Articles of Association

1. Name, registered office, duration and purpose of the company

 

Art. 1
Name, registered office and duration

There exists, by the name of
SIG Group AG
(SIG Group Ltd)
(SIG Group SA)
a company limited by shares under Swiss law in accordance with the following provisions and those of the Swiss Code of Obligations (CO). The company has its registered office in Neuhausen am Rheinfall, Switzerland, and is of unlimited duration (the "Company").

 

Art. 2
Purpose

(1) The purpose of the Company is to directly or indirectly invest in, finance, acquire and sell domestic and foreign industrial, trade, service, intellectual property, and finance companies or other entities, in particular in the packaging and packaging equipment and service industries.
(2) The Company may establish or invest in branches and subsidiaries and other entities in Switzerland and abroad and conduct all business that is directly or indirectly related to its purpose. The Company may acquire, encumber, sell and manage real estate and other tangible and intangible assets. It may also provide financing for its own or a third party's account, as well as provide guarantees and suretyships and provide collateral for the liabilities of subsidiaries, other entities, and third parties.
(3) The Company, by pursuing its purpose, shall, through its business and operations, strive for long-term, sustainable value creation and a posi-tive impact on society and the environment.

2. Share capital and shares

 

Art. 3
Ordinary share capital

(1) The share capital of the Company amounts to CHF 3'822'708.72, consisting of 382'270’872 fully-paid-up registered shares each with a nominal value of CHF 0.01.
(2) The shares are indivisible. The Company recognises only one authorised shareholder for each share. By acquiring a share or shares, the shareholder acknowledges the Articles of Association and all the legally valid resolutions of the Company. The Company recognises as shareholders only those individuals or companies with a valid entry in the share register. The name and address of each shareholder are entered in the Company’s share register. The provisions of these articles of association concerning shareholders apply to both the owners and the beneficiaries of the Company’s shares.

Art. 4
Conditional share capital for employee benefit plans

(1) The share capital of the Company may be increased by up to CHF 160'026.62 through the issuance of up to 16'002'662 fully-paid-up registered shares, each with a nominal value of CHF 0.01 through the exercising of rights or entitlements in respect of shares ("Share Related Rights") granted to employees or directors of the Company, its consolidated subsidiaries or other entities in which the Company has a direct or indirect stake of at least 50% in accordance with regulations and terms and conditions to be specified by the Board of Directors.
(2) Existing shareholders’ subscription rights shall be excluded.
(3) The acquisition of registered shares by exercising Share Related Rights and the subsequent transfer of such registered shares are subject to the registration restrictions specified in Art. 7 of these Articles of Association.
(4) Subject to the conditional share capital according to Art. 5 of these Articles having been used, the maximum amount of the conditional share capital according to paragraph 1 of this article will be reduced by the amount for which the Board of Directors has issued registered shares based on Art. 6 of these articles.

 

Art. 5
Conditional share capital for Equity Linked Financing Instruments

(1) The share capital of the Company may further be increased through the voluntary or mandatory exercise of conversion and/or option rights granted in connection with bonds or similar instruments including loans or other financial instruments of the Company or its consolidated subsidiaries (hereinafter collectively the "Equity-Linked Financing Instruments") by up to CHF 480'079.86 through the issuance of up to 48'007'986 fully-paid-up registered shares, each with a nominal value of CHF 0.01.
(2) Existing shareholders’ subscription rights shall be excluded.
(3) The Board of Directors is authorized, when issuing Equity-Linked Financing Instruments, to restrict or cancel shareholders' advance subscription rights in connection with:
a. the financing (including refinancing) of the acquisition of companies, parts of companies, participations or new investment projects of the Company; or
b. an issue on national or international capital markets or to one or more strategical or financial investors.
(4) Insofar as the right of advance subscription is excluded, the following conditions shall apply:
a. the Equity-Linked Financing Instruments are to be placed at market conditions;
b. the exercise period of the conversion rights is to be set at a maximum of 20 years and that of the option rights at a maximum of 10 years from the date of the issue; and
c. the conversion or exercise price or the calculation methodology for such price for the new shares is to be set in line with market conditions and practice prevailing at the time of the issue of the Equity-Linked Financing Instruments or of the new shares.
(5) The acquisition of registered shares by exercising conversion or option rights and the onward transfer of such registered shares are subject to the registration restrictions specified in Art. 7 of these Articles of Association.
(6) The maximum amount of the conditional share capital according to paragraph 1 of this article will be reduced by the amount for which the Board of Directors has issued registered shares based on Art. 6 of these articles.
(7) The total of registered shares issued from (i) the conditional share capital according to this Art. 5 where the shareholders' advance subscrip-tion rights for Equity-Linked Financing Instruments are excluded and (ii) the capital band according to Art. 6 where the shareholders' subscription rights are excluded may not exceed 38'227'087 shares up to 20 April 2026.

