration Report 2022.

Remuneration of the Members of the Board of Directors and the Group Executive Committee
In two separate binding votes, the proposed maximum total remuneration of the members of the Board of Directors and the Group Executive Committee for the 2024 financial year was approved.

Re-Election of the Members of the Board of Directors
The Chairman of the Board, Bernhard Jucker, and the Directors, Hans-Peter Schwald, Peter Spuhler, Roger Baillod, Carl Illi, Sarah Kreienbühl and Daniel Grieder were confirmed for a further one-year term of office. In addition, Thomas Oetterli was newly elected to the Board of Directors for a term of office.

The members of the Remuneration Committee who were standing for election –
Hans-Peter Schwald, Bernhard Jucker and Sarah Kreienbühl – were likewise re-elected for a one-year term of office.

Election of KPMG as Statutory Auditors
The shareholders also adopted the proposal of the Board of Directors to elect KPMG AG, Zurich, as new statutory auditors for the financial year beginning January 1, 2023.

Amendments to the Articles of Association
The shareholders further approved the proposals of the Board of Directors to amend the Articles of Association of Rieter Holding Ltd., in order to implement the requirements of the reform of the Swiss company law, which came into force on January 1, 2023.

As the Rieter Holding Ltd. Announced, during the course of the acquisition of three Saurer businesses’, it came to serious violations of the statutory duty of loyalty, the obligation to maintain business secrets and the Rieter Code of Conduct by two members of the Board of Directors. They are said to have misused information internal to the Board of Directors in order to compete with Rieter through an offer of their own.

The Board of Directors considers this to be a strong violation of Rieter’s interests, to the detriment of all of its stakeholders, and a sustained breach of the relationship of trust within the Board of Directors which makes further cooperation impossible.

Therefore, the Board of Directors of Rieter Holding Ltd. intends to convene an Extraordinary General Meeting to dismiss these members. Furthermore, to protect Rieter’s interests, the Board of Directors will file a criminal complaint against them.

• Order intake of CHF 975.3 million (first half of 2020: CHF 250.7 million).
• Sales of CHF 400.5 million (first half of 2020: CHF 254.9 million).
• EBIT of CHF 9.0 million and net profit of CHF 5.3 million

The first half of 2021 has been characterized by a strong market recovery in combination with a regional shift in demand for new machinery and systems. Rieter anticipates a normalization of the demand for new systems in the coming months. The company assumes that spinning mills will continue to work at high-capacity levels.

For the full year, Rieter expects sales to be above CHF 900 million.

The realization of sales from the order backlog continues to be associated with risks in light of bottlenecks in material deliveries and freight capacities as well as the ongoing pandemic in key markets for Rieter.

In recent years, Rieter has implemented its strategy based on the cornerstones of innovation leadership, strengthening the components, spare parts and services businesses, and adjusting cost structures.

Crisis management in the pandemic year of 2020 was aimed at protecting employees, fulfilling customer commitments, ensuring liquidity, and also strengthening the market position for the time after the pandemic as well as retaining the ability to benefit from the incipient market recovery.

The focus for 2021 remains on the implementation of this strategy. The measures for crisis management relating to the protection of employees and fulfilling customer commitments are still in effect in countries that continue to be affected by the pandemic.

The Rieter Board of Directors has approved the implementation of the CAMPUS project. The Rieter CAMPUS comprises a customer and technology center as well as an administration building at the Winterthur location. It will make an important contribution to the implementation of the innovation strategy and to the enhancement of Rieter’s technology leadership position.

Based on Article 27 of Regulation 3 on measures to combat the Corona Virus (COVID-19), the Board of Directors of Rieter Holding Ltd. decided that shareholders can exercise their voting rights exclusively by authorizing the independent proxy. Shareholders therefore could not attend the Annual General Meeting in person. The AGM was held on the premises of Rieter Holding Ltd. at the company’s headquarters in Winterthur.

At the Annual General Meeting of Rieter Holding Ltd. on April 15, 2021, the independent proxy represented a total of 2 084 shareholders who hold 63.6% of the share capital.

The shareholders approved the proposal of the Board of Directors not to distribute a dividend in view of the negative business result. In addition, they approved the proposed maximum total amounts of the remuneration of the members of the Board of Directors and of the Group Executive Committee for fiscal year 2022.

