Aebi Schmidt Holding AG

For the period ended May 21, 2026. Filed Apr 10, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2026 · Filed Apr 10, 2026

AEBI$11.17+0.9%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Appendix B Equity Incentive Plan

Appendix B

Equity Incentive Plan

Aebi Schmidt Group

Approved by the Board on February 23, 2026

Effective as of 1 January 2026

94	Aebi Schmidt Group // 2026 Proxy Statement

Appendix B

Table of Contents

1. Purpose	96
2. Scope and rules of interpretation	96
3. Administration of the Plan	96
4. Shares available for the Plan	96
4.1 Making Shares available	96
4.2 Maximum number of Shares	96
4.3 General rules on transfer and holding of Shares under the Plan	97
5. Restricted Share Units (RSUs) and Performance Share Units (PSUs)	98
5.1 Types of Awards	98
5.2 Eligibility	98
5.3 Granting process	98
5.4 Performance Conditions	99
5.5 Timing of grant	100
5.6 Number of RSUs/PSUs granted	100
5.7 Transfer of Shares	100
6. Restricted Shares (RS)	100
6.1 Type of Awards	100
6.2 Mandatory RS allocation to Board members	101
6.3 Mandatory RS allocation under Regulation on Minimum Shareholding Requirements	101
7. Taxes and social security contributions	101
8. New hires and intra-year promotions	102
9. End of service relationship	102
9.1 RSUs and PSUs	102
9.1.1 Probation period	102
9.1.2 Termination by the Employer for Cause	102
9.1.3 Termination by the Participant	103
9.1.4 Other cases	103
9.2 Restricted Shares (RS)	104
9.3 Joint rules for all Awards under the Plan	104
9.3.1 Leave of absence; internal transfer	104
9.3.2 Sale or transfer of Shares after the end of the service relationship	104
10. Clawback and malus	105
10.1 Financial restatement or calculation errors	105
10.2 Employee misconduct	105
11. Adjustment of RSUs/PSUs due to corporate events, extraordinary events	106
12. Change of Control, sale of undertaking, liquidation	106
13. No right of continued service	107
14. Data protection and confidentiality	107
15. Amendment and termination of the Plan	107
16. Other related documents	107
17. International implementation	107
18. Governing law, choice of jurisdiction, and severability clause	107
19. Approval	108
Appendix 1: Definitions	109
Appendix 2: Sample Award Agreement	112

Aebi Schmidt Group // 2026 Proxy Statement	95

Appendix B

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.