2 Remuneration policy

The Rieter Group’s remuneration policy is derived from its strategy, which is aligned with the interests of all stakeholder groups. The members of the Board of Directors and Group Executive Committee are incentivized to generate a sustainable increase of the company’s value through a competitive remuneration system. The principles of the remuneration system are set out in Articles 27 to 30 of the Articles of Association of Rieter Holding Ltd. This Remuneration Report provides an overview of the remuneration principles and packages of Rieter Holding Ltd. It outlines the process for determination of remuneration and includes detailed information on the remuneration paid to the Board of Directors and the Group Executive Committee for financial year 2024.

The total remuneration for the Board of Directors and Group Executive Committee is subject to approval at the annual general meetings. The Remuneration Report for the 2024 financial year will be submitted to the shareholders for a consultative vote at the Annual General Meeting on April 24, 2025, allowing them to comment on the remuneration policy, the remuneration system and remuneration disclosure.

The remuneration paid to the Board of Directors is not related to performance. The remuneration paid to the members of the Group Executive Committee consists of a base salary, plus an additional variable remuneration based on the achievement of specific performance targets. To ensure consistent alignment with long-term shareholder interests, 50 percent of the variable remuneration is paid out in the form of restricted shares. This three-year vesting period for the allocated shares ensures a strong correlation between the share-based remuneration and the long-term development of Rieter’s enterprise value.

Equal pay is a key concern for Rieter. In addition to the salary analyses carried out in Switzerland, all of which confirmed that Rieter complies with the principle of equal pay, similar audits of the remuneration structures are planned at all Rieter locations over the next two years.

The tables listed in section 3 have been audited by the statutory auditor.

The report was prepared in accordance with the requirements of the Swiss Code of Obligations (CO), the Directive on Information relating to Corporate Governance of the SIX Swiss Exchange, the “Swiss Code of Best Practice for Corporate Governance” of economiesuisse and the Articles of Association of Rieter Holding Ltd.

Annual general meeting – shareholders’ participation rights

Under Section 13 in conjunction with Section 27 of the Articles of Association, the annual general meeting approves the maximum total remuneration for the Board of Directors and the maximum total remuneration for the Group Executive Committee for the financial year following the meeting.

The annual general meeting recognizes the Remuneration Report for the past financial year through a consultative vote.

In recent years, Rieter has made additional efforts to improve the transparency and level of detail in the disclosure of its remuneration principles and packages. In addition, Rieter submits the Remuneration Report to the annual general meeting for a consultative vote in order to give shareholders the opportunity to express their views on the remuneration system.

Remuneration Committee

The Remuneration Committee comprises a minimum of three and a maximum of five members of the Board of Directors. These members are proposed to the annual general meeting by the Board of Directors and elected at that meeting. The term of office is one year until the end of the next annual general meeting. The chairwoman/chairman of the Remuneration Committee is elected by the Board of Directors.

The Remuneration Committee assists the Board of Directors in setting and reviewing the remuneration policy, remuneration guidelines and performance targets, and in preparing the proposals for the annual general meeting on the total amount of remuneration of the members of the Board of Directors and the Group Executive Committee. It prepares the Remuneration Report for submission to the Board of Directors.

The basic principles of the remuneration policy are reviewed annually. The chairwoman of the Remuneration Committee may invite the CEO and the Head Group Human Resources to the meetings as required. The CEO does not attend the meetings at which his own remuneration is determined.

The Remuneration Committee held five meetings during the 2024 financial year. The minutes are available to the entire Board of Directors.