SGS SA

"Category: Notifications issued to company members/nSub-category: Invitation to the General Meeting/nPublication date: SHAB 04.03.2025/nPublicly viewable until: 04.03.2026/nPublication number: UP04-0000006781/nPublishing entity/nSGS SA, SGS Ltd, place des Alpes 1.

1201 Genève/nInvitation to the ordinary general meeting SGS SA/nOrganisation concerned:
/nSGS SA/nCHE-105.923.438/nplace des Alpes 1/n1201 Genève/nGeneral meeting details:/n26.03.2025, 14.00 Uhr.

Hotel InterContinental Genève/nChemin du Petit-Saconnex 7-9/n1209 Geneva/nInvitation/Agenda:
/nInvitation to the 2025 Annual General Meeting of SGS SA. The complete invitation and/nthe agenda can be found in the attached PDF./nInvitation to the/nAnnual General Meeting/nof Shareholders of SGS SA/n2 Invitation to the Annual General Meeting/n3/nWelcome to our Annual General Meeting/nGeneva, 26 March 2025/nDear Shareholders,/nWelcome to our Annual General Meeting./nI am pleased to share with you the outstanding start to/nStrategy 27: Accelerating growth, building trust./nIt has been an impressive year!/nThe first year of our strategy has provided a solid foundation/nto enable SGS to drive profitable growth, streamline the/norganization, deliver attractive returns for stakeholders and/nremain the point of reference when you need to be sure./nWe are executing our ambitions at full speed, which/nGéraldine will present to you in more detail during the/nAnnual General Meeting./nWe have presented our 2024 financial results alongside our/nintegrated report for the first time, reinforcing our commitment/nto transparency and strategic alignment./nExcellent 2024 results/nThe accelerated execution of Strategy 27 has led to record/nsales of CHF 6.8 billion, strong organic growth of 7.5%, an/noutstanding free cash flow and enabled an industry-leading/nlevel of returns. Performance has been driven by all our/ndivisions, with Testing and Inspection delivering a strong 7.6%/norganic growth coming from all business lines, while Business/nAssurance provided 6.2% organic growth, mainly supported/nby Certification. In 2024, our M&A activity has been relaunched/nwith 11 acquisitions, plus three more in early 2025. We also/nlaunched a CHF 100 million efficiency plan at the beginning/nof 2024 to achieve a leaner and more agile operating model./nDuring the year, we identified additional procurement savings/nof CHF 50 million, bringing the total cost savings plans to/nCHF 150 million./nI am truly impressed by our team's perseverance and dedication/nthroughout this period of renewal. Despite internal shifts in/nmanagement and the ever-evolving global landscape, they have/nturned challenges into opportunities. This is the mindset that/nwill continue to drive our success./nCreating value for shareholders/nI am happy to say that the Board has decided to leave our/ndividend unchanged and propose once again to your vote, an/noptional scrip dividend of CHF 3.20 per share. Subject to the/napproval of a capital increase, you will be able to elect to receive/nthe dividend in the form of shares, delivered at a discount, or in/ncash. You will find all the details enclosed in this invitation./nBoard of Directors changes and leadership continuity/nAt this year's Annual General Meeting, Jens Riedl will step/ndown from the Board. I want to sincerely thank him for his/nsupport and contributions over the past few years. We are/nproposing the election of Patrick Kron and Chief Executive/nOfficer Géraldine Picaud as new Board members, who will/nbring valuable strategic insight and expertise./nIn particular, the appointment of our CEO to the Board of/nDirectors will further enhance the close collaboration between/nSGS's Executive Committee and its Board of Directors as/nthey work together to execute Strategy 27 and implement/nthe cultural transformation necessary to focus on growth,/nperformance, agility and financial strength./nAll other Board members will stand for re-election. Their/nnominations will continue to strengthen our Board of Directors,/nensuring the right blend of experience and expertise to/ncontinue delivering Strategy 27 at full speed./nI want to mention the proposal to move the company's/nregistered office to Baar in the canton of Zug.

