Letter by the Chairman of the Nomination and Compensation Committee

Dear Shareholders,

On behalf of the Nomination and Compensation Committee (NCC), I am pleased to present the Compensation Report of dormakaba Holding AG for the financial year 2025/26.

dormakaba delivered a solid performance in 2025/26, and is well on track to achieve its mid-term targets. The year was characterized by disciplined strategy execution, which resulted in organic top line growth in line with guidance and sustained margin expansion. Organic net sales growth was at 3.0%, driven primarily by significant pricing actions (2.6%), complemented by modest volume growth (0.4%). Profitability improved for the third consecutive financial year, with the adjusted EBITDA margin expanding by 60 basis points (bps) to 16.1%. An adjusted operating cash flow margin of 12.5%, up 80 bps from the previous year, reflects improved net working capital from inventory optimization and enhanced payment terms. These results were supported by a stabilized net debt and financial profile. dormakaba’s performance across its revenue, profitability and cash flow metrics translated into a STI payout ratio for the Group of 79.60%.

Throughout the year, the NCC fulfilled its key responsibilities in overseeing succession planning for the Board of Directors (BoD) and Executive Committee (EC), and shaping compensation practices that support the company’s strategic goals and performance culture.

At the AGM 2025, all ten members of the Board of Directors were re-elected, and the composition of the Board Committees remained unchanged.

Changes occurred within the EC: David Fuller joined as Chief Innovation Officer effective 1 September 2025, succeeding  Magín Guardiola. Magín stepped down from the EC and continues contributing his profound industry knowledge by leading Enterprise-Wide Projects, reporting directly to the CEO. David’s leadership and deep expertise in software development, robotics and AI will serve as a critical enabler to successfully implement our next strategic steps, such as strengthening our offering for the North America commercial market.

As part of its regular activities, the NCC carried out a comprehensive review of our compensation framework and concluded that it remains well aligned with our business strategy, prevailing market standards and stakeholder expectations. Consequently, no structural changes were implemented during the reporting year. To maintain this alignment with our growth strategy and considering shareholders’ feedback, the NCC also reviewed the performance indicators of the variable pay programs to further strengthen the link between measurable performance and reward. Looking ahead to the financial year 2026/27, the Board will implement the following adjustments:

Short-Term Incentive (STI)

• Maintain the current combination of organic revenue, profitability and cash flow generation, while adjusting  metric definitions to align with our adoption of the IFRS accounting standards.
• Introduce an individual functional scorecard, weighted 20% of the total target incentive, to enable individual payout differentiation and enhance accountability for key strategic priorities.

Long-Term Incentive (LTI)

Following a thorough review of the KPI landscape announced in last year’s report, the Board will:

• Introduce a Total Revenue Growth metric to reflect our long-term ambition of gaining relative market share through both organic and inorganic growth.
• Replace Earnings Per Share (EPS) with Return On Capital Employed (ROCE) as a more appropriate proxy for capital efficiency.
• Shift to a relative performance measurement of all financial metrics against a customized peer group of 28 companies, consisting of global, direct competitors and other adjacent companies that are exposed to similar economic conditions.

These adjustments are presented in more detail in the paragraphs “Outlook for financial year 2026/27” of sections 3.1 Short-term incentive and 3.2 Long-term incentive, respectively.

At the 2025 AGM, shareholders expressed strong support for our compensation approach. We received positive feedback on our overall compensation levels, the pay-for-performance alignment and the balance between our short- and long-term incentives. High transparency and appropriate disclosure of performance indicators and outcomes contributed to these results. The maximum aggregate compensation amounts for both the BoD and EC were approved with 99% and 97% respectively (prior year: 98% in both cases) of the votes, and the consultative vote on the Compensation Report received a 98% approval rate, consistent with the previous year.

This positive outcome underscores the strength of our continuous dialogue with our shareholders’ representatives and investors, and we would like to thank our shareholders for their continued trust and support.

Sincerely,

Svein Richard Brandtzaeg
Chair of the Nomination and Compensation Committee

About the Compensation Report

This report outlines the principles that guide our compensation policy and the governance around compensation decisions and provides detailed information on the compensation awarded to the Board of Directors (BoD) and Executive Committee (EC) for the financial year. It has been prepared in full compliance with Swiss Company Law, the SIX Swiss Exchange’s Directive on Information relating to Corporate Governance, and in line with the recommendations of economiesuisse’s Swiss Code of Best Practice for Corporate Governance.

Shareholder engagement

Feedback received from shareholders, investors and proxy advisors confirmed broad support for dormakaba's remuneration framework and its pay-for-performance philosophy. While the overall remuneration system received positive feedback, several stakeholders identified opportunities for further enhancing disclosure and transparency.

The table below summarizes the principal topics raised during the shareholder engagement process and dormakaba’s response.