Invitation to the ordinary

AnnualGeneral
Meeting
Friday,Mai 3, 2024

To the shareholders of theInterroll Holding AG
INVITATION AND AGENDA
to the Ordinary Annual General Meeting of Shareholders 2024
Date:
Place:

Friday, May 3, 2024, 2:00 pm
PalaCinema Locarno, Piazza Remo Rossi 1, 6600 Locarno (room Multiuso)

Dear Sir or Madam,
Agenda items and motions of the Board of Directors
1.

Votes on the financial and non­financial reporting for the financial year 2023
1.1 Approval of the Management Report, the Financial Statements of Interroll Holding AG andthe Consolidated Financial Statements for the financial year 2023
The Board of Directors proposes to approve the Management Report, the Financial
Statements of Interroll Holding AG and the Consolidated Financial Statements for thefinancial year 2023.
Explanation
The Board of Directors is required by law to submit the management report, the annual
financial statements and the consolidated financial statements to the Annual General
Meeting for approval. In their audit reports printed in the Annual Report, the auditors
PricewaterhouseCoopers AG, Zurich, recommend that the Annual General Meeting approve
the annual and consolidated financial statements 2023 without qualification.
1.2. Approval of the report on non­financial matters for the financial year 2023
The Board of Directors proposes to approve the report on non­financial matters for thefinancial year 2023.
Explanation
The Board of Directors is required by law to prepare a report on non­financial matters andsubmit it to the Annual General Meeting for approval.

2.

Appropriation of available earnings
The Board of Directors proposes to appropriate the available earnings as follows:
Result of Interroll Holding AGCHF
48,258,722
Balance sheet profit carried forward from previous year
CHF
131,196,978­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­Total at the disposal of the Annual General Meeting
CHF
179,455,700
Total distribution of a dividend
Carried forward to new account

CHF
CHF

27,328,000
152,127,700
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Dividend:
The distribution amount of CHF 27,328,000 corresponds to a dividend of CHF 32.00 per share(previous year CHF 32.00 per share). No dividends will be paid on treasury shares held by Interroll
Holding AG at the time of dividend distribution. In the event that this motion is accepted, thedividend payment will be paid in the second quarter 2024.
Explanation
Dividends can only be distributed by resolution of the Annual General Meeting. The auditors
PricewaterhouseCoopers AG, Zurich, have audited the proposed appropriation of available
earnings and confirm that it is in accordance with the law and the Articles of Incorporation.

3.

Discharge from liability of the members of the Board of Directors and Group Management
The Board of Directors proposes to grant discharge to the members of the Board of Directors andthe Executive Committee for the business year 2023.
Explanation
By granting discharge to the members of the Board of Directors and the Executive Board, theCompany and the approving shareholders declare that they will no longer hold the responsible
persons accountable for events of the past financial year. The discharge applies only to disclosedfacts.

4.

Approval of the remuneration of the Board of Directors and the Group Management
Explanation
All explanations and details concerning the remuneration can be found in detail in theRemuneration Report 2023. The Remuneration Report 2023 is part of the Annual Report 2023
(pages 25–35) and is also available electronically on the Interroll website www.interroll.com inthe Company/Sustainability/Sustainability Report section.
4.1. Advisory vote on the Remuneration Report 2023
The Board of Directors proposes to confirm the Remuneration for the financial year 2023 inan advisory vote.
Explanation
The Board of Directors is required by law to submit the compensation report for the financial
year 2023 to the Annual General Meeting for a consultative vote. The auditors
PricewaterhouseCoopers AG, Zurich, have audited the legally required parts of thecompensation report and confirm that it complies with the law and Art. 14­16 of theOrdinance against Excessive Compensation in Listed Stock Corporations.
4.2 Remuneration of the Board of Directors
The Board of Directors proposes at this year's Annual General Meeting the approval of themaximum possible total amount of the remuneration of the Board of Directors for the coming
term of office, i.e. ordinary Annual General Meeting 2024 to ordinary Annual General
Meeting 2025, in the amount of CHF 1,100,000 (one million one hundred thousand Swissfrancs; previous year; CHF 1,100,000).

