Organizational Regulations

Structure of the Group

Legal Structure

The Group consists of the Holding and its directly or indirectly 100 % owned subsidiaries and affiliated
companies as the Board may decide from time to time.

Organizational Structure

The organizational structure of the Group does not necessarily follow the legal structure. The Board,
from time to time, shall review the organizational structure of the Group.

Board of Directors

1. Powers and Responsibilities

The Board has the power to resolve all matters which are not expressly reserved to the general
meeting of shareholders (the „Shareholders‘ Meeting“) or other bodies of the Holding.

1.2. Unless the pertinent law, Articles of Incorporation or provisions hereafter provide otherwise, the
Board fully delegates the management and representation of the Holding and the Group to the
Group Management.

1.3. The following are, by law, non-transferable and inalienable powers and responsibilities of the Board:

  • the ultimate management, i.e. the determination of the strategy, its resources and its su-pervision,
    of the Holding and the Group and the issuance of the necessary policies and di-rectives including
    the definition of corporate goals and the planning of financial re¬sources;
  • the determination of the organization of the Holding and the Group;
  • the structuring of the accounting system, the financial controls and the financial planning of the
    Holding and the Group;
  • the appointment and the removal of the Members of the Group Management, the approval of their
    job descriptions and the granting of the signatory power to members of the Group Management
    and to employees of the Holding;
  • the ultimate supervision of the persons entrusted with the management of the Holding and the
    Group, in particular with regard to compliance with the law, the Articles of Incorporation, regulations
    and directives;
  • the preparation of the Holding‘s business report and other reports including but not limited to the
    compensation report and the report on non-financial matters pursuant to Article 964c CO as well
    as the preparation of the Share¬holders‘ Meetings and the implementation of their resolutions;
  • the submission of a request for a debt-restructuring moratorium and notification of the judge in
    case of overindebtedness of the Holding;
  • the passing of resolutions regarding the subsequent payment of non-fully paid-in shares;
  • the passing of resolutions confirming capital increases in the share capital and regarding the
    amendments to the Articles of Incorporation entailed thereby;
  • the examination of the professional qualifications of specially qualified auditors in those cases in
    which the law foresees the use of such auditors.

1.4. By virtue of these Organizational Regulations, the Board, for the following business matters,
reserves its rights of approval:

  • a) all issues as per V 2.3 hereinafter
  • b) all major changes in the implementation of the Group strategy as determined by the Board
  • c) all duties in respect of the Swiss stock exchange laws and regulations and in re¬spect to other
    matters as determined by the applicable law

1.5. From time to time, the Board may determine further powers and responsibilities.

Assignment of duties to Board Committees

2.1. Based on Article 716a Paragraph 2 CO the Board establishes an Audit Committee („AC“) and a
Compensation and Human Resources Committee („CHRC“; AC and CHRC „Committees“), each
consisting of three Board members, none of whom will be an of¬ficer or employee of a Group
company. The responsibilities and reporting duties as well as the constitution, the calling of meetings
and the passing of resolutions of the Committees will be regulated in separate charters, to
the extent different from the rules set forth herein. The Board may establish further Committees or
temporary Task Forces or assign specific tasks to individual Board members.
2.2. The Committees shall focus on preparing, reviewing and issuing recommendations to the Board,
and shall not have decision-making power except explicitly delegated by the Board in the relevant
charter or decision.
2.3. The chairperson of the Board („Chairperson“), other Board members and the CEO shall have standing
invitations to attend all Committee meetings as non-voting guests, always unless the matter
discussed relates to them individually. The CFO shall have the analogue right to attend the AC and
related Task Force meetings.
2.4. The Committee chairpersons inform the Board about their activities at the Board meetings or, in
urgent and ad-hoc relevant cases, immediately.
3. Constitution
The Shareholders‘ Meeting elects the members of the Board, the Chairperson of the Board, and the
members of the CHRC. The Board elects the Vice-Chairperson of the Board (the „Vice-Chairperson“),
the members of the Board Committees (other than the CHRC) and their Chairpersons.
4. Authority to Sign
The Board decides on the authority to sign for the Holding and issues regulations in respect to the
Authority to sign for the further Group Companies. Unless otherwise specified by the Board, all authorities
to sign are always joint signatures by two. This also applies to the members of the Board.
5. Calling and Agenda of Board Meetings
Meetings of the Board shall be called whenever needed but at least four times per calen¬dar year.
Meetings of the Board shall be called by the Chairperson or, in the Chairperson‘s absence, by the
Vice-Chairperson or another member of the Board. Each member of the Board is entitled to request an
immediate meeting of the Board by stating the cause of the request.
Notice of the meeting shall be given in writing or electronically (which includes the means of e-mail and
fax) at least seven days before it is held. The notice shall include the proposed agenda of the meeting.
The Chairperson or, in the Chairperson‘s absence, the Vice-Chairperson or, in the Vice-Chairperson‘s
absence, another member of the Board presides over the meeting.
If requested by a member of the Board, managers may attend the meeting without having the right to vote.

Chairperson of the Board of Directors

Group Management