Annual Report 2025

ANNUAL REPORT

Key figures - financial year

At a glance

• Organic growth has surpassed guidance.

• Sales reached CHF 623 million, thanks to numerous innovations and a strong performance by the food service business in Switzerland.

• EBITDA reached CHF 42.9 million, compared with CHF 22.5 million in the previous year; the adjusted EBITDA margin of 6.3% (previous year: 6.2%) is at the upper end of the guidance range.

• A positive free cash flow has led to a significant reduction in net debt and improved the Group's financial position.

• Strategic realignment defined.

• Outlook: Profitability is expected to rise despite a challenging market environment.

Note to performance measures

ORIOR uses alternative performance measures in this Annual Report which are not defined by Swiss GAAP FER. These alternative performance measures provide useful and relevant information regarding the operative and financial performance of the Group. The document "Alternative Performance Measures Full Year 2025", which is available on https://orior.ch/en/financial-reports, defines these alternative performance measures.

ORIOR is an internationally active Swiss food and beverage group. It represents a family of companies with a strong regional footing and popular brands and products that claim leadership positions in growing niche markets at home and abroad.

ORIOR's decentralised business model allows the individual companies in the Group to maintain their specific culture and identity, tailored to their workers and customers, and to create unique product, brand and concept worlds. They are joined together by a passion for culinary delights and true craftsmanship, a spirit of innovation directed towards market trends and needs, workforce entrepreneurship and strong common values.

Motivated employees who enjoy what they do and who assume responsibility for themselves and their work are the catalyst for unlocking the extraordinary. We embrace uniqueness and premium quality in our claim to surprise our consumers time and again with delightful and delicious creations. Our vision is nothing less than Excellence in Food.

Contents

Letter to Shareholders 2

Sustainability highlights 2025 5

Interview with the CEO 6

Corporate Governance Report 11

Compensation Report 47

Financial Statements ORIOR Group 79

Financial Statements ORIOR AG 123

Share Information 139

Dear Shareholders

In the 2025 financial year, ORIOR generated net sales of CHF 622.9 million (previous year: CHF 642.1 million). Organic growth was -1.5%, which is above the guidance previously communicated and already revised upwards at the end of the first half of 2025 (-2% to -4%). Several major contracts - both in Switzerland and in Belgium - were landed, and price adjustments necessitated by rising raw material costs were implemented successfully. At the same time, the food service business, Gesa - the organic juice producer in Germany that has been successful for years - and Möfag, which is consistently geared towards the discounter channel, performed very well. This has enabled ORIOR to oftset a significant proportion of the lost tenders, the cancellation of a major contract with a Dutch customer, and the impact of the challenging retail environment, which is particularly price-driven in the high-volume segment. The exchange rate eftect impacted revenue by -0.5%, while the sale of the Albert Spiess gastronomy depots impacted it by -1.0%.

Significant cost savings and the release of provisions led to an EBITDA of CHF 42.9 million, compared with CHF 22.5 million in the previous year, representing an increase in the EBITDA margin of 340 basis points from 3.5% to 6.9% despite persistently volatile commodity prices and competitive pressure from the retail sector. EBITDA, adjusted for one-off and exceptional effects, reached CHF

39.0 million, corresponding to an adjusted EBITDA margin of 6.3%, which is at the upper end of the communicated guidance range (5.9% to 6.3%) and represents an increase on the previous year. The closure of the production facility in Olen (Belgium) and the realignment of the Refinement segment proceeded according to plan. Combined with an improvement in net working capital, this resulted in a favourable cash flow from operating activities of CHF 36.8 million (previous year: CHF -5.6 million). EBIT reached CHF 14.1 million (previous year: CHF -31.9 million). Net profits of CHF

9.4 million (previous year: CHF -35.2 million) were recorded.

Net debt was reduced by CHF 29.1 million from CHF 181.4 million at the end of 2024 to CHF 152.3 million, thanks to the excellent free cash flow. Among other things, the sale and leaseback of a commercial property and the sale of a non-operational plot of land contributed positively to this. This resulted in the debt ratio (net debt/adjusted EBITDA) falling to 3.9x (previous year: 4.6x). The equity ratio before goodwill offsetting improved to 28.8% (31 December 2024: 26.2%), whilst after goodwill offsetting it reached 12.4% (31 December 2024: 8.8%).

In order to further strengthen the financial situation and accelerate debt reduction, the Board of Directors will propose to the Annual General Meeting on 4 May 2026 that no dividend be distributed for the 2025 financial year.

ORIOR's Convenience segment, including Fredag, Le Patron, Pastinella and Biotta, generated net sales of CHF 200.1 million, down -4.5% (previous year: CHF 209.5 million). The main cause of the decline was the traditional retail channel, which failed to build on the previous year's sales figures. The food service channel once again performed very well, posting clear gains thanks to growth in existing product ranges, newly secured volume orders, and further customer development.

ORIOR ANNUAL REPORT 2025

Letter to Shareholders

ORIOR's Refinement segment, comprising Rapelli, Albert Spiess and Möfag, achieved solid organic sales growth of 2.2%. Despite the lack of sales from the divested Albert Spiess gastronomy depots (divestment effect: -2.5%), revenue totalled CHF 248.1 million, practically unchanged from the

previous year (CHF 248.8 million). Möfag once again delivered a particularly positive performance, achieving a strong result thanks to its clear positioning in the discounter segment.

ORIOR's International segment, including Culinor Food Group, Casualfood, Gesa and Spiess Europe, generated net sales of CHF 197.9 million (previous year: CHF 203.8 million), representing organic growth of -1.3% (exchange rate effect: -1.6%). This decrease is primarily due to the termination of a major contract with a Dutch customer and the associated closure of the production facility in Olen, Belgium. Culinor performed well, thanks to newly won contracts and successfully implemented price adjustments. Spiess Europe also demonstrated solid growth, while Gesa once again impressed with an exceptionally strong performance.

ORIOR is strategically refocusing the Group on sustainable, profitable growth. Demographic and social shifts are creating a structural demand for functional, high-quality food solutions. Healthy ageing is no longer aimed exclusively at the 65-plus age group. Millennials and Gen Z are now also increasingly focusing on nutritional quality, functional ingredients and well-being earlier in life, which opens up cross-generational market potential for ORIOR.

With strong brands, industry expertise and scalable platforms, ORIOR is well positioned as an integrated solutions provider for the retail and food service sectors. ORIOR consistently strives for category captaincy in its core segments. The strategic growth driver lies in the well-being and care sector. ORIOR addresses the entire spectrum of daily nutrition - from balanced meals and snacks to catering for elderly care and hospitals.

All strategic options for the Belgian competence centre Culinor were reviewed; however, no value appropriate for ORIOR could be realised. Furthermore, Culinor and its portfolio of high-quality fresh meals and meal components fit very well with the ORIOR Group's strategic realignment.

Since operational excellence and capacity utilisation are key management metrics, existing structures are optimised before new capacity is created. Strategic sourcing and logistics are being centralised across the Group in order to realise economies of scale and enhance security of supply. Our investments follow a clear principle: optimisation before expansion and strategic added value before volume growth. ORIOR operates with short decision-making processes, rapid implementation capacity, and a strong market focus - and transforms its industrial strengths into sustainable value for shareholders, partners and consumers.

The past financial year was shaped by a tough market environment, which was reflected in sales. ORIOR is responding to this development with a clear strategic approach.

Two external factors continue to weigh on the environment. The Swiss retail sector is going through a challenging phase, the effects of which are also being felt by ORIOR. At the same time, commodity prices remain volatile, making it difficult to conduct accurate cost planning throughout the value chain. Lower pork prices and the loss of sales from the Dutch customer are weighing on revenue.

