5. Board of Directors: Compensation, loans and stock ownership

5.1 Compensation

¹⁾ Compulsory employee contributions to social insurance plans on the amounts above were settled in cash, not in the form of shares.
²⁾ This is the amount of the monetary benefit which reflects the difference between the discounted purchase price and the 10-day VWAP for the effective share allocation.

¹⁾ Barbara Angehrn Pavik was elected to the Board of Directors by the Annual General Meeting on March 21, 2023.
²⁾ Dr. Daniel H. Sigg stepped down from the Board of Directors on March 21, 2023.
³⁾ This is the amount of the monetary benefit which reflects the difference between the discounted purchase price and the 10-day VWAP for the effective share allocation.
⁴⁾ Compulsory employee contributions to social insurance plans on the amounts above were settled in cash, not in the form of shares.

The fixed compensation must be approved by the Annual General Meeting for the term of office extending to the next scheduled Annual General Meeting in accordance with Art. 8 para. 1, section 1 of the Articles of Association. For the period from the 2023 AGM to the 2024 AGM, fixed compensation (including the monetary benefit from voluntary employee stock ownership plans and compulsory employer contributions to social insurance plans) of CHF 880 000 (2022/2023: CHF 618 000) was approved. The actual amount paid (including compulsory employer contributions to social insurance plans and compulsory employer contributions to social insurance plans) for the aforementioned period amounted to CHF 791 635 (2022/2023: CHF 610 617). For the current period from 2024 AGM to the 2025 AGM, fixed compensation (including compulsory employer contributions to social insurance plans and compulsory employer contributions to social insurance plans) of CHF 880 000 was approved.

The resolutions of the Annual General Meeting regarding the fixed remuneration for the Board of Directors for the period from the Annual General Meeting 2023 to the Annual General Meeting 2024 were therefore complied with.

In 2024 and 2023, the Board of Directors authorized a voluntary employee stock ownership plan. The members of the Board of Directors were allocated to purchase 9 500 shares (2023: 10 000 shares) of the Company from the given pool at a discounted price of CHF 12.75 per share (2023: CHF 18.00 per share). This represented a discount of approximately 25% on the quarterly VWAP prior to the date the purchase right was granted. The difference between the 10-day VWAP on the date the shares are actually transferred and the purchase price corresponds to the monetary benefit. This cash compensation is subject to the approval of shareholders at the Annual General Meeting. The shares were blocked for three years from the date of transfer.

The compensation of the Board of Directors has not changed significantly compared to the previous year. The changes shown are related to the valuation of the shares allocated or acquired under the voluntary participation programs.

In fiscal year 2024, no compensation was paid (2023: none) to related parties of members of the Board of Directors on conditions other than the customary market conditions.

No compensation was paid to former members of the Board of Directors after their resignation in the 2024 financial year, nor in the preceding year.

5.2 Loans and credits

As of the end of 2024 and 2023, no loans and no credits had been granted either to members of the Board of Directors or to former members of the Board of Directors or any related parties.

5.3 Holdings of shares in the Company

The number of shares in the Company held by the members of the Board of Directors at the end of 2024 and 2023 were as follows:

5.4 Activities in other companies

Veit de Maddalena, Chairman

Urs Schenker, Member

Katrin Wehr-Seiter, Member

¹⁾ BIP (GP) Sarl (with wholly owned subsidiary Coquelicots Holdings Sarl as holding vehicle) and BIP General Partner Sarl (with wholly owned subsidiaries Bleuets Holdings Sarl and Marguerites Holdings Sarl as holding vehicles) are wholly owned subsidiaries of BIP Capital Partners.
²⁾ Unite Network SE and Mercateo Deutschland AG are wholly owned subsidiaries of Unite Holding SE.

Barbara Angehrn Pavik, Member