Slides
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1 EGM 2026 ENGAGEMENT MEETINGS Z u r i c h , S e p t e m b e r 2 0 2 6
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2 Board elections Shareholder proposals Discharge 01 02 03 AGENDA E G M 2 0 2 6 -E N G A G E M E N T M E E T I N G S
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3 Board elections E G M 2 0 2 6 -E N G A G E M E N T M E E T I N G S
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4 E G M 2 0 2 6 -E N G A G E M E N T M E E T I N G S Board elections (1/2): Andreas Casutt Professional experience 2002– today Niederer Kraft Frey AG: Partner (Managing Partner 2005-2014) 1993-2021 Niederer Kraft Frey AG: Associate Education 1995 Master of Laws (LL.M.), University of Michigan, Ann Arbor 1991 Dr.iur. (Ph.D. in Law), University of Zurich Current external mandates (selection) Since 2013 Mikron Holding AG (SWX: MIKN): Member of the Board of Directors Since 2014 maxon motor AG: Member of the Board of Directors (incl. in one affiliated entity) 2012-12-2026 Dextra Rechtsschutz AG: Member of the Board of Directors Since 2008 Niederer Kraft Frey AG: Member of the Board of Directors Since 2004 Horizon21 AG: Member of the Board of Directors (incl. in seven other affiliated entities) Past external mandates (selection) 2010-04.2026 Siegfried Holding AG (SFZN): Member of the Board of Directors (Chairman: 2014-2026) 2016-2022 Bendura Bank AG: Vice-Chairman of the Board of Directors 2013-2022 Twelve Capital AG: Member of the Board of Directors Full CV available here: www.leonteq.com/egm Year of Birth: 1963 Nationality: Swiss
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5 E G M 2 0 2 6 -E N G A G E M E N T M E E T I N G S Board elections (2/2): Reto Suter Year of Birth: 1971 Nationality: Swiss Professional experience 2017-06.2026 Siegfried Holding AG (SWX: SFZN): CFO 2013-2017 Lonrho Ltd: COO/CIO 2004-2013 Horizon21 AG: CIO (2011-2013); CEO (2010-2011); Group COO/Deputy CEO (2008-2010) 2001-2004 Tendo Corporate Finance AG: Partner 2000-2001 Go4Equity AG: Co-Founder and CFO Education 2026 Board Director Diploma International, Institute for Management Development (IMD) 1999 Dr.oec.publ. (Ph.D. in Banking and Finance), University of Zurich Current external mandates (selection) Since 2026 Swiss Automotive Group (Derendinger Holding AG): Member of the Board of Directors Since 2026 Accelleron Industries Ltd (SWX: ACLN): Member of the Board of Directors, Chairman of the Audit Committee Since 2021 Inficon Holding AG (SWX: IFCN) Member of the Board of Directors, Chairman of the Audit Committee, Member of the Compensation and HR Committee Awards 2025 CFO of the year, CFO Forum Schweiz (Category SPI) Full CV available here: www.leonteq.com/egm
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6 E G M 2 0 2 6 -E N G A G E M E N T M E E T I N G S Board of Directors (post EGM 2026) Andreas Casutt First election: 09.2026* Chairman NRC (Member) Independent ✓ Non-executive ✓ NRC Nomination & Remuneration Committee ARC Audit & Risk Committee Governance principles • Separation of roles in line with the Swiss Code of Best Practice for Corporate Governance: Chairman of the Board and Chief Executive Officer • Ultimate strategic supervision and control of the management of the company, including enterprise Risk Management approach • All Board members elected on annual basis • Board Compensation subject to annual approval by shareholders External mandates * Subject to shareholder approvals * * Subject to Board constitution post EGM 2026 Type of mandate Limit Legal entities Max. 10 mandates of which listed companies1 Max. 4 mandates Charitable legal entities2 Max. 10 mandates Philippe Le Baquer First election: 2021 Vice-Chairman** NRC (Member) Independent ✓ Non-executive ✓ Barbara A. Heller First election: 04.2026 ARC (Chair) Independent ✓ Non-executive ✓ Thomas R. Meier First election: 2017 NRC (Chair) Independent ✓ Non-executive ✓ Sylvia Steinmann First election: 2025 ARC (Member) Independent ✓ Non-executive ✓ Juerg C. Steiger First election: 04.2026 Independent ✓ Non-executive ✓ Reto Suter First election: 09.2026* ARC (Member)** Independent ✓ Non-executive ✓ 1 Mandates for which remuneration is received, whereby multiple mandates in various companies that belong to the same group of companies count as one 2Mandates for which no remuneration is received
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7 E G M 2 0 2 6 -E N G A G E M E N T M E E T I N G S Board composition (post EGM 2026) 71% 29% Male Female Gender diversification 2 5 6-10 years 3-5 years <=2 years Length of tenure 4 2 1 61-65 56-60 51-55 Age 100% Independent Non- independent Independence Independence criteria* Leonteq’s non-executive members of the Board of Directors are deemed independent if they: • Are not currently, and have not in the previous three years, been employed in some other function within the Company; • Have not been employed in the previous two years by Leonteq’s audit firm as a lead auditor (of the regulatory audit); • Have no commercial links with the Company which, in view of their nature and scope, would lead to a conflict of interests (including directorships on the Boards of commercial partners); • Are not significant shareholders of Leonteq (shareholding of 10% or more) and are not representatives of individual shareholders (private or institutional) or a specific group of shareholders. *The Board’s independence criteria are in excess of the SIX Swiss Exchange Directive on Information relating to Corporate Gov ernance, the FINMA Circular on Corporate Governance and the Swiss Code of Best Practice for Corporate Governance.