Nevertheless, ORIOR is confident about the future. We expect continued growth in the food service business in Switzerland, and our defined strategic growth drivers, such as the care sector, are also gaining momentum. Retail business remains a key sales channel, which we are actively developing using a range of innovative initiatives. The acquisition of the Italian pasta manufacturer Pastificio Gaetarelli, which was completed in early 2026, is also enabling us to expand and strengthen our strategic position in the premium fresh pasta segment.

The planned transfer of production volumes from Albert Spiess to Rapelli is on track to be completed by mid-2026 as scheduled; at the same time, the product portfolio will be selectively streamlined. Further measures introduced to improve efficiency are also having a positive impact on profitability.

At the end of 2025, ORIOR completed its first year under the new Sustainability Strategy 2030. The target scope has been significantly expanded and now comprises 15 quantified targets, eleven of which were on track as at the end of the reporting year. We are particularly pleased that, for example, the food waste rate, energy intensity and the number of self-attributable complaints have been significantly improved, thereby making a positive contribution to the ORIOR Group's business performance. In terms of projects and initiatives, the launch of ORIOR's internal climate fund and the submission and approval of the SBTi targets were especially noteworthy accomplishments during the past financial year.

The current phase calls for a high level of commitment, entrepreneurial courage and a willingness to break new ground. We would like to extend our heartfelt thanks to our employees for their exceptional dedication and their vital contribution to ORIOR's continued growth and development. We would also like to thank our customers, our partners and our shareholders for their trust and unwavering support.

Monika Friedli-Walser

Chairwoman and Delegate of the Board of Directors of ORIOR AG

Sustainability highlights 2025

Partnership for the food of the future

The strategic partnership between our

Le Patron competence centre and the Food-Tech start-upYumame Foods combines innovative strength in fermentation technology

with many years of production and market expertise. Together, we are developing nutrient-dense, minimally processed plant-based alternatives - and setting new culinary benchmarks for the nutrition of the future.

Shared responsibility: Our new Supplier Code of Conduct

With our Group-wide Supplier Code of Conduct coming into force in 2025, we are defining clear minimum requirements for our partners regarding ethics, human rights and climate and environmental protection. The

Code forms the basis for greater cooperation, enabling us to work with our partners to make our supply chain as responsible and sustainable as possible.

Validated by science:

Our path to net zero

In 2025, the Science Based Targets initiative officially validated our short- and long-term climate targets, thereby confirming that our reduction pathway is aligned with the 1.5°C goal of the Paris Agreement.

This milestone provides us with a scientifically sound roadmap for the systematic decarbonisation of our entire value chain.

With a result of

-10.4%

compared to the previous year, our food waste intensity (% of production volume in kg) declined to a new low of 2.6%. This underscores our ambitions and demonstrates that we are firmly on course to meet our 2030 goal.

3.1

4

Climate projects approved

Launched in 2025, the ORIOR Climate Fund provides targeted support for projects aimed at reducing greenhouse gas emissions within the Group. One of the first successfully

financed projects was a flue gas cooler at Pastinella, which reduces the demand for fossil fuels by recovering energy from hot exhaust gases, thus resulting in lower CO2 emissions.

3.0%

2.0%

1.0%

0.0%

2.9

2023 2024

2.6

2025

Unser Ziel

2.2

2030

Interview

It's been a challenging year for ORIOR. Where does the Group stand today?

Well, it's certainly true that we have had a challenging yet at the same time enlightening year. And it's precisely under increased pressure that a company's true quality shines forth - and in this respect, ORIOR has become more unified and focused. The challenges have compelled us to critically examine the way things are done, sharpen our priorities, and combine our strengths more consistently. ORIOR today is a focused, committed group of companies with a strengthened understanding of collaboration across the individual business units. A willingness to act entrepreneurially and go the extra mile together is clearly evident. We're realistic enough to know that fully exploiting our potential still requires around another year of consistent implementation. At the same time, we're convinced that we are on the right strategic and operational path that will enable ORIOR to successfully move into the next stage of its development.

High debt, low share price. Can you see the light at the end of the tunnel yet?

Yes! I could clearly discern the light right from the start, otherwise I wouldn't have taken on this task. Our positive business development in 2025 despite the challenging market environment confirms how robust the ORIOR Group's operating performance really is. We have substantially reduced our net debt, and our business units, above all, are operating soundly and forming a resilient foundation for the Group's further development. Our task at Group level is now to further refine the structural frame-

work conditions, reduce complexity and apply our existing strengths even more consistently. We have also been able to reduce our debt by concluding a sale-and-lease-back transaction and disposing of a piece of land that was not required for operational purposes. This demonstrates that we are acting decisively and showing financial discipline. I'm convinced that we are headed in the right direction - now it is a matter of systematic implementation and sustainable value creation.

ORIOR is realigning its strategy - where will the Company be in four years?

In four years, ORIOR will be established as a leading provider of high-quality, functional nutritional solutions - with a clear focus on wellbeing and care across all generations. We will have strengthened our position as category leader in our core categories, further scaled our platforms and consistently delivered operational excellence. Through optimised structures, centralised procurement and targeted investments, we will generate sustainable, profitable growth and create genuine added value for customers, partners and consumers.

You're Chairwoman and Delegate of the Board of Directors, and there are many projects on the go. How do you manage everything at the same time?

The key lies in the strength of the management teams in our business units. Our experienced CEOs and members of management reliably assume responsibility, and they know their business inside out. My task is to consistently challenge and support them in the right way - while at the same time giving them the necessary scope for action. They are the professionals in running day-to-day operations, and this trust is the basis for our sustained success, even in a challenging environment.

The Group structure has been significantly streamlined. What functions better now than it did before?

Streamlining the Group structure is already having an effect. We are now in closer contact with the business units, responsibilities are clearer, and the amount of coordination required has been noticeably reduced. This provides us with more direct feedback from the markets, and

Monika Friedli-Walser, Chairwoman and Delegate of the Board of Directors of ORIOR AG.

allows us to better consolidate customer input, identify trends earlier and make decisions more quickly - all of which increases our responsiveness and ability to execute. At the same time, collaboration has been intensified. We have more open dialogue, and expertise is better utilised across the Group. Less complexity, more clarity and momentum - these make up the primary added value of the new structure for us.

Albert Spiess has really been hit hard and had to cut 90 jobs. Can we still look forward to Bündnerfleisch from Albert Spiess in 2026? Yes, our customers can count on that. Albert Spiess and its Graubünden specialities such as Bündnerfleisch and Bündner cured ham will remain part of the Group and continue to be produced in Graubünden. Products that are not directly connected to the Graubünden region will be gradually transferred to Rapelli in Stabio. In this way, we are specifically strengthening the expertise of Albert Spiess in terms of origin and quality and ensuring the future of the brand.

Non-operational properties have in part been sold off. What are the plans for the one in Oberentfelden?

The process of selling the property in Ober-entfelden is proving more challenging than we originally anticipated. Accordingly, we are purposefully working on a convincing tenant concept to enhance the property's appeal and strengthen its market positioning. Our approach remains clearly focused on value creation. We

will only sell the property at its market value and will proceed with the necessary discipline and patience.

The crisis has severely tested ORIOR. What are your personal takeaways from the past 18 months?

The main insight I gained is that substantial change seldom arises from comfort, but from a clear pressure to act. The past year has forced us to sharpen our priorities, consistently reduce complexity, and make decisions with greater discipline. For me, two lessons stand out. Firstly, leadership must be clear and human. Challenging times call for guidance, a strong presence and transparency - even when delivering difficult news. This builds trust and ensures that the organisation remains capable of action. Secondly, focus beats complexity. If we consistently utilise our strengths and act in a disciplined manner, ORIOR gains momentum and resilience. This period has sharpened ORIOR's strategic focus and brought the Group closer together - setting the course for sustainable further development.

What do you wish for ORIOR and its employees in 2026?