 

Art. 6
Authorized share capital

(1) The Company has a capital band ranging from CHF 3'440'437.85 (lower limit) to CHF 4'587'250.46 (upper limit). The Board of Directors is authorized to increase or reduce the share capital within the capital band at any time or from time to time and in any (par-tial) amounts or to cause the Company or any of its group companies to acquire (including under a share repurchase programme) shares directly or indirectly, until the earlier of 20 April 2026 or the full use of the capital band. A capital increase may be effected by is-suing up to 76'454'174 fully paid-in registered shares, each with a nominal value of CHF 0.01, and a capital reduction by way of cancelling up to 38'227'087 regis-tered shares, each with a nominal value of CHF 0.01. A capital increase or capital reduction may further be effected with the capital band by way of an increase or a reduction of the par value of the existing shares or by a simultaneous reduction and re-increase of the share capital.
(2) Within the capital band, shares may also be issued or cancelled in the event of a merger, consolidation, ac-quisition, public takeover or a similar transaction (a "Strategic Transaction").
(3) In the event of an issuance of new shares, the sub-scription and acquisition of such shares and any sub-sequent transfer of shares shall be subject to Art. 7 of these Articles of Association.
(4) In the event of a capital increase within the capital band, the Board of Directors shall, to the extent nec-essary, determine the issue price, the type of contri-bution (including a cash contribution, a contribution in kind, set-off and conversion of reserves or of profit car-ried forward into share capital), the date of issue, the conditions for the exercise of subscription rights, the commencement date for dividend entitlement and all other relevant terms of issuance. The Board of Direc-tors may cause the Company to issue new shares by an underwritten offering, direct placement or a similar transaction to financial institutions, a syndicate of fi-nancial institutions or another third party and a subse-quent offer of such shares to the existing shareholders or third parties (if the subscription rights of the existing shareholders have been withdrawn or have not been duly exercised). The Board of Directors may authorize or permit, restrict or exclude the trading of subscrip-tion rights. It may permit the expiry of subscription rights that have not been duly exercised, or it may place such rights or shares as to which subscription rights have been granted, but not duly exercised, at market conditions or may use them otherwise in the interest of the Company.
(5) In the event of an issuance of shares, including in the event of a Strategic Transaction, the Board of Directors is further authorized, with respect to up to 38'227'087 shares, to limit or withdraw subscription rights of ex-isting shareholders and allocate such rights to third parties (including individual shareholders), the Com-pany or any of its group companies:
a. if the new shares are to be used to acquire compa-nies, parts thereof or participations, for the acquisi-tion of products, intellectual property or licenses or for the financing or refinancing of such transactions or for the financing of new investment projects un-dertaken by the Company or one of its group com-panies;
b. if the new shares are to be used either to extend the shareholder base in conjunction with the listing of the shares on any stock exchange or for the in-vestment by strategic partners;
c. for purposes of granting an over-allotment option (Greenshoe) of up to 20% of the total number of Shares in a placement or sale of shares to the re-spective initial purchasers or underwriters;
d. if the new shares are to be placed nationally or in-ternationally (including by way of private place-ment) at not less than market conditions for the purpose of raising equity in a swift and flexible man-ner that would be difficult to arrange or only at less favourable conditions if the subscription rights to the new shares were not restricted or withdrawn; or
e. in case of good cause in the sense of art. 652b CO.
(6) After a change of the par value of the shares within the capital band, any shares subsequently issued shall have the same par value as the then existing shares.
(7) If the share capital increases as a result of a conditional capital increase pursuant to Art. 4 or Art. 5 of these Articles of Association, the upper and lower limits of the capital band shall increase in an amount corre-sponding to such increase in the share capital.
(8) In the event of a reduction of the share capital within the capital band, the Board of Directors shall, to the extent necessary, determine the use of the reduction amount. The Board of Directors may also use the re-duction amount for the partial or full elimination of a share capital shortfall as provided for in article 653p of the CO or may, as provided for in article 653q of the CO, simultaneously reduce and increase the share cap-ital to at least the previous amount.
(9) The total number of registered shares issued from (i) the capital band according to this Art. 6 where the shareholders' subscription rights are excluded and (ii) the conditional share capital according to Art. 5 where the shareholders' advance subscription rights for Equity-Linked Financing Instruments are excluded may not exceed 38'227'087 registered shares up to 20 April 2026.
(10) The total number of registered shares cancelled based on the capital band according to this Art. 6 may not exceed 38'227'087 registered shares.

