Organizational Rules of CALIDA Holding AG

ORGANIZATIONAL RULES

of

Calida Holding AG

with registered office in Oberkirch

- 2 -

- 3 -

1. GENERAL PROVISIONS

1. These organizational rules ("OReg") have been drawn up on the basis of Art. 716a and Art. 716b OR and Art. 22 of the Articles of Incorporation of Calida Holding AG, ("Company").
2. The Company is a holding company. It has subsidiary companies ("TG") which handle the operational business. The Company and TGs are referred to jointly as the
   "Group".
3. The Group is run on a uniform basis, subject to compliance with binding statutory pro- visions. The delegation described in Section VII 1. of operating authority for the con- duct of business to the Chief Executive Officer ("CEO") comprises authority over the operational management of the Group.
4. The person(s) entrusted with the aforementioned operational management is usually the Chief Executive Officer ("CEO"), although this may also be, for example, several
   Co-CEOs, one or more delegates of the Board of Directors or an executive Chairman of the Board of Directors (hereinafter referred to as "CEO" for the purposes of this
   OReg, irrespective of the structure).
5. Apart from organizational issues relating to processes and tasks within the Board of Directors, the OReg determine, in particular, the relationship or allocation of authority between the Board of Directors and the CEO.
6. This updated version of the OReg comes into force with the Board of Directors' reso- lution of 17.02.2025 and replaces all previous versions. The OReg is part of the con- tract of employment of the CEO. The CEO will ensure that the rules set out in OReg are notified to the members of the Management Committee and - as far as is neces- sary - also to other members of the executive staff and respected by them.
7. The OReg may be amended by a decision of the Board of Directors at any time.
8. For reasons of better readability, the masculine form is used in this OReg. The corre- sponding terms apply to all genders in the interests of equal treatment.

- 4 -

1. REGULATORY PROVISIONS/CONFLICTS OF INTEREST

1. Law/Stock market
   The Company has a stock market listing. The Company and its official bodies are therefore governed throughout the Group by the Financial Market Infrastructure Act and the regulatory provisions of the SIX Swiss Exchange governing listed companies. The official bodies of the Company are aware of that circumstance and undertake to comply with the applicable laws and regulatory provisions.
2. Further regulatory provisions
   Internal Company regulations have been laid down; they serve in part to implement the provisions referred to in Sec. II, 1. These regulations are attached to the OReg and may includethe following:
3. 1. the latest organization chart
   2. the Code of Conduct
   3. rules on trade in participation rights ('Insider Trading')
   4. Policy on Ad hoc Publicity, Blackout Periods and Disclosure of Management Transactions
4. Conflicts of interest,stepping aside and external mandates

3.1 Conflicts of interest

Members of the Board of Directors and Management Committee and other ex- ecutive staff of the Company designated by the Board of Directors must dis- close their professional and secondary activities, interest representations, per- sonal interests or relationshiops, membership of associations and federations and seats on other Boards of Directors and Boards of Trustees of Foundations to the Board of Directors. They must organize their relationships in such a way that conflicts of interests are avoided as far as possible.

For the purposes of this OReg, a conflict of interest exists if a member of the Board of Directors, the Management Committee and/or a Group executive designated by the Board of Directors has alleged, potential or actual interests in relation to a transaction or matter that are contrary to the interests of the company, a TG or the Group, if a person close to them has such interests, if they must safeguard such third-party interests or if they are otherwise closely associated with a transaction or matter. A conflict of interest exists if the per- sonal interests of a member of the Board of Directors, the Management Com- mittee and/or a manager of the Group appointed by the Board of Directors af- fect the interests of the company, a TG and/or the Group.

- 5 -

1. Procedure
   Conflicts of interest must be reported to the Chairman immediately and the rel- evant circumstances disclosed. If the Chairman reasonably determines that the person concerned has a conflict of interest, or if there are doubts in this re- gard, he shall refer the matter to the Board of Directors.
   Similarly, the Chairman discloses his conflicts of interest to the Vice Chairman, who submits the matter to the Board of Directors as required in accordance with the above provision.
2. Measures
   The Board of Directors shall decides whether a conflict of interest exists. The Board of Directors makes a decision appropriate to the severity of the conflict of interest and takes the necessary measures to ensure the independent pro- tection of the interests of the company, the TGs and the Group. Prior to such a decision, the person concerned may make a personal statement.
   If the person concerned is in a conflict of interest, the Board of Directors may in particular decide that the member of the Management Committee or Board of Directors concerned (i) participates in the deliberations on the matter in question and that a vote is taken with and without the person concerned (dou- ble vote), (ii) participates in the deliberations on the matter in question but not in the relevant resolution (simple abstention) or (iii) does not participate in the deliberations and resolution at all (qualified abstention).
3. Documentation
   Every conflict of interest and every conflict of interest reported to the Chairman must be recorded in writing (including by e-mail) together with the respective decision on the existence of a conflict of interest. In addition, the resolutions adopted by the Board of Directors to deal with an identified conflict of interest must be recorded.
4. Transactions with the Company
   Transactions between the Company or its TGs on the one hand and the mem- bers of the Board of Directors and Management Committee of the Company and, possibly, other executive staff members designated by the Board of Di- rectors or persons affiliated to them on the other, require the approval of the Board of Directors. Such transactions must be entered into under normal mar- ket conditions.
5. External Mandates
   To the extent permitted by Art. 24 of the articles of association, members of the Board of Directors and the Management Committee may hold additional positions in comparable functions at other companies with a commercial pur- pose. In order to ensure that such mandates do not conflict with the duties of the respective member of the Board of Directors or Management Committee, each member of the Board of Directors and Management Committee must in- form the Chairman of their intention to accept a new additional mandate, of the acceptance and commencement of this new additional mandate and of all cir- cumstances that could lead to a conflict of interest. The Chairman informs the