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Explanation
On the occasion of the Annual General Meeting 2023, CHF 1,100,000 in directors' fees wereapproved and CHF 1,019,000 were effectively paid out.
At its meeting in December 2023, the Board of Directors decided to introduce a Sustainability
Committee to give the topic the necessary attention. As in the previous year, the proposed
maximum compensation includes a reserve for contingencies.
4.3 Remuneration of Group Management
At this year's Annual General Meeting, the Board of Directors proposes the approval of themaximum possible total amount of compensation for the members of the Group Executive
Committee for the current financial year 2024 in the amount of CHF 4.6 million (four million
six hundred thousand Swiss francs; previous year CHF 4.8 million).
Explanation
At the 2023 Annual General Meeting, CHF 4.8 million was approved for 2023 compensation
to the Group Executive Committee and CHF 3.9 million was effectively paid out.

5.

Elections to the Board of Directors
The Board of Directors proposes the re­election of the current members of the Board of Directors(incl. the Chairman of the Board of Directors), of Dr. Elena Cortona, Ms. Susanne Schreiber andMessrs. Stefano Mercorio, Ingo Specht, Markus Asch and Paul Zumbühl each for a term of office
until the end of the next Annual General Meeting.
Explanation
The term of office of the Chairman of the Board of Directors and the members of the Board ofDirectors will end at the close of the Annual General Meeting on May 3, 2024. They must therefore
be re­elected by the Annual General Meeting.
As the current Chairman of the Board of Directors, Paul Zumbühl, is proposed for re­election. Hewas CEO of the Interroll Group from January 01, 2000, to April 30, 2021. Assuming his re­election,
Paul Zumbühl will assume his office as Chairman for the term of office (Annual General Meeting2024 ­ Annual General Meeting 2025).
At the same time, Markus Asch, assuming his reelection as a member of the Board of Directors
will be appointed Vice Chairman of the Board of Directors for the coming term of office.
Information on the members of the Board of Directors and their areas of competence can befound in the annual report, "Corporate Governance Report ­ Board of Directors“ (page 16 – 17).
This is also available electronically on the Interroll website www.interroll.com in the section
Company/About Interroll/Corporate Governance.
5.1
5.2
5.3
5.4
5.5
5.6

Reelection of Mr. Paul Zumbühl as member and Chairman of the Board of Directors
Reelection of Mr. Stefano Mercorio
Reelection of Mr. Ingo Specht
Reelection of Dr. Elena Cortona
Reelection of Mr. Markus Asch
Reelection of Ms. Susanne Schreiber

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Elections to the Remuneration Committee
The Board of Directors proposes the election of Mr. Markus Asch and the reelection of Mr. Stefano
Mercorio as members of the Board of Directors’ Remuneration Committee, each for a term ofoffice until the end of the next Annual General Meeting.
Explanation
The terms of office of the members of the Compensation Committee expire at the close of theAnnual General Meeting on May 3, 2024. They must therefore be re­elected by the AnnualGeneral Meeting.
6.1
6.2

7.

Reelection of Mr. Markus Asch
Reelection of Mr. Stefano MercorioElection of the auditors
The Board of Directors proposes the reelection of PricewaterhouseCoopers as auditors for thefinancial year beginning January 1, 2024.
Explanation
According to the law and the Articles of Incorporation, the Annual General Meeting must electthe auditors. PricewaterhouseCoopers AG, Zurich, is a company supervised by the Swiss Federal
Audit Oversight Authority. The Board of Directors is of the opinion that PricewaterhouseCoopers
AG is best suited for the role as auditors of Interroll Holding Ltd.

8.

Election of the independent proxy
The Board of Directors proposes the reelection of Mr. Francesco Adami, RA, MAG Legis SA, Via
G.B. Pioda 14, 6900 Lugano, as an independent proxy of Interroll Holding AG until the end of thenext Annual General Meeting.
Explanation
According to the law and the Articles of Incorporation, the Annual General Meeting must electthe independent proxy. Mr. Adami has the necessary independence to exercise his mandate.

