Burckhardt Compression : Invitation Annual General Meeting 2023

To our shareholders

To our shareholders

Dear Shareholder,

The ordinary Annual General Meeting for the fiscal year 2022 will be held on Saturday, July 1, 2023, at 10:00 a.m. in the Parkarena next to the headquarters of Burckhardt Compression Holding AG in Winterthur, Switzerland (directions enclosed).

Enclosed with this invitation, you will find the agenda for the Annual General Meeting, a proxy card with which you can give the independent proxy holder written voting instructions, instructions for using the e-voting platform (gvote), which you can use to give the independent proxy holder your voting instructions electronical- ly, and the "Essentials", a condensed annual report for fiscal year 2022. The full annual report is available at https://www.burckhardtcompression.com/en/reports/.

To secure your entrance ticket for the AGM, please complete and sign the enclosed registration form in the coming days and send it with the reply envelope to Computershare Schweiz AG in Olten.

We warmly invite you to take a tour of our site prior to the Annual General Meeting. The guided tours will take place in small groups between 8:00 am and 9:15 am. You do not have to register ahead of time for the site tour.

We also invite you to lunch following the Annual General Meeting in Hall 710 next to Eulachpark (adjacent to the Parkarena).

We look forward to seeing you in person.

Yours sincerely,

Burckhardt Compression Holding AG

Ton Büchner

Chair of the Board of Directors

Enclosures: Agenda for the Annual General Meeting, proxy card and reply envelope, e-voting instructions (gvote), condensed annual report for fiscal year 2022 (Essentials)

Agenda and proposals

Agenda and proposals of the Board of Directors

1 Approval of annual report, consolidated annual financial statements, and acknowledgement of the auditor's reports for fiscal year 2022

The Board of Directors proposes that the shareholders approve the annual report, consolidated financial statements and annual financial statements for 2022, and acknowledge the auditor's reports.

Explanation

Under Article 698 para 2, items (3) and (4) and Article 728b para 2, item (4) of the Swiss Code of Obligations (CO), along with Article 8 of the Bylaws of Burckhardt Compression Holding AG, the General Meeting is responsible for approving the annual report, the annual financial statements and the consolidated financial statements of Burck- hardt Compression Holding AG for the fiscal year 2022. Approval of the annual financial statements is a prerequisite for the resolution on use of retained profit, in particular the declaration of the dividend.

1 The treasury shares held at the time of the dividend payment are not entitled to dividends. The amount of the payout will be reduced accordingly at the time of the dividend distribution.

If this proposal is approved, the gross dividend per share will be CHF 12.00 and it will be paid on July 6, 2023, after the deduction of 35% withholding tax.

Explanation

Under Article 698 para 2, item (4) CO and and Article 8 of the Bylaws of Burckhardt Compression Holding AG, the General Meeting is responsible for the resolution on the use of the retained profit, in particular the declaration of the dividend.

3 Discharge of the Board of Directors and the Executive Management

The Board of Directors proposes that the members of the Board of Directors and the Executive Management be discharged from liability for their conduct of business during the fiscal year 2022.

Explanation

Under Article 698 para 2, item (7) CO and Article 8 of the Bylaws of Burckhardt Compression Holding AG, the General Meeting is responsible for discharging the members of the Board of Directors and the Executive Management.

Agenda and proposals

4 Changes to the Bylaws

The Board of Directors proposes that the Bylaws of Burckhardt Compression Holding AG be amended in accordance with the proposed amendments in the Swiss Official Gazette of Commerce dated June 8, 2023 and published on https://www.burckhardtcompression.com/investors/annual-general-meeting. The proposed amendments to the Bylaws are structured and broken down by subject and will be presented to the General Meeting under four different agenda items (items 4.1-4.4) for approval.

Explanation

Under the revised Law on Companies Limited by Shares that entered into effect on January 1, 2023, Swiss stock corporations are obliged to adapt their Bylaws to reflect the new provisions by the end of 2024. The Board of Directors proposes various changes to the Bylaws with the intention of implementing the amendments mandated by the new law, making use of the scope granted under the new law, and bringing the Bylaws into alignment with the market standards applicable in Switzerland.

The explanations from the Board of Directors are set out individually in Annex A of this invitation. The Bylaws in the form proposed by the Board of Directors are summarized in Annex B of this invitation.

4.1 Changes in relation to the revised Law on Companies Limited by Shares

The following articles of the Bylaws are affected: Article 5(4), Article 8(3), (4), (5), (6), (7) and (10), Article 9(3), (4), (5), (6) and (7), Article 10(1), Article 14(2), Article 15(1), Article 17(5), Article 18(1), (7) and (8), Article 19(1), Article 20(4), Article 24(1) and (2), Article 25, Article 27(1), (2), (3) and (4), Article 29(1) and (2).

