Annual Report 2025

Remuneration Policy

General Principles

Belimo has established a transparent and long-term-oriented remuneration system. It aims to ensure market competitive and fair remuneration. All employees should feel valued for their work and benefit from the Company’s success. They receive a fixed base salary and a variable remuneration, which consists of an annual cash bonus and, for employees of our major subsidiaries, voluntary participation in the Employee Share Purchase Plan. The plan allows eligible employees to purchase Company shares at preferential conditions and thus fosters a sense of ownership and the alignment with shareholders‘ interests.

Global Human Resources defines the minimum standards of employee remuneration throughout the Group. Together with regional and local Human Resources representatives, the managing directors of the subsidiaries are responsible for ensuring these requirements are met and that appropriate remuneration policies are implemented in accordance with local laws, regulations, cultures, and market conditions.

Belimo is committed to internal wage justice and equal pay. To guarantee the principles of wage justice and competitive pay, Belimo continually monitors its remuneration system throughout the Company. A global job evaluation methodology is applied to ensure consistency, and remuneration is regularly benchmarked against the market practice. The internal remuneration system is screened for potential gender pay gaps. In 2021, Belimo evaluated its Swiss entities’ equal pay practices using the official “Logib” tool of the Swiss Confederation. This audited self-assessment identified no gender pay gap. In addition, the managing directors and Human Resources representatives of all subsidiaries are instructed to identify and mitigate any gender pay gaps during the annual salary adjustment process.

Remuneration Benchmark Analysis

In 2022, the RNC conducted a review and a benchmark analysis of the remuneration structure and levels of the Board of Directors and the Executive Committee functions. The study was conducted by a remuneration expert team of PricewaterhouseCoopers (PwC). Prior to the study, it was ensured that PwC was able to render independent support free of conflicts. The peer group of 23 stock-listed Swiss companies depicted below was selected by Belimo:

The data obtained in this benchmarking analysis plus annually purchased market data has been used as a basis in this reporting period to adjust the total remuneration of the members of the Executive Committee. The peer group remained unchanged since 2022, and the Committee saw no need for changes or a renewed benchmark analysis but will keep assessing such need.

Remuneration of the Board of Directors

To guarantee independence in executing their supervisory duties, the members of the Board of Directors receive a fixed remuneration that does not contain any performance-related component outside of restricted shares. The yearly fee amounts to gross CHF 330 000 for the Chair, and gross CHF 124 000 for the other members of the Board of Directors. For the leads of Committees an annual fee of gross CHF 20 000 is awarded. The Board of Director’s fees are paid out 60% in cash and 40% in non-discounted shares restricted for a period of three years.

Furthermore, Board members receive a flat-rate allowance for expenses. Additional fees for Board members who took on special tasks may be paid as well; however, none were paid in the period under review (2024: none).

The remuneration of the Board of Directors is subject to regular social security and mandatory pension contributions.

Remuneration of the Executive Committee

The remuneration of the Executive Committee includes the following elements:

Fixed Remuneration

Base Salary

The base salary, paid in cash, is determined primarily based on the following factors:

• Market practice and competitiveness.
• Scope and complexity of the function.
• Profile of the individual (skills, experience of the individual in the function).

It is reviewed every year and may be adjusted with consideration of market developments.

Other Benefits

Other benefits include the private use of a Company car according to local tax law or annual travelcards for public transportation.

Variable Remuneration

The variable remuneration is designed to reward the achievement of business objectives of the Group and its divisions over a period of one year.

In total, 70% of the variable remuneration is linked to financial key performance indicators and 30% to non-financial strategic business objectives, Belimo’s Balanced Scorecard (BSC) Index.

Design of variable remuneration

All objectives are aligned with the Belimo Growth Strategy 2030, focusing on long-term goals. The financial key performance indicators include sales growth, EBIT margin, return on capital employed (ROCE), regional sales growth, and cost ratio targets. The annual targets are derived during the yearly budget process, taking into account the long-term growth strategy objectives as well as the actual and the forecasted results for the current financial year.

The BSC Index primarily encompasses long-term non-financial strategic business objectives, structured around three initiatives for each of our four core values: Customer Value, Operational Excellence, Solution Leadership, and Credibility Culture. Notable initiatives within the BSC Index include RetroFIT+, Grow Asia Pacific, and Digital Ecosystem. Under the value of Credibility Culture, we focus on initiatives related to our values, leadership and sustainability.

