Remuneration Report 

Dear Shareholders,

I am honored to present the 2024 Remuneration Report on behalf of the Board of Directors and the Remuneration and Nomination Committee of BELIMO Holding AG.

This report comprehensively details the influence of our 2024 performance on the remuneration of the Executive Committee. It also affirms that the compensation awarded to both the Board of Directors and the Executive Committee adhered to the limits approved at the 2024 Annual General Meeting and is in line with market practices.

The Remuneration and Nomination Committee assiduously managed compensation-related topics throughout the year. This included reviewing and setting the Executive Committee’s annual objectives, evaluating end-of-year performance, determining the remuneration for the Board of Directors and Executive Committee, and preparing for the say-on-pay votes at the Annual General Meeting.

The Board of Directors, based on the recommendations of the Remuneration and Nomination Committee, has decided as of the Annual General Meeting 2025 to adjust the annual fixed fee of the Chairman of the Board from gross CHF 254 000 to gross CHF 330 000. This adjustment is being made to bring the Chairman's remuneration in line with the market. In addition, annual committee fees of gross CHF 20 000 will be introduced for Chairpersons of committees. These have been the first adjustments to Board compensation since 2017. The remuneration of the Board of Directors has not been adjusted since 2017. Since the term 2024/25 the Board of Directors is awarded 40% of their fixed compensation in undiscounted, restricted BELIMO Holding AG shares. This further enhances the engagement and commitment to our long-term objectives and growth strategy.

A key initiative this year was the revision of the Executive Committee's remuneration system for implementation as of 2025. Parts of this revision are changes in the key performance indicators utilized to measure the performance, the pay-out of the variable remuneration and the introduction of clawback rules. Furthermore, Shareholding Guidelines are being introduced for both the Board of Directors and the Executive Committee as of 2025.

The Board of Directors, based on the recommendations of the Remuneration and Nomination Committee, has decided to continue with the pre-existing compensation composition for the Executive Committee, i.e. fixed pay plus a performance-based variable pay with a long-term alignment through the award of restricted shares. No additional long-term incentive scheme is being introduced. We are convinced that the Belimo compensation system offers significant advantages by promoting a stronger long-term focus, which is essential for balancing short-term, mid-term, and long-term objectives.

In summary, the changes to the remuneration system aim to further enhance the long-term orientation and commitment of Belimo's top executives for three reasons. First, a portion of the variable remuneration will be paid out in restricted shares. Second, Shareholding Guidelines will ensure substantial participation in the Company’s risks and returns. Third, the long-term Balanced Scorecard (BSC) Index objectives align with Belimo's 10-year Growth Strategy. Together, these elements will ensure that executives remain dedicated to the Company’s long-term success.

More detailed explanations regarding the planned changes can be found in this report.

In the Annual General Meeting 2025 we plan to ask our shareholders to vote on one additional member to our Board of Directors. This request is placed in conjunction with long-term succession planning for our Audit Committee Chair with the aim to ensure an appropriate onboarding period of a new member. The increase to eight Board members is considered to be temporarily with the aim to reduce to seven members as of the Annual General Meeting 2026.

Our dedication to diversity was further highlighted by the appointment of Sandra Pitt as Chief Human Resources Officer (CHRO) to our Executive Committee as of January 2025, which will raise female representation to 25%, overachieving the Swiss corporate law recommendation in force as of 2026. In addition, the Company has created the function Head of Culture, whose incumbent started in November 2024 working on creating a Diversity, Equity and Inclusion (DEI) concept for Belimo as well as contributing to the ongoing development of our unique culture. This appointment will further strengthen our commitment to diversity within Belimo.

We firmly believe that our robust governance and prudent remuneration policies are crucial for realizing our ambitious growth objectives. We extend our gratitude to you, our esteemed shareholders, for your continued insightful feedback and unwavering support. We trust you will find this report informative and valuable.

Sincerely,