Corporate Governance Report 2024

1.1.2 LISTED COMPANIES IN THE SCOPE OF CONSOLIDATION

The registered shares of CALIDA Holding AG ("the Company"), with registered offices in Oberkirch (Switzerland), are traded on the SIX Swiss Exchange (ISIN CH0126639464, ticker symbol CALN). Market capitalisation came to approx. CHF 166.1 million as of the reporting date 31 December 2024.

1.1.3 UNLISTED COMPANIES

IN THE CONSOLIDATED GROUP

The annual report provides details of unlisted companies in the consolidated group in the section "Scope of consolidation" on page 37f. in the "CALIDA GROUP Consolidated financial statements 2024".

1.2 SIGNIFICANT SHAREHOLDERS

All disclosure notifications of shareholdings in CALIDA Holding AG are available on the disclosure office's electronic publication platform at: www.ser-ag.com/ en/resources/notifications-market-participants/ significant-shareholders.html

Shareholdings of the members of the Board of Directors and Executive Management are presented in detail within the relevant section on page 84f. of the CALIDA Holding AG annual financial statements 2024, which form part of this annual report. The Company is not aware of any other significant shareholders within the meaning of article 120 FinMIA.

1.3 CROSS-SHAREHOLDINGS

There are no cross-shareholdings.

According to the information available in the disclosure notifications pursuant to article 120 FinMIA and the share register of CALIDA Holding AG, as of 31 De- cember 2024, the following significant shareholders held more than 3% (directly and/or indirectly) of the share capital of CALIDA Holding AG entered in the commercial register.

1. According to the report to SIX Swiss Exchange as of 24 December 2024, Veraison SICAV in liquidation holds 5.632%.
2. According to the report to SIX Swiss Exchange as of 8 March 2012, Vontobel Fonds Services AG holds 5.06%.
3. According to the report to SIX Swiss Exchange as of 24 June 2022, Swisscanto Fondsleitung AG holds 4.9995%.
4. According to the report to SIX Swiss Exchange as of 17 November 2022, UBP Asset Management (Europe) SA holds 3.034%.

The Company makes disclosures about significant shareholders if it receives disclosure notifications in the reporting period pursuant to article 120 FinMIA. Parties subject to the notification requirement have to disclose shareholdings when their voting rights in CALIDA Holding AG reach, exceed or fall below the thresholds of 3, 5, 10, 15, 20, 25, 33 1/3, 50 or 66 2/3 percent.

2. Capital structure

2.1 CAPITAL AS OF 31 DECEMBER 2024

The ordinary share capital of the Company amounts to approx. CHF 761k, divided into 7'611'972 registered shares with a par value of CHF 0.10 each.

As the remaining, unexercised options have expired, the Board of Directors decided in April 2024 to repeal the provision in the Articles of Incorporation concerning conditional capital.

As of the reporting date, the capital band ranged between approx. CHF 634k, divided into 6'335'348 registered shares (lower limit) and approximately CHF 910k, divided into 9'096'059 registered shares (upper limit). It can also be reduced by way of the reduction of the par value to a minimum of CHF 0.075 (rounded) per registered share or by way of a combination of a cancellation and a reduction of the par value.

2.2 CAPITAL BAND IN PARTICULAR

The Board of Directors is authorised to increase or reduce share capital once or multiple times by any amount until 19 April 2028 or until the capital band lapses, if earlier. In the event of a capital increase within the range of the capital band, the Board of Directors defines the number of shares, the issue price, the contribution type, the timing of share issue, the conditions for exercise of subscription rights and the start of the entitlement to the dividend. The trade of subscription rights can be restricted or excluded. The Board

of Directors can allow subscription rights to expire or place them and the shares for which subscription rights were granted but not exercised at market conditions or use them otherwise in the interest of the Company. The shareholder's subscription rights can be limited or canceled for good cause. The acquisition of new shares and every subsequent transfer of the shares are subject to the entry restrictions under article 4 of the Articles of Incorporation (www.calidagroup. com/en/investors/#corporate-governance).