The Chairman of the Board, Bernhard Jucker, and the members of the Board of Directors This E. Schneider, Hans-Peter Schwald, Peter Spuhler, Roger Baillod, Carl Illi and Luc Tack were confirmed for an additional one-year term of office. Stefaan Haspeslagh was newly elected to the Board of Directors for a one-year term of office.

Furthermore, This E. Schneider, Hans-Peter Schwald and Bernhard Jucker, the members of the Remuneration Committee who were standing for election, were also each re-elected for a one-year term of office.

Shareholders also adopted all other motions proposed by the Board of Directors, namely the approval of the annual report, the financial statements and the consolidated financial statements for 2020, and formal approval of the actions of the members of the Board of Directors and those of the Group Executive Committee in the year under review.

Outlook Updated
As already communicated at the Results Press Conference on March 9, 2021, Rieter expects the market recovery to continue in 2021. The company expects an order intake exceeding CHF 500 million in the first half of 2021. For the first half of 2021, Rieter still anticipates that sales will be below break-even point. For the full year 2021, Rieter expects an operating profit.

Order Intake Continued to Recover in the Fourth Quarter of 2020:

• Order intake increased to CHF 215.1 million in the fourth quarter of 2020 and reached a total of CHF 640.2 million in the 2020 financial year
• As expected, sales of CHF 573.0 million in the 2020 financial year were significantly down on the previous year
• EBIT margin of around -15% and net profit of around -16% of sales expected
• First half of 2021 still heavily impacted by the COVID-19 pandemic
• Change to the Group Executive Committee

Rieter posted a globally and broadly supported order intake of CHF 215.1 million in the fourth quarter of 2020. Thus, the recovery that began in the third quarter of 2020 after the slump in demand in the second quarter continued (order intake second quarter: CHF 45.7 million, third quarter: CHF 174.4 million). Overall, Rieter’s annual order intake for the 2020 financial year totaled CHF 640.2 million, which corresponds to a decrease of 31% compared to the previous year.

At the end of 2020, the company had an order backlog of about CHF 560 million (December 31, 2019: about CHF 500 million).

As expected, as a consequence of the economic effects of the COVID-19 pandemic, the Rieter Group closed the 2020 financial year with considerably lower sales than in the previous year. According to the first, as yet unaudited figures, total sales of CHF 573.0 million were achieved, which corresponds to a decrease of 25% compared to the previous year (2019: CHF 760.0 million).

Order Intake by Business Group
All three business groups were affected by the slump in demand in the second quarter of 2020 due to the COVID-19 pandemic. Despite the recovery in order intake in the third and fourth quarters of 2020, the weak second quarter was only partially offset.

The Business Group Machines & Systems was particularly hard hit by the effects of the pandemic, with a year-on-year decline of 35%. The Business Groups Components and After Sales each recorded a 24% reduction in order intake.*

Sales by Business Group
The exceptional market situation in 2020 gave rise to a significant decline in sales in all three business groups. Accordingly, reluctance to invest and deferred deliveries by customers caused sales in the Business Group Machines & Systems to decline by 24% compared to the previous year.

Due to COVID-19, a large number of spinning mills stopped production worldwide. This led to low demand for spare parts and wear parts, especially in the second and third quarters of 2020. Accordingly, compared to the previous year, sales in the Business Groups Components and After Sales fell by 24% and 27% respectively in the 2020 financial year.*

Sales by Region
With the exception of Turkey, all regions were affected by the low demand as a consequence of the COVID-19 pandemic.*

EBIT Margin and Net Profit
In the 2020 financial year, Rieter anticipates an EBIT margin of around -15% (2019: 11.2%) and net profit of around -16% of sales (2019: 6.9%). As of December 31, 2020, Rieter had liquid funds of exceeding CHF 280 million and unused credit lines in the mid three-digit million range.

First Half of 2021 Still Heavily Impacted by the COVID-19 Pandemic
Thanks to the improved capacity utilization, Rieter is planning short-time working in only a few areas in the first half of 2021. Nevertheless, Rieter expects sales in the first half of 2021 to be below the break-even point.*

Change to the Group Executive Committee
With effect from March 1, 2021, the Board of Directors of Rieter Holding Ltd. has appointed Roger Albrecht as Head of the Business Group Machines & Systems and a member of the Group Executive Committee.*

Annual General Meeting April 15, 2021
The 2021 Annual General Meeting of Rieter Holding Ltd. will take place in Winterthur on April 15, 2021.*

*See attached document for more information.