 

Art. 7
Share register
(Registration Restrictions)

(1) The Company shall keep a share register in which owners and usufructuaries' family and given name, address and nationality (or the registered office in case of legal entities) are entered.
(2) Acquirers of shares will upon application be entered in the share register without limitation as shareholders with voting rights, provided they expressly declare to have acquired the shares in their own name and for their own account.
(3) Persons not expressly declaring themselves to be holding shares for their own account in their application for entry in the share register will be entered in the share register with voting rights without further inquiry up to a maximum of 5% of the issued share capital at the time. Above this limit shares held by nominees shall be entered in the share register with voting rights only if the nominee in question makes known the names, addresses and shareholdings of the beneficial owners for whose account he is holding 1% or more of the outstanding share capital available at the time and provided that the disclosure requirement stipulated in the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infrastructure Act, FMIA) is complied with. The Board of Directors may enter into a contractual agreement with such a nominee which, e.g., further specifies the disclosure of beneficial owners and contains rules on the representation of shareholders and the voting rights. The Board of Directors may withhold registration with voting rights until the nominee has entered into such agreement. For purposes of these Articles of Association, (i) a "nominee" is a financial intermediary who does not expressly declare in the application form to hold the shares for its own account and shall include, without limitation, a custodian, nominee of a custodian, depositary, or nominee of a depositary; and (ii) a "beneficial owner" shall include, without limitation, any beneficial owner of depositary interests or depositary receipts representing shares of the Company.
(4) The Board of Directors may cancel – with retroactive effect to the date of original entry – the entry in the share register as a shareholder or nominee with voting rights of any shareholder who, upon subsequent inquiry, is found to have obtained such registration by making a false declaration, and may have them entered instead as a shareholder without voting rights. Any such cancellation must be communicated immediately to the shareholder concerned.
(5) The restrictions on registration according to this article also apply to shares acquired by the exercise of subscription, pre-emptive, option or conversion rights.
(6) Legal entities and partnerships with legal capacity, grouped together in terms of capital or votes, by common management or in a similar manner, as well as natural or legal persons or partnerships acting in a coordinated manner with a view to circumventing the restriction on registration, shall be considered as one acquirer.

 

Art. 8
Share certificates and book entry securities

(1) The Company may issue shares in the form of individual securities, global certificates or uncertificated securities.
(2) To the extent permitted by law, the Company, at its sole discretion and without seeking shareholder approval, may transform shares issued in one of these forms into another such form at any time. The costs of such transformation shall be borne by the Company.
(3) Shareholders shall have no entitlement to have shares issued in one particular form transformed into another form. Any shareholder is however entitled to request at any time that the Company issue a certificate stating the number of shares registered in his name in the share register.
(4) A disposition of shares in the form of uncertificated securities which are not entered into the main register of a custodian shall be effected by way of a written declaration of assignment and requires, as a condition for validity, to be notified to the Company. In contrast, a disposition of shares which exist in the form of book entry securities based on uncertificated securities entered into the main register of a custodian shall solely be effected by entries in securities accounts in accordance with applicable law, without prerequisite to be notified to the Company; a disposition of such shares by way of assignment without corresponding entry in a securities account is excluded.

 

Art. 9
Cancelled

 

3. Management, administration and control

 

Art. 10
Executive bodies of the Company

The Company's executive bodies are:
A. the General Meeting
B. the Board of Directors
C. the Statutory Auditors

 

A. The General Meeting

 

Art. 11
Powers of the General Meeting

The general meeting ("General Meeting") has in particular the following inalienable powers:
1. Devising and amending the Articles of Association.
2. Approving the management report, the consolidated financial statements and the Company financial statements.
3. Deciding on the appropriation of the profit available for distribution and determining the dividend.
4. Discharging the members of the Board of Directors and the Group Executive Board from their responsibility for the conduct of business in the previous financial year.
5. Electing and dismissing the Chairman and the other members of the Board of Directors, the members of the Compensation Committee, the Statutory Auditors, and the Independent Proxy.
6. Approval of the compensation of the Board of Directors and the Group Executive Board.
7. Deciding on other matters for which it is competent by law or under the Articles of Association.