The proposals of the Board of Directors and the corresponding explanations are included in the Annex to this invitation

4.2 Virtual General Meeting

The following article of the Bylaws is affected: Article 9(2). The proposals of the Board of Directors and the corresponding explanations are included in the Annex to this invitation.

4.3 Capital band

The following article of the Bylaws is affected: Article 3a. The proposals of the Board of Directors and the corresponding explanations are included in the Annex to this invitation.

4.4 Other changes

The following articles of the Bylaws are affected: Article 6(2), (3), Article 12(3), Article 18(1), (6) and Article 30(1). The proposals of the Board of Directors and the corresponding explanations are included in the Annex to this invi- tation. Please note that these changes are of editorial nature and that they solely affect the original (German) version of the Bylaws.

5 Elections

5.1 Board of Directors

The Board of Directors proposes that the following persons be elected to the Board of Directors for a one-year term of office ending at the close of the next Annual General Meeting (individual elections):

1. Ton Büchner (re-election), born 1965, Swiss and Dutch citizen, member of the Board of Directors since 2020
2. Dr. Monika Krüsi (re-election), born 1962, Swiss and Italian citizen, member of the Board of Directors since 2012
3. Dr. Stephan Bross (re-election), born 1962, German citizen, member of the Board of Directors since 2014
4. David Dean (re-election), born 1959, Swiss citizen, member of the Board of Directors since 2019
5. Maria Teresa Vacalli (re-election), born 1971, Swiss citizen, member of the Board of Directors since 2022
6. Kaspar W. Kelterborn (election), born 1964, Swiss citizen

The Board of Directors proposes to the shareholders the election of Kaspar W. Kelterborn (1964). Kaspar W. Kelterborn was ad interim Group CFO of Dormakaba AG until end 2022, CFO of Conzzeta AG until 2021. Pre- viously, he was CFO and member of the Executive Committee fo Unaxis AG. For Clariant he held between 1996 and 2002 various positions in controlling and finance in Spain, Bangkok, Singapore and the UK. Kaspar W. Kelterborn chairs the Audit Committee of the Board of Directors of CPH Chemie+Papier Holding AG and Beyond Gravity (RUAG International) AG and is Member of the Board of Directors of Wipf Holding AG.

Agenda and proposals

Explanation

Under Article 698 para 2, item (2) CO and Article 8 of the Bylaws of Burckhardt Compression Holding AG, the Annual General Meeting is responsible for electing members of the Board of Directors.

5.2 Chair of the Board of Directors

The Board of Directors proposes that Ton Büchner, born 1965, Chair of the Board of Directors since 2020, be re-elected to another one-year term as a Chair of the Board of Directors, ending at the close of the next Annual General Meeting.

Explanation

Under Article 698 para 3, item (1) CO and Article 8 of the Bylaws of Burckhardt Compression Holding AG, the Annual General Meeting is responsible for electing the Chair of the Board of Directors.

5.3 Nomination and Compensation Committee

The Board of Directors proposes that the following persons be elected to the Nomination and Compensation Committee for a one-year term of office ending at the close of the next Annual General Meeting (individual elec- tions):

1. Dr. Stephan Bross (re-election)
2. Dr. Monika Krüsi, (re-election)
3. Maria Teresa Vacalli (election)

Explanation

Under Article 698 para 3, item (2) CO and Article 8 of the Bylaws of Burckhardt Compression Holding AG, the Annual General Meeting is responsible for electing members of the Nomination and Compensation Committee.

5.4 Auditor

The Board of Directors proposes that PricewaterhouseCoopers AG be re-elected as statutory auditor for the fiscal year 2023.

Explanation

Under Article 698 para 2, item (2) CO and Article 8 of the Bylaws of Burckhardt Compression Holding AG, the General Meeting is responsible for appointing the auditor. The auditor mandate will be put out to tender for the fiscal year 2024.

5.5 Independent proxy

The Board of Directors proposes that Law Office Keller AG, Splügenstrasse 8, 8002 Zurich, be reelected as independent proxy for a one-year term until the end of the next Annual General Meeting.

Explanation

Under Article 698 para 3, item (3) CO and Article 13 of the Bylaws of Burckhardt Compression Holding AG, the Annual General Meeting is responsible for appointing the independent proxy. The proposed independent proxy guarantees the independence required under law. Specifically, they are independent of the Board of Directors of Burckhardt Compression Holding AG and hold no direct or significant indirect shareholdings or mandates from Burckhardt Compression Holding AG.