In 2026, I want ORIOR to be recognised for what it is: an agile speedboat with innovative strength that develops customer-specific solutions and shapes its future with confidence and entrepreneurial aspiration. I want our employees to believe in ORIOR, to assume responsibility with enthusiasm, and to go the extra mile together - with a positive attitude.

SPRING

Timeline

FEBRUARY

Gesa participates as an exhibitor at Biofach, the world's leading trade fair for organic food. Lasting four days and welcoming over 35 000 trade visitors and more than 2 300 exhibitors from 94 countries, the fair offers excellent networking opportunities along the entire value chain and chances to make valuable new contacts.

FEBRUARY

With its "New Glocal" concept, Pastinella combines classic recipes from around the world with premium, local ingredients. Innovative new products such as "Cappellacci Cacio e Pepe" embody craftsmanship, transparent supply chains, and sustainable production.

With its "A Pinch Of" fresh meals, Culinor rolls out a range of varied, healthy and creative dishes made from carefully selected ingredients.

APRIL

With its new "Sapori del Ticino" appetisers, Rapelli expands its product line with a selection of typical Ticino specialities. Meticulously arranged and portioned, the appetiser platter is ideal for spontaneous get-togethers and enjoyment.

21.05.2025

FEBRUARY

SPRING

Fredag's Smash Burger introduces this popular food trend from the USA to Switzerland. Made from 100% Swiss beef and smashed on a hot grill, this product's crispy crust and juicy flavour are sure to be a hit with gourmet burger fans.

A total of 544 shareholders gather for the ordinary Annual General Meeting. Monika Friedli-Walser is elected as the new Chairwoman and Delegate of the Board of Directors. Dr iur. Sandro Fehlmann and Filip De Spiegeleire are two high-profile additions to the Board of Directors. All of the proposals are approved by the shareholders.

JUNE

Le Patron is part of the action as the main sponsor

With our new internal climate fund, we now make targeted investments in our own CO2reduction measures rather than in external projects. The competence centres continue to make emission-based contributions, which now flow directly into the fund and provide a concrete incentive for climate-friendlier production.

at the ten-day Swiss National Gymnastics Festival in Lausanne. The company provides catering for around 300 000 visitors and 65 000 gymnasts, offering a varied menu based on its convenience products.

AUGUST

The Refinement segment undergoes a realignment, as Albert Spiess AG is no longer fit for the future in its current structure. Over the next twelve months, the manufacture of selected products will gradually be transferred to Rapelli in Stabio in order to secure the long-term viability of the core products and the Albert Spiess brand. All of the products with a direct link to the Graubünden region continue to be manufactured in Schiers and Davos.

AUGUST

Since its founding in 2005, Casualfood has been successfully developing restaurant, shop and snack mobile concepts for travel catering and now employs around 700 people at ten locations in Germany.

SEPTEMBER

Biotta produces orange juice for the Swiss Business Class for the first time, expanding the brand's presence in the premium segment.

SEPTEMBER

Le Patron teams up with Swiss FoodTech start-up Yumame Foods, which specialises in modern fermentation technology for plant-based products. While Yumame contributes its expertise in processing legumes, grains and mushrooms, Le Patron complements the partnership with culinary experience, production know-how and a strong market presence.

OCTOBER

The five competence centres Le Patron, Pastinella, Fredag, Rapelli and Albert Spiess are legally merged to form ORIOR Food AG as a means of streamlining and simplifying the legal structure of the ORIOR Group. The aim is to optimise processes and increase efficiency, while the business units and their brands, product ranges and production sites remain operationally independent.

NOVEMBER

Casualfood opens its first outlet at Stuttgart Airport with a snack mobile. Four more outlets, including Beans & Barley, will be added by spring 2026.

NOVEMBER

Our frozen fruit innovation, Fruity Ice Sticks, takes second place in the Explorer of the Year category at the Promarca Innovation Awards 2025. The award recognises bold and visionary brand ideas and affirms Biotta's commitment to innovation.

DECEMBER

ORIOR further strengthens its financial structure with the sale of a non-operational property in Churwalden (GR). The transaction contributes to the Group's targeted debt reduction.

Corporate Governance Report

1. Group structure and shareholders 12

2. Capital structure 16

3. The Board of Directors 20

4. Executive Committee 35

5. Shares held by members of governing bodies 39

6. Shareholders' rights of participation 41

7. Changes of control and defence measures 43

8. Auditors 43

9. Information policy 45

‌Corporate Governance Report 2025

ORIOR Group is committed to best practices in corporate governance with a high level of transparency. Good corporate governance protects the interests of company shareholders and other stakeholders while helping the Group achieve sustainable development. The information disclosed hereinafter complies with Swiss law and the current requirements of the "Directive Corporate Gov-ernance" (DCG) and the "Directive on Ad hoc Publicity" (DAH) issued by the SIX Swiss Exchange.

1. Group structure and shareholders

   The registered office of ORIOR AG, the parent company of the ORIOR Group, is in Zurich (Switzerland). Information on the security number and ISIN code of its shares and its stock market capitalisation is given in the "Share information" section of this Annual Report. The subsidiaries included in the Group's scope of consolidation along with their legal domicile, share capital and the percentage interest held by the Group are listed in the section "Group structure and other information" of this Annual Report. Apart from the parent company, only unlisted companies are included in the scope of consolidation.

   1. Group structure as at 31 December

      The following list includes the operationally active members of the Board of Directors and Executive Committee as of 31 December 2025, as well as the CEOs of the units.

      Board of Directors

      Monika Friedli-Walser, Chairwoman and Delegate of the Board of Directors Markus Voegeli, Vice Chairman

      Felix Burkhard, Lead Independent Director Filip De Spiegeleire

      Dr. iur. Sandro Fehlmann Monika Schüpbach

ORIOR Corporate

Giorgio Mollo, CIO ORIOR Group

Nadja Hendel, CHRO ORIOR Group

Convenience segment

Michael Leutwyler, CEO Fredag

Michel Burla, CEO Le Patron

Christian Stoffels, CEO Pastinella

Mathias Roost, CEO Biotta2

Refinement segment International segment

Tazio Gagliardi, Werner Nies,

CEO Rapelli CEO Culinor

Martin Zett, Jörn Hendrik

CEO Albert Spiess Niewiadomsky-Stegmayer, and Möfag CEO Casualfood

1 Resignation from the Executive Committee on 6 January 2026.

2 Resignation as CEO of Biotta as of 31 January 2026.

Legal entities

Investment

funds

Pension funds Foundations

Other

Number of shareholders entered in the share register as at 31 December 2025, by country:

4 628 shareholders total

Switzerland and Liechtenstein Abroad

169

31 29

15 12

8 39

Germany Italy

Austria

Benelux

Other

France Great Britain

1. 1. Major shareholders

      According to notifications received, as at 31 December 2025 the following shareholders each owned more than 3% of ORIOR AG's share capital:

      Beneficial owner Collective capital investment(s)

      UBS Fund Management (Switzerland) AG RoPAS (CH) Institutional Fund - Equities

      Switzerland (6.11%)

      Number of

      shares % Date

      969 558 14.82 01.10.2024

      LLB Swiss Investment AG LLB Aktien Regio Zürichsee (CHF) 217 029 3.317 09.12.2025

      During the period between 1 January 2025 and 31 December 2025 the following disclosure notifications were received and duly published on the website of the SIX Swiss Exchange:

      Reason for New

      Date		Beneficial owner		Collective capital investment(s)		announcement		shareholding
      09.12.2025		LLB Swiss Investment AG		LLB Aktien Regio Zürichsee (CHF)		Other		3.317%
      18.11.2025		LLB Swiss Investment AG		LLB Aktien Regio Zürichsee (CHF)		Acquisition		3.321%
      06.11.2025		LLB Swiss Investment AG				Acquisition		3.092%
      29.04.2025		Vontobel Fonds Services AG				Sale		<3%
      29.03.2025		Swisscanto Fondsleitung AG				Sale		<3%
      05.02.2025		Swisscanto Fondsleitung AG				Sale		4.913%

      During the period between 1 January 2026 and 24 March 2026 the following disclosure notifications were received and duly published on the website of the SIX Swiss Exchange:

      Date		Beneficial owner		Reason for announcement		New shareholding
      28.02.2026		Tobias Weber, Zurich, CH Emil Weber, Zurich, CH		Acquisition		12.0%
      25.02.2026		Tobias Weber, Zurich, CH Emil Weber, Zurich, CH		Acquisition		5.913%
      21.02.2026		Tobias Weber, Zurich, CH Emil Weber, Zurich, CH		Acquisition		3.21%

      • Website SIX Exchange Regulations: ser-ag.com/en/resources/notifications-market-partici-pants/significant-shareholders.html#/

      Apart from the changes listed above as at 24 March 2026, ORIOR was not aware of any other person or entity holding, directly or indirectly, 3% or more of the Company's share capital. Nor was ORIOR AG aware of any significant agreements or arrangements among shareholders regarding their holdings of ORIOR AG registered shares.

