Other Disclosures
Remuneration, Participations, and Loans
All information regarding remuneration of the Board of Directors and the Executive Committee of BELIMO Holding AG is provided in the Remuneration Report 2025.
Shareholders‘ Participation Rights
Limitation of Voting Rights and Proxies
Each share entered into the share register with voting rights entitles the voter to one vote at the General Meeting.
The shareholders may have themselves represented at the General Meeting, by means of a written power of attorney, by a proxy, who need not be a shareholder. The Board of Directors may issue procedural rules for participation, representation and issuing of instructions.
The independent voting right representative is elected for a term of office of one year including the subsequent Annual General Meeting. Re-election is possible. Shareholders can appoint their proxy and issue instructions to the independent voter representative electronically or by post.
The independent voting rights representative must exercise the voting rights based on the instructions received. If she/he has not received any instructions, she/he must abstain from voting. A general instruction to vote according to the Board of Directors' recommendations, for both announced and unannounced motions, is considered a valid instruction to exercise the voting rights, according to the Articles of Incorporation.
Quorum as per Articles of Incorporation
The General Meeting resolves and elects with the majority of votes cast, insofar as the law does not compulsorily specify otherwise. In case of a tie, the Chair of the Meeting has the casting vote.
In the case of an election, if the absolute majority is not reached in the first ballot, the relative majority shall be decisive in the second round.
A resolution of the General Meeting with at least two-thirds of votes represented and an absolute majority of the par value of the shares represented is requested for the:
- Modification of the purpose of the Company
- Consolidation of shares
- Capital increases from equity, against contributions in kind, or by offsetting against a claim, and the granting of special privileges
- Restriction or revocation of subscription rights
- Introduction of contingent capital, the introduction of a capital band or the creation of reserve capital
- Conversion of participation certificates into shares
- Restrictions on the transferability of registered shares
- Creation or revocation of voting shares
- Any change in the currency of the share capital
- Introduction of the casting vote for the Chair of the General Meeting
- A provision of the articles of incorporation on holding the General Meeting abroad
- Delisting of the equity securities of the Company
- Relocation of the registered head office
- Introduction of an arbitration clause in the Articles of Incorporation
- Dissolution of the Company
Convening the Annual General Meeting and Including Items on its Agenda
An Annual or an Extraordinary General Meeting is convened in accordance with the Swiss Code of Obligations. Notices are issued at least 20 days prior to the date of a meeting by publication in the Swiss Official Gazette of Commerce, and, for information purposes, by invitation to the registered shareholders. The Board of Directors may summarize the items on the agenda in the invitation, provided that the Board makes further information available to shareholders electronically.
Shareholders who represent at least 0.5 percent of the share capital or voting rights may request that an item be added to the agenda, along with the corresponding motions. These requests must be submitted in writing to the Chair of the Board no later than 45 days before the meeting.
Entry in the Share Register
The registration of shareholders for voting at the Annual General Meeting does not impact the trading of their shares, whether before, during, or after the meeting. But for administrative reasons, the share register is closed approximately ten days prior to the Annual General Meeting. The Board of Directors will announce the deadline for entry into the share register, required for voting and participation, in the invitation to the Annual General Meeting.
Change in Control and Defensive Measures
Obligation to Make an Offer to Buy Shares
The Articles of Incorporation do not contain any provisions with respect to opting out or opting up.
Change of Control Clauses
Information on change of control clauses for members of the Board of Directors and Executive Committee is available in the Remuneration Report 2025.
Statutory Auditors
Duration of Mandate and Term of Office of the Lead Auditor
Ernst & Young AG (EY), located at Maagplatz 1 in Zurich (Switzerland) has served as the Group's auditor and the statutory auditor of BELIMO Holding AG since 2023. The statutory auditors are elected by the Annual General Meeting for a one-year term. As required by law, the lead auditor is changed every seven years. Marco Casal has been the lead auditor since 2023.
Audit Fees and Additional Fee
Ernst & Young invoiced Belimo a total of CHF 0.7 million in 2025 for auditing the financial statements of BELIMO Holding AG, the Group, and its audited subsidiaries. An additional CHF 0.1 million was paid to Ernst & Young in 2025 for other services, such as audit related services, consulting and tax advice.
Information Instruments of External Auditors
Each year, the Audit Committee holds at least one meeting with the statutory auditors to discuss the annual financial statements and other matters. The comprehensive audit report serves as the basis for discussing the audit proceedings and the annual financial statements. In the year under review, two meetings were held with the external auditors.
Information Policy
BELIMO Holding AG and the Group adhere to an open, active, and transparent information policy. The priority is to ensure all stakeholders—shareholders and analysts, customers, employees, suppliers, municipalities, and authorities—have equal access to information and an identical decision-making basis for interactions with the Company.
The Group Chief Financial Officer and the Head of Investor Relations are the primary contacts for the capital market, including shareholders, portfolio managers, and analysts. They regularly attend investor meetings, calls, conferences, and roadshows.
Dr. Markus Schürch, CFO / Stephan Gick, Head of Investor Relations
Brunnenbachstrasse 1
8340 Hinwil (Switzerland)
Phone +41 43 843 61 11
E-mail: ir@belimo.ch
Company notices and communications are published in the Swiss Official Gazette of Commerce. Additionally, printed letters of the annual results are sent to shareholders.
The Annual Report, including the Sustainability Report, is available on the Company’s website at www.belimo.com/financial-reports. Media and analysts' conferences are held twice a year. The comprehensive financial agenda is available at www.belimo.com/financial-calendar.
All published ad hoc and corporate news of Belimo can be downloaded at www.belimo.com/press-releases. Interested parties can subscribe to these press releases at www.belimo.com/subscribe.
Trading Restrictions / Quiet Periods
The recurring quiet period for the half-year reporting period begins on July 1st, and for the full year reporting period on December 15th. They end on the day of the public announcement of the semi-annual or annual financial results. Trading is permitted starting the day after the public announcement. These quiet periods apply to members of the Board of Directors, the Group Executive Committee and the Extended Executive Committee, their respective staff with access to insider information, and the Global Finance and Sustainability Team. The dates for the public announcement of the annual and semi-annual financial results are published.