of the
Annual General Shareholders' Meetingof
with registered office in Zurich (the "Company")
held virtually, without a venue, on May 22, 2025 at 2:00 p.m. (CEST)
David Allemann, Co-Chairman of the board of directors of the Company (the "Board of Directors"), opens the annual general shareholders' meeting (the "AGM"), takes the chair (the "Chairman"), and appoints Julie Pender, General Counsel of the Company, as secretary (the "Secretary").
The Chairman makes the following statements on the constitution of the AGM:
the AGM has been convened in compliance with the legal requirements and the articles of association of the Company, with announcement of the agenda and motions of the Board of Directors, through publication in the Swiss Official Gazette of Commerce on April 14, 2025 under the publication number UP04-0000006990, with additional publication on the investor relations website of the Company on April 9, 2025, and written notification on April 10, 2025 to the shareholders registered in the share register;
the annual report, the report on non-financial matters and the compensation report were made available on the Company's website, at the Company's registered office for inspection, and the reports were sent to the shareholders upon request;
no request had been received from shareholders to include additional items on the AGM agenda;
all members of the Board of Directors and the Executive Officers not present have waived their right pursuant to art. 702a of the Swiss Code of Obligations ("CO") to participate in this AGM and to submit proposals;
the statutory auditor PricewaterhouseCoopers AG is represented by Bruno Rossi and Kelly Karagas;
the independent voting representative, Anwaltskanzlei Keller AG, Zurich, represented by Raphael Keller, is present and has provided the Company, within three days before the AGM, with aggregated information on the voting instructions received at such point;
the AGM is broadcast live as a video-webstream for a restricted group of users;
of the total share capital of CHF 33,699,941.40, divided into 302,455,664 registered shares with a nominal value of CHF 0.10 each (Class A Shares) and 345,437,500 registered shares with a nominal value of CHF 0.01 each (Class B Shares), a total of 533,008,833 share votes, thereof 187,571,333 Class A Share votes and 345,437,500 Class B Share votes, and nominal values in the total amount of CHF 22,211,508.30 are represented. These shares are represented by the independent proxy representative within the meaning of art. 689c CO;
today's AGM is therefore duly constituted and may validly adopt resolutions. Except where the law or the articles of association provide otherwise, the AGM passes its resolutions and executes elections with the majority of the share votes represented, excluding the abstentions and the empty and void votes. The vote on the conversion of Class B shares to Class A shares / amendment of the article 3, article 3b and article 3c of the articles of association (agenda item 13), for which the required quorum pursuant to article 12 of the articles of association is at least two thirds of the votes represented and the absolute majority of the nominal value of shares represented, remains reserved.
No objection is raised against these statements.
* * * * *
Agenda
Acknowledgement of the Annual Report and the Audit Reports and Approval of the Management Report, the Annual Consolidated Financial Statements of On Holding AG and the Annual Financial Statements of On Holding AG for 2024
Appropriation of 2024 Financial Results
Approval of the Report on Non-Financial Matters 2024
Discharge of the Members of the Board of Directors and the Executive Officers
Re-Election of Alex Pérez as Proposed Representative of the Holders of Class A Shares on the Board of Directors
Re-Elections of the Members of the Board of Directors
Re-Election of David Allemann
Re-Election of Amy Banse
Re-Election of Olivier Bernhard
Re-Election of Caspar Coppetti
Re-Election of Dennis Durkin
Re-Election of Laura Miele
Re-Election of Alex Pérez
Election of Helena Helmersson as new Member of the Board of Directors
Re-Elections of the Co-Chairmen of the Board of Directors
Re-Election of David Allemann as Co-Chairman of the Board of Directors
Re-Election of Caspar Coppetti as Co-Chairman of the Board of Directors
Elections of the Members of the Nomination and Compensation Committee
Election of Amy Banse
Election of Helena Helmersson
Election of Alex Pérez
Re-Election of the Independent Proxy Representative
Re-Election of Statutory Auditors
Compensation Report; Approval of the Compensation of the Board of Directors and the Executive Officers
Consultative Vote on the 2024 Compensation Report
Approval of the Maximum Aggregate Compensation for the Non-Executive Members of the Board of Directors for the Period between this Annual General Shareholders' Meeting and the next Annual General Shareholders' Meeting to be held in 2026
Approval of the Maximum Aggregate Compensation for the Executive Officers for the Financial Year 2026
Conversion of Class B Shares to Class A Shares / Amendment of the Article 3, Article 3b and Article 3c of the Articles of Association
* * * * *
The Chairman then proceeds to agenda item 1:
Agenda Item 1 Acknowledgement of the Annual Report and the Audit Reports and Approval of the Management Report, the Annual Consolidated Financial Statements of On Holding AG and the Annual Financial Statements of On Holding AG for 2024Motion: The Board of Directors proposes to take note of the Annual Report and the Audit Reports and to approve the Management Report, the Annual Consolidated Financial Statements of On Holding AG and the Annual Financial Statements of On Holding AG for 2024.