 

Art. 12
Convening the General Meeting

(1) The General Meeting shall be convened by the Board of Directors, or by the Statutory Auditors if necessary. Liquidators and, in the case of bond issues, representatives of the bond holders are also entitled to convene a General Meeting.
(2) The Board of Directors, or any other body lawfully convening the General Meeting, shall determine the time and location of the General Meeting which can be held outside of Switzerland.
(3) The Board of Directors may determine that the General Meeting shall be held simultaneously at different locations, provided that the contributions of the participants are transmitted directly via video and audio to all venues and that shareholders who are not present at the venue(s) of the General Meeting, may exercise their rights by electronic or digital means.
(4) Notwithstanding any other provision herein, the Board of Directors may also determine, at any time on or before 20 April 2026, that the General Meeting shall be held by electronic means without a physical venue.
(5) An Ordinary General Meeting shall be held every year within six months of the close of the previous financial year. Extraordinary General Meetings shall be convened as required.
(6) The convening of a General Meeting may also be re-quested by one or more shareholders who together rep-resent at least 5% of the Company’s share capital or votes, indicating in such request the agenda items and the corresponding proposals and, in the event of elec-tions, the name(s) of the nominated candidate(s). Shareholders who together represent at least 0.5% of the Company’s share capital or votes may request in writing that an item be placed on the agenda at least 45 days in advance of the General Meeting. If an ex-planatory statement is to be included in the notice of meeting, it must be submitted within the same period and be brief, clear and concise.

 

Art. 13
Procedure for calling a General Meeting

Ordinary and Extraordinary General Meetings shall be formally called at least 20 days in advance through corresponding publication in the Schweizerisches Handelsamtsblatt (Swiss Official Gazette of Commerce). Such publication and letters of invitation must indicate the date, time and venue of the meeting, the items on the agenda, and the wording of any motions proposed by the Board of Directors or by shareholders who have requested the convention of a General Meeting or the inclusion of an item on the meeting’s agenda.

 

Art. 14
Voting rights and representation of shares

(1) Each share entitles its holder to one vote. Only those shareholders entered in the share register as shareholders with voting rights in accordance with Art. 7 of the Articles of Association until a specific qualifying day (record date) designated by the Board of Directors are entitled to vote at the General Meeting. In the absence of such designation, the record date shall be ten days prior to the General Meeting. The Board of Directors may, in the notice of a General Meeting or in general regulations or directives, specify or supplement the rules laid down in this paragraph.
(2) A shareholder may be represented at a General Meeting by means of a written proxy, by a third person who does not need to be a shareholder.
(3) The members of the Board of Directors and the Group Executive Board are allowed to represent shareholders provided that this does not constitute an institutionalized representation of shareholders. Custodians may represent shareholders and shall not be deemed depositary representatives (in the sense of Art. 689d of the Swiss Code of Obligations), provided that they act based on a written proxy and in accordance with specific or general instructions of the relevant shareholder.
(4) The Board of Directors may adopt procedural provisions in connection with the participation and representation of shareholders in the General Meeting and in particular regulate in more detail the issuing of instructions to the Independent Proxy. It shall make sure that the shareholders may grant powers of attorney and issue instructions to the Independent Proxy by electronic means. In doing so, the Board of Directors is, by derogation of paragraph 2, entitled to waive entirely or in part the requirement of a qualified electronic signature.
(5) The recognition of proxies at a General Meeting shall be determined by the attending members of the Board of Directors.

 

Art. 15
Independent Proxy

(1) The Independent Proxy shall be elected by the General Meeting for a term of one year ending with the adjournment of the next Ordinary General Meeting. Re-election is permitted.
(2) The Independent Proxy is obliged to exercise the represented voting rights in accordance with instructions. If no instructions have been obtained, the Independent Proxy shall abstain from voting. The general instruction to vote according to the proposal of the Board of Directors in respect of proposals announced or not announced in the invitation shall be considered a valid instruction to exercise voting rights.
(3) The Independent Proxy may be represented at the General Meeting by a representative or an auxiliary person. The Independent Proxy remains fully responsible for fulfilling its duties.
(4) If the Independent Proxy is not able to continue to hold office, if the Board of Directors lawfully suspends the Independent Proxy from its office, or if the Company does not have an Independent Proxy capable of acting for other reasons, then the Board of Directors shall appoint an Independent Proxy for the next General Meeting. Proxies and voting instructions that were already issued remain valid for the new Independent Proxy as long as a shareholder does not explicitly direct otherwise.
(5) The Board of Directors shall make arrangements for shareholders to have the possibility of issuing authorizations and instructions to the Independent Proxy by electronic means and it has the power to deviate from the requirement of the qualified electronic signature. The Board may determine the details.

