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.

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.

At the 128th Annual General Meeting of Rieter Holding Ltd. on April 4, 2019, 502 shareholders, who represent 63.8% of the share capital, participated. A dividend of CHF 5.00 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 the fiscal year 2020.

The Chairman of the Board of Directors, 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 oneyear 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 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 2018, 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.