• All motions approved
• Dividend of CHF 4.50 agreed
• COVID-19

In relation to participation in the Annual General Meeting on April 16, 2020, the Board of Directors of Rieter Holding Ltd. arranged exclusively written or electronic voting and the granting of power of attorney to the independent proxy. In taking this approach, the Board of Directors relied on Article 6a, lit. b of Ordinance 2 of the Swiss Federal Council (Measures to Combat the Coronavirus of March 16, 2020). Physical participation by the shareholders was therefore not possible. The Annual General Meeting was held on the premises of Rieter Holding Ltd. at the company’s headquarters in Winterthur.

At the Annual General Meeting of Rieter Holding Ltd. on April 16, 2020, the independent proxy represented a total of 2 025 shareholders who hold 64.3% of the share capital.

A dividend of CHF 4.50 per share was agreed. The shareholders approved the proposed maximum total amounts of the remuneration of the members of the Board of Directors and of the Group Executive Committee for fiscal year 2021.

The Chairman of the Board, Bernhard Jucker, and the members of the Board of Directors This E. Schneider, Michael Pieper, Hans-Peter Schwald, Peter Spuhler, Roger Baillod, Carl Illi and Luc Tack were confirmed for an additional one-year term of office.
Furthermore, This E. Schneider, Hans-Peter Schwald and Bernhard Jucker, the members of the Remuneration Committee who were standing for election, were also each re-elected for a one-year term of office.

Shareholders also adopted all other motions proposed by the Board of Directors, namely approval of the annual report, the financial statements and the consolidated financial statements for 2019, and formal approval of the actions of the members of the Board of Directors and those of the Group Executive Committee in the year under review. In addition, the authorized capital was extended for a further two years.

COVID-19
At present, it is not possible to predict how the global COVID-19 pandemic will affect Rieter’s sales and earnings in the first and second half of 2020, and thus also for 2020 as a whole.

Rieter therefore refrains from providing an outlook for financial year 2020 and will issue the relevant information as part of the semi-annual report on July 16, 2020.
The company has taken the necessary measures to protect employees and to meet commitments to customers as far as possible.

Thanks to long-standing customer relationships, a focus on innovation, global positioning and the company’s financial stability, Rieter will successfully overcome the challenges.

At the Swiss-Egyptian Investment Forum which took place on February 3 in Cairo (Egypt), the Cotton & Textiles Holding Company and Rieter signed additional contracts related to the modernization program for the Egyptian textile industry.

Further Orders from Egypt:

• Contracts for additional projects signed in Cairo
• Order volume is around 30 million Swiss francs
• Order intake in the first half year of 2020 expected

The total volume of the contracts sums up to around 210 million Swiss Francs, including the contracts which had been signed at ITMA 2019 in Barcelona and which represent a volume of around 180 million Swiss Francs.

Rieter expects the full amount of orders to be booked as order intake in the first half year of 2020. So far, 165 million Swiss Francs have been booked.

Sales expected to be realized in financial years 2020/2021
At ITMA 2019, the Rieter Group signed contracts for seven projects with Cotton & Textile Industries Holding Company, Cairo (Egypt), for a total volume of around 180 million Swiss francs.

The order intake for the first six projects in the amount of around 165 million Swiss francs was booked upon receipt of the down payment on October 7, 2019; sales are expected to be realized in financial years 2020/2021. The order includes deliveries of compact and ring spinning systems and is

• Order intake in the first• Order intake in the first half of 2019 amounted to CHF 378.3 million, 26% below the previous year period
• At CHF 416.1 million, sales were 19% down on the previous year period
• EBIT of CHF -1.2 million and net profit of CHF -3.8 million
• Implementation of cost-cutting measures proceeding according to plan
• Innovations successfully launched at ITMA 2019 in Barcelona
• Major order from Egypt signed – worth around CHF 180 million
• Completion of real estate sale in Ingolstadt (Germany) expected in the third quarter 2019
• Outlook unchanged compared to spring 2019

In the first half of 2019, Rieter posted an order intake of CHF 378.3 million (first half year 2018: CHF 511.8 million). This represents a decline of around 26% compared to the previous year period. As already reported, the main reason was low demand in the new machinery business (Business Group Machines & Systems: -34%). Rieter understands that market share remained unchanged at the previous year’s level of around 30%. Order backlog as at June 30, 2019 was CHF 295 million (December 31, 2018: CHF 325 million).