EX-99.2 3 dp227390_ex9902.htm EXHIBIT 99.2

 

Exhibit 99.2

 

Online Go to www.investorvote.com/ONON or scan the QR code — login details are located in the shaded bar below. 044VHE Important Notice Regarding the Availability of Proxy Materials for the On Holding AG Annual General Meeting of Shareholders to be Held Virtually on May 22 nd , 2025, at 2:00 p.m. CEST / 8:00 a.m. EDT 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 are on the reverse side. On Holding AG’s Annual General Meeting of Shareholders will be held virtually via the website https:// www.gvmanager - live.ch/on on May 22nd, 2025, at 2:00 p.m. CEST / 8:00 a.m. EDT. For instructions on how to register for virtual attendance, please refer to the 2025 Invitation to the Annual General Shareholders’ Meeting, available on www.investorvote.com/ONON or https://investors.on.com 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 2025 Invitation to the Annual General Shareholders’ Meeting (also referred to as Proxy Statement), the Annual Report for the fiscal year 2024 including the 2024 Management Report, the Annual Financial Statements, the Consolidated Financial Statements, and the Auditors’ Reports, as well as the Compensation Report and the Report on Non - Financial Matters, and the proxy materials are available to the shareholders electronically on On Holding AG’s website at https://investors.on.com as from the date of the Notice and at: 2 N O T www.investorvote.com/ONON 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 29, 2025, to facilitate timely delivery. 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. Votes submitted electronically and proxy cards must be received by May 19, 2025, at 4:59 p.m. EDT / May 19, 2025, at 10:59 p.m. CEST MMMMMMMMMMMM MMM MMM MMM 000001 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________ On Holding AG Shareholder Meeting Notice Class A Shares 1234 5678 9012 345 C 1234567890 C O Y MMMMMMM

 
 

Agenda items to be voted on at the meeting are listed below along with the Board of Directors’ motions. The Board of Directors recommends a vote FOR all nominees and FOR Proposals 1 – 13: 1. Acknowledgement of the Annual Report and the Audit Reports and Approval of the Management Report, the Annual Consolidated Financial Statements of On Holding AG and the Annual Financial Statements of On Holding AG for 2024 The Board of Directors proposes to take note of the Annual Report and the Audit Reports and to approve the Management Report, the Annual Consolidated Financial Statements of On Holding AG and the Annual Financial Statements of On Holding AG for 2024. 2. Appropriation of 2024 Financial Results The Board of Directors proposes to appropriate the retained earnings of On Holding AG as follows: CHF 36,207,427 CHF 63,241,539 CHF 99,448,967 Profit carried forward from the financial year 2023 Profit for the financial year 2024 Profit carried forward 3. Approval of the Report on Non - Financial Matters 2024 The Board of Directors proposes to approve the report on non - financial matters of On Holding AG for 2024. The vote encompasses the information presented in the table in appendix 8 of On’s Impact Progress Report 2024. 4. Discharge of the Members of the Board of Directors and of the Executive Officers The Board of Directors proposes that the members of the Board of Directors and the Executive Officers be discharged from liability for the financial year 2024. 5. Re - Election of Alex Pérez 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 Pérez as representative of the holders of Class A Shares on the Board of Directors for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2026). 6. Re - Elections of the Members of the Board of Directors The Board of Directors proposes the re - election of the below 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 2026), as follows: 6.2 Re - Election of Amy Banse 6.5 Re - Election of Dennis Durkin 6.3 Re - Election of Olivier Bernhard 6.6 Re - Election of Laura Miele 6.1 Re - Election of David Allemann 6.4 Re - Election of Caspar Coppetti 6.7 Re - Election of Alex Pérez 7. Election of Helena Helmersson as New Member of the Board of Directors The Board of Directors proposes the election of Helena Helmersson as a 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 2026). 8. 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 2026). 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 2026). 9. Elections of the Members of the Nomination and Compensation Committee The Board of Directors proposes the election of the following individuals to the Nomination and Compensation Committee, each for a term of office of one year (until completion of the next Annual General Shareholders’ Meeting in 2026): 1. Election of Amy Banse 2. Election of Helena Helmersson 3. Election of Alex Pérez 10. Re - Election of the Independent Proxy Representative The Board of Directors proposes to re - elect Anwaltskanzlei Keller AG (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 2026). 11. Re - Election of Statutory Auditors The Board of Directors proposes to re - elect PricewaterhouseCoopers AG (CHE - 106.839.438), in Zurich, Switzerland, as statutory auditors of On Holding AG for a term of office of one year (until the Annual General Shareholders’ Meeting in 2026). 12. Compensation Report; Approval of the Compensation of the Board of Directors and the Executive Officers 1. Consultative Vote on the 2024 Compensation Report The Board of Directors proposes that the Annual General Shareholders’ Meeting takes note of and endorses the 2024 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 2026 The Board of Directors proposes to approve the maximum aggregate compensation of CHF 2 , 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 Executive Officers) for the period between this Annual General Shareholders’ Meeting and the next Annual General Shareholders’ Meeting to be held in 2026 . 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 Executive Officers for the Financial Year 2026 The Board of Directors proposes to approve the maximum aggregate compensation of CHF 30 , 000 , 000 for the Executive Officers (including, where applicable, for their activities as executive members of the Board of Directors) for the financial year 2026 . 13. Conversion of Class B Shares to Class A Shares / Amendment of Article 3 , Article 3 b and Article 3 c of the Articles of Association The Board of Directors proposes to convert 10 , 520 , 820 Class B Shares into 1 , 052 , 082 Class A Shares . To effect this, Art . 3 and, related to the conversion, Art . 3 b and Art . 3 c of the Articles of Association shall be amended as described in the 2025 Invitation to the Annual General Meeting of Shareholders . 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 29, 2025. On Holding AG Shareholder Meeting Notice