 

Art. 16
Voting and elections

(1) Unless otherwise stipulated by law or by these Articles of Association, the General Meeting shall pass resolutions and conduct elections by a simple majority of share votes cast, regardless of the number of shareholders present or the number of shares represented. Abstentions and invalid votes shall not be counted as votes cast.
(2) The chairman of the meeting decides on the voting procedure.
(3) In particular, a vote may be conducted by electronic or written ballot or by a show of hands. In the case of written ballots, the chairman of the meeting may rule that only the ballots of those shareholders shall be collected who chose to abstain or to cast a negative vote, and that all other shares represented at the General Meeting at the time of the vote shall be counted in favour, in order to expedite the counting of the votes.
(4) The chair may order at any time that an election or vote by open or electronic ballot be repeated by an election or vote by written ballot where, in his view, there exists doubt as to the results. In such case, the foregoing election or vote by open or electronic ballot shall be considered as not having taken place.

 

Art. 17
Chair, organization and minutes

(1) The General Meeting shall be chaired by the Chairman of the Board or, in his or her absence, by the Deputy Chairman or an interim chairman appointed by the Board of Directors. The chair of the meeting shall designate a minuting secretary and tellers.
(2) The chair shall conduct the meeting, its proceedings and all voting, and shall announce the voting results. The chair shall have the necessary authority to ensure a normal course of events.
(3) Minutes shall be taken of the General Meeting’s proceedings.

 

B. Board of Directors

 

Art. 18
Composition

(1) The board of directors ("Board of Directors") shall consist of at least three members. The Chairman and the other members of the Board of Directors shall be elected by the General Meeting on an individual basis for a term of one year, ending with the end of the next Ordinary General Meeting. Re-election is permitted.
(2) The Board of Directors shall constitute itself, subject to the applicable provisions of law and of these Articles of Association.
(3) If the Chairman is not able to continue to hold office or if the Company does not have a Chairman capable of acting and of holding office for other reasons, then the Board of Directors shall appoint one of its members as Chairman until the next ordinary General Meeting; the calling of a General Meeting in accordance with Art. 726 paragraph 2 of the Swiss Code of Obligations is reserved.

 

Art. 19
Powers of the Board of Directors

(1) The Board of Directors is entrusted with supreme managerial responsibility for the Company and with the supervision of its conduct of business. The Board represents the Company to the outside world, and attends to all matters that are not assigned by law, the Articles of Association or the Company bylaws to another executive body of the Company.
(2) In connection with its powers and responsibilities and the decision processing ensuing therefrom, the Board of Directors shall take into account the short- and long-term interests of the Company, its subsidiaries and their suppliers, and the purpose of the Company pursuant to Article 2 para. 3 to create a positive impact on society and the environment as well as the impact of their actions towards the relevant stakeholders, amongst others: (i) their shareholders, (ii) their employees and their workforce, (iii) their customers, (iv) the regions and communities in which they are active and (v) the environment. Nothing in this Art. 19 para. 2, whether expressly or implicitly, is intended to or shall create or grant any right or any cause of action to, by or for any person (other than the Company).
(3) The Board of Directors may delegate powers and the management of the Company or individual parts thereof, as set forth in the bylaws, to members, committees or to third parties who need not be shareholders (Group Executive Board), provided such affairs are not inalienably assigned to it by law or the Articles of Association. The Board shall regulate the corresponding contractual relations. To the extent that the Board of Directors makes use of its delegation authority pursuant to this Art. 19 para. 3, Art. 19 para. 2 shall apply to the Group Executive Board accordingly.
(4) The Board of Directors has the following inalienable responsibilities:
1. supreme managerial responsibility for the Company and for issuing the necessary directives;
2. determining the Company organization;
3. the overall structure of the accounting system, financial control and financial planning;
4. the appointment and dismissal of those persons responsible for the conduct of business and for representing the Company, the regulation of signatory authorities and the determination of their other authorities;
5. the supervision of those persons responsible for the conduct of business, especially in terms of their compliance with the law, with the Articles of Association and with regulations and directives;
6. the production of the Annual Report and of the Compensation Report, and the preparation of the General Meeting and the implementation of its resolutions;
7. all decisions relating to the subsequent paying-in of non-fully-paid-up shares;
8. all decisions relating to capital increases and the consequent amendments to the Articles of Association;
9. filing an application for a debt restructuring moratorium and notifying the court in the event that the Company is overindebted;
10. all other non-transferable and inalienable responsibilities attributed to the Board of Directors by law or these Articles of Association.

