EX-99.2 3 dp170864_ex9902.htm EXHIBIT 99.2

  

Online Go to www.investorvote.com/ONON or scan the QR code — login details are located in the shaded bar below. 03 L X Y I + + 2 N O T Easy Online Access — View your proxy materials and vote. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one . There is no charge to you for requesting a copy . Please make your request as instructed on the reverse side on or before April 30 , 2022 to facilitate timely delivery . Votes submitted electronically and proxy cards must be received by May 21 , 2022 , at 11 : 59 p . m . EDT / May 22 , 2022 at 5 : 59 a . m . CEST . Step 1: Step 2: Step 3: Step 4: Step 5: Go to www.investorvote.com/ONON. Click on the icon on the right to view meeting materials. Return to the investorvote.com window and follow the instructions on the screen to log in. Make your selections as instructed on each screen for your delivery preferences. Vote your shares. MMMMMMMMMMMM MMM MMM MMM MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 On Holding AG Shareholder Meeting Notice Class A Shares 1234 5678 9012 345 Important Notice Regarding the Availability of Proxy Materials for the On Holding AG Annual General Meeting of Shareholders to be Held on Tuesday May 24, 2022, at 8:00 a.m. EDT / 2:00 p.m. CEST Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet . Follow the instructions below to view the materials and vote online or request a copy . The items to be voted on and location of the annual meeting are on the reverse side . Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet . We encourage you to access and review all of the important information contained in the proxy materials before voting . The Proxy Statement, the Annual Report for the financial year 2021 (including the 2021 Management Report, the Annual Consolidated Financial Statements of On Holding AG for 2021 , the Annual Financial Statements of On Holding AG for 2021 , and the Auditors’ Reports), and the Compensation Report 2021 are available to the shareholders for inspection as from the date of the Notice at the Company’s headquarter at Pfingstweidstrasse 106 , 8005 Zurich, Switzerland . The Annual Report 2021 and the Compensation Report 2021 are also available on the Company’s website, and the proxy materials are available at : www.investorvote.com/ONON C 1234567890 C O Y 000004 ENDORSEMENT_LINE______________ SACKPACK_____________

 
 

