Aebi Schmidt Holding AG

1. 1

   Approval of the Audited Consolidated Financial Statements and Statutory Standalone Financial Statements for the Fiscal Year Ended December 31, 2025

   ManagementBoard: FOR

   Shareholders to approve the Company’s audited consolidated and statutory standalone financial statements for fiscal year 2025.

2. 2

   Approval of Allocation of Profit Available for Distribution and Approval of Distribution of a Dividend

   ManagementBoard: FOR

   Two-part proposal to (2.1) approve allocation of profit available for distribution (carry forward retained earnings) and (2.2) approve distribution of a dividend up to USD $0.10 per share by allocating USD $10 million from capital contribution reserves to a dividend reserve and authorizing the Board to pay installments.

   More detail

   Proposal 2 consists of two related management proposals: 2.1 seeks shareholder approval to carry forward retained earnings as the appropriation of profit, and 2.2 seeks approval to create a Dividend Reserve by reallocating up to USD 10 million from capital contribution reserves to enable an annual dividend of up to USD 0.10 per share, to be paid in installments at the Board’s discretion until the 2027 AGM. Management frames 2.1 as a routine Swiss-law requirement and argues carrying forward earnings will support investments, share repurchases, acquisitions, and dividend payments. For 2.2, management proposes a legal mechanism (repayment of statutory reserves via allocation to a dividend reserve) to allow flexibility in timing and installment payments; the Board expects to pay the full $0.10 per share in four quarterly installments but retains discretion to defer payments if warranted. The statutory auditor confirmed compliance with Swiss law. The Board recommends a “FOR” vote, arguing the approach balances returning capital to shareholders with preserving flexibility for corporate needs and ensuring legal compliance in Switzerland.

3. 3

   Discharge of Liability for the Board of Directors and Executive Management for the Fiscal Year Ended December 31, 2025

   ManagementBoard: FOR

   Shareholders are asked to discharge the Board and executive management from liability for actions during fiscal year 2025, excluding undisclosed facts.

4. 4

   Approval of an Amendment to the Articles of Association to (i) Reduce the Minimum Number of Directors to Five and the Maximum Number of Directors to Nine and (ii) Amend the Nomination Rights of PCS Holding AG

   ManagementBoard: FOR

   Amend Articles to change Board size from "at least nine and not more than eleven" to "at least five and not more than nine" and adjust PCS nomination rights accordingly.

   More detail

   Management seeks shareholder approval to amend the Articles to reduce the permitted Board size range and to update Article 16 to adjust the PCS Parties’ nomination rights consistent with a planned reduction in Board size and related amendments to the PCS Relationship Agreement. This is a governance structural proposal driven by post-acquisition board composition and the PCS Relationship Agreement; the Governance Committee recommended the change to provide flexibility while ensuring the Board will consist of at least eight members immediately after the Annual Meeting. The amendment secures continuity of PCS nomination rights adjusted according to ownership thresholds while lowering the formal maximum and minimum to provide future flexibility. The Board recommends approval to align governance documents with the intended Board refresh and anticipated PCS Relationship Agreement amendments.

5. 5

   Election of the Board of Directors and the Chair of the Board of Directors

   ManagementBoard: FOR

   Election of director nominees to the Board for one-year terms and election of Barend Fruithof as Chair.

6. 6

   Election of the Human Resources and Compensation Committee of the Board of Directors

   ManagementBoard: FOR

   Elect Andreas Rickenbacher, Patrick Schaub and Angela Freeman as members of the Compensation Committee until the 2027 AGM.

7. 7

   Election of PricewaterhouseCoopers AG (Zurich) as Statutory Auditor

   ManagementBoard: FOR

   Elect PwC (Zurich) as the Company’s statutory auditor for the coming year.

8. 8

   Election of Anwaltskanzlei Keller AG as Independent Proxy

   ManagementBoard: FOR

   Elect Anwaltskanzlei Keller AG as the independent proxy (proxy to exercise voting rights per shareholder instructions) until the 2027 AGM.