   2. Registered shares not entered in share register

      As at 31 December 2025, 25.8% of total share capital was not entered in the share register (Dis-pobestand). In the past, this figure has fallen well below the 20% mark relative to total share capital shortly before the Annual General Meeting. This fluctuation reflects institutional investors' decisions to transfer positions to open custody accounts shortly after the end of the Annual General Meeting to improve their administrative efficiency during the remainder of the year. One week before the last Annual General Meeting, which took place on 21 May 2025, 21.5% of total share capital was not entered in the share register (Dispobestand), which is considered high in a multi-year comparison.

   3. Cross-shareholdings

      There are no cross-shareholdings with other companies.

2. ‌Capital structure

   The key parameters of the capital structure are regulated in the Company's Articles of Association and can be viewed at the following link:

   • Articles of Association of ORIOR AG: orior.ch/en/articles-of-association-of-orior-ag

   2.1 Share capital
   in CHF	31.12.2025		31.12.2024		31.12.2023
   Ordinary share capital	26 169 596		26 169 596		26 169 596
   Conditional share capital	2 494 656		2 494 656		2 494 656
   Capital band Lower limit:	24 861 116	Lower limit:	24 861 116	Lower limit:	24 861 116
   Upper limit:	28 049 596	Upper limit:	28 049 596	Upper limit:	28 049 596

   1. Ordinary capital

      ORIOR AG's share capital is fully paid in and amounts to CHF 26 169 596. It is divided into 6 542 399 registered shares with a par value of CHF 4.00 each. There is only one category of registered shares. Further information on the shares is given in the "Share information" section of this Annual Report.

   2. Conditional capital

      According to Art. 3a of the Articles of Association, the Company's share capital shall be increased by a maximum aggregate amount of CHF 2 494 656 through issuance of a maximum of 623 664 registered shares with a par value of CHF 4.00 each, to be fully paid in:

      1. up to an amount of CHF 614 656, corresponding to 153 664 fully paid registered shares through the exercise of option rights or purchase rights granted to the members of the Board of Directors or the employees of the Company and its subsidiaries in accordance with one or more share-based compensation plans;

      2. up to an amount of CHF 1 880 000, corresponding to 470 000 fully paid registered shares through the exercise of conversion and/or option rights granted to shareholders, creditors of bonds or similar financial instruments, or third parties.

      The conversion and/or option conditions shall be set by the Board of Directors. The subscription rights of the existing shareholders are excluded. The Board of Directors is authorised, when issuing bonds or similar financial instruments, to restrict or cancel the shareholders' advance subscription rights in connection with: a) the financing (including refinancing) of the acquisition of companies, parts of companies, participations or new investment projects of the Company; or b) the issue on national or international capital markets or the issue to one or more strategic or financial investors.

      Insofar as the rights of advance subscription are excluded, a) the bonds or similar financial instruments shall be issued on reasonable terms and b) the exercise period of the option and/or conversion rights is to be set at a maximum of 10 years.

      The exercise or waiver of conversion or option rights shall be made by any means of communication allowing such exercise or waiver to be evidenced by text.

      The acquisition of registered shares through the exercise of conversion and option rights and the further transfer of registered shares are subject to the restrictions as stipulated in Art. 5 and 6 of the Articles of Association.

      The total number of registered shares issued (i) from conditional share capital according to Art. 3a of the Articles of Association where the shareholders' advance subscription rights were excluded and (ii) from the capital band according to Art. 3b of the Articles of Association where the share-holders' subscription rights were excluded may not exceed 654 239 registered shares, i.e. 10% of the existing share capital.

   3. Capital band

      The authorised capital was replaced by a capital band by the Annual General Meeting on 19 April 2023:

      The Board of Directors is authorised until 18 April 2028 to conduct one or more increases and/ or reductions of the share capital within the upper limit of CHF 28 049 596, corresponding to 7 012 399 registered shares with a nominal value of CHF 4.00 each, and the lower limit of CHF 24 861 116, corresponding to 6 215 279 registered shares with a nominal value of CHF 4.00 each. Capital reductions can be carried out either by reducing the nominal value of the shares or by cancelling shares. The respective issue price, number of shares, time of the dividend entitlement and issue, conditions governing the exercise of subscription rights and type of contributions (including in cash, contribution in kind, offsetting and conversion of reserves or profit carried forward into share capital) shall be determined by the Board of Directors. In this regard, the Board of Directors may issue new shares which are underwritten by a bank, a syndicate of banks or another third party and subsequently offered to the existing shareholders or to third parties (provided that the pre-emptive rights of the existing shareholders are waived or not validly exercised). The acquisition of registered shares and the further transfer of the registered shares are subject to the restrictions as stipulated in Art. 5 and 6 of the Articles of Association.

      The Board of Directors is authorised to restrict or withdraw the subscription rights of shareholders and to allocate them to individual shareholders, the Company or third parties (i) if the new shares are to be used to acquire another enterprise, parts of an enterprise or equity interests, or to finance investment projects or to finance or refinance any such transactions by the Company, or

      (ii) if the new shares are being placed nationally and internationally for the purpose of raising equity in a swift and flexible manner that would be difficult to arrange or only at much less favourable conditions if the pre-emptive subscription rights to the new shares were not restricted or withdrawn.

      The Board of Directors may allow subscription rights that have not been exercised to lapse, or it may place these subscription rights, or registered shares for which subscription rights were granted but not exercised, at market conditions, or use them otherwise in the interests of the Company.

      Within the limits of this capital band, the Board of Directors is also authorised (i) to increase the capital by converting free reserves into share capital; (ii) to carry out capital reductions by means of a reduction in nominal value once or several times per year and to pay out the reduction amount to the shareholders after adjusting the Articles of Association; and, (iii) in the event of a reduction of the share capital, to determine, to the extent necessary, the use of the reduction amount. The Board of Directors may also use the reduction amount for the partial or full elimination of a share capital shortfall in the sense of Art. 653p CO or may, in the sense of Art. 653q CO, simultaneously reduce and increase the share capital to at least the previous amount.

      After a change of the nominal value pursuant to Para. 4 (ii) of the Articles of Association, the Board of Directors is authorised to adjust the nominal value and the number of shares in Para. 1 accordingly and any new registered shares issued within the capital band shall bear the changed nominal value. In the event of an increase of the share capital from the conditional capital pursuant to Art. 3a of the Articles of Association, the upper and lower limits of the capital band shall be increased accordingly. The Board of Directors shall adjust the limits in Para. 1 accordingly.

      The total number of registered shares issued (i) from conditional share capital according to Art. 3a of the Articles of Association where the shareholders' advance subscription rights were excluded and (ii) from the capital band according to Art. 3b of the Articles of Association where the share-holders' subscription rights were excluded may not exceed 654 239 registered shares, i.e. 10% of the existing share capital.

