Sonova : Annual General Shareholders' Meeting 2023

Invitation

38th Annual General Shareholders' Meeting June 12, 2023

Invitation

38th Annual General Shareholders' Meeting

Sonova Holding AG

Dear shareholders,

We cordially invite you to this years's Annual General Shareholders' Meeting of Sonova Holding AG. We particularly look forward to welcoming you back, having not been able to hold an in-person meeting for three years due to the Covid-19 pandemic. This year's Annual General Shareholders' Meeting will take place on:

Monday, June 12, 2023 at 3:00 p.m. (admittance at 2:00 p.m.) Messe Zürich Hall 7, Wallisellenstrasse 49, 8050 Zürich

If you are attending in person, please complete and sign the reply form and return it to us in the enclosed envelope. Your admission card will then be sent to you.

If you do not attend in person, you may have your voting rights exercised by another person or by the Independent Proxy. In the latter case, you can issue your voting instructions to the Independent Proxy on the enclosed reply form. We ask that you kindly return the completed and signed reply form in the enclosed envelope. Alternatively, you can provide online voting instructions to the Independent Proxy by following the instructions on the reply form.

The Board of Directors invites you to submit your questions to it in advance of the Annual General Shareholders' Meeting via email at [e-mail] until June 1, 2023. Questions that are also relevant to other shareholders will be responded to at the Annual General Shareholders' Meeting. You will find further information on organizational matters at the end of this invitation.

The Swiss Corporate Law Reform that became effective on January 1, 2023 means that the Board of Directors will be proposing several amendments to the Articles of Association of Sonova Holding AG ("Articles of Association"). The law has been revised to strengthen shareholder rights, to simplify and amend several processes, and to reflect technological developments.

The proposed amendments will be put to a vote of the shareholders in five different votes (following the principle of unity in subject matter); they can be found in the document titled "Annual General Shareholders' Meeting 2023 - Amendments to the Articles of Association of Sonova Holding AG" ("2023 Amendments"), which is available at www.sonova.com/en/agm. Therefore, this year's Annual General Shareholders' Meeting will require a little more time.

In addition, the Board of Directors proposes to amend the Articles of Association to allow the election of more than three members of the Nomination and Compensation Committee.

Please find enclosed the invitation, including the Agenda and the Motions of the Board of Direc- tors, the reply form, and the Summary Report on the 2022/23 financial year. The complete and interactive 2022/23 Annual Report is available at report.sonova.com/2023.

We thank you for your continued trust and look forward to welcoming you to this year's Annual General Shareholders' Meeting.

Chair of the Board of Directors

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Agenda

1. Financial Reporting, Advisory Vote on the 2022/23 Compensation Report

1. Approval of the Annual Report, the Annual Consolidated Financial Statements
   of the Group, and the Annual Financial Statements of Sonova Holding AG for 2022/23
   Motion: The Board of Directors proposes to approve the Annual Report, the Annual Consolidated Financial Statements of the Group, and the Annual Financial Statements of Sonova Holding AG for 2022/23.
   Explanation: In accordance with article 698 para. 2 items 3 and 4 of the Swiss Code of Obligations ("CO") and the Articles of Association, the General Shareholders' Meeting is competent for approving the Annual Report, the Annual Consolidated and Annual Financial Statements. In its reports to the General Shareholders' Meeting, Ernst & Young AG, as auditors, recommends without qualification that the Consolidated and Annual Financial Statements of Sonova Holding AG be approved.
2. Advisory Vote on the 2022/23 Compensation Report
   Motion: The Board of Directors proposes to accept the Compensation Report for 2022/23 by a non-binding advisory vote.
   Explanation: In line with best practice, the Board of Directors submits the compensation report to an advisory vote of the General Shareholders' Meeting. The Compensation Re- port 2022/23 explains the governance and principles behind the remuneration system, including the link between pay and performance, as well as the compensation paid or granted to the members of the Board of Directors and the Management Board for 2022/23.

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2. Appropriation of Retained Earnings

Motion: The Board of Directors proposes to appropriate the retained earnings as follows:

Balance carried forward from previous year

Net profit for the year

CHF million

682.7

270.1

Voluntary retained earnings	952.8
Cancellation of treasury shares1)	(421.5)
Dividend distribution2)	(274.1)
Balance to be carried forward	257.2

Explanation: In accordance with article 698 para. 2 item 4 CO and the Articles of Associ- ation, the General Shareholders' Meeting is competent for passing resolutions on the appropriation of retained earnings and the payment of a dividend.

If the proposal of the Board of Directors is approved, the gross dividend will amount to CHF 4.60 per registered share for the 2022/23 financial year, representing a net amount of CHF 2.99 per registered share after deduction of the 35% Swiss withholding tax.

Payment of the dividend is expected to take place as of June 20, 2023. As from June 14, 2023, the shares will be traded ex-dividend.

3. Discharge of the Members of the Board of Directors and the Management Board

Motion: The Board of Directors proposes to discharge the members of the Board of Directors and the Management Board for the 2022/23 financial year.

Explanation: In accordance with article 698 para. 2 item 7 CO and the Articles of Associ- ation, the General Shareholders' Meeting is competent for granting discharge to the members of the Board of Directors and the Management Board.

1)Subject to approval of Agenda Item 7 (Capital Reduction through Cancellation of Shares).

2)The total payout amount is subject to the number of issued shares on the last trading day with entitlement to receive the dividend, i.e. June 13, 2023. Treasury shares held by Sonova Holding AG and its subsidiaries are not entitled to dividends. The payout amount will be reduced accordingly.

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AGENDA

4. Amendment to the Articles of Association (Composition Compensation Committee)

Motion: The Board of Directors proposes to amend Art. 22 para. 1 of the Articles of Association as follows:

Current Wording

Proposed Wording

Art. 22: Composition, term of office

The Compensation Committee shall consist of three members of the Board of Directors.

[…] (remains unchanged)

Art. 22: Composition, term of office

The Compensation Committee shall consist of at least three members of the Board of Directors.

[…] (remains unchanged)

Explanation: The Board of Directors proposes this amendment to the Articles of Association to be able to propose more than three members for election to the Compensation Committee instead of being limited to three members. This supports the long-term succession planning and allows a well-balanced diversity on the Compensation Committee. The Board of Directors intends to propose Julie Tay for election as a new member of the Compensation Committee if she is re-elected as a member of the Board of Directors. Should the General Shareholders' Meeting not approve this amendment to the Articles of Association and should all current members of the Compensation Committee be re- elected, Agenda Item 5.3 becomes obsolete, and Julie Tay will not stand for election as a new member of the Compensation Committee at the 2023 Annual General Shareholders' Meeting.

5. Elections

5.1 Re-election of the Board of Directors

Except for Jinlong Wang, all members of the Board of Directors stand for re-election.

Motion: The Board of Directors proposes the individual re-election of the following members of the Board of Directors, each for a term of office lasting until the completion of the 2024 Annual General Shareholders' Meeting:

1. Re-electionof Robert F. Spoerry as Member and as Chair of the Board of Directors
2. Re-electionof Stacy Enxing Seng as Member of the Board of Directors
3. Re-electionof Gregory Behar as Member of the Board of Directors
4. Re-electionof Lynn Dorsey Bleil as Member of the Board of Directors
5. Re-electionof Lukas Braunschweiler as Member of the Board of Directors
6. Re-electionof Roland Diggelmann as Member of the Board of Directors
7. Re-electionof Julie Tay as Member of the Board of Directors
8. Re-electionof Ronald van der Vis as Member of the Board of Directors
9. Re-electionof Adrian Widmer as Member of the Board of Directors

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