The variable remuneration is paid out in April of the following year, based on the achievement of the objectives.

EC Bonus Shares Regulation

In 2025, a separate Executive Committee Bonus Shares Regulation was established, decoupling the rules of bonus shares for the Executive Committee from the Employee Share Purchase Plan (ESPP). This separation was done in conjunction with a redesign of the ESPP, which was conducted with the aim of reducing complexity and improving benefits for employees.

The EC Bonus Shares Regulation aligns the interests of the Executive Committee with those of the shareholders of BELIMO Holding AG, ensures long-term ownership and commitment as well as participation in entrepreneurial risk of the Company. 40% of the target variable remuneration is paid out in the form of Belimo restricted shares being subject to a three-year restriction period from the allocation date. In addition, EC members have the option to voluntarily purchase additional restricted shares at a 30% discounted purchase price, up to a maximum extent of 40% of the target variable remuneration. In case the actual variable remuneration is equal to or lower than 40% of the target variable remuneration, 100% of the actual variable remuneration will be paid in restricted shares and no voluntary shares will be delivered. In case the actual variable remuneration is higher than 40% of the target variable remuneration but does not cover the elected percentage for the purchase of voluntary shares, the elected percentage will be lowered accordingly.

The amendments for the Executive Committee to the previous ESPP are two-fold. Firstly, the election of the amount of voluntary share purchases at a discount is taken in December of each financial year prior to the black-out period and the restricted shares are transferred no earlier than the second trading day after the shares’ dividend ex-date (for 2026: March 25^th). This means that the number of shares purchased for 2025 is not available for this report. And secondly, the amount of the target variable remuneration to be used for voluntarily purchasing restricted shares at a discounted purchase price has been increased from 32% to 40% of target bonus.

This additionally increases long-term ownership and commitment of the Executive Committee and aligns the percentage amount of the target bonus for purchases of restricted shares within the entire company.

Clawback Rules

Clawback rules are in place for the Executive Committee. The Company is entitled to seek repayment of some, or all of the actual variable remuneration paid to a member of the Executive Committee, or to retain all or parts of any unpaid variable remuneration, in case the action or behavior of such member intentionally, or in a grossly negligent manner, violates applicable laws and regulations, their employment contract or Belimo’s internal codes, guidelines or policies (serious misconduct).

Belimo is also entitled to recoup actual variable remuneration that has been paid based on financial statements that needed to be materially restated for the three years preceding the date the Company determines that a restatement is required. Former Executive Committee members remain subject to these rules for three years after the end of their employment.

Social Security and Pension

Pension benefits primarily include retirement and insurance plans that provide a reasonable level of income in case of retirement, death, and disability. The pension fund exceeds the minimum legal requirements of the Swiss Federal Law on Occupational Retirement, Survivors‘, and Disability Pension Plans (BVG) and is in line with commensurate market practice.

Remuneration Mixes and Caps

At target, the variable remuneration for the CEO is 100% of the base salary:

For the other members of the Executive Committee, the variable remuneration is between 80% and 85% of the base salary at target:

If the targets are exceeded, the overall variable remuneration of the CEO and the other members of the Executive Committee is capped at 176% of the fixed remuneration. This cap is determined by the maximum achievement of the financial strategic business objectives, weighted at 70% of target, being 200% and the maximum achievement of the BSC Index, weighted at 30% of target, being 120%.

Shareholding Guidelines

Shareholding Guidelines for the Executive Committee are in place. These guidelines ensure long-term focus on sustainable company performance, retention of the executives, and emphasize ownership and commitment. The CEO is required to hold 200% of his base salary in registered shares, whereas each member of the Executive Committee is required to hold 100% of their base salary in registered shares. The value of individual shareholdings is calculated against the average year end price per registered share of the previous three years. Executive Committee members are granted a five-year period to reach the minimum ownership thresholds starting from January 1, 2025, or from the beginning of their tenure, if later than that. The assessment of the shareholdings is conducted annually by the RNC to the attention of the Board of Directors.

We are convinced that our remuneration plans as described above are designed to support a long-term and sustainable focus on the growth and success of Belimo.

Contractual Terms

All members of the Executive Committee have permanent employment contracts with notice periods of a maximum of 12 months. Members of the Executive Committee are not entitled to any severance or change of control payments. Non-competition clauses are not part of the employment contracts.