   4. Changes in capital over the past three years

      Date Resolution AoA Art.

      Decision-making body

      19.04.2023 Flexibilisation of the intended use and increase in the maximum amount of conditional capital to CHF 2 494 656, corresponding to 623 664 fully paid in registered shares with a nominal value of CHF 4.00 each.

      Deletion of the authorised capital and, in its place, introduction of a capital band valid until 18 April 2028 with an upper limit of CHF 28 049 596, corresponding to 7 012 399 registered shares with a par value of CHF 4.00 each, and a lower limit of CHF 24 861 116, corresponding to 6 215 279 registered shares with a par value of CHF 4.00 each.

      Art. 3a Conditional capital

      Art. 3b Capital band

      Annual General Meeting

      Annual General Meeting

   5. Treasury shares

      Number and average price per share of own shares acquired on the market. The treasury shares do not have voting or dividend rights.

      Number of own shares bought on the market

      Average share price in CHF

      2024

      9 225

      58.60

      2025

      0

      n/a

      2023 2022

      0 0

      n/a n/a

   6. Participation certificates and non-voting equity securities

      The ORIOR Group has not issued any participation certificates or non-voting equity securities.

   7. Restrictions on share transfer and registration of nominees

      There are no restrictions on the transfer of the registered shares of ORIOR AG. The sole condition attached to entry of a shareholder in the share register is a written statement signed by the person acquiring the shares that they are acquiring them in their own name and for their own account, that no agreement on the redemption or the return of corresponding shares has been made and that they bear the economic risk associated with the shares. There are no further restrictions on shareholder registration. Any persons not expressly stating in their application form that the shares have been acquired for their own account and that no agreement on the redemption or the return of corresponding shares has been made and that they bear the economic risk associated with the shares ("Nominees") may be entered as shareholders in the share register with voting rights if the Nominee concerned is subject to a recognised banking and financial market supervisor and has entered into an agreement with the Board of Directors regarding its position. The total share capital held by the Nominee may not exceed 2% of the issued share capital of the Company. In excess of this limit, the Board of Directors may register Nominees in the share register with voting rights if the Nominees disclose the names, addresses, citizenship and shareholdings of those persons for which they hold 2% or more of the issued share capital. No nominees with voting rights exceeding the 2% limit were registered during the year under review. The introduction and deletion of restrictions on transferability in the Articles of Association requires a resolution of the Annual General Meeting with at least two thirds of the share votes represented and an absolute majority of the nominal share values represented.

   8. Convertible bonds, options and entitlements to shares

   The Annual General Meeting on 23 May 2024 approved a new, share-based, three-year LTIP with retroactive effect as at 1 January 2024 for the Executive Committee (see point 8.2.1 and 8.2.2 Compensation Report, p. 66 f). This LTIP will mature on 31 December 2026. At a share price of CHF

   13.60 (as at 31 December 2025), the maximum number of shares that could be issued (at 100% achievement rate and taking into account all personnel changes) under the LTIP would be 15 979 registered shares of ORIOR AG, which would result in an increase in share capital of 0.24%, if all of these shares were created from conditional capital. Management estimates that the LTIP will be 25% achieved by the end of its term, which would correspond to 3 994 ORIOR shares or 0.06% of the share capital. All shares from the LTIP are subject to a minimum two-year holding period after distribution. Furthermore, there were no outstanding or planned convertible bonds, options or entitlements to shares in ORIOR AG or one of its subsidiaries as at 31 December 2025.

3. ‌The Board of Directors

   1. Members of the Board of Directors

      The Board of Directors consists of at least three and no more than nine members. The Board of Directors consisted of six directors as at 31 December 2025. Filip De Spiegeleire was appointed interim CEO of the ORIOR Group until the Annual General Meeting on 21 May 2025, when he handed over his responsibilities to Monika Friedli-Walser, who has been managing the Group since then. Filip De Spiegeleire is the controlling shareholder and a member of the board of directors of Pâtisserie Alsacienne Bloch NV in Destelbergen, Belgium, with which ORIOR's subsidiary Culinor maintains a business relationship. All transactions between Pâtisserie Alsacienne Bloch NV and Culinor were conducted on arm's length terms. In addition, Monika Schüpbach has been supporting the management of Casualfood since April 2025, and Filip De Spiegeleire is actively assisting in the sale process of the Culinor Food Group. Apart from the tasks described above, no member of the Board of Directors was operationally active for the ORIOR Group. Unless otherwise stated, the members of the Board of Directors have no material business relationships with ORIOR AG or the ORIOR Group.

      Filip De Spiegeleire is of Belgian nationality, while all other members of the Board of Directors are Swiss nationals. As at 31 December 2025, the proportion of women was 33.3%, which is in line with the minimum gender representation of 30% required by law, although this law is still in the transition period.

      Overview of the current members of the Board of Directors as at 31 December 2025:

      Year

      First term

      Elected

      Name		of birth		Position		of office		until AGM
      Monika Friedli-Walser1		1965		Chairwoman and Delegate of the Board of Directors Member NCC, member ESGC2		2013		2026
      Markus Voegeli		1961		Vice Chairman of the Board of Directors Member AC		2019		2026
      Felix Burkhard		1966		Member of the Board of Directors and Lead Independent Director Chairman AC, member ESGC2		2024		2026
      Filip De Spiegeleire3		1961		Member of the Board of Directors		2025		2026
      Dr iur. Sandro Fehlmann3		1989		Member of the Board of Directors Member AC, member NCC		2025		2026
      Monika Schüpbach4		1967		Member of the Board of Directors Chairwoman ESGC2, member AC		2019		2026

      Abbreviations: Audit Committee (AC), Nomination and Compensation Committee (NCC), ESG Committee (ESGC).

      1 Since 21 May 2025 Chairwoman and Delegate of the Board of Directors.

      2 The tasks of the ESG Committee were integrated into the Audit Committee in January 2026.

      3 Member of the Board of Directors since 21 May 2025.

      3 Since 14 January 2026, also member and Chairwoman of the Nomination and Compensation Committee.

      Changes in the composition of the Board of Directors

      Filip De Spiegeleire and Dr iur. Sandro Fehlmann were newly elected to the Board of Directors at the Annual General Meeting on 21 May 2025. Monika Friedli-Walser was elected as the new Chairwoman and Delegate of the Board of Directors. Remo Brunschwiler did not stand for re-election and stepped down from the Board of Directors at the conclusion of the Annual General Meeting. In addition, Dr Patrick M. Müller resigned his mandate as a member of the Board of Directors of ORIOR AG with immediate effect on 18 December 2025 due to differing views regarding the

      management structure. In accordance with the Articles of Association, the Board of Directors appointed Monika Schüpbach as a member and Chairwoman of the Nomination and Compensation Committee on 14 January 2026 for the remainder of the term of office.

      
      
      Monika Friedli-Walser

      Chairwoman and Delegate of the Board of Directors Member of the Nomination and Compensation Committee Member of the ESG Committee

      Monika Friedli-Walser holds a master's degree in rhetoric and technical communications from the University of Michigan (USA) and other educational credentials. In the years prior to 2000, she was mainly active in the field of marketing and sales. From 2000 to 2004, she served as Chief Communication Officer and a member of the Executive Board of TDC Switzerland AG (Sunrise). From 2005 to 2009, she was Head of Communications and Human Resources as well as Deputy CEO of Swissgrid AG and, from 2006 onward, concurrently Head of Communications and Political Affairs at UCTE, the Union for the Coordination of Transmission of Electricity, in Brussels. Since 2009, she has been a partner at Waega-Group AG, Zurich, in which capacity she was CEO of the Swiss bag and accessories maker Freitag lab AG, Zurich, until January 2014. From 2014 to 2025 she acted as CEO and Delegate of the Board of Directors of de Sede AG. On 21 May 2025, Monika Friedli-Walser was elected Chairwoman and Delegate of the Board of Directors of ORIOR AG by the Annual General Meeting and has been leading the ORIOR Group as a delegate of the Board of Directors ever since.

