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.

³⁾ The compensation received by the Executive Chairman of the Board of Directors, Veit de Maddalena, in his function as CEO is disclosed in section 6.2 under «Group Executive Board: Compensation, Loans and Shareholdings.”

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.

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 2024 AGM to the 2025 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 (2023/2024: CHF 880 000) was approved. The actual amount paid (including the monetary benefit from voluntary employee stock ownership plans and compulsory employer contributions to social insurance plans) for the aforementioned period amounted to CHF 812 252 (2023/2024: CHF 791 635). For the current period from 2025 AGM to the 2026 AGM, fixed compensation (including the monetary benefit from voluntary employee stock ownership plans and compulsory employer contributions to social insurance plans) of CHF 828 000 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 2024 to the Annual General Meeting 2025 were therefore complied with.

In 2025 and 2024, the Board of Directors authorized a voluntary employee stock ownership plan. The members of the Board of Directors were allocated to purchase 15 000 shares (2024: 9 500 shares) of the Company from the given pool at a discounted price of CHF 5.75 per share (2024: CHF 12.75 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 2025, no compensation was paid (2024: 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 2025 financial year, nor in the preceding year.

5.2 Loans and credits

As of the end of 2025 and 2024, 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 2025 and 2024 were as follows:

¹⁾ The table above includes all shareholdings (across all functions).

5.4 Activities in other companies

Veit de Maddalena, Executive Chairman

Urs Schenker, Member

Katrin Wehr-Seiter, Member

¹⁾ BIP (GP) Sarl (with wholly owned subsidiary Coquelicots Holdings Sarl acting as holding vehicle) and BIP General Partner Sarl (with wholly owned subsidiaries Bleuets Holdings Sarl and Marguerites Holdings Sarl acting as holding vehicles) are wholly owned subsidiaries of BIP Capital Partners.

²⁾ 100% subsidiary of D-ID Ltd. after merger

³⁾ Unite Network SE and Mercateo Deutschland AG are wholly owned subsidiaries of Unite Holding SE.

Barbara Angehrn Pavik, Member