 

Art. 20
Meetings

(1) The Board of Directors shall meet as frequently as business demands. It shall be convened by the Chairman or, in his or her absence, by another Board member.
(2) The organization of the meetings, including the presence quorum and the passing of resolutions, shall be set out in the Organizational Regulations.
(3) The Chairman shall have no casting vote.

 

Art. 21
Compensation Committee

(1) The compensation committee ("Compensation Committee") shall be composed of no less than three members of the Board of Directors. The members of the Compensation Committee shall be elected by the General Meeting, on an individual basis, for a term of one year ending with the end of the next Ordinary General Meeting. Re-election is permitted.
(2) The Board of Directors shall designate from amongst the members of the Compensation Committee a Committee chairman, and shall issue regulations defining, in particular, the tasks und powers of the Compensation Committee in accordance with the law and these Articles of Association.
(3) In the event that the Compensation Committee is not fully constituted, the Board of Directors shall appoint from amongst its members an appropriate number of Compensation Committee members ad interim until the next ordinary General Meeting; the calling of a General Meeting in accordance with Art. 726 paragraph 2 of the Swiss Code of Obligations is reserved.
(4) The Compensation Committee assists the Board of Directors in determining and reviewing the Company's compensation strategy and guidelines and the qualitative and quantitative criteria for compensation, and with the preparation of the proposals to the General Meeting concerning compensation of the Board of Directors and the Group Executive Board. It may submit to the Board of Directors suggestions and recommendations on further compensation matters.
(5) The Board of Directors may delegate further tasks and powers to the Compensation Committee.

 

Art. 22
Signatory authority

The Board of Directors shall designate those Board members and other persons who are authorised to sign on behalf of the Company, and shall determine the nature of such signatory authority.

 

C. Auditors

 

Art. 23
Appointment of the Statutory Auditors, Authority and Duties

The General Meeting shall appoint an individual or corporate body that satisfies the relevant legal requirements to act as Statutory Auditors, with the rights and obligations prescribed by the law. The Auditors shall be elected for a one-year term of office.

 

4. Compensation of the Board of Directors and the Group Executive Board

 

Art. 24
Compensation of the Board of Directors

The members of the Board of Directors shall receive fixed compensation, which consists of a basic fee and, if applicable, fees for membership in committees as well as for particular roles within the Board of Directors. The Board of Directors or a committee thereof may determine that the compensation of all or individual members of the Board of Directors be paid in part or in full in the form of shares that are freely tradable or blocked for trading for a specific period, or similar equity awards, such as restricted stock units (RSUs). If so determined by the Board of Directors, such shares can be made subject to forfeiture conditions or claw back mechanisms.

 

Art. 25
Compensation of the Group Executive Board

(1) The members of the Group Executive Board shall receive fixed compensation consisting of a base salary and certain other employment payments and benefits.
(2) In addition, the members of the Group Executive Board may receive variable compensation. Variable compensation paid or granted to the members of the Group Executive Board in relation to a certain year may consist of a cash bonus pursuant to paragraph 4 of this article and long­term incentive equity awards pursuant to paragraph 5 of this article plus, if applicable, social security and pension plan contributions on the part of the employer. In exceptional cases the members of the Group Executive Board may receive an additional discretionary bonus upon prior approval by the General Meeting.
(3) Variable compensation shall be based on quantitative and qualitative performance criteria that take into account the performance of the Company and the group and/or operating units thereof, and/or individual targets. The Board of Directors or the Compensation Committee determines performance criteria, target levels, and their achievement (it being understood that the determination of individual targets and their achievement may be delegated to the chief executive officer in respect to any other member of the Group Executive Board). lf deemed appropriate, the Board of Directors or Compensation Committee may also grant long-term incentive awards that are linked to future performance independently from the achievement of targets in the past.
(4) The cash bonus is paid out based on achievements, applying the above criteria and framework.
(5) The amount of long-term incentive equity awards granted shall be determined by the Board of Directors or the Compensation Committee and may consist of entitlements to receive shares, restricted stock, performance shares or any other equity instruments.
(6) The Board of Directors or the Compensation Committee shall be responsible for determining for each member of Group Executive Board the proportional balance of base annual salary and the components of variable compensation. In accordance with, and subject to, Art. 27 of the Articles of Association, in no event shall the aggregate compensation (including fixed and variable compensation) paid with respect to any calendar year to all members of Group Executive Board exceed the total aggregate amount previously approved by the General Meeting for the compensation of the Group Executive Board for such calendar year.
(7) Within this section 4, the term "Group Executive Board" shall also encompass any member of the board of directors who is a member of the Group Executive Board at the same time (Managing Director).