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Important information
Documents
The Annual Report 2023 including the Compensation Report and the Reports of the Statutory Auditors
are now available for inspection at the Company's registered office or can be viewed and downloadedon the Internet at https://www.interroll.com/investor­relations/reports­and­publications/.
Invitation
Shareholders with voting rights who are entered in the share register up to and including April 19,2024, at 5:00 p.m. (CEST) will receive this invitation to the Annual General Meeting together with theitems on the agenda.
Proxy/Power of Attorney
Shareholders who do not attend the Annual General Meeting in person may appoint any person, whoneed not be a shareholder, or be represented by the independent proxy Mr. Francesco Adami, RA,MAG Legis SA, Via G.B. Pioda 14, 6900 Lugano. To grant power of attorney, the enclosed reply form"Instruction to the independent proxy" may be used.
Remote voting by means of proxy and instructions to the independent voting right representative
Shareholders may issue proxies and instructions to the independent proxy Mr. Francesco Adami,attorney­at­law, MAG Legis SA, Via G.B. Pioda 14, 6900 Lugano, by electronic means at
https://interroll.netvote.ch. They may also use the enclosed reply form "Instruction to theindependent proxy". They can also use this method to register for the Annual General Meeting andorder their voting and admission cards. The personalized login data required for this purpose are on
the enclosed reply letter. Any changes to electronically submitted instructions are possible until April
30, 2024, 11:59 p.m. (CEST) at the latest.
Voting right
Shareholders of Interroll Holding Ltd. entered in the share register with voting rights on April 19, 2024,
at 5:00 p.m. (CEST) are entitled to vote. Shareholders who sell their shares after this time are notadmitted to the votes and elections of the General Meeting. From April 19, 2024, at 5:00 p.m. (CEST)
until and including May 3, 2024, no entries will be made in the share register. The registration in theshare register does not affect the trading of shares held by registered shareholders before, during orafter the Annual General Meeting.
Registration
Shareholders may submit their instructions, their registration for the Annual General Meeting and theirorder for voting and admission cards to areg.ch ag, Fabrikstrasse 10, 4614 Hägendorf (Switzerland) byno later than April 30, 2024 (reply letter received by areg.ch ag) using the enclosed reply letter.
Admission
To determine the attendance correctly, any shareholder entering the Annual General Meeting orleaving the Annual General Meeting early or temporarily is asked to present the admission card.
Shareholders who have not received an admission card may obtain one on the day of the AGM uponpresentation of the reply card or their ID at the information desk. Admission cards already issued lose
their validity if the shares belonging to them are sold before the General Meeting and the sale of suchshares is reported in the share register.

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Electronic invitation to the Annual General Meeting
If you wish to receive the invitation to the Annual General Meeting and the shareholders' letter
electronically earlier and without paper in the future, please enter this in the instruction issuing system
https://interroll.netvote.ch under the option "Select dispatch".
Access map/means of transport
PalaCinema Locarno, Piazza Remo Rossi 1, 6600 Locarno (room Multiuso) is centrally locatedoverlooking Piazza Remo Rossi, between Piazza Grande and Piazza Castello, next to Via Bernardino
Luini and Via Franchino Rusca.

Arrival by train (SBB Locarno station)
From Locarno train station you can reach PalaCinema Locarno on foot in less than 10 minutes.
Bus lines n. 1 / 7 / 311 from "Locarno Piazza Stazione" to "Locarno Piazza Castello" run regularly(timetable www.sbb.ch). The bus stop is located opposite the PalaCinema.
Arrival by car:A13 direction Locarno through the Mappo­Morettina tunnel. Exit Locarno. Parking is available at the"Parcheggio Centro Castello". On foot you can reach the PalaCinema in less than 5 min.

page 7 from 8SBB Locarno > PalaCinema: 750m / 10 min. on footBus route Locarno Piazza Stazione > Locarno Piazza CastelloSant'Antonino, March 19, 2024
Interroll Holding AG

For the Board of Directors
Paul Zumbühl, Chairman
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