Aebi Schmidt (AEBI) Proxy filing summary

Executive summary

• Annual General Meeting scheduled for May 21, 2026, to vote on 11 key proposals, including financial statements, profit allocation, board elections, compensation, and ESG matters.

• Major 2025 achievements include the acquisition and integration of The Shyft Group, resulting in improved profitability, $2.061b order intake, $1.907b net sales, and $156m adjusted EBITDA.

• Board recommends approval of all proposals, with detailed proxy materials and annual report available online.

Voting matters and shareholder proposals

• Proposals include approval of 2025 financial statements, profit allocation, dividend distribution, discharge of board/executive liability, amendments to articles, board and committee elections, auditor and proxy appointments, compensation approvals, equity plan, and non-financial matters report.

• Board recommends voting “FOR” all proposals, including annual say-on-pay and annual frequency for future advisory votes.

• Shareholders will vote on a new equity incentive plan and the Swiss Statutory Non-Financial Matters Report.

Board of directors and corporate governance

• Board to be reduced from eleven to eight members post-meeting, with Barend Fruithof nominated as Chair and CEO.

• Board committees (Audit, Compensation, Governance) are 100% independent.

• PCS Holding AG’s nomination rights for board seats are being amended in line with reduced board size.

• Annual board and committee self-evaluations to begin in 2026.

• Shareholder engagement is ongoing, with robust communication channels and annual elections for all directors.