Von Roll : Document Reporting

1.5

Principles and

General principles

components of

The Board of Directors may decide whether remuneration is paid wholly or partially in

remuneration

cash, restricted company shares or future subscription rights to shares. The Board of

Directors determines the timing of the allocation, the length of the restricted period and

any discount, taking into account the length of the restricted or vesting period. The

restricted or vesting period shall be at least three years, whereby the Board of Directors

may agree on a shorter period in justified cases. The Board of Directors may stipulate

that should a certain event specified in advance ultimately occur, such as the termina-

tion of an employment or mandate relationship or a change of control, then restricted or

vesting periods shall continue to apply, be shortened or be canceled, or remuneration

shall be paid out (assuming targets have been met) or forfeited.

If shares or future subscription rights to shares are to be allocated or other remuneration

components granted, the remuneration amount shall correspond to the value accorded

to these remuneration components at the time of their allocation in accordance with

generally recognized valuation methods.

In respect of duties performed in legal entities of the Group or on behalf of a legal entity

of the Group, these entities may grant remuneration to the members of the Board of

procedure

Directors and Executive Management insofar as the amounts concerned do not exceed

the limit approved by the General Meeting or the additional limit in accordance with

Art. 32 (6) of the Articles of Incorporation.

Within the scope permissible by law, the company may compensate members of the

Board of Directors and Executive Management for losses incurred in conjunction with

lawsuits, proceedings or settlements related to their activities for the company. It may

also advance relevant sums or take out insurance policies. Compensation, advances and

insurance policies of this kind are not considered remuneration.

Components of the Board of Directors' remuneration

Members of the Board of Directors receive fixed remuneration for their activities. Their

expenses are also reimbursed. Reimbursed expenses, including lump-sum expenses,

are not deemed to be remuneration. Supplements may be paid for serving as a mem-

ber of a committee or for undertaking specific duties or projects.

Components of Executive Management's remuneration

Members of Executive Management receive fixed remuneration for their activities.

Their expenses are also reimbursed. Reimbursed expenses, including lump-sum

1.6

Approval

expenses, are not deemed to be remuneration.

General information

The General Meeting approves the maximum remuneration for members of the Board

of Directors with binding effect when the ordinary General Meeting convenes each

year, with this remuneration limit then applying until the next ordinary General Meeting.

2.1 Remuneration of

Board of Directors' fee

the Board of

The following remuneration was paid to members of the Board of-Directors for the

Directors (audited)

financial year 2021:

Fixed

Variable

Other

Retirement

in CHF 1,000

Function

fee1

remuneration

remuneration 2

benefits 3

Total

Dr. Peter Kalantzis

Chairman

294

-

-

14

308

Guido Egli

Vice-Chairman

144

-

-

7

151

Gerd Amtstätter

Member

94

-

-

-

94

Gerd Peskes

Member

94

-

-

-

94

August François von Finck

Member

94

-

-

6

100

Dr. Christian Hennerkes

Delegate

-

-

-

-

-

Total

720

-

27

747

Fixed

Variable

Other

Retirement

in CHF 1,000

Function

fee1

remuneration

remuneration 2

benefits 3

Total

Dr. Peter Kalantzis

Chairman

294

-

-

14

308

Guido Egli

Vice-Chairman

144

-

-

7

151

Gerd Amtstätter

Member

94

-

-

-

94

Gerd Peskes

Member

94

-

-

-

94

August François von Finck

Member

94

-

-

6

100

Dr. Christian Hennerkes

Delegate

-

-

-

-

-

Total

720

-

-

27

747