Swatch : Ordinary General Meeting of Shareholders

INVITATION

Dear Shareholders,

The Ordinary General Meeting of Shareholders will be held in accordance with article 12 ff. of the Articles of Association on Wednesday, May 10, 2023 at 10:00 a.m. (CEST), virtually, without physical presence of the shareholders.

The Board of Directors has decided to hold the General Meeting with no venue and by electronic means in accordance with art. 701d para. 1 of The Code of Obligations (CO). The shareholders have therefore the possibility to grant powers of attorney and instructions to the independent voting representative either in writing or by electronic means in advance or to attend online the shareholders' meeting by electronic means over the internet.

AGENDA

1. Annual Report 2022

1. Annual Report of the Board of Directors for 2022
2. Financial Statements 2022 (Balance Sheet, Income Statement and Notes) and Consolidated Financial Statements 2022
3. Statutory Auditors' Reports
4. Approval of the said Reports and Financial Statements

After having access to the reports, the Board of Directors recommends that the Ordinary General Meeting approves the Annual Report 2022 (Annual Report, Financial Statements and Consolidated Financial Statements).

Short explanation: The Annual Report of the Board of Directors, the Financial Statements and the Consolidated Financial Statements 2022 as well as the Statutory Auditors' Reports are included in the Annual Report 2022. The Swatch Group achieved net sales of CHF 7'499m (+2.5% compared to the previous year) resulting in an operating profit of CHF 1'158m (+13.4% compared to the previous year). The equity thereby increased up to CHF 12'051m (+3.8% compared to the previous year) and the equity ratio to 86.7%. The Statutory Auditors' Reports confirm that the Financial Statements and the Consolidated Financial Statements 2022 are in accordance with the Swiss law and the Articles of Association of the company. Therefore, the Statutory Auditors recommend to approve the Financial Statements and the Consolidated Financial Statements 2022.

1. Discharge of the Board of Directors and the Group Management Board
   The Board of Directors recommends that the Ordinary General Meeting discharges all members of the Board of Directors and the Group Management Board for their activities during the business year 2022.
   Short explanation: The Board of Directors has no knowledge about incidents or circumstances, which would be against a discharge of the Board of Directors and the Group Management Board for the business year 2022. Further information is available in the Annual Report 2022.
2. Resolution for the appropriation of the available earnings
   The Board of Directors recommends that the Ordinary General Meeting appropriates the available earnings of CHF 901'799'398.00 (net income as of December 31, 2022 of CHF 876'575'854.58 plus profit carried forward from the previous year of CHF 25'223'543.42) as follows:
   ∙ Dividend on share capital of CHF 117'719'775.00

CHF 1.20 per registered share with a par value of CHF 0.45	CHF	140'303'400.00
CHF 6.00 per bearer share with a par value of CHF 2.25	CHF	173'616'000.00
∙ Allocation to special reserve	CHF	550'000'000.00
∙ Balance carried forward	CHF	37'879'998.00
Total	CHF	901'799'398.00

Short explanation: The increase in turnover, the increase in net income and the high equity ratio of the company argues in the opinion of the Board of Directors for the proposed increase of the dividend by 9.1% compared to the previous year. Further information is available in the Annual Report 2022.

[Only the German version is legally binding.]

The precise total amount of dividend payment depends on the number of shares outstanding and eligible to receive a dividend on May 11, 2023. The group does not pay dividends on treasury shares.

The dividend will be paid out as from May 16, 2023. The last trading day giving rise to a dividend entitlement is May 11, 2023. As from May 12, 2023, the shares will be traded ex-dividend.

4. Approval of compensation

4.1 Fixed compensation of the members of the Board of Directors

1. Compensation for functions of the Board of Directors
   The Board of Directors recommends that the Ordinary General Meeting approves a total amount of maximum CHF 1'030'000 (excluding employer's share of social benefits) as fixed compensation for functions of the members of the Board of Directors for the period from the Ordinary General Meeting 2023 until the next Ordinary General Meeting 2024.
2. Compensation for executive functions of the members of the Board of Directors
   The Board of Directors recommends that the Ordinary General Meeting approves a total amount of maximum CHF 2'550'000 (excluding employer's share of social benefits) as fixed compensation for executive functions of the members of the Board of Directors for the business year 2023.

1. Fixed compensation of the members of the Executive Group Management Board and of the Extended Group Management Board for the business year 2023
   The Board of Directors recommends that the Ordinary General Meeting approves a total amount of maximum CHF 5'700'000 (excluding employer's share of social benefits) as fixed compensation of the members of the Executive Group Management Board and of the Extended Group Management Board for the business year 2023.
2. Variable compensation of the executive members of the Board of Directors for the business year 2022
   The Board of Directors recommends that the Ordinary General Meeting approves a total amount of CHF 6'999'400 (excluding employer's share of social benefits) as variable compensation of the executive members of the Board of Directors for the business year 2022.
3. Variable compensation of the members of the Executive Group Management Board and the Extended Group Management Board for the business year 2022
   The Board of Directors recommends that the Ordinary General Meeting approves a total amount of CHF 14'498'678 (excluding employer's share of social benefits) as variable compensation of the members of the Executive Group Management Board and the Extended Group Management Board for the business year 2022.

