OUTLOOK AND MOTIONS ON COMPENSATION AT THE ANNUAL GENERAL MEETING

At the 2026 Annual General Meeting, the Board of Directors will propose:

  • the maximum aggregate compensation amount for the Board of Directors, for the next term of office (binding vote)
  • the maximum aggregate compensation amount for the Management Board, for the financial year 2026 (binding vote)

  • the 2025 Compensation Report (retrospective advisory vote)

     

MAXIMUM AGGREGATE COMPENSATION AMOUNT FOR THE BOARD OF DIRECTORS

The maximum aggregate compensation amount for the Board of Directors for the term of office between the 2026 and the 2027 Annual General Meeting submitted to vote is based on the following elements:


• eight members on the Board of Directors
• fixed basic fee paid in cash and restricted share units
• committee fees paid in cash
• additional committee fees for ad-hoc committees and a travel fee (for members of the Board of Directors located overseas only)

MAXIMUM AGGREGATE COMPENSATION AMOUNT FOR THE MANAGEMENT BOARD

The maximum aggregate compensation amount to the Management Board for the financial year 2027 submitted to vote is based on the following elements:

  • nine full term members of the Management Board
  • short-term variable cash compensation: the maximum amount assumes that the defined performance objectives are significantly exceeded and that the short-term variable cash compensation payout amounts to 200% (maximum)
  • long-term equity incentive award (PSUP): the 2027 amount is based on fair value at grant (whereas the 2026 amount was calculated based on maximum achievement). This change is due to the switch from the PSMP to the PSUP long-term incentive vehicle and for reconciliation purposes with the values shown in table [5] Granted Compensation.

 

Table [8] below shown a comparison between the maximum aggregate compensation amounts approved and the compensation effectively awarded in recent years.

Table [8]: Compensation approved versus awarded (Management Board)

In CHF per year (gross)Fiscal year 20271Fiscal year 2026Fiscal year 2025Fiscal year 2024
Approved compensation amountn.a.20,500,00020,500,00020,500,000
Compensation awardedn.a.n.a.215,036,00013,101,000
  1. To be proposed to the 2026 Annual General Meeting.
  2. Compensation period not yet completed.

Note: The approved compensation amount is based on the assumption that all performance indicators under both the short-term variable cash compensation and the PSMP will be significantly overachieved and that the payout factor will be at the maximum possible level. The approved compensation amount does not account for any share price appreciation over the three-year period of the PSMP. The awarded compensation amount is based on the short-term variable cash compensation effectively paid and on the fair value of the initial shares and of the matching shares granted under the PSMP in the respective year.

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