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8 E G M 2 0 2 6 -E N G A G E M E N T M E E T I N G S Shareholder proposals
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9 E G M 2 0 2 6 -E N G A G E M E N T M E E T I N G S Launch of a share buyback programme Proposal by Mr Rainer-Marc Frey (indirectly through H21 Macro Ltd) 23.3% in Leonteq shares • The Board of Directors is to be instructed to launch a share buyback programme with a volume of up to 5,000,000 registered shares with a nominal value of CHF 1.00 each, and a maximum acquisition value of CHF 100,000,000. • The program shall be executed via a separate trading line in the period between the Extraordinary General Meeting in autumn 2026 and the end of June 2028. • The repurchased shares shall be cancelled in the context of a capital reduction at an ordinary or extraordinary general meeting. Board considerations › The Board continues to support the principle of a share buyback but is not providing any recommendation as to how shareholders should vote on Mr Frey’s proposal. › As communicated on 23 July 2026, the Board confirms its intention to launch a share buyback in early 2027 provided that the CET1 ratio is maintained at a level meaningfully in excess of 15% on a sustainable basis, and will consider a total distribution to shareholders (dividend plus share buy-back) in line with the Group net profit for the full year 2026. › If the proposal is approved by shareholders, when deciding the timing and amount of the share buyback, the Board will exercise its fiduciary and regulatory duties (in particular the objective of maintaining a CET1 ratio at a level meaningfully in excess of 15% on a sustainable basis) › It will need to seek the approval of Swiss Financial Market Supervisory Authority FINMA, the Swiss Takeover Board and SIX Swiss Exchange prior to the launch of any share buyback
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10 E G M 2 0 2 6 -E N G A G E M E N T M E E T I N G S Changes of articles of AoA (BoD compensation) Proposal by Mr Rainer-Marc Frey (indirectly through H21 Macro Ltd) 23.3% in Leonteq shares • The Articles of Association are proposed to be amended insofar that in addition to the fixed remuneration, members of the Board of Directors may receive variable remuneration in the form of the company’s equity securities. • According to the proposal, the variable remuneration is to be based on the performance of the company’s share price and subject to the acquisition or holding of a defined number of equity securities of the company. • While details of the share scheme shall be determined by the Board of Directors, the proposal provides that the equity securities allocated under the share ownership program shall be subject to a lock-up period of at least three years from the date of allocation Board considerations › The Board of Directors recommends shareholders to vote against the proposal to change the Articles of Association. › The proposed changes would introduce a variable, performance- dependent compensation element for the remuneration of the members of the Board of Directors, which is not in line with the best- practice remuneration approach for non-executive directors of Swiss listed companies. › The current remuneration framework for the Board of Directors already includes a minimum of 40% of total compensation paid in shares, locked up for a period of three years, in line with what is considered best practice (see next page for more details).
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11 Compensation principles and fee structure for the Board of Directors (best-practice scheme) Annual director’s fee (unchanged since 2018) CHF Member of the Board of Directors 150,000 Additional fee for Chairman 200,000 Additional fee for Vice-Chairman 50,000 Additional fee for Committee Chairs 40,000 E G M 2 0 2 6 -E N G A G E M E N T M E E T I N G S Non-performance-related compensation in the form of a director’s fee No additional compensation for attending meetings Paid in cash and in Leonteq shares A minimum amount of 40% of the compensation is paid in Leonteq shares, valued at market price at grant date Shares are locked for a period of three years 01 02 03 04 05
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12 Discharge E G M 2 0 2 6 -E N G A G E M E N T M E E T I N G S
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13 Conclusion of regulatory legacy matters • Following the conclusion of enforcement proceedings in December 2024, a number of measures were ordered by the Swiss Financial Market Supervisory Authority (FINMA) to be implemented • Leonteq addressed these measures with high priority in 2025, which were reviewed by a FINMA-appointed audit mandatory in the second half of 2025 and the first quarter of 2026 • In June 2026, FINMA confirmed to Leonteq that all ordered measures have been implemented • As a result, no regulatory proceedings against Leonteq Group entities remain pending, providing clarity and certainty for the continued execution of its business priorities E G M 2 0 2 6 -E N G A G E M E N T M E E T I N G S Discharge (2024 and 2025) for members of the Board and Executive Committee after closing all legacy matters Comprehensive programme over the last few years to strengthen global compliance and risk management framework • New appointments to key leadership and expert positions and reduction in number of target markets • Enhanced internal control system by introducing new policies, adding additional controls and widening the scope of monitoring activities • Substantial investments in staff as well as in processes, technology and data analysis. • Significant investments have been and continue to be made in enhancing transaction monitoring and the monitoring of the distribution chain