Schaffner : Invitation to the Extraordinary General Meeting of Schaffner Holding AG

Invitation to the Extraordinary General Meeting of Schaffner Holding AG

Preliminary remarks

As you may have read in our media releases, Tyco Electronics (Schweiz) Holding II GmbH announced a public tender offer for all publicly held shares of Schaffner Holding AG («Schaffner» or the «Company») at an offer price of CHF 505 in cash per Schaffner share (the «Public Offer») on August 17, 2023 and published a corresponding pre-announcement on the same day.

The Board of Directors of Schaffner unanimously supports the Public Offer, and the largest single shareholder with a stake of approximately 17.2% has committed to tender all of its freely disposable shares in full in the offer. Equal commitments have been made by shareholders holding a further 20.33%. The acquisition will enable Tyco Electronics (Schweiz) Holding II GmbH to integrate Schaffner›s market-leading EMC filter offering into its connectivity and sensor portfolio for high-growth industrial and automotive applications.

Based on an external valuation report of Raiffeisen Schweiz Genossenschaft, the Board of Directors considers the offer of Tyco Electronics (Schweiz) Holding II GmbH to be fair from a financial point of view and in the best interest of the Company and the shareholders and has therefore entered into a transaction agreement with Tyco Electronics

(Schweiz)­ Holding II GmbH on August 16, 2023.

For detailed reasons, reference is made to the report of the Board of Directors published on September 28, 2023 and to the valuation report (fairness opinion), which can be ordered free of charge in German, French and English from Schaffner Holding AG, Investor Relations, Nordstrasse 11e, 4542 Luterbach, Switzerland (e-mail:investor-relations@ schaffner.com) or downloaded from https://www.schaffner.com/investors.

In connection with the Public Offer and the closing of this transaction, it is customary for the new majority shareholder to delegate its representatives to the Board of Directors and to delist the shares from the stock exchange. Therefore, the present Extraordinary General Meeting is convened with the following agenda items.

The following agenda items (with the exception of agenda item 1) are subject to the condition that the Public Offer is completed, which is expected to be the case on December 14, 2023 (the «Closing of the Public Offer»). The Board of Directors will file the relevant resolutions, where required, with the Commercial Register of Solothurn for registration only after this condition has been fulfilled.

Agenda

1. Discharge of the members of the Board of Directors and the Executive Committee

The Board of Directors proposes that discharge be granted to the members of the Board of Directors and the Executive Committee for their activities since October 1, 2022, up to and including the conclusion of today›s

Extraordinary­General Meeting.

Explanations:All current members of the Board of Directors have tendered their resignation at the time and subject to the Closing of the Public Offer. Due to the extraordinary situation surrounding the Public Offer and the resignation of the members of the Board of Directors, it is appropriate to discharge the members of the Board of Directors and the Executive Committee until the conclusion of today›s Extraordinary General Meeting. For the period thereafter until their definitive departure, they will be discharged on the occasion of the Annual General Meeting 2024. The Company is not aware of any facts that would stand in the way of full discharge.

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2. Elections

2.1 Election of the members of the Board of Directors

The Board of Directors proposes to elect the following persons as new members of the Board of Directors of Schaffner Holding AG with effect as of and subject to the Closing of the Public Offer with a term of office until the closing of the Annual General Meeting 2024:

Harold Gregory Barksdale Jörg Casparis Christian Schmidt

The election to the Board of Directors must be voted on separately for each proposed member at the Extraordi- nary General Meeting.

Explanations:Markus Heusser (Chairman of the Board of Directors), Gerhard Pegam (Member of the Board of Directors), Philipp Buhofer (Member of the Board of Directors) and Andrea Tranel (Member of the Board of

Directors)­ have tendered their resignations with effect from and subject to the Closing of the Public Offer. In the context of the Public Offer and the completion of this transaction, the new majority shareholder proposes the correspondingly named persons for election as new members of the Board of Directors. The short biographies of above mentioned persons can be found below:

Harold G. Barksdale:

US citizen, born 1964. Mr. Barksdale holds a B.A. in Economics from the University of Virginia and a Juris Doctor from the Boston College School of Law. After law school, Mr. Barksdale served as a judicial law clerk to Judge Judith­ Rogers of the District of Columbia Court of Appeals and then joined the law firm of Piper & Marbury (now DLA Piper) in the mergers and acquisitions and corporate department. After leaving Piper & Marbury, Mr. Barksdale­

spent almost three years in the Corporate Finance section of the United States Securities and Exchange Com- mission and has held senior corporate and securities positions with three large companies. Mr. Barksdale is Vice President, Chief Corporate Counsel and Corporate Secretary of TE Connectivity and has held this position since the company's separation from Tyco International in 2007. In this position Mr. Barksdale manages the team re- sponsible for legal support for the TE Board of Directors, federal securities and treasury compliance, internal cor- porate transactions, procurement, logistics, facilities, corporate technology, and all corporate compliance related to TE Connectivity Ltd. and its subsidiaries.

Jörg Casparis:

Swiss citizen, born 1976. Jörg Casparis is a Regional Senior Tax Director at TE Connectivity based in Schaffhausen. He has many years of experience in managing international tax matters and is leading the EMEIA tax team at TE Connectivity. Prior to that, he was working for one of the Big 4 consulting firms in Zürich and Munich. Jörg Casparis is a member of the Tax Chapter of the Swiss-American Chamber of Commerce and a member of the tax group of IVS (Wirtschaftsvereinigung der Region Schaffhausen).

Christian Schmidt:

Swiss citizen, born 1977. Christian Schmidt is a Senior Manager Controller at TE Connectivity based in Schaffhausen­. He has many years of experience in financial accounting and controlling and is managing the Finance Teams

responsible­ for the Swiss and Luxembourg financial and holding companies at TE. Prior to his career at TE, he was working for a small trading business in Switzerland and for one of the major Swiss banks.

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1. Election of the Chairman of the Board of Directors
   The Board of Directors proposes to elect Harold Gregory Barksdale as Chairman of the Board of Directors with a term of office until the end of the Annual General Meeting 2024, effective upon and subject to the Closing of the Public Offer.
   Explanations:Due to the resignation of the Chairman of the Board of Directors, Markus Heusser, with effect as of and subject to the Closing of the Public Offer, the election of a new Chairman is necessary. See also explanations on agenda item 2.1.
2. Election of the members of the Compensation Committee
   The Board of Directors proposes to elect the following persons as new members of the Compensation Committee of Schaffner Holding AG with effect as of and subject to the Closing of the Public Offer with a term of office until the closing of the Annual General Meeting 2024:
   Jörg Casparis Christian Schmidt
   The new election to the Compensation Committee is to be voted on separately for each proposed member at the Extraordinary General Meeting.
   Explanations:Due to the resignation of Messrs. Markus Heusser and Philipp Buhofer with effect as of and subject to the Closing of the Public Offer, the election of new members of the Compensation Committee is necessary. See also explanations on agenda item 2.1.

3. Approval of the adjustment of the maximum total amount of compensation of the members of the Board of Directors until the Closing of the Public Offer

The Board of Directors proposes to approve an increase of the maximum compensation of the Board of Directors for the period between the Annual General Meeting for the financial year 2021/2022 until the Closing of the Public Offer by CHF 250,000 to a maximum total amount of CHF 800,000.

Explanations:On January 10, 2023, the Annual General Meeting for the financial year 2021/2022 approved a max- imum compensation for the members of the Board of Directors until the next Annual General Meeting. For the period from the Annual General Meeting 2023 until the next Annual General Meeting 2024, the planned number of shares to be allocated is 525. In the context of the Public Offer, it was determined that these shares will not be issued but paid out in cash and will be reduced to 483 shares due to the shortened term of office until the Extraordinary General Meeting. The increase of the share price from CHF 282.- before the announcement of the Public Offer to CHF 505.- therefore results in additional costs of CHF 96,000. In addition, the Board of Directors, and in particular the Chairman of the Board of Directors, has incurred unforeseen substantial tasks in the course of the evaluation and processing of the Public Offer. Due to these two factors, the Board of Directors proposes an increase of the maximum compensation of the Board of Directors for the period between the Annual General Meeting for the financial year 2021/2022 until the completion of the Public Offer. The requested increase of the maximum compensation has been determined by the Board of Directors in such a way that the entire envis- aged compensation of the Board of Directors, including the fixed allocation of shares valued at the offer price, is covered in the maximum compensation and the reported additional expenses of the Chairman of the Board of Directors can be paid by a corresponding compensation. In concrete terms, this means an increase of the maxi- mum compensation for the entire Board of Directors by CHF 250,000, from CHF 550,000 to CHF 800,000, where- by (apart from the compensation of the reported additional expenses of the Chairman) no increase of the fixed compensation and the number of allotted shares will be made.