9. 9

   Approval of Compensation of the Board of Directors and Executive Management

   ManagementBoard: FOR

   Multiple compensation-related votes including: 9.1 advisory Say-on-Pay for NEO compensation; 9.2 advisory frequency of future Say-on-Pay votes (management recommends annual); 9.3 advisory Swiss Statutory Compensation Report; 9.4 binding approval of maximum aggregate Board compensation until 2027 AGM ($2.3m); 9.5 binding approval of maximum aggregate Executive Management compensation for 2027 ($12.5m).

   More detail

   This multi-part management compensation package seeks shareholder approval across advisory and binding votes. Proposal 9.1 is a non-binding advisory approval of named executive officer compensation required under U.S. rules, where management seeks endorsement of its pay design as disclosed in the CD&A, tying pay to Group and individual performance; the Board recommends ‘FOR’ and will consider results. Proposal 9.2 asks shareholders to recommend how often to hold Say-on-Pay votes; management recommends annual votes to provide regular shareholder feedback. Proposal 9.3 is a Swiss-law advisory vote approving the Swiss Statutory Compensation Report; management recommends ‘FOR’ as a retrospective review of pay practices. Proposal 9.4 seeks binding shareholder approval of the maximum aggregate Board compensation of $2.3 million until the 2027 AGM to comply with Swiss law. Proposal 9.5 seeks binding shareholder approval of the maximum aggregate executive management compensation of $12.5 million for fiscal year 2027, also required under Swiss law. The Board justifies the amounts and structure as necessary to attract, retain and incentivize leadership through the Company’s strategic post-acquisition integration period.

10. 10

    Approval of the Aebi Schmidt Equity Incentive Plan

    ManagementBoard: FOR

    Approve a new equity incentive plan reserving 3,500,000 shares for RSUs, PSUs and RS awards to align employee and shareholder interests and replace Shyft’s plan.

    More detail

    Management proposes shareholder approval of a comprehensive Equity Incentive Plan authorizing 3,500,000 shares to be used for RSUs, PSUs and RS, with mandatory RS conversion for non-executive directors, 1-3 year vesting schedules, performance metrics for PSUs, clawback and malus provisions, and detailed change-of-control and withholding rules. The Plan is positioned as a key tool to attract, retain and align executive and critical talent with shareholder interests in the wake of the Shyft acquisition and transition to combined company operations. It replaces Shyft’s stock plan and includes conservative features—minimum vesting, maximum grant values for non-executive directors, limits on transferability, and extensive governance mechanisms—intended to balance incentive effectiveness with shareholder protection. The Board recommends a “FOR” vote, arguing the Plan supports strategic objectives, mitigates dilution, establishes clear grant and vesting terms, and incorporates compliance with Section 409A and other jurisdictional rules.

11. 11

    Approval of the Swiss Statutory Non-Financial Matters Report

    ManagementBoard: FOR

    Approve the Company’s Swiss Statutory Non-Financial Matters (Sustainability) Report for fiscal year 2025 covering ESG topics, GHG disclosures, human rights, supply chain due diligence, and other material non-financial matters.

    More detail

    Management asks shareholders to approve the Swiss Statutory Non-Financial Matters Report—a Swiss-law required report detailing environmental, social and governance actions and metrics for 2025 including scope 1-3 GHG disclosures, supply chain due diligence under the DDTrO, a newly adopted human rights policy, and sustainability initiatives post-acquisition. The Board frames this as both a compliance item and a strategic commitment to sustainability; the recommendation is ‘FOR’ and the report is published online for investor review.

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When is the Aebi Schmidt Holding AG 2026 annual meeting?

Aebi Schmidt Holding AG (AEBI) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Aebi Schmidt Holding AG 2026 meeting?

The record date for the Aebi Schmidt Holding AG 2026 meeting is Wednesday, March 25, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Aebi Schmidt Holding AG's 2026 meeting?

The board is presenting 8 director nominees at the Aebi Schmidt Holding AG 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Aebi Schmidt Holding AG 2026 meeting?

Shareholders will vote on 11 proposals at the Aebi Schmidt Holding AG 2026 meeting, each tagged with who proposed it and the board's recommendation.