DEAR SHAREHOLDERS

At the 2025 Annual General Meeting, a significant number of our shareholders expressed clear concerns regarding our compensation system for the Management Board. In response, we initiated various meetings with our stakeholders to make sure we understand your concerns. Based on the inputs received, we thoroughly reviewed our compensation approach and incorporated your feedback into our revised compensation system for the Management Board, effective from financial year 2026.

Here are the key changes to the compensation approach for the Management Board, which we implemented in January 2026, reflecting your valuable input:

  • The Performance Share Matching Plan (PSMP) has been replaced by a Performance Share Unit Plan (PSUP). We removed any guaranteed elements from the variable compensation and introduced a fully performance-based Long-Term Incentive (LTI).
  • In relation to the introduction of the PSUP, the compensation mix of the Management Board members was revised to align more closely with market practice while keeping total target compensation unchanged.
  • The differentiation between STI and LTI performance indicators has been strengthened by introducing a relative Total Shareholder Return (rTSR) target in the LTI, as an external benchmark, which links the management’s interests even closer to shareholder value creation.
  • Enhanced ex-post disclosure for the STI and LTI will provide greater clarity on how targets are set and achieved, supporting transparency and consequently informed shareholder engagement.

In the following pages, we present Tecan's Compensation Report for the financial year 2025. The past year was once again characterized by a challenging market environment. In addition, political uncertainty shaped the year, resulting in performance that did not reflect the potential of Tecan. Significant changes in Tecan’s leadership also took place during the year. The Compensation Report 2025 outlines our current compensation principles and system. As you will see in this report, the variable compensation payouts for 2025, as in 2024, reflect our business performance with the STI resulting in an average target achievement of 96% and the LTI resulting in zero vesting of matching shares.

For 2025, the overall compensation approach remained unchanged. We continued with a harmonized STI plan, featuring a standard set of group-wide strategic targets for senior management. Given the evolving need for transparency, we will provide you with additional information on target definitions and actual achievement levels for our STI and LTI programs as of the Compensation Report 2026.

The Compensation Committee carried out its regular activities during 2025. These included a comprehensive review of the compensation system for the Board of Directors and the Management Board as indicated above, setting performance goals at the beginning of the year, conducting the corresponding performance assessment of the Management Board at year-end, determining compensation for the members of the Board of Directors and the Management Board, and preparing the Compensation Report and the "say-on-pay" vote for the Annual General Meeting of Shareholders. In this Compensation Report, we transparently share detailed information regarding the compensation system and the compensation paid and awarded to the Board of Directors and the Management Board. Among other topics, we specifically provide details on:

  • Governance: Compensation decisions, including the roles of shareholders, the Compensation Committee, and external advisors
  • Compensation model of the Board of Directors: The split between the fixed basic fee and the committee fees
  • Compensation model of the Management Board: A description of the performance indicators for the incentive plans, their weights, and a performance assessment for each goal at the end of the respective performance period
  • Compensation table of the Management Board: Including the compensation paid, granted (and the compensation realized) in the reporting year

This Compensation Report will be submitted to an advisory vote at the upcoming Annual General Meeting. Shareholders will also be asked to vote on the maximum aggregate amount of compensation for the Board of Directors for the term of office from the 2026 Annual General Meeting until the 2027 Annual General Meeting, and on the maximum aggregate amount of compensation for the Management Board for the financial year 2027.

It is important to us that all shareholders have the opportunity to be heard. Therefore, we encourage you to participate in the 2026 Annual General Meeting and to contribute to the dialogue on our compensation system.

We hope that you find this report informative, especially the details on the new compensation approach in place since January 2026. We are confident that our compensation system rewards performance in a balanced and sustainable manner and is aligned with shareholders’ interests. On behalf of the Board of Directors, I would like to thank you for your continued support.