7. Compensation of the Board of Directors and Executive Board subject to approval at the Annual General Meeting in 2024

7.1 Approval of maximum total fixed compensation for the Board of Directors

The proposed maximum remuneration of the Board of Directors remains unchanged from the previous year's proposal. The effectively lower fixed remuneration is related to the assumptions used to determine the imputed maximum value of the non-monetary value of the potential shares allocated under the voluntary share purchase programs. Maximum total compensation thus consists of the following components:

• Maximum fixed compensation of CHF 742 000 (previous period: CHF 742 000 approved)
• Maximum non-monetary benefit of CHF 114 000 applicable toward voluntary stock purchase programs (previous period: CHF 114 000 approved)
• Maximum employer contributions of CHF 24 000 for compulsory social insurance schemes (previous period: CHF 24 000 approved)

The Board of Directors proposes approval of maximum total compensation of CHF 880 000 (previous period: CHF 880 000 approved) for the Board of Directors for the term of office ending with the conclusion of the next Annual General Meeting. The payment will be made partly in Company shares and in cash.

7.2 Approval of the maximum total fixed compensation and long-term variable compensation for the Group Executive Board

The Board of Directors has decided to expand the Group Executive Board to four members from March 1, 2024 and likely to five members at a later date in 2024. Patrick Fischli and Markus Peter, who will join the Group Executive Board as of March 1, 2024, have been members of the Executive Board of the Bellevue Asset Management AG for around 15 years. The new CEO will also be compensated for valuable claims against the previous employer. Analogous to the Board of Directors, fixed compensation includes a potential non-monetary benefit for participation in voluntary stock purchase programs (restricted shares) at a discount. Fixed compensation for 2024 or partially 2023 thus consists of the following components:

• Maximum fixed compensation of CHF 1 170 000 (2023: CHF 620 000);
• Valuable Claims against previous employers in cash CHF 525 000, thereof CHF 300 000 paid-out in 2023 already (2023: none)
• Valuable Claims against previous employer in shares of the Company CHF 911 000 (2023: none)
• Maximum non-monetary benefit from voluntary stock purchase programs of a maximum of CHF 565,000 (2023: CHF 270 000);
• Maximum employer contributions of CHF 432 500 for compulsory social insurance schemes, as well as other insurance schemes and pension plans (2023: CHF 182 400).

The proposed amount of fixed compensation for the Group Executive Board for the 2024 financial year or partially 2023 is thus CHF 3 603 500.  The changes shown are mainly related to the expansion of the Group Executive Board and the compensation for valuable claims against previous employer of the new CEO.

Members of the Group Executive Board participate in a long-term incentive plan in connection with the asset management mandate of BB Biotech AG. In 2024 they are entitled to receive a maximum of 5 100 shares (2023: 1 700 shares) of BB Biotech AG. Based on the closing price as of December 31, 2023, this corresponds to a maximum compensation of CHF 219 000 (2023: 93 900) plus compulsory social security contributions of CHF 16 500 (2023: 7 000). This corresponds to a maximum total amount of CHF 235 500 (2023: CHF 100 900).

 The Board of Directors proposes the approval of maximum total fixed and long-term variable compensation of CHF 3 839 000 (2023: CHF 1 173 300) that can be awarded and paid to the members of the Group Executive Board during the current 2024 fiscal year.

7.3 Approval of the total short-term variable compensation for the Group Executive Board

Subject to approval by the Annual General Meeting, the members of the Group Executive Board will be paid short-term variable compensation related to performance based on annually agreed targets and expectation. The following proposal is based on performance and target achievement in the 2023 fiscal year. The components and the calculation of the variable compensation for the Group Executive Board are described in section 4.2 and disclosed in section 6.2.

The Board of Directors proposes the approval of total short-term variable compensation of CHF 611 000 (2022: CHF 1 322 955) for the Group Executive Board for the 2023 financial year.