The AGM takes note of the Annual Report and the Audit Reports and approves the Management Report, the Annual Consolidated Financial Statements of On Holding AG and the Annual Financial Statements of On Holding AG for 2024 with 532,807,727 yes votes, 63,088 no votes, and 138,018 abstentions, empty and void votes.
Motion: The Board of Directors proposes to appropriate the retained earnings of On Holding AG as follows:
Profit carried forward from the financial year 2023 CHF 36,207,427
Profit for the financial year 2024 CHF 63,241,539
Profit carried forward CHF 99,448,967
The AGM approves to appropriate the retained earnings of the Company as proposed with 532,853,150 yes votes, 27,619 no votes, and 128,064 abstentions, empty and void votes.
Motion: The Board of Directors proposes to approve the report on non-financial Matters of On Holding AG for 2024. The vote encompasses the information presented in the table in appendix 8 of On's Impact Progress Report 2024.
The AGM approves the Report on Non-Financial Matters for 2024 with 531,717,940 yes votes, 97,472 no votes, and 1,193,421 abstentions, empty and void votes.
Motion: The Board of Directors proposes that the members of the Board of Directors and the Executive Officers* be discharged from liability for the financial year 2024.
The AGM approves the discharge of all members of the Board of Directors and of the Executive Officers for the financial year 2024 with 158,285,441 yes votes, 424,409 no votes, and 4,052,130 abstentions, empty and void votes (without the votes of those shareholders who participated in the executive management of the Company).
* The Executive Officers during the financial year 2024 were (i) On's Co-Founders and Executive Co-Chairmen, David Allemann and Caspar Coppetti, (ii) Co-Founder and Executive Director Olivier Bernhard, (iii) Co-CEO and CFO, Martin Hoffmann, and (iv) Co-CEO, Marc Maurer.
Agenda Item 5 Re-Election of Alex Pérez as Proposed Representative of the Holders of Class A Shares on the Board of DirectorsMotion: The Board of Directors proposes to the holders of Class A Shares to re-elect Alex Pérez as representative of the holders of Class A Shares on the Board of Directors for a term of office of one year (until completion of the next Annual General Shareholders' Meeting in 2026).
The separate meeting of holders of Class A Shares re-elects Alex Pérez as representative of the holders of Class A Shares on the Board of Directors for a term of office of one year (until completion of the next Annual General Shareholders' Meeting in 2026) with 177,458,349 yes votes, 9,851,684 no votes, and 261,300 abstentions, empty and void votes.
The Chairman closes the separate meeting of the holders of Class A Shares and resumes the AGM.
Agenda Item 6 Re-Elections of the Members of the Board of DirectorsMotion: The Board of Directors proposes the re-election of the below members of the Board of Directors, each for a term of office of one year (until completion of the next Annual General Shareholders' Meeting in 2026), as follows:
Re-Election of David Allemann
Re-Election of Amy Banse
Re-Election of Olivier Bernhard
Re-Election of Caspar Coppetti
Re-Election of Dennis Durkin
Re-Election of Laura Miele
Re-Election of Alex Pérez
On extends its sincere gratitude to Kenneth Fox for his seven years of dedicated and meaningful contributions to the Board of Directors, as his term concludes at the 2025 Annual General Shareholders' Meeting.
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On Holding AG published this content on May 22, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 22, 2025 at 20:45 UTC.
