Vetropack : Corporate Governance 2023 (extract from the Integrated Annual Report)

Corporate governance

1. Corporate governance

1. Board of Directors

1. Management Board

1. Additional information

Corporate governance

Introduction

The following explanations contain the material information for the Vetropack Group as laid out in the Directive Corporate Governance (DCG) issued by SIX Swiss Exchange on 29 June 2022.

Operational group structure

Refer to the illustration here.

Group companies

For shareholdings and their percentage breakdowns, refer to the illustration here.

Capital structure

Details of the share capital are provided here. For details of changes to capital structure within the last three years, refer to "Changes in consolidated shareholders' equity". Vetropack Holding Ltd does not issue options on participation rights.

Dividents

Registered shares A and registered shares B are entitled to dividends.

List of significant shareholders with holdings > 3%

There is one shareholders' agreement between the Cornaz AG-Holding shareholders and anoth­ er between Cornaz AG-Holding and other shareholders.

The core elements of both agreements are as follows:

• concerted exercise of voting rights at the Annual General Assembly;
• mutual tender obligation for the shares upon sale.

With regard to the voting shares indicated above, it should be noted that there is no obligation to report changes to the voting share which do not affect a threshold value. Accordingly, the num­ ber of voting shares disclosed above may differ from the notifications published on the SIX Ex­ change Regulation website in accordance with Arts. 120 ff, Financial Market Infrastructure Act (FinMIA). No disclosure reports as defined by Art. 120, FinMIA were submitted to the company in the reporting year. A notification was submitted to SIX on 19 September 2023 in accordance with Art. 121, FinMIA.

Detailed information on notifications in accordance with Arts. 120 ff, FinMIA can be accessed on the SIX Exchange Regulation website via the following link:https://www.ser-ag.com/en/re­sources/notifications-market-participants/significant-shareholders.html#/

Corporate Governance

Board of Directors (BoD)

Principles underlying the voting procedure for members of the Board of Directors and their terms of office

The members of the Board of Directors of Vetropack Holding Ltd are each elected by the Annual General Assembly of Shareholders (AGA) on a yearly basis. Re-election is permitted. Each year, the AGA elects the Chairman of the Board of Directors and the individual members of the Nomi­ nation and Compensation Committee (NCC), who must be members of the Board of Directors, as well as the independent proxy. Their term of office shall end upon the conclusion of the next ordi­ nary AGA. The BoD appoints the Chairman of the NCC.

BoD's duties

The BoD performs its duties as laid out in the Swiss Code of Obligations (CO), Art. 716a.

In addition, the BoD Chairman has the following main duties:

• Preparing and issuing the invitations to the AGA jointly with the CEO;
• Drawing up the agenda for BoD meetings, and issuing invitations and relevant documentation jointly with the CEO;
• Chairing the AGA and the BoD meetings;
• Monitoring the implementation of resolutions passed by the AGA and the BoD;
• In urgent cases, the BoD Chairman can conclude transactions that fall within the responsibility of the BoD by executive decision. Any such actions are communicated in writing to the mem­ bers of the BoD without delay.

Division of responsibilities between the

BoD and the Management Board (MB)

Those duties which are not reserved for the BoD in accordance with Art. 716a, CO are delegat­ ed to the MB. This means that the MB can act freely within the guidelines laid down by the BoD, but is also fully responsible for the operational management of the Group.

Working methods

In 2023, the BoD exercised its duty of oversight and supervision by receiving and discussing writ­ ten and oral reports from the MB at five ordinary meetings (most of which lasted an entire day), and by taking decisions on any motions put forward. Two additional BoD meetings were con­ ducted as video conferences. The Head Auditor was invited to the March meeting to disclose the results of the external audit. A two-day strategy meeting was held in August, and the results of the 2023 internal audit were discussed during the November meeting.

To prepare for BoD meetings, the BoD Chairman, the CEO and the CFO met regularly; on these occasions, they discussed operational topics, preparations for ordinary BoD meetings, and inter­ nal audit reports. The BoD was briefed regularly on the Group's commercial situation and plan­ ning by means of written monthly, semi-annual and annual reports together with the planning dossier at both company and Group levels (three-year plan). The Nomination and Compensation Committee (NCC) is responsible for reviewing the remuneration scheme for the BoD and MB. The working methods for the NCC are set out in the Remuneration report. With the exception of the NCC, the BoD does not appoint any committees.

In his role as executive chairperson, the Chairman of the BoD sits on the supervisory bodies of all the operating companies. He participates in the steering committees for projects and initiatives of strategic importance. He also takes part in the annual management development reviews to dis­ cuss appraisals, continuing professional development and succession planning for management team members at all companies. He held sixteen meetings with the CEO in 2023 to monitor the management of business operations, discuss market trends and implement BoD resolutions.

The Board of Directors as at 31 December 2023

From left: Sönke Bandixen, Pascal Cornaz, Claude R. Cornaz, Jean-Philippe Rochat, Raffaella Marzi, Richard Fritschi, Urs Kaufmann; Missing on the picture: Diane Nicklas

Members

* Members of the Nomination and Compensation Committee (NCC)

Claude R. Cornaz (1961, Buchberg, Canton of Schaffhausen)

Dipl. Masch. Ing. ETH/BWI Zurich, Switzerland

Richard Fritschi (1960, Oberrieden, Canton of Zurich)

Dipl. Controller SIB Zurich, Switzerland

Sönke Bandixen (1957, Stein am Rhein, Canton of Schaffhausen)

Dipl. Masch. Ing. ETH Zurich, Switzerland, PMD Harvard Business School, USA

Pascal Cornaz (1971, Les Paccots, Canton of Fribourg)

Spécialiste d'achat avec brevet fédéral, Switzerland

1995-2005 Various functions in technical cus­ tomer support, purchasing, and lo­ gistics, Switzerland

2005-2007 Member of the Executive Board of

Giovanna Holding SA, Clarens,

Switzerland

2008-2011 Member of the Executive Board

and Head of Customer Service of

Ginox SA, Clarens, Switzerland

2012-2018 CEO of Diamcoupe SA, Cheseaux s. Lausanne, Switzerland

Since 2018: Managing Partner, Equistructure

Sàrl, Les Paccots, Switzerland

Urs Kaufmann (1962, Rapperswil-Jona, Canton of St. Gallen)

Dipl. Masch.-Ing. ETH/BWI Zurich, Switzerland

Raffaella Marzi (1970, Canton of Zug)

Master in Law, Università Cattolica del Sacro Cuore, Milan, Italy

1996-1997 Legal Consultant, Beiersdorf S.p.A,

Italy

1997-2000 Associate, Baker & McKenzie, Italy

2000-2001 Secondments as In-house Legal

Counsel, Recordati S.p.A.

2001-2009 Senior Associate, Baker & McKen­

zie, Italy

2009-2009 Secondment, Baker & McKenzie,

Germany

2011-2013 Counsel, Baker & McKenzie, Italy

2013-2014 Partner, Baker & McKenzie, Italy

2014-2016 Group Compliance Officer and Le­ gal Counsel, Sika Italia S.p.A.

2016-2019 Group Compliance Officer, Sika

AG

Since 2019 Head Human Resources & Compli­

ance, Sika AG

Since 2020 Member of Group Management,

Sika AG

Since 2023 Head Human Resources, Legal &

Compliance, Sika AG

Diane Nicklas (1969, Germany)

Dr. Ing. Metallurgie und Werkstofftechnik

Jean-Philippe Rochat (1957, Epalinges, Canton of Vaud)

Lic. en droit, University of Lausanne, Switzerland, Lawyer