      Other activities and functions: Monika Friedli-Walser is a partner of the Waega-Group. In addition, she is a member of the Board of Directors of Sanitas Beteiligungen AG and of Sanitas Stiftung, Zurich, and Vice Chairwoman of the Board of Directors of Zoo Zürich AG, Zurich.

      
      
      Markus Voegeli

      Vice Chairman of the Board of Directors Member of the Audit Committee

      Markus Voegeli holds a Master of Business Administration from the University of Zurich. Upon graduating, he managed controlling operations at Swissair's Department Europe 1 and in 1991 took on the position of Project Manager at Swissair Beteiligungen AG. From 1993 to 1995, he managed Gate Gourmet's international projects for strategic business development and later joined Icarus

      Consulting as a partner and deputy managing director. In 1996, he assumed the position of CFO of Nuance Global Traders in Sydney, which, at that time, operated about 60 tax- and duty-free shops in Australia and New Zealand. After overseeing its successful financial turnaround, Markus Voegeli was retained by Swissôtel Group to establish its global corporate finance organisation and manage its in-house property management company in 1998. In 2001, he joined the start-up MediCentrix AG as CFO, took over overall executive responsibility for the company two years later and guided the fast-growing company into the profit zone. From 2004, he served as CFO of Valora Management AG for approximately four years. Markus Voegeli supported the industrial company Rieter Management AG during the 2008/2009 financial crisis in financial issues and managed restructuring projects. From 2009 to 2017, he worked for Charles Vögele Trading AG, initially as CFO and from 2012 on as CEO, guiding the company through a process of restructuring, realignment and M&A. In 2018, Markus Voegeli established his own advisory company, LMV Services GmbH, with a focus on business consulting. Since July 2019, he has acted as Director Finance and Services at the Psychiatric University Hospital Zurich (PUK).

      Other activities and functions: Markus Voegeli is founder and owner of LMV Services GmbH, Küsnacht (ZH), Director Finance and Services at the Psychiatric University Hospital Zurich (PUK), Zurich, a member of the Board of Directors and Chairman of the Audit Committee of Grand Resort Bad Ragaz AG, Bad Ragaz, and a member of the Board of Directors and Chairman of the Audit Committee of Spital Bülach AG, Bülach.

      
      
      Felix Burkhard

      Member of the Board of Directors and Lead Independent Director Chairman of the Audit Committee

      Member of the ESG Committee

      Felix Burkhard holds a degree (lic. oec.) from the University of St. Gallen (HSG). He is a certified auditor and gained his financial expertise through further education in strategic finance at IMD Lausanne. He began his career in 1991 as an auditor at Revisuisse Price Waterhouse in Bern. After four years with the company, he moved to Amidro AG in Biel, where he was Head of Finance and Controlling for one year. In 1996, he joined the former Galenica Group as Head of Corporate Controlling before becoming Deputy Head of the Retail business division in 2000. In 2008 he was appointed head of the Amavita pharmacy chain, took over as director of the entire Retail business division two years later and became a member of the Executive Committee of the Galenica Group. From 2015 to 2017, he was in charge of strategic projects for the Galenica Group, and from 2017 until the end of 2024 he was Group CFO.

      Other activities and functions: Felix Burkhard is Chairman of the Board of Trustees and the Investment Committee of the Galenica Pension Fund.

      
      
      Filip De Spiegeleire

      Member of the Board of Directors

      Filip De Spiegeleire holds an MBA from the Drucker School of Management of Claremont Graduate University in Los Angeles (USA). He joined Amando NV, his own family's company specialising in fine meats, in 1987 and managed the company as its CEO from 1992 to 2000. In 1989, Filip De Spiegeleire established his own company, Culinor, a company that specialises in premium fresh convenience food, and, as a result of the increased focus on the growing market of fresh convenience food, Amando was sold in 2000. Under the leadership of its founder and CEO Filip De Spiegeleire, Culinor developed into a successful food group which is well known in the Benelux. In August 2016, Culinor Food Group became an autonomous competence centre of ORIOR, with Filip De Spiegeleire being appointed to the Executive Committee of ORIOR. He led the Culinor Food Group until the end of 2022 and has been focusing on strategic Group tasks and on his role as CEO of ORIOR Europe since 2023. From 7 November 2024 to 20 May 2025 Filip De Spiegeleire assumed the position of CEO of the ORIOR Group on an interim basis. Filip De Spiegeleire has been actively assisting in the sale process of ORIOR subsidiary Culinor Food Group since August 2025.

      Other activities and functions: Filip De Spiegeleire is the managing director of Espejo BV and in this function member of the Board of Directors of Pâtisserie Alsacienne Bloch NV, Destelbergen, Belgium, and member of the Board of Directors of Qualiphar NV, Bornem, Belgium.

      
      
      Dr iur. Sandro Fehlmann

      Member of the Board of Directors Member of the Audit Committee

      Member of the Nomination and Compensation Committee

      Sandro Fehlmann holds a doctorate in law (Dr iur. HSG) and also has a bachelor's degree in Business Administration from the University of St. Gallen (B.A. HSG). In addition, he is a licensed attorney in both Switzerland and California (USA) and holds a Master of Laws, LL.M., from Northwestern University, Chicago. Sandro Fehlmann began his career in investment banking at a major Swiss bank and as a tax consultant. In 2014, he joined Bär & Karrer, where he practised as a junior lawyer and then as an attorney for almost six years, with some interruptions (including periods as a foreign associate at Cravath, Swaine & Moore LLP, New York). He co-founded the law firm Advestra in

      2020 and has been a partner and member of the Board of Directors since then. Sandro Fehlmann specialises in capital market and corporate transactions with a particular focus on equity capital markets and regulated institutions. He is the author of numerous commentaries and expert articles as well as a speaker at seminars and training courses.

      Other activities and functions: Sandro Fehlmann is a partner and member of the Board of Directors of Advestra AG, Zurich. He is also a member of the Board of Directors of CLL Holding AG, Zurich.

      
      
      Monika Schüpbach

      Member of the Board of Directors Chairwoman of the ESG Committee Member of the Audit Committee

      Monika Schüpbach's educational background is in business and office administration, and she holds a business administration diploma accredited by the Business School Switzerland. Before joining Steigenberger Hotel Group in 1991, Monika Schüpbach held various positions in the hotel industry, such as executive assistant and reception manager in Gstaad and Adelboden. From 1991, she was the HR and Administrative Manager of the Steigenberger Hotel Gstaad-Saanen and was promoted to Deputy Managing Director four years later. In 1999, she transferred to Steigenberger Hotels AG in Zurich as Deputy Managing Director and Head of Accounting and Controlling. In 2004, she was named Commercial Director of Steigenberger Flughafen Gastronomie in Frankfurt am Main, Germany, where she was in charge of restructuring the unit's administrative operations, optimising its operating performance and overhauling its IT system. In 2005, Monika Schüpbach was named Delegate to the Board of Directors of Steigenberger Hotels AG and successfully managed the company as CEO for almost a decade. Monika Schüpbach remained on the Board of Directors of Steigenberger Hotels Aktiengesellschaft and chaired it for around two years from 2022. In 2014, she established her own consultancy, T2 Think twice Consulting by Monika Schüpbach, with a focus on strategy, process and organisational development in the hotel, food service and tourism industries. Since April 2025, Monika Schüpbach has been supporting the operational development process of the ORIOR subsidiary Casualfood.

      Other activities and functions: Monika Schüpbach is owner and CEO of T2 Think twice Consulting by Monika Schüpbach, Hirzel.