2.3 CHANGES IN CAPITAL

The statement of changes in shareholders' equity in the CALIDA Holding AG annual financial statements 2024, which form part of this annual report, contains details of the changes in capital for the last three reporting periods in the respective section on page 80.

2.4 SHARES AND PARTICIPATION CERTIFICATES

The number of shares and their par value are shown in section 2.1 above. The Company has one share catego- ry. Therefore, there is a constant ratio of par value to voting power (one share, one vote principle). Each registered share has a par value of CHF 0.10 and gives the shareholder unrestricted entitlement to the divi- dend. The capital is fully paid in. The Company has not issued any participation certificates.

2.5 DIVIDEND-RIGHT CERTIFICATES

The Company has not issued any dividend-right cer- tificates.

2.6 LIMITATIONS ON TRANSFERABILITY AND NOMINEE REGISTRATIONS

2.6.1 LIMITATIONS ON TRANSFERABILITY FOR EACH SHARE CATEGORY, ALONG WITH AN INDICATION OF STATUTORY GROUP CLAUSES, IF ANY, AND RULES FOR GRANTING EXCEPTIONS

The Articles of Incorporation do not provide for any limitations on transferability of registered shares.

2.6.2 REASONS FOR GRANTING EXCEPTIONS IN THE REPORTING YEAR

107

2.6.3 ADMISSIBILITY OF NOMINEE REGISTRATIONS ALONG WITH AN INDICATION OF PERCENT CLAUSES, IF ANY, AND REGISTRATION CONDITIONS

The Company does not accept any nominee registra- tions.

2.6.4 PROCEDURE AND CONDITIONS FOR CANCELLING STATUTORY PRIVILEGES AND LIMITATIONS ON TRANSFERABILITY

There are no statutory privileges or limitations on transferability.

2.7 CONVERTIBLE BONDS AND OPTIONS

The Company has not issued any convertible bonds or options.

3. Board of Directors

3.1 MEMBERS OF THE BOARD OF DIRECTORS (BOD)

The37thAnnualGeneralMeetingofCALIDAHoldingAG on 5 April 2024 re-elected Felix Sulzberger (indepen- dent member and Chairman), Gregor Greber (inde- pendent member), Allan Kellenberger (member), Thomas Stöcklin (independent member) to the Board of Directors. In addition, Corinna Werkle was elected as a new independent member of the Board of Directors.

Stefan Portmann and Laurence Bourdon-Tracol decided not to stand for re-election after service of eight and two years respectively.

Other activities and vested interests

Member of the Board of Directors of Holy Fashion Group/Strellson AG, Kreuzlingen; member of the Board of Directors of Schlossberg/Boller Winkler AG, Turbenthal; Chairman of the Advisory Board of Finatem Private Equity, Frankfurt a. M. (Germany)

Professional background

Since 2018 Chief Financial Officer of Manor AG, Basel; 2011 - 2018 Chief Financial Officer of CALIDA GROUP; 2005 - 2010 Group Controller of CALIDA GROUP and subsequently Head of Finance of the CALIDA brand; 2001 - 2005 Audit Manager and from 2002 to 2005 Assistant to the Head of Audit Switzerland at a global audit and advisory firm; 1997 - 2001 Audit assistant at a global audit and advisory firm; 1985 - 1997 Various positions at a major Swiss bank in Lucerne and Lausanne

Other activities and vested interests

Since 2015 founder and Chairman of the Board of Directors of NapaWine AG (and NapaGrill), Zurich; since 2023 Member of the Board of Directors of RS Group, formerly VT5 Acquisition Company, Pfäffikon. Gregor Greber is a member of the Board of Directors and the ARC at this company. Since October 2024 as elected representative of the bondholders of GZO AG, Spital Wetzikon, in the role of observer on the Board of Directors.