- 6 -

members of the Nomination & Compensation Committee ("NCC") of any potential conflicts of interest and, if the mandate has already been accepted, proceeds in accordance with the rules on dealing with conflicts of interest as set out in this OReg.

Irrespective of the disclosure of conflicts of interest, the statutory provisions on the maximum number of permissible mandates outside the Group apply to all members of the Board of Directors and the Management Committee.

1. THE BOARD OF DIRECTORS

1. New elections/Constitution
2. 1. Election
      If a member of the Board of Directors is to be newly elected or appointed by a by-election, the Nomination & Compensation Committee ("NCC") shall prepare a candidate profile which must be approved by the Board of Directors. On the basis of this candidate profile, the NCC will conduct a selection procedure,.
      On completion of the evaluation procedure, the NCC proposes the candi- date(s) to the Board of Directors for election. The candidates selected by the Board of Directors shall be proposed to the General Meeting for election.
      A member of the Board of Directors cannot simultaneously be a member of the Board of Directors or any other official body of a company which is in competi- tion with the Group.
   2. Constitution
      The Board of Directors is self-constituting, subject to mandatory competences of the shareholders' meeting. It appoints a Vice-Chairman and a secretary who need not be a member of the Board of Directors. The term of office for appoint- ments to posts stipulated in the constitution is in general identical to the term of office of members of the Board of Directors, although in justified cases the Board of Directors always has the right to terminate such appointments at an earlier date, subject to mandatory competences of the shareholders' meeting.
   3. Authority to sign
      All persons with authority to sign for the Group shall do so jointly, as a rule with one other person. Other binding legal provisions or other rules necessitated by limited resources locally are reserved, but in such cases suitable measures must be taken to restrict the risk arising from authority to sign personally. Where resource problems result in authority to sign personally, this must be approved by the Audit and Risk Committee ("ARC").
3. Tasks and terms of reference
   The main tasks of the Board of Directors are to determine and regularly review the corporate strategy, business policy and organization of the Group, to verify

- 7 -

operational management and risk management and to regularly assess its own per- formance, the performance of the CEO. Subject to the provisions of these organizational rules, operational management is delegated to the extent permitted by law to the CEO.

The Board of Directors likewise has, in particular, the following powers within the meaning of Art. 716a OR and, subject to the provisions of these rules, responsibility for:

1. strategic management of the Company and giving the necessary instructions;
2. determination of the organization;
3. definition of the accounting system, financial control and financial planning;
4. appointment and dismissal of the persons entrusted with the management and representation;
5. strategic supervision of the persons entrusted with management tasks, in par- ticular with a view to compliance with the laws, articles of association, rules and instructions;
6. drawing up the annual report, preparation of the Annual General Meeting and execution of its decisions;
7. filing an application for a debt restructuring moratorium and notifying the court in the event that the company is overindebted;
8. preparing the remuneration report;
9. the authority to decide on transactions pursuant to Sec. VII or other transac- tions that the Board of Directors reserves for itself in individual cases;
10. the decision regarding the duties allocated to the Board of Directors by law.

3. Reporting/Obligation to provide information

1. Reporting
   The CEO is responsible for ensuring that the information stipulated in Sec. VI. 3 is supplied to the Board of Directors in a timely manner.
2. Information and scrutiny
   At the meetings, each member of the Board of Directors may seek information from the other members and from the Management Committee on all matters concerning the Company.
   Between meetings, each member of the Board of Directors may seek infor- mation from the CEO and Chief Financial Officer ("CFO") on the conduct of business and on significant transactions, in the latter instance primarily on matters falling within his terms of reference. Contact with other members of the Management Committee and other executive staff and scrutiny of business

- 8 -

documents must take place within reason and after informing the Chairman of the Board of Directors and the CEO.