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4. Delisting of the shares of Schaffner Holding AG from the SIX Swiss Exchange AG

The Board of Directors proposes to approve the delisting of the shares of Schaffner Holding AG from the SIX Swiss Exchange AG with effect from and subject to the completion of the Public Offer and to instruct the Board

of Directors­ to implement this resolution in order to effect the delisting.

Explanation:The delisting of the Company›s shares following a public takeover offer is customary and was

announced­ accordingly by the offeror. According to the new corporate law, this is the responsibility of the General Meeting and no longer of the Board of Directors. The Board of Directors plans, in case of approval by the General Meeting, to execute the delisting after completion of the Public Offer in accordance with the established practice for such transactions.

Miscellaneous

References to further information on the Public Offer

The pre-announcement for the Public Offer was published on August 17, 2023 and can be viewed at https://www. emc-power-offer.com. Further information, such as the offer prospectus together with the report of the Board of ­Directors, will be published there from time to time.

The report of the Board of Directors and the underlying valuation opinion (fairness opinion) were published on ­September 28, 2023 and can be ordered free of charge in German, French and English from Schaffner Holding AG, Investor Relations, Nordstrasse 11e, 4542 Luterbach, Switzerland (e-mail:investor-relations@schaffner.com) or downloaded from https://www.schaffner.com/investors.

Admission cards and voting rights

Shareholders who are entered in the share register by November 30, 2023 (record date) will receive a reply coupon with the invitation. With this reply coupon, admission cards can be requested from the share register of Schaffner Holding AG, sharecomm ag, Europastrasse 29, 8152 Glattbrugg. From November 30, 2023 until and including December 7, 2023, the share register will be closed for entries. Shareholders who sell their shares before the General Meeting are no longer entitled to vote for these shares. In the event of a partial sale, the admission card sent must be exchanged at the entrance control on the day of the General Meeting.

For shareholders who have accepted the Public Offer of Tyco Electronics (Schweiz) Holding II GmbH, the following regulation on the exercise of voting rights at the extraordinary general meeting applies: As the Public Offer will only be closed after the General Meeting and therefore the shares of Schaffner will only be sold to Tyco Electronics (Schweiz) Holding II GmbH after the General Meeting in the context of the Public Offer, these shareholders will still be shareholders at the time of the General Meeting and thus entitled to exercise their voting rights at the General Meeting.

Representation and power of attorney

Shareholders who do not attend the General Meeting in person may be represented as follows:

1. By an authorized person: The power of attorney must be completed on the admission card ordered by the share- holder and handed over to the authorized person.
2. By the independent proxy, lic. iur., LL.M. Jean-Claude Cattin, attorney-at-law and notary public, Dammstrasse 14, P.O. Box 311, 2540 Grenchen: The reply coupon is sufficient for granting proxy (the admission card does not need to be requested). For the instruction of the independent proxy, the instruction form on the reverse side of the reply coupon enclosed with the invitation may be used. By signing the reply coupon, the independent proxy is autho- rized to vote in favor of the proposals of the Board of Directors, unless otherwise instructed in writing. This also applies in the event that proposals are voted on at the General Meeting which are not listed in the invitation.

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Shareholders can participate in votes and elections by issuing proxies and instructions electronically to the independent proxy at www.sisvote.ch/schaffner. The login data required for this purpose will be sent to shareholders together with the written documents for the General Meeting. Any changes to electronically issued instructions are possible until December 5, 2023, 23:59 CET at the latest.

Shareholders who wish to be represented by an authorized person pursuant to letter a) may request the admission card directly in the online tool.

Note

Photos will be taken during the General Meeting and may be available on the Schaffner Holding AG website and social media.

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