 

Art. 26
General principles of compensation

(1) Legal entities which are directly or indirectly controlled by the Company may pay compensation to members of the Board of Directors or of the Group Executive Board for their services, provided that such compensation is covered by an approved aggregate amount or an additional amount pursuant to Article 27.
(2) In particular the following items are not deemed compensation, loans or credits and shall not be added to the amounts subject to approval according to Article 27:
a. Reimbursement of expenses and tax-deductible lump­ sum expenses;
b. premiums for insurance which are in the view of the Compensation Committee entered into in the interest of the Company;
c. insignificant benefits in kind, general employee benefits and other similar fringe benefits; and
d. indemnification, advances and insurances according to paragraph 3 of this article.
(3) The company may, within the bounds of the law, indemnify members of the Board of Directors or the Group Executive Board for any prejudice suffered through administrative or judicial proceedings, or settlements, in connection with their services for the company, or provide advances on such amounts, or purchase insurance. Such indemnification, advances, and insurance shall not be counted as compensation.
(4) Any equity awards constitute compensation for the year stipulated by the Board of Directors and failing any such stipulation shall constitute compensation for the year during which they are granted. The Board of Directors may determine that all or part of an award shall constitute variable compensation in a different year from the year in which it is granted and be valued at fair value or face value and at a different date from the date of grant (to the extent permitted by applicable law).
(5) The Board of Directors or the Compensation Committee is authorized to specify any further terms and conditions of equity awards or variable compensation, be it in bonus and equity incentive plans, employment or award agreements or otherwise. They shall determine grant, vesting, blocking, performance, exercise and forfeiture conditions of any equity awards and may provide for mechanisms for adjustment or claw back of variable compensation. In particular, they may provide that certain variable compensation or their cash equivalent is paid or granted during garden leave (in which case the payout may be based on the average bonus or incentive paid in the last year(s) or on the target bonus or incentive), and that equity awards will vest and any blocking periods will be waived (i) in the event of a change in control regarding the Company and (ii) in the event of termination of employment of a member of the Group Executive Board.

 

Art. 27
Approval by the General Meeting

(1) Each year the ordinary General Meeting shall approve separately the maximum aggregate amount each of:
a. the compensation of the Board of Directors until the next ordinary General Meeting; and
b. the compensation of the Executive Management for the next calendar year.
(2) If the General Meeting does not approve an aggregate amount pursuant to paragraph 1 of this article, the Board of Directors shall consider the results of the vote, other shareholder feedback and other matters in its discretion and it may thereafter submit a new proposal for such aggregate amount at a subsequent (extraordinary or ordinary) General Meeting, and the Company may pay compensation subject to the subsequent approval. The Board of Directors may also split proposals for approval by submitting proposals in respect to particular elements of compensation, shorter periods of time, or a more limited group of persons.
(3) The General Meeting may at any time approve a subsequent increase of an approved aggregate amount or approve additional amounts for certain elements of compensation. In particular, it may approve a possible extraordinary bonus payable (i) to the Board of Directors in cash or shares for extraordinary and additional work performed in a preceding period or (ii) to the Executive Management for the performance in the prior calendar year outside of and in addition to any bonus paid within the scope of paragraph 1 lit. b above.
(4) The Company or companies controlled by it is/are au-thorized to pay compensation (including indemnifica-tion for loss of compensation or for financial disad-vantages in connection with the change of employ-ment) to members of the Group Executive Board who after the relevant approval resolution by the General Meeting for the relevant compensation period join the Group Executive Board if the total maximum compen-sation amount of the Group Executive Board already approved by the General Meeting for the relevant com-pensation period is not sufficient for such compensa-tion. These supplementary amounts do not need to be approved by the General Meeting, provided that their sum in each single relevant compensation period does not exceed 40% of the approved maximum aggregate amount (in full not pro rata temporis) of the compen-sation of the members of the Group Executive Board for the same compensation period for which approval by the General Meeting has already been obtained.
(5) Any excess of the approved maximum aggregate amounts due to exchange rate fluctuations shall be disregarded.