Professional background

Since 2011 development of his own real estate portfolio; 2017 - 2019; Various positions at Lafuma Group/Millet Mountain Group in Annecy (France) and Tokyo (Japan);

2009 - 2011 Hotel Development Consultant at von Düring Management (Lucerne); 2007 - 2009; Various functions at Tally Weijl (Basel, Paris, Warsaw, Shanghai)

Professional background

Since 2021 Chief Financial Officer Skyscanner; 2020 - 2021 VP Finance, global finance function Skyscanner; 2008 - 2019 eBay Inc., Switzerland and California, various finance functions; 2004 - 2008 Xilinx, California, internal audit; 2000 - 2004 Ernst & Young, San Jose (CA, USA), external audit; 1995 - 2000 Ernst & Young, Paris, external audit

Executive Chairman of the Board of Directors as well as between the members of the Group's Executive Management and the Executive Chairman of the Board of Directors. Additionally, they ensure that Executive Management has direct access to the Board of Directors in the event of differences of opinion between Executive Management and the Executive Chairman of the Board of Directors on important and time-critical issues. This not only ensures that the influence of the Board of Directors and Group's Executive Management is balanced, but also safeguards the interests of the shareholders.

The term of office for the responsibilities allocated during constitution is usually identical to the term of office as a member of the Board of Directors. How- ever, the Board has the right to terminate the assignment to a field of responsibility before expiry of this term where there is a valid reason, subject to mandatory competences of the Annual General Meeting.

3.5.2 Members list, tasks and area of responsibility for each committee of the Board of Directors

Membership of the various committees of the Board of Directors is shown in section 3.1. The Board of Direc- tors can at any time make use of standing or ad-hoc committees for the purpose of preparing individual resolutions and fulfilling certain control functions, or for other specific tasks. These committees are not authorised to pass resolutions. The Nomination & Compensation Committee is elected by the Annual General Meeting for a term until the conclusion of the following ordinary Annual General Meeting. The Audit & Risk Committee members are appointed by the Board of Directors. As a rule, between two and four members of the Board of Directors sit on each com- mittee. The Board of Directors elects the committee members on the recommendations of the Nomination & Compensation Committee, except the members of the Nomination & Compensation Committee who are elected by the Annual General Meeting. Re-elec- tion is permissible. The Board of Directors also elects the chairman of the committee.

In accordance with the organisational regulations issued by the Board of Directors, the Audit & Risk Committee has the following main duties:

Examine the design of the accounting system (applicable accounting and reporting regulations,

internal and external financial reporting, liquidity and financing management, assessment of valuation and financing principles) with regard to suitability, reliability and effectiveness and, if required, submit change proposals together with the CFO and in coordination with the CEO for the attention of the Board of Directors;

Examine the annual financial statements and other financial information included in published financial statements of the Group;

Monitor and assess risks to the organisation and review risk management practices and the effectiveness and efficiency of the internal control system (ICS);

Periodically review the insurance coverage available to the Group (including D&O insurance);

Supervise business activities to monitor compliance with resolutions of the Board of Directors, internal regulations and guidelines, directives, and the relevant legal provisions, including, but not limited to, stock exchange legislation (compliance);

Review the performance, independence and fees paid to the external auditors and make a recommendation to the Board of Directors and ultimately the Annual General Meeting regarding election;

Discuss the audit reports in detail; discuss all significant findings and recommendations of the external auditors with Executive Management and the external auditors;

Monitor implementation of the external auditors' recommendations;

Monitor the performance of and fees paid for consulting engagements with related parties;

Monitor the sustainable development of the Group and review the ESG report.

Perform any other tasks delegated by the Board of Directors.

Management are permitted to attend such meetings. The CFO usually participates in the meetings with the exception of the aforementioned meeting. The committee can request the attendance of other members of the Board of Directors, the CEO, individual members of Executive Management or other specialists. The decision is made by the Chairman of the commit- tee. Three meetings took place in the reporting year and the representatives of the external auditors were present at all of them.

The Nomination & Compensation Committee meets as often as business requires. The Chairman can invite members of Executive Management or third parties to the meetings. Two meetings took place in the reporting year.

The meetings of the Board of Directors and its committees usually take place at the Company's registered offices or at the registered offices of its subsidiaries but can occasionally also take place at other locations. The meetings can also be held by telecon- ference. The members of Executive Management participate in meetings of the Board of Directors and its committees if required.