First and/nforemost, we are a Swiss company and will remain a Swiss/ncompany:
we are incredibly proud of our heritage. The/nrelocation will support the fast execution of Strategy 27 by/nregrouping several offices in one central location, fostering/ncollaboration and agility and reinforcing our culture of teamwork/nand accountability. As a result, we will serve our clients better./nWe will also benefit from a business-friendly environment and/ninvest our savings in growth and innovation./nLooking ahead/nIn 2025.

we will continue with the fast execution of/nStrategy 27 and further strengthen its three pillars:
growth,/npeople, performance and agility, and a strong financial and/nESG profile. At our core, we are fundamentally a people-driven/nbusiness;
the dedication, passion, and commitment that our/nteams deliver every day make SGS such a unique company./nI would like to take this opportunity to thank you all for your/ntrust in us. We have achieved positive results through your/nongoing support, the commitment shown by the Executive/nCommittee, and the professionalism demonstrated by all our/nteams. It will be our pleasure to meet many of you in Geneva/non March 26, 2025./nYours truly,/nCalvin Grieder/nChairman of the Board of Directors/n4 Invitation to the Annual General Meeting/nAgenda/n1. Annual Report 2024/n1.1. Annual report, financial statements of SGS SA and consolidated financial/nstatements of the SGS Group for 2024/n1.2. Annual report on non-financial matters for 2024/n1.3. Advisory Vote on the 2024 remuneration report/n2. Release of the members of the Board of Directors and of the/nExecutive Committee/n3. Appropriation of Profit/n3.1. Appropriation of profit resulting from the balance sheet and distribution of a/nshare or cash dividend/n3.2. Share Capital Increase/n4. Elections/n4.1. Elections to the Board of Directors/n4.2. Re-election of the Chairman of the Board of Directors/n4.3. Elections to the Remuneration Committee/n4.4. Re-election of the Statutory Auditors/n4.5. Re-election of the Independent Proxy/n5. Remuneration Matters/n5.1. Remuneration of the Board of Directors until the 2026 Annual General Meeting/n5.2. Fixed Remuneration of Executive Committee for the financial year 2026/n5.3. Annual Variable Remuneration of Executive Committee for the financial/nyear 2024/n5.4. Long-Term Incentive Plan to be issued in 2026/n6. Relocation of the Registered Office of the Company/nWednesday.

26 March 2025/nat 14:
00/n(doors open at 13:00)/nHotel InterContinental Genève/nChemin du Petit-Saconnex 7-9/n1209 Geneva/n5/nProposals of the Board of Directors/n1. Annual Report 2024/n1.1. Annual report.

financial statements of SGS SA and/nconsolidated financial statements of the SGS Group/nfor 2024/nProposal:
/nApproval of the annual report, the financial statements of/nSGS SA and the consolidated financial statements of the/nSGS Group for the year ended 31 December 2024./nExplanation:/nThe Shareholders are invited to approve the annual report,/nthe financial statements of SGS SA (the ""Company"") and/nthe consolidated financial statements of SGS Group for the/nyear ended 31 December 2024./n1.2. Annual report on non-financial matters for 2024/nProposal:/nApproval of the 2024 report on non-financial matters./nExplanation:/nIn compliance with the Swiss rules on non-financial/nreporting (article 964b Code of Obligation), the/nShareholders are invited to approve a report on non-/nfinancial matters. The Company publishes an integrated/nreport, which covers a larger scope than what is strictly/nrequired by legislation. In addition, the Company's external/nauditors independently reviewed the non-financial matters/nrequired by article 964b of the Code of Obligation reported/nin the non-financial statements of the 2024 integrated/nannual report of SGS SA./nThe Shareholders are invited to approve the 2024 non-/nfinancial report of the Company. For ease of reference, the/nintegrated report includes a table referencing items which/"