Short explanation: The maximal amount payable to every member of the Board of Directors as fixed compensation for functions of the members of Board of Directors for the period from the Ordinary General Meeting 2023 until the next Ordinary General Meeting 2024 (see recommendation 4.1.1) remains unchanged compared to the previous year. The total amount of fixed compensation for the year 2023 (see recommendations 4.1.2 and 4.2) remains unchanged compared to the previous year. The variable compensations for the lapsed business year 2022 (see recommendations 4.3 and 4.4) are reduced by 4.5%. Further details are available in the compensation report 2022.

5. Election of the members of the Board of Directors

The Board of Directors recommends that the Ordinary General Meeting reelects Ms. Nayla Hayek, Mr. Ernst Tanner, Ms. Daniela Aeschlimann, Mr. Georges N. Hayek, Mr. Claude Nicollier and Mr. Jean-Pierre Roth as members of the Board of Directors for another term of office, which will end with the closure of the next Ordinary General Meeting. The Board of Directors recommends that the Ordinary General Meeting reelects Ms. Nayla Hayek as Chair of the Board of Directors for another term of office, which will end with the closure of the next Ordinary General Meeting.

1. Reelection of Ms. Nayla Hayek
2. Reelection of Mr. Ernst Tanner
3. Reelection of Ms. Daniela Aeschlimann
4. Reelection of Mr. Georges N. Hayek
5. Reelection of Mr. Claude Nicollier
6. Reelection of Mr. Jean-Pierre Roth
7. Reelection of Ms. Nayla Hayek as Chair of the Board of Directors

Short explanation: In accordance with art. 710 CO the members of the Board of Directors are elected individually for another term of office, which will end with the closure of the next Ordinary General Meeting. The present members of the Board of Directors run for a reelection. There is an overview of the vitae and occupations about every member of the Board of Directors in the section «Corporate Governance» of the Annual Report 2022 available.

[Only the German version is legally binding.]

6. Election to the Compensation Committee

The Board of Directors recommends that the Ordinary General Meeting reelects Ms. Nayla Hayek, Mr. Ernst Tanner, Ms. Daniela Aeschlimann, Mr. Georges N. Hayek, Mr. Claude Nicollier and Mr. Jean-Pierre Roth as members of the Compensation Committee for another term of office, which will end with the closure of the next Ordinary General Meeting.

1. Reelection of Ms. Nayla Hayek
2. Reelection of Mr. Ernst Tanner
3. Reelection of Ms. Daniela Aeschlimann
4. Reelection of Mr. Georges N. Hayek
5. Reelection of Mr. Claude Nicollier
6. Reelection of Mr. Jean-Pierre Roth

Short explanation: Equal to the members of the Board of Directors, the members of the Compensation Committee are elected individually for another term of office, which will end with the closure of the next Ordinary General Meeting. Only members of the Board of Directors are electable to the Compensation Committee in accordance with art. 733 CO. A reelection is possible. The Board of Directors recommends to apply art. 28 para. 4 of the Articles of Association.

1. Election of the independent voting representative
   The Board of Directors recommends that the Ordinary General Meeting elects Mr. Bernhard Lehmann, P.O. Box, 8032 Zurich, Switzerland, as independent voting representative for another term of office, which will end with the closure of the next Ordinary General Meeting.
   Short explanation: The General Meeting elects the independent voting representative in accordance with art. 689c para. 1 CO. The term of office will end with the closure of the next Ordinary General Meeting. A reelection is possible. Individual person or legal entities are admitted in accordance with art. 689b para. 5 CO. Mr. Bernhard Lehmann agreed to a reelection for another term of office, which will end with the closure of the next Ordinary General Meeting 2024.
2. Election of the Statutory Auditors
   The Board of Directors recommends that the Ordinary General Meeting elects PricewaterhouseCoopers Ltd as Statutory Auditors for another term of office, which will end with the closure of the next Ordinary General Meeting.
   Short explanation: The Ordinary General Meeting has to elect the Statutory Auditors in accordance with art. 698 para. 2 CO. PricewaterhouseCoopers Ltd agrees to a reelection for another term of office. By applying the legally requested rotation principle, PricewaterhouseCoopers Ltd assures that the requirements of art. 729 CO are respected.

Neuchâtel and Biel/Bienne, April 3, 2023

Sincerely,

On behalf of the Board of Directors,

N. Hayek

Chairwoman

[Only the German version is legally binding.]

ORGANIZATIONAL NOTES

For the virtual General Meeting taking place on May 10, 2023, the shareholders have the possibility to either designate and give voting instructions in writing or electronically to the independent voting representative in advance or to participate online in the General Meeting on May 10, 2023 by electronic means.

