7. Compensation of the Board of Directors and Executive Board subject to approval at the Annual General Meeting in 2025

7.1 Approval of maximum total compensation for the Board of Directors

The proposed maximum remuneration of the Board of Directors remains basically 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 64 000 applicable toward voluntary stock purchase programs (previous period: CHF 114 000 approved)
• Maximum employer contributions of CHF 22 000 for compulsory social insurance schemes (previous period: CHF 24 000 approved)

The Board of Directors proposes approval of maximum total compensation of CHF 828 000 (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 amount to be approved by the Annual General Meeting for the fixed compensation of the Group Executive Board is higher than in the previous year, as the expansion of the Group Executive Board from two to initially four and later five members was decided in the previous year. In the previous year, the remuneration for the new members was only approved on a pro rata basis for the respective term of office. For the coming year, approval of remuneration for the full 12 months will now be requested for all members of the Group Executive Board. However, no salary adjustments were made. The CEO was compensated in 2024 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 2025 thus consists of the following components:

• Maximum fixed compensation of CHF 1 500 000 (2024: CHF 1 170 000);
• Valuable Claims against previous employers in cash CHF 0 (2024: CHF 225 000)
• Valuable Claims against previous employer in shares of the Company CHF 0 (2024: CHF 911 000)
• Maximum non-monetary benefit from voluntary stock purchase programs of a maximum of CHF 315 000 (2024: CHF 565 000);
• Maximum employer contributions of CHF 409 000 for compulsory social insurance schemes, as well as other insurance schemes and pension plans (2024: CHF 432 500).

The proposed amount of fixed compensation for the Group Executive Board for the 2025 financial year is thus CHF 2 224 000 (2024: 3 603 500).  The changes shown are mainly related to the compensation for valuable claims against the previous employer of the new CEO in the financial year 2024.

Certain 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 2025 they are entitled to receive a maximum of 5 200 shares (2024: 5 100 shares) of BB Biotech AG. Based on the closing price as of December 31, 2024, this corresponds to a maximum compensation of CHF 185 000 (2024: 219 000) plus compulsory social security contributions of CHF 14 000 (2024: 16 500). This corresponds to a maximum total amount of CHF 199 000 (2024: CHF 235 500).

The Board of Directors proposes the approval of maximum total fixed and long-term variable compensation of CHF 2 423 000 (2024: CHF 3 839 000) that can be awarded and paid to the members of the Group Executive Board during the current 2025 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 2024 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 1 021 000 (2023: CHF 611 000) for the Group Executive Board for the 2024 financial year.