   2. Overview of Board expertise

      The Board of Directors strives for a composition of members that represents meaningful and value-adding diversity for ORIOR, in particular in terms of areas of expertise, experience and education. The importance of and commitment to balanced diversity on the Board of Directors is established as a criterion in the Company's Articles of Association. The following table gives an overview of the expertise the individual members of the Board of Directors bring to the board by virtue of their professional backgrounds and experience.

      Field of expertise Monika Friedli-Walser

      Markus Voegeli

      Felix Burkhard

      Filip De Spiegeleire

      Dr iur. Sandro Fehlmann

      Monika Schüpbach

      CEO experience X X X X X

      CFO experience/

      financial knowledge

      International experience

      Industrial experience

      (F&B production)

      X X (X)

      X X X X X X

      X

      Market knowledge (Retail/Food Service/Duty Free)

      Retail/ Retail Duty Free

      Retail/ Food Service

      Food Service

      M&A experience (X) X X X X

      Legal X

      Experience at listed companies

      X X (X)

      Digitalisation (X) X (X) (X)

      Sustainability/ESG X

      Communications/ marketing

      X (X)

      An X in brackets refers to substantive experience that was gained through intensive engagement in the corresponding area, but without formally holding a position of responsibility or having completed an educational programme in the respective field.

      • Articles of Association of ORIOR AG: orior.ch/en/articles-of-association-of-orior-ag

   3. Provisions of the Articles of Association governing other activities and functions

      According to Art. 19 Para. 1 of the Articles of Association, members of the Board of Directors may simultaneously carry out no more than four additional mandates outside the Group in the supreme managing or supervising body of other listed companies, and six such mandates at unlisted companies. To the extent a member does not reach the maximum number of mandates at listed companies, the number of mandates permitted at unlisted companies increases accordingly. Subject to approval by the Board of Directors, a member may exceed these limits for a short period of time.

      There are no limits on activities at not-for-profit entities such as associations, societies and foundations.

      A mandate shall be deemed to be any membership of the Board of Directors, the executive management or advisory board, or a comparable function under foreign law, of a company with a commercial purpose.

      Several mandates within the same group of companies and mandates performed as part of the member's position on the Board of Directors or Executive Committee or in a comparable function in a company with a commercial purpose (including in pension funds, joint ventures and legal entities in which a significant interest is held) are counted as one mandate.

      With the exception of the positions already listed under "Members of the Board of Directors", none of the directors holds any positions or exercises any activities of relevance to corporate governance in governing or supervisory bodies of an important organisation, institution or foundation under private or public law, in a permanent management or consultancy function for important interest groups or in a public or political office.

      • Articles of Association of ORIOR AG: orior.ch/en/articles-of-association-of-orior-ag

   4. Elections and organisation of the Board of Directors

      The members of the Board of Directors and the members of the Nomination and Compensation Committee are elected individually by the Annual General Meeting for a term of office of one year up to the end of the next Annual General Meeting. Re-election is permitted.

      The Chair of the Board of Directors is elected by the Annual General Meeting for a term of office of one year up to the end of the next Annual General Meeting. Re-election is permitted. If the Chair is unable to perform their duties, the Board of Directors will appoint one of its members as interim Chair for the remaining term of office. If the Chair is absent, the Vice Chair or another member of the Board of Directors will represent them.

      The Board of Directors constitutes itself subject to the provisions of the law and the Articles of Association. It appoints a Vice Chair from among its members and may designate a secretary who need not be a member of the Board of Directors.

      According to the Organisational Regulations, the Board of Directors may also appoint a Lead Independent Director from among the independent members of the Board of Directors. In any case, a Lead Independent Director must be appointed if the Board of Directors does not appoint a CEO, and the Chair of the Board of Directors takes over the chairmanship of the Executive Committee as Executive Chair of the Board of Directors ("eVRP") in addition to their duties as Chair. The Lead Independent Director ensures that the rules of good corporate governance are adhered to in the decision-making of the Board of Directors. They act as a point of contact for members of the Board of Directors to discuss matters they wish to discuss in the absence of the Chair and, if necessary, act as a point of contact for shareholders and other stakeholders with regard to issues relating to the Company's good corporate governance. The Lead Independent Director may, if necessary, convene meetings of the independent members of the Board of Directors and chair them as Chairperson, in particular for matters relating to good corporate governance and for decisions concerning the Chair and potential conflicts of interest of the Chair.

      Even for non-delegable and inalienable duties, the Board of Directors may form committees from among its members and entrust these committees or their individual members with the preparation and execution of its resolutions, the supervision of transactions and related special duties. The main role of the committees is to help the Board of Directors prepare the decision-making process, prepare resolutions and fulfil its supervisory obligations. The committees do not have the power to pass resolutions. Three specialist committees, the Audit Committee, the Nomination and Compensation Committee and the ESG Committee, are appointed by the Board of Directors as standing committees. In January 2026, for reasons of efficiency, the Board of Directors decided to integrate the tasks of the ESG Committee into the Audit Committee in order to consolidate responsibilities and strengthen leadership.

      The Board of Directors meets as often as business requires, but no less than six times a year. Between 1 January 2025 and 31 December 2025, the Board of Directors held a total of twenty ordinary and a total of two extraordinary meetings and update video calls, eleven of which were held in person and eleven via video conference. No resolution was passed by circular letter. The meetings and calls lasted three hours on average. Remo Brunschwiler missed one meeting during his term of office, Dr Patrick M. Müller missed four meetings, Filip De Spiegeleire missed three meetings, Markus Voegeli missed two meetings, and Dr iur. Sandro Fehlmann and Felix Burkhard each missed one meeting.

      Any director may ask the Chair to call a Board meeting or to add an item to the agenda. Besides the directors, the Board meetings are attended by the CEO and CFO and may, depending on the agenda items, be attended by other members of the management team. The Board of Directors has a quorum if and as long as at least the majority of its members are present. Resolutions are passed by the majority of the votes of the members present. Each member has one vote. The Chair has the casting vote.

      • Articles of Association of ORIOR AG: orior.ch/en/articles-of-association-of-orior-ag

      • Organisational Regulations of the Company: orior.ch/en/organisational-regulations-orior-ag

   5. Compensation, shareholdings and loans

      Information on the compensation and shareholdings of members of the Board of Directors and any loans extended to them are presented and explained in the Compensation Report (see p. 57 ff.).

   6. Function and powers

      The duties and responsibilities of the Board of Directors of ORIOR AG are defined by the Swiss Code of Obligations, the Articles of Association and the Organisational Regulations.

      • Articles of Association of ORIOR AG: orior.ch/en/articles-of-association-of-orior-ag

      • Organisational Regulations of the Company: orior.ch/en/organisational-regulations-orior-ag

        The Board of Directors is, subject to the duties and powers of the Annual General Meeting, the Company's supreme management body. The Board of Directors is furthermore responsible for the ultimate supervision of the Company. The Board of Directors has the power to perform all acts that the business purpose of the Company may entail. The Board of Directors is authorised to pass resolutions on all matters that are not reserved to another corporate body by law or by the Company's Articles of Association.

        According to Art. 18 of the Company's Articles of Association, the Board of Directors has, in particular, the following non-delegable and inalienable duties:

        Articles of

        Association Regulation

        Art. 18 Para. 1 No. 1 Ultimate management of the Company and issuance of the necessary directives. Art. 18 Para. 1 No. 2 Establishment of the organisation.

        Art. 18 Para. 1 No. 3 Structuring of the accounting system, of the financial controls and of the financial planning.

        Art. 18 Para. 1 No. 4 Appointment and removal of the persons entrusted with the management, and assignment of signing authority; in determining the composition of the Executive Committee, the Board of Directors strives for a high level of diversity, particularly in terms of the skills and experience of its members.

        Art. 18 Para. 1 No. 5 Ultimate supervision of the persons entrusted with the management, in particular, in view of compliance with the law, the Articles of Association, regulations and directives.

        Art. 18 Para. 1 No. 6 Approval of the business strategy designed to create long-term sustainable value - which includes the sustainability strategy - and overseeing its implementation.