Mr. Bernhard Lehmann, P.O. Box, 8032 Zurich, Switzerland, was elected as independent voting representative during the last Ordinary General Meeting.

The holders of registered shares with the right to vote and duly registered by April 19, 2023 (book closing) are requested, if they intend to give proxy voting instructions in writing, to complete the form for proxy voting instructions.

The form has to be returned to The Swatch Group Ltd, c/o Nimbus AG, Ziegelbrückstrasse 82, 8866 Ziegelbrücke, Switzerland, by May 2, 2023, at the latest. From April 20, 2023 until and incl. May 10, 2023, the share register remains closed.

Until May 2, 2023 at the latest, holders of bearer shares may request the documents for giving voting instructions to the independent voting representative in writing or electronically as well as for the participation by electronic means online against a confirmation declaring that the shares are blocked. The custodian confirmation or bank statement declaring that the shares are blocked has to be submitted to The Swatch Group Ltd, c/o Nimbus AG, Ziegelbrückstrasse 82, 8866 Ziegelbrücke, Switzerland. The bearer shares will remain blocked until the day after the General Meeting. The new art. 689a para. 2 CO prescribes that holders of bearer shares have to disclose name and address if they want to execute their membership rights during a General Meeting. We therefore may only accept confirmations declaring that the shares are blocked if family name, first name and address for service are fully disclosed. The instructions of

holders of bearer shares who submit their instructions to the independent voting representative in writing have to arrive by postal mail not later than May 5, 2023.

Electronic designation of and instructions to the independent voting representative: Shareholders may as well

electronically designate	and give	voting	instructions	to the	independent	voting representative. The login site
is swatchgroup.shapp.ch. For the	holders	of registered shares the individual login data are available on the
form for proxy voting	instructions. The	holders of	bearer	shares will	receive the login access codes

addressed after the submission of the custodian confirmation or bank statement declaring that the shares are blocked. The voting by electronic means has to be executed until Sunday, May 7, 2023, 11:59 p.m. (CEST), at the latest. Shareholders giving instructions to the independent voting representative by electronic means are excluded from an electronic participation in the Ordinary General Meeting.

Electronic participation: Shareholders of registered and bearer shares have the possibility to participate online in the Ordinary General Meeting over the internet with an electronic device (PC, tablet, etc.) on May 10, 2023, starting

at 10:00 a.m. (CEST). The website	to	login	is swatchgroup.shapp.ch. The login	access codes	are for the
shareholders of registered shares	on	the	form "Voting instructions or	participation by	electronic

means". The shareholders of bearer shares receive the login access codes after the submission of custodian confirmation or bank statement declaring that the shares are blocked. Take note that The Swatch Group Ltd does not take any responsibility for technical problems related to the electronic transmission where the cause is not in the area of the company. This includes e.g. all technical problems in the private domain of the shareholder, such as not properly established connections or suddenly lost connections, the use of non- compatible hard- or software, not well-known or -established browsers, erroneous manipulation on the own

equipment and device during the login procedure or during the transmission. Apart from that, the general terms of use (GTU) of the swatchgroup.shapp.ch platform apply. Should on May 10, 2023 the Ordinary General Meeting be interrupted due to technical problems or interferences such as a total failure or material failure of the Swiss data transmission network, the Ordinary General Meeting will continue with no venue and by electronic means on Friday, May 12, 2023 at 10:00 a.m. (CEST) and/or Monday, May 15, 2023 at 10:00 a.m. (CEST). The agenda as well as the login access codes will remain unchanged. All decisions taken by the General Meeting preceding an interruption remain valid. All deadlines will be extended. If necessary, the share register remains closed until May 12 or May 15, 2023.

Annual Report: The Annual Report 2022 including the Annual Report of the Board of Directors and the Financial Statements, the Consolidated Financial Statements 2022, the Compensation Report and the Board of Directors' proposal for the appropriation of available earnings as well as the Reports of the Statutory Auditors will be accessible to the shareholders as from April 19, 2023 at the company's registered office in Neuchâtel (Address: Swatch Group Pension Fund, Faubourg de l'Hôpital 3, 2000 Neuchâtel, Switzerland), on the site of the offices at Faubourg du Lac 6, 2502 Biel/Bienne, Switzerland, and on the internet site www.swatchgroup.com/annual_report. For ecological reasons we do not send the reports to all shareholders. We kindly ask the shareholders who want to receive the Annual Report 2022 and the Sustainability Report 2022 to tick the corresponding box on the form for voting instructions.

Shareholder's gift:

Only shareholders with the right to vote and appointing the independent voting representative as proxyin writing or electronically or voting electronicallyduring the Ordinary General Meeting of the Shareholders will receive the shareholder's gift to

their address in Switzerland after the General Meeting. No shareholder's gift will be delivered to an address abroad.

[Only the German version is legally binding.]