Geberit : Invitation to the 24th ordinary General Meeting on 19 April 2023

RUBRIK

INVITATION

GENERAL MEETING 2023

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RUBRIK

INVITATION

24TH ORDINARY GENERAL MEETING

DATE

19 APRIL 2023 AT 4:30 P.M. (DOORS OPEN AT 3:30 P.M.)

LOCATION

SPORTHALLE GRÜNFELD GRÜNFELDSTRASSE 8 8645 RAPPERSWIL-JONA SWITZERLAND

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TO THE SHAREHOLDERS

OF GEBERIT AG

Dear Sir or Madam

We are pleased to invite you to our 24th ordinary General Meeting. Enclosed, please find the agenda of the General Meeting, the response slip for ordering admission cards, and the Summary Report on the 2022 business year. The complete 2022 Annual Report may be viewed at

→ www.geberit.com/annualreport.

We kindly ask you to return the completed and signed response slip using the envelope provided. Your admission card will then be sent to you.

We would also like to draw your attention to the possibility of sending us your response online via the shareholder portal: At →https://gvmanager-live.ch/geberit you can register in person or also grant your proxy and issue instructions to the Independent Proxy. You will find your access data on the response slip. The electronic voting portal will be open until 16 April 2023.

On the shareholder portal you also have the option to register for future years. In this case, you will be informed electronically in the future about the upcoming General Meeting.

Of course, you can still attend the General Meeting in person. Without explicit registration on the portal, you will continue to receive your General Meeting documents by post.

The General Meeting will be held in Rapperswil-Jona on Wednesday, 19 April 2023, beginning at 4:30 p.m. After the meeting, you are cordially invited to join us for an aperitif.

The proposed draft of the Articles of Incorporation may be downloaded from → www.geberit.com/ general-meeting.

We very much look forward to welcoming you personally at our General Meeting.

Yours faithfully

Geberit AG

Albert M. Baehny

Chairman of the Board of Directors

Enclosures

• Agenda of the General Meeting
• Response slip/instruction form with return envelope
• Summary Report of the 2022 business year
• Order card for the Chronicle 2022 and the Half-Year Report 2023

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AGENDA AND PROPOSALS

1. Approval of the Business and Financial Review, the Financial Statements and the Consolidated Financial Statements for 2022, acceptance of the Auditors' Reports Proposal: The Board of Directors proposes approval of the Business and Financial Review, the Financial Statements and the Consolidated Financial Statements 2022.

Explanations: In their reports to the General Meeting, PricewaterhouseCoopers AG, the independent auditors, confirmed the Business and Financial Review, Financial Statements and Consolidated Financial Statements for 2022 without reservations. Accordingly, the Board of Directors proposes the approval of the Business and Financial Review, Financial Statements and Consolidated Financial Statements for 2022.

2. Resolution on the appropriation of available earnings

Proposal: The Board of Directors proposes the appropriation of available earnings as follows:

Net income for the business year 2022	CHF	977,552,213
Balance brought forward	CHF	14,953,113
Total available earnings	CHF	992,505,326
Transfer to free reserves	CHF	550,000,000
Proposed dividend of CHF 12.60 per share	CHF	435,474,673*
Balance to be carried forward	CHF	7,030,653
Total appropriation of available earnings	CHF	992,505,326

*  The shares held by the Company at the time of the dividend payment do not carry dividend rights. The amount of the dividend shown can thus change accordingly.

Explanations: The total available earnings of Geberit in the financial year 2022 amounts to CHF 992,505,326. Of this amount, CHF 550,000,000 shall be allocated to the general legal re- serve. For each share entitled to dividends, an ordinary dividend distribution of CHF 12.60 (i.e. a total of CHF 435,474,673) is proposed. The remaining earnings of CHF 7,030,653 shall be carried forward. The appropriation of retained earnings and distribution of an ordinary dividend are based on the Company's financial statements audited by the Independent Auditors and as to be approved in agenda item 1.

If the proposal according to this agenda item 2 is approved, the dividend less 35% with­ holding tax will be paid on April 25, 2023.

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AGENDA AND PROPOSALS

3. Discharge of the Board of Directors

Proposal: The Board of Directors proposes to grant discharge to the members of the Board of Directors for the 2022 business year.

Explanations: The discharge of the members of the Board of Directors by law constitutes

a non-transferable power of the General Meeting. The Company is not aware of any facts that would preclude full discharge.

4. Amendments to the Articles of Incorporation

Under agenda items 4.1 to 4.7 the Board of Directors proposes to the General Meeting various amendments to the Articles of Incorporation. In doing so, it implements the revision of the

Code of Obligations (CO) of June 19, 2020 (the so-called "revision of the corporate law") and

at the same time takes the opportunity to modernise individual provisions of the Articles of In- corporation. Unless otherwise stated, a majority of the votes cast is required to adopt the proposals.

4.1 Mandatory amendments to the Articles of Incorporation to reflect the revised corporate law

Proposal: The Board of Directors proposes to amend, delete or supplement Art. 7 para. 2 sentence 3, Art. 8 para. 2, 3 and 4, Art. 9, Art. 10 para. 2, Art. 11 para. 4, Art. 12 para. 3, Art. 17 para. 2 item 7, Art. 21 para. 1 sentence 3, Art. 24 and Art. 25 para. 2 sentence 2 of the Articles of Incorporation of the Company as follows:

Current wording	Revised wording (changes in bold)
Art. 7 para. 2 sentence 3	Art. 7 para. 2 sentence 3
"Further, one or more shareholders represent-	"Further, one or more shareholders represent-
ing together at least 3% of the share capital	ing together at least 3% of the share capital or
may jointly in writing by indicating the agenda	voting rights may jointly in writing by indicating
items and the motions, in case of elections the	the agenda items and the motions, in case of
name of the proposed candidates, request that	elections the name of the proposed candi-
an extraordinary general meeting is called for."	dates, request that an extraordinary general
	meeting is called for."

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