 

Art. 28
External mandates

(1) A members of the Board of Directors shall hold no more than the following numbers of further mandates:
a. up to four mandates in listed firms; and
b. up to ten mandates in non-listed firms.
(2) A member of the Group Executive Board of Directors shall hold no more than the following numbers of further mandates:
a. one mandate in listed firms; and
b. up to five mandates in non-listed firms.
(3) Mandates held in different legal entities of the same group or by order of the Company or of another legal entity pursuant to paragraph 1 or 2 above (including in pension funds and joint ventures) shall not count as separate mandates. It is admissible to exceed the limitations set forth in this article for a short period of time.
(4) The term "Mandates" shall mean positions in compara-ble functions at other enterprises with a for-profit eco-nomic purpose.

 

Art. 29
Agreements with Group Executive Board and the Board of Directors

(1) Agreements with members of the Board of Directors on which the compensation paid to such members is based, and employment agreements with the members of Group Executive Board may be concluded for a definite or indefinite term. The maximum term of agreements concluded for a definite term shall be one year. Renewal of such agreements is permitted. The maximum termination notice period for agreements of indefinite term shall be 12 months.
(2) The Company may enter into compensated non-competition agreements with members of the Group Executive Board with a duration of up to 18 months after termination of the employment. The compensation payable for each year of the non-compete obligation shall not exceed the sum of (i) the last annual base salary of the member, (ii) the member's prior year target bonus, and (iii) health and/or dental premium payments based upon the member's elections in effect as of the termination, but in any event not more than an amount corresponding to the average of compensation of the respective member during the three preceding financial years. For part of a year the sum will be calculated pro rata.
(3) During an exemption, the variable compensation may be paid pro rata.

 

Art. 30
Retirement Benefits

(1) The Company may establish one or more independent pension funds for occupational pension benefits or may join such funds. Contributions to such pension funds on the part of the employer, but not benefits which are paid out by such pension funds, are deemed part of the compensation. Retirement benefits accumulated or paid directly by the employer based on applicable regulations on occupational pension benefits (including under qualified and non-qualified defined contribution plans) are treated the same way as contributions to and benefits by pension funds.
(2) Instead or in addition to benefits pursuant to paragraph 1 of this article, the Company and its subsidiaries may directly offer retirement benefits (such as pensions, purchase of health care insurances etc.) outside of the scope of occupational pension benefit regulations to members of the Group Executive Board and may pay them out after retirement. Such retirement benefits shall not exceed the last paid out annual base salary of the respective member per year. In the case of lump-sum settlements, the value of a pension shall be determined based on recognized actuarial methods. The payment of bridge or interim annuities between early retirement and the regular retirement age is possible. In addition, the members of the Group Executive Board may participate in the health plans maintained by the Company.

 

Art. 31
Legal Nature

The provisions of this section are of a company-law nature and do not create individual claims for benefits.

 

5. Financial year, profit allocation

 

Art. 32
Financial year and financial statements

(1) The Board of Directors determines the financial year.
(2) The Board of Directors shall prepare for each financial year a business report which includes the Company financial statements (comprising income statement, balance sheet and notes thereto, and, where appropriate, a cash flow statement), the management report, and the consolidated financial statements.

 

Art. 33
Appropriation of the profit available for distribution

(1) Subject to mandatory statutory provisions, the General Meeting may allocate the profits shown in the balance sheet, and in particular determine the amount of the dividend, at its discretion.
(2) Dividends and similar distributions which have not been collected within five years after their due date shall lapse and accrue to the Company.

 

6. Winding up and liquidation of the Company

 

Art. 34
Winding up and liquidation of the Company

(1) The General Meeting may at any time resolve the dissolution and liquidation of the Company in accordance with the law and these Articles of Association.
(2) The liquidation shall be carried out by the Board of Directors then in office, unless the General Meeting appoints other persons as liquidators.
(3) The liquidators shall have unencumbered power and authority to liquidate all corporate assets and wind up the Company.
(4) Upon discharge of all liabilities, the assets of the Company shall be distributed to the shareholders proportional to the nominal values of their shares. Any amount not paid in by shareholders shall be set off against the liquidation dividend.

 

7. Communications and notices, Jurisdiction

 

Art. 35
Means of publication

(1) All communications by the Company to its shareholders and all Company notices shall be published in the "Swiss Official Gazette of Commerce".
(2) To the extent the Company communicates to its shareholders by mail, such communications shall be sent by ordinary mail to the recipient and address recorded in the share register or in such other form as the Board of Directors deems fit.

 

Art. 36
Jurisdiction

The exclusive place of jurisdiction for any disputes arising from or in connection with the corporate relationship in the Company shall be at the registered office of the Company.

 

8. Prevailing Version

 

Art. 37
Prevailing Version

A German and an English version exist of these Articles of Association. The German version shall prevail.

Neuhausen am Rheinfall, 20 April 2023