Compensation Report

6. Additional information on compensation, guarantees, loans, and credits for the 2025 business year

6.1 Compensation paid to the Board of Directors in the 2025 business year

In 2025, the members of the Board of Directors received a total compensation of CHF 1.5 million (previous year: CHF 1.4 million). This consisted of fixed cash compensation of CHF 0.8 million (previous year: CHF 0.8 million), share-based compensation of CHF 0.6 million (previous year: CHF 0.6 million), and social security contributions of CHF 0.1 million (previous year: CHF 0.1 million).

The compensation of the Board of Directors increased slightly in the reporting year compared to the previous year.

In 2025, the total compensation awarded to the Board of Directors was 2.0% higher than in the previous year, driven by the following factors:

• The share-based compensation increased by 4.9% due to a higher share price at grant date compared to the 2024 grant and as a consequence, the social security contributions increased by around 2.8%.

Compensation for the members of the Board of Directors

The 2025 Annual General Meeting approved a maximum compensation budget of CHF 1.7 million for the Board of Directors for the term of office from the 2025 Annual General Meeting to the 2026 Annual General Meeting. The compensation effectively awarded during the period covered by this Compensation Report (1 January to 31 December 2025) remained within this budget approved by the shareholders. The final reporting for the entire period from the 2025 Annual General Meeting to the 2026 Annual General Meeting will be included in the 2026 Compensation Report.

At the Annual General Meeting held on 11 April 2024, shareholders approved a maximum total compensation of CHF 1.7 million for the Board of Directors during the term of office from the 2024 Annual General Meeting to the 2025 Annual General Meeting. The compensation effectively awarded to the members of the Board of Directors during this period was CHF 1.4 million and therefore remained within this approved budget.

6.2 Compensation of the Group Executive Committee in the 2025 business year

For 2025, the members of the Group Executive Committee (GEC) received a total compensation of CHF 5.1 million (previous year: CHF 4.0 million). This comprised fixed cash compensation of CHF 2.2 million (previous year: CHF 1.8  million), variable compensation of CHF 1.9 million (previous year: CHF 1.3 million), other benefits and the value of the discount on the shares of CHF 0.3 million (previous year: CHF 0.3 million), employer social security and pension fund contributions of CHF 0.5 million (previous year: CHF 0.6 million) including a one-time replacement award of CHF 0.2 million.

The total compensation of the GEC increased in the reporting year compared to the previous year, mainly driven by the additional member of the GEC in North America as of January 2025.

In 2025, the total compensation of the GEC increased by 26.5% compared to the previous year as a result of the following factors:

• The appointment of an additional GEC member as of January 2025, resulting in higher fixed cash compensation, short-term variable compensation (STI), long-term variable compensation (LTI) and other benefits
• Higher short-term variable compensation (STI) reflecting the higher Group net profit for the year 2025 compared to the STI payout in the previous year and the additional member of the GEC in North America
• One-time replacement award granted to the new member of the GEC in North America as of January 2025, due to forfeited unvested long-term incentive awards from previous employer

The fixed compensation of the GEC increased by 19.8% compared to the previous year, primarily due to the appointment of the additional GEC member in North America and selective adjustments to the compensation of other GEC members.

In 2025, Zehnder Group achieved an adjusted Group net profit before one-off effects of EUR 49.2 million. This result met the budgeted target for Group net profit for the STI payout and resulted in variable cash compensation (STI) corresponding to 2.1% of the adjusted Group net profit for the members of the GEC in 2025 (previous year: 1.7%)

The long-term incentive (LTI) increased by 25.7% compared to the previous year, reflecting the appointment of the additional GEC member in North America.

In 2025, variable compensation for the CEO amounted to 105.4% (previous year: 90.5%) of the annual base salary and 91.0% (previous year: 72.3%) on average for the other GEC members.

The PSU granted in 2023 under the LTI plan (LTI 2023-2025) may be transferred during the first quarter of 2026. Of the performance conditions, 50% is based on the relative Total Shareholder Return (rTSR) and  50% is based on the increase in Earnings Per Share (EPS growth). For payout purposes, rTSR was achieved at a final average percentile ranking of 62.0%, which leads to a performance of 124.0%. The EPS growth  threshold for vesting was not achieved, resulting in a performance factor of 0.0%. This corresponds to a combined performance factor of 62.0%. Accordingly, 7430 PSUs were converted into 7430 Zehnder shares.

On joining Zehnder Group in January 2025, the new member of the GEC (President North America) received a replacement award in the value of CHF 182,032 to compensate for forfeited unvested long-term incentive awards from the previous employer. The replacement award was granted on 17 March 2025 and was intended to approximate the value of those forfeited awards. The replacement award was granted half in the form of restricted shares (RS) and half in the form of restricted share units (RSUs). The granted RS are subject to a blocking period until 31 January 2027, during which they cannot be sold, transferred, pledged, or otherwise disposed of. The RSUs are subject to a vesting period until 31 December 2026 under the condition of continuous employment. The full amount of the replacement award as disclosed in the compensation table below is covered by the total GEC compensation amount approved by the Annual General Meeting for the financial year 2025.

As in the previous year, the highest compensation for a member of the GEC in the reporting year was paid to the CEO, Matthias Huenerwadel.

The Annual General Meeting approved a maximum budget for the compensation of the GEC of CHF 6.65 million for the fiscal year 2025. The total compensation amount of CHF 5.1 million awarded to the GEC in 2025 as disclosed in the table remained below the approved maximum.

Compensation for the members of the Group Executive Committee

6.3 Guarantees, loans, credits, etc.

No Zehnder Group company has provided any guarantees, waivers of claims outstanding, credits, or loans to present or former members of the Board of Directors, to present or former members of the Group Executive Committee, or to persons closely associated with these individuals. No loans to current or former members of the Board of Directors or Group Executive Committee or related parties existed at the end of the reporting year.

6.4 Compensation to former members of the Board of Directors and of the Group Executive Committee, and to persons closely associated with them, in the 2025 business year

No compensation was paid to former members of the Board of Directors in the reporting year.

The former Group Executive Committee member Cyril Peysson stepped down from his duties as Chief Commercial Officer EMEA on 31 December 2023 and his employment contract terminated by 30 November 2024. His non-competition obligation remained in effect until November 2025 for which he received compensation in the amount of CHF 412,800 during the reporting year.

No compensation was paid to people closely associated with members of the Board of Directors or the Group Executive Committee.

6.5 Shareholdings in the company

As at the balance sheet date, the members of the Board of Directors owned the following shares:

As at the balance sheet date, the members of the Group Executive Committee owned the following shares: