Dormakaba : Invitation & explanation concerning the approval of the compensation of the BoD and the EC AGM 2022

Invitation to the Annual General Meeting

• Agenda and motions
• Organizational

11 October 2022

Mövenpick Hotel Zurich Regensdorf

2 dormakaba Holding AG

Agenda and motions

1. Reporting on the financial year 2021/22

1. Approval of the financial statements (including Group and Holding financial statements) and the Group Management Report for the financial year 2021/22
   The Board of Directors (BoD) proposes that the financial statements (including Group and Holding financial statements) and the Group Management Report for the financial year 2021/22 be approved after having taken note of the reports of the statutory auditors.
2. Advisory vote on the Compensation Report 2021/22
   The BoD proposes that the Compensation Report 2021/22 be ratified in a non-binding advisory vote.

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2. Appropriation of retained earnings of dormakaba Holding AG

The BoD proposes that the retained earnings at the disposal of the Annual General Meeting (AGM), i.e.

		CHF million
Net profit for the period	50.5
Allocation from reserves for treasury shares	7.0
Statutory retained earnings carried forward from previous year	482.1
Unappropriated retained earnings at the end of the period	539.6
Allocation from reserves from capital contributions	24.2
Total at the AGM's disposal	563.8

be appropriated as follows:

CHF million

Dividend distribution from unappropriated retained earnings* Distribution from reserves from capital contributions* Statutory retained earnings to be carried forward

Total at the AGM's disposal

24.2

24.2

515.4

563.8

• Calculated based on the number of shares as at 30 June 2022. The total amount of the distribution depends on the number of shares entitled to dividend as at 12 October 2022. Treasury shares are not entitled to dividend payout.

The BoD proposes to the AGM a distribution of total CHF 11.50 per share, in the form of an equal distribution half from unappropriated retained earnings and half from reserves from capital contributions. As in the previous year, the distribution from the reserves from capital contributions is made without deduction of the Swiss withholding tax of 35%. Shares of dormakaba Holding AG purchased until

12 October 2022 will entitle the holder to receive the distribution­. As of 13 October 2022, the shares will be traded ex-dividend. Subject to the approval of the motion by the AGM, the payment of the distribution will be settled as from

17 October 2022.

3. Discharge of the Board of Directors and of the Executive Committee

The BoD proposes that discharge be granted to the members of the BoD and of the Executive Committee (EC) for the financial year 2021/22.

4 dormakaba Holding AG

4. Elections to the BoD

The BoD proposes the new or re-election of the following members of the BoD for a term of one year each (by way of separate election). Resumes can be found under www.dk.world/BoD.

1. Re-electionof Riet Cadonau as member and Chair of the BoD in the same vote
2. Re-electionof Thomas Aebischer as a member
3. Re-electionof Jens Birgersson as a member
4. Re-electionof Stephanie Brecht-Bergenas a member
5. Re-electionof Daniel Daeniker as a member
6. Re-electionof Hans Gummert as a member
7. Re-electionof John Y. Liu as a member
8. New election of Svein Richard Brandtzaeg as a member
   Svein Richard Brandtzaeg (64), Norwegian Citizen, is a seasoned and reputed senior executive with broad leadership experience in various industries. Currently he is Vice-Chair of the Board of Directors of Swiss Steel AG (CH) as well as Vice-Chair of the Board of Den Norske Bank (DnB) ASA (NO), which is Norway's largest financial institution. In addition, he is a member of the Board of Mondi Plc (UK). Previously he was President and CEO of Norsk Hydro ASA from 2009 to 2019.
   Subject to his election, the BoD intends to appoint Svein Richard Brandtzaeg as Vice-Chair and Lead Independent Director of the BoD.
   He will be an independent member of the dormakaba BoD.
9. New election of Kenneth Lochiatto as a member
   Kenneth Lochiatto (59), US citizen, has over 35 years of industry experience, 25 of which he has spent in general management. Since 2015, he has been the President and CEO of Convergint, a global security and life safety systems integrator. He
   is a proven expert in the access industry with deep knowledge of technology and digital transformation.
   He will be an independent member of the dormakaba BoD.

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4.10 New election of Michael Regelski as a member

Michael Regelski (57), US citizen, is Senior Vice President Software R&D and Chief Technology officer of the Electrical Sector of Eaton Corporation which he joined in 2015. He held former leading roles in System & Controls engineering, mainly in the commercial building sector. Overall, he has more than 30 years of experience in senior technology leadership roles, including developing and implementing strategic digital and software transformation programs.

He will be an independent member of the dormakaba BoD.

5. Elections to the Nomination and Compensation Committee

The BoD proposes the new or re-election of the following members of the Nomi- nation and Compensation Committee for a term of one year each (by way of separate election):

1. Re-electionof Stephanie Brecht-Bergenas a member
2. New election of Svein Richard Brandtzaeg as a member
3. New election of Kenneth Lochiatto as a member
   Subject to his election, the BoD intends to appoint Svein Richard Brandtzaeg as Chair of the Nomination and Compensation Committee.

1. Appointment of PricewaterhouseCoopers AG as statutory auditors
   The BoD proposes the re-election of PricewaterhouseCoopers AG, Zurich, as statutory auditors for a term of one year.
2. Appointment of Law Office Keller Partnership as independent proxy
   The BoD proposes the re-election of the Law Office Keller Partnership, Zurich, as independent proxy for a term of one year.
3. Approval of the compensation of the BoD and the EC

8.1 Approval of the compensation of the BoD

The BoD requests the approval of a maximum total compensation amount for the BoD of CHF 3,200,000 for the period from the AGM 2022 until the AGM 2023.