On Holding AG’s Annual General Meeting of Shareholders will be held on May 24, 2022 at the headquarters of On Holding AG, Pfingstweidstrasse 106, 8005 Zurich, Switzerland, at 8:00 a.m. EDT / 2:00 p.m. CEST. Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 1 - 13: 1 . Acknowledgement of the Annual Report 2021 and the Auditor Reports and Approval of the Management Report 2021, the Annual Consolidated Financial Statements of On Holding AG for 2021, and the Annual Financial Statements of On Holding AG for 2021 The Board of Directors proposes to take note of the annual report 2021 and the audit reports and to approve the management report 2021, the annual consolidated financial statements of On Holding AG for 2021, and the annual financial statements of On Holding AG for 2021. 2. Appropriation of 2021 Financial Results The Board of Directors proposes to appropriate the retained earnings of On Holding AG as follows: Profit carried forward from the financial year 2020 Loss for the financial year 2021 Profit carried forward CHF 3,013,132 (CHF 685,805) CHF 2,327,327 3. Discharge of the Members of the Board of Directors and of the Executive Committee The Board of Directors proposes that the members of the Board of Directors and of the Executive Committee be discharged from liability for the financial year 2021. 4. Re - Election of Alex Perez as Proposed Representative of the Holders of Class A Shares on the Board of Directors The Board of Directors proposes to the holders of Class A Shares to re - elect Alex Perez as proposed representative of the holders of Class A Shares on the Board of Directors. 5. Re - Election of the Members of the Board of Directors The Board of Directors proposes the re - election of the current members of the Board of Directors, each for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2023), as follows: 5.1 Re - Election of David Allemann 5.4 Re - Election of Caspar Coppetti 5.2 Re - Election of Amy Banse 5.5 Re - Election of Kenneth Fox 5.3 Re - Election of Olivier Bernhard 5.6 Re - Election of Alex Perez 6. Election of Dennis Durkin as a new Member of the Board of Directors The Board of Directors proposes the election of Dennis Durkin as new member of the Board of Directors for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2023). 7. Re - Elections of the Co - Chairmen of the Board of Directors 1. Re - Election of David Allemann as Co - Chairman of the Board of Directors The Board of Directors proposes to re - elect David Allemann as Co - Chairman of the Board of Directors for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2023). 2. Re - Election of Caspar Coppetti as Co - Chairman of the Board of Directors The Board of Directors proposes to re - elect Caspar Coppetti as Co - Chairman of the Board of Directors for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2023). 8. Re - Elections and Election of the Members of the Nomination and Compensation Committee 1. Re - Election of David Allemann as a Member of the Nomination and Compensation Committee The Board of Directors proposes to re - elect David Allemann as a member of the Nomination and Compensation Committee for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2023). 2. Re - Election of Kenneth Fox as a Member of the Nomination and Compensation Committee The Board of Directors proposes to re - elect Kenneth Fox as a member of the Nomination and Compensation Committee for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2023). 3. Re - Election of Alex Perez as a Member of the Nomination and Compensation Committee The Board of Directors proposes to re - elect Alex Perez as a member of the Nomination and Compensation Committee for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2023). 4. Election of Amy Banse as a Member of the Nomination and Compensation Committee The Board of Directors proposes to elect Amy Banse as a member of the Nomination and Compensation Committee for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2023). 9. Re - Election of the Independent Proxy Representative The Board of Directors proposes to re - elect Anwaltskanzlei Keller KLG (CHE - 194.206.696), Splügenstrasse 8, 8002 Zurich, Switzerland, as Independent Proxy Representative for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2023). 10. Re - Election of Statutory Auditors The Board of Directors proposes to re - elect PricewaterhouseCoopers AG (CHE - 106.839.438), in Zurich, as statutory auditors of On Holding AG for a term of office of one year (until the Annual General Shareholders’ Meeting in 2023). 11. Compensation Report; Approval of the Compensation of the Board of Directors and the Executive Committee 1. Consultative Vote on the 2021 Compensation Report The Board of Directors proposes that the Annual General Shareholders’ Meeting takes note of and endorses the 2021 Compensation Report in a consultative vote. 2. Approval of the Maximum Aggregate Compensation for the Non - Executive Members of the Board of Directors for the Period between this Annual General Shareholders’ Meeting and the next Annual General Shareholders’ Meeting to be held in 2023 The Board of Directors proposes to approve the maximum aggregate compensation of CHF 4,000,000 for the non - executive members of the Board of Directors (the executive members of the Board of Directors are exclusively compensated in their function as members of the Executive Committee) for the period between this Annual General Shareholders’ Meeting and the next Annual General Shareholders’ Meeting to be held in 2023. The proposed maximum aggregate amount is calculated on the basis of a full term of office of one year and will be paid out on a pro - rata basis. 3. Approval of the Maximum Aggregate Compensation for the Members of the Executive Committee for the Financial Year 2023 The Board of Directors proposes to approve the maximum aggregate compensation of CHF 19,500,000 for the members of the Executive Committee (including, where applicable, for their activities as executive members of the Board of Directors) for the Company’s financial year 2023. 12. Amendment of Art. 8 of the Articles of Association The Board of Directors proposes to amend Art. 8 of the Articles of Association as more fully described in the invitation to the Annual General Meeting of Shareholders. 13. Amendment of Art. 11 of the Articles of Association The Board of Directors proposes to amend Art. 11 of the Articles of Association as more fully described in the invitation to the Annual General Meeting of Shareholders. PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials. — Internet – Go to www.investorvote.com/ONON. — Phone – Call us free of charge at 1 - 866 - 641 - 4276. — Email – Send an email to investorvote@computershare.com with “Proxy Materials On Holding AG” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, requests for a paper copy of proxy materials must be received by April 30, 2022. On Holding AG Shareholder Meeting Notice