1. Meetings of the Board of Directors/Convening/Agenda
2. 1. Meeting intervals
      The Board of Directors holds at least four ordinary meetings each year. The dates of the ordinary meetings must be determined in good time in advance for the following financial year. One of these meetings must be a strategic meet- ing with a longer time frame.
      Otherwise, the Board of Directors meets as often as is necessary. Extraordi- nary meetings shall be held at the request of the Chairman or of a member of the Board of Directors. The dates of extraordinary meetings must be sched- uled in such a way as to ensure that a majority of the members of the Board of Directors are able to attend. When organizing the meetings, an assurance must be given on request that members who are not physically present can take part, where appropriate by by electronic means, in the deliberations and decisions.
   2. Convening/Agenda
      The Chairman or, if he is unable to attend, the Vice-Chairman or another member of the Board of Directors or the Secretary acting in his name shall convene the meetings of the Board of Directors in writing at least seven days in advance unless the matter is highly urgent. The invitation to attend must state the agenda items.
      The invitation to attend must be accompanied by the necessary documents or these must be made available to the members of the Board of Directors. The documents must be sent out or made available in every case in good time so that members have enough time to prepare for the meeting. The confidentiality of price-sensitive information must be ensured in an appropriate manner (password protection, access restrictions, etc.).
      Each member is entitled to ask for items to be placed on the agenda up to 20 days before the meeting. In the invitation, the name of the member of the Board of Directors who has made such a request must be stated.
3. Quorum/Decision-making
   The Board of Directors has a quorum if at least one-half of its members are present at the meeting of the Board. Decisions relating to changes in capital (e.g. increases or decreases within the capital band) are an exception in the case of which the require- ment of a quorum does not apply.
   Decisions may also be taken by video or telephone conference or electronic media, unless a particular member asks for the matter to be discussed at a meeting. Any such request must be stated as soon as is reasonably possible.

- 9 -

Decisions may also be taken by circular means, by letter, e-mail or comparable sys- tems, unless a member asks for a verbal discussion at a video or telephone conference or at a meeting. The procedure for taking circular decisions shall be determined by the Chairman of the Board of Directors.

A decision can only be taken on matters which have not been duly announced if all the members of the Board, in particular those who are absent, agree to this.

1. Minutes
   The Secretary of the Board of Directors shall write minutes of the deliberations and decisions of the Board of Directors; these minutes are to be signed by him and by the chairman of the meeting. The minutes shall set out the decisions taken and elections held, together with a short summary of the main arguments put forward at the meeting and of the information provided. The minutes must as a rule be made available elec- tronically to all the members within 30 days of the meeting and presented for ap- proval or, as appropriate, addition or correction at the next meeting.
2. Compensation
   The members of the Board of Directors shall receive compensation on the basis of their workload and responsibility. Due allowance must be made for work in commit- tees. The appropriate decision shall be taken by the Board of Directors on a proposal by the NCC, subject to the approval of the shareholders' meeting.

IV. COMMITTEES

1. Appointment of committees
   The Board of Directors may set up standing or ad hoc committees to prepare for indi- vidual decisions, perform certain controlling functions or other special tasks. The com- mittees have no decision-making powers.
   The Compensation Committee (NCC) shall be elected by the shareholders' meeting for a term until the conclusion of the following ordinary shareholders' meeting. The members of the other committees, in particular the ARC, shall be determined by the Board of Directors. The tasks of these committees are described in the following sec- tions.
2. Audit & Risk Committee
   2.1 The ARC has the following main tasks:
3. • Review of the accounting system (accounting standards to be applied, in- ternal and external financial reporting, liquidity and financial management,

- 10 -

assessment of evaluation and financing principles) with a view to determining their appropriateness, reliability and effectiveness and, where appropri- ate, submission of proposals for changes, together with the CFO and in coordination with the CEO, for the attention of the Board of Directors.

1. • Review of the annual account statement and of other financial information which is included in the published account statements of the Group.
   • Monitoring the assessment of corporate risks and review of the risk man- agement practices or of the effectiveness and efficiency of the Internal Con- trolling System ("ICS").
   • Regular review of the insurance cover available to the Group (including D&O insurance).
   • Supervision of the business activity with a view to assuring compliance with the decisions of the Board of Directors, internal regulations and guidelines, instruction and relevant legal provisions, in particular stock market legisla- tion (compliance).
   • Review of the performance, independence and fees of the external auditors and recommendation on their appointment for the attention of the Board of Directors or General Meeting.
   • Detailed discussion of the audit reports; examination of all the important findings and recommendations of the external auditors with the Manage- ment Committee and external auditors.
   • Monitoring implementation of the recommendations made by the external auditors.
   • Review of the performance of, and fees charged for, advisory mandates with affiliated persons.
   • Monitoring the Group's sustainable development and reviewing the ESG report.
   • Performance of other tasks entrusted to it by the Board of Directors.
2. The committee shall meet as often as business so requires, but not less than twice each year. The committee shall be convened at least once each year for a meeting with representatives of the external auditors, at which no members of the Management Committee shall be present.
3. Subject to Section 2.2., the CFO shall generally attend meetings of the ARC. Other members of the Board of Directors, the CEO, individual members of the Management Committee or other professional experts, may also be invited to attend the meetings. The decision shall rest with the chairman of the ARC. The placing of orders with third parties shall require the consent of the Board of Di- rectors.