        Art. 18 Para. 1 No. 7 Preparing the Annual Report, the Compensation Report and the report on non-financial matters, as well as preparing the Annual General Meeting and implementing its resolutions.

        Art. 18 Para. 1 No. 8 Passing of resolutions regarding the subsequent payment of capital with respect to not fully paid-in shares, and amendment of the Articles of Association to that etfect.

        Art. 18 Para. 1 No. 9 Passing resolutions regarding capital increases or decreases, to the extent that they are in the power of the Board of Directors (Art. 653s CO), recording capital increases, preparing the capital increase report, and amending the Articles of Association to that etfect.

        Art. 18 Para. 1 No. 10 Non-delegable and inalienable duties and powers of the Board of Directors pursuant to the Merger Act and other laws.

        Art. 18 Para. 1 No. 11 Filing of an application for a debt restructuring moratorium and notifying the court in the event of over-indebtedness.

      • Articles of Association of ORIOR AG: orior.ch/en/articles-of-association-of-orior-ag

        According to Art. 3.4 of the Organisational Regulations, the Board also has the following exclusive powers and duties:

        Organisational

        Regulations Regulation

        Art. 3.4.11 Approval of the business strategy, passing of resolutions on the commencement of new and cessation of existing business activities, as well as approval and adoption of the Company's budget.

        Art. 3.4.12 Approval of the sustainability strategy and the sustainability goals defined therein, as well as the ongoing in-depth examination of sustainability matters.

        Art. 3.4.13 Approval of transactions that the CEO or the Executive Committee, in accordance with the rules on the division of powers issued by the Board of Directors, has to submit to the Board of Directors or voluntarily submits to the Board of Directors.

        Art. 3.4.14 Adoption and any amendment or modification of any employee incentive programme, such as share schemes, stock option plans and restricted stock purchase agreements.

        Art. 3.4.15 Issuing bonds (including bonds with warrants and options) or other financial market instruments.

        Art. 3.4.16 Decisions on entering into any financial commitments or contingent liabilities exceeding CHF 2 million that are not within the budget approved by the Board of Directors.

        Art. 3.4.17 The recurring assessment of the working methods, quality and composition of the Board of Directors as part of a self-evaluation, as well as determining any measures that should be initiated.

        Art. 3.4.18 Approval of the Code of Conduct of the ORIOR Group, as proposed by the Executive Committee.

        To the extent allowed by law, and subject to the powers reserved to the Board of Directors by the Articles of Association and the Organisational Regulations, the Board of Directors delegates the entire management of the Company's operational business to the Executive Committee.

        As detailed in Art. 3.5 of the Company's Organisational Regulations, the Board of Directors has delegated certain duties to the Chair of the Board of Directors. The Chair of the Board of Directors convenes and chairs Board meetings and Annual General Meetings. They also represent the Board of Directors in dealings with the public, the authorities and shareholders. The Chair ensures that all directors are informed in a timely and sufficient manner. They also monitor the implementation of resolutions adopted by the Board.

        In the case of exceptional, very urgent events, the Chair is authorised and obliged to order immediate measures even if they are within the competence of the Board of Directors as a whole. The Board of Directors must be informed of any such action as soon as possible and then appropriately involved in the decision-making process.

      • Organisational Regulations of the Company: orior.ch/en/organisational-regulations-orior-ag

      • Code of Conduct of ORIOR AG: orior.ch/en/code-of-conduct

   7. Board self-evaluation

      ORIOR promotes ongoing and continuous improvement. A time window is scheduled after the formal close of every Board meeting to discuss the potential for optimisation and engage in reflective learning, and appropriate action is then initiated. In addition, the Board of Directors evaluates, analyses, and discusses the Board's method of operation, quality (effectiveness) and composition once per term of office within the scope of a self-evaluation. This evaluation covers the performance of the individual Board members and committee as well as the performance of the entire Board.

      The Board of Directors' self-evaluation for the current term of office focused on the efficiency and effectiveness of the Board of Directors and its committees.

   8. Audit Committee

      The Audit Committee is a standing committee pursuant to Art. 4.1 of the Organisational Regulations that is formally appointed by the Board of Directors. Its main role is to help the Board of Directors fulfil its supervisory obligations to the extent that this concerns the integrity of the financial statements, compliance with legal and regulatory guidelines, the performance of the internal control system and appraisal of the performance of the internal and external auditors.

      The Audit Committee consists of at least three members of the Board of Directors. The Board of Directors appoints the members of the Audit Committee and its Chair for a term of one year from among independent members of the Board of Directors who are not involved in the operational management of the Company. At least one of the members of the Committee possesses relevant, up-to-date knowledge of accounting and financial matters (Financial Expert). As at 31 December 2025, the Audit Committee consisted of Felix Burkhard (Chairman, Financial Expert), Markus Voegeli (Financial Expert), Dr iur. Sandro Fehlmann and Monika Schüpbach. Sacha D. Gerber, CFO ORIOR Group, attended the meetings without voting rights.

      The updated duties and responsibilities of the Audit Committee are listed in the Company's Organisational Regulations and in the Audit Committee Charter and can be viewed on the website under the following links:

      • Organisational Regulations of the Company: orior.ch/en/organisational-regulations-orior-ag

      • Audit Committee Charter: orior.ch/en/committees-of-the-board-of-directors

      The Committee holds at least four regular meetings a year. It can convene additional meetings at its discretion. Between 1 January 2025 and 31 December 2025, the Audit Committee held seven ordinary and three extraordinary meetings, five of which were held in person and five via video conference. The meetings lasted one hour and forty-five minutes on average. Monika Schüpbach missed one meeting. Apart from that, all members were in attendance at all meetings. The external auditors attended five meetings of the Audit Committee in 2025, and the internal auditors attended one meeting of the Audit Committee in 2025.

   9. Nomination and Compensation Committee

      The Nomination and Compensation Committee is a standing committee pursuant to Art. 4.2 of the Organisational Regulations that is formally appointed by the Board of Directors. Its main role is to help the Board of Directors prepare decision-making processes, prepare resolutions, and fulfil its supervisory obligations. In terms of its organisation and duties, the Committee meets all the requirements of a compensation committee as defined in Art. 733 Swiss CO and Art. 23 of the Company's Articles of Association.

      The Nomination and Compensation Committee is comprised of at least three members of the Board of Directors. They are elected individually by the shareholders for a one-year term of office lasting up to the end of the next Annual General Meeting. The majority of members must be independent and non-executive. The Board of Directors appoints the Chairperson from among its members. As at 31 December 2025, the Nomination and Compensation Committee consisted of Monika Friedli-Walser and Dr iur. Sandro Fehlmann. Dr Patrick M. Müller stepped down from the Board of Directors as of 18 December 2025. In accordance with the Articles of Association, the Board of Directors appointed Monika Schüpbach as a member and chair of the Nomination and Compensation Committee on 14 January 2026 for the remainder of the term of office.

      The duties and responsibilities of the Nomination and Compensation Committee are listed in the Company's Organisational Regulations and in the Nomination and Compensation Committee Charter and can be viewed on the website under the following links:

      • Articles of Association of ORIOR AG: orior.ch/en/articles-of-association-of-orior-ag

      • Nomination and Compensation Committee Charter: orior.ch/en/committees-of-the-board-of-directors

      The Nomination and Compensation Committee meets at least twice a year at regular meetings as requested by the Chair. The Chairperson may convene additional meetings at their own discretion. Three ordinary Nomination and Compensation Committee meetings were held in person between 1 January 2025 and 31 December 2025. The meetings lasted on average one hour and thirty minutes. Remo Brunschwiler and Monika Friedli-Walser missed one meeting each. Apart from that, all members were in attendance at all meetings. In addition, the CEO a.i., Filip De Spiegeleire, attended the meetings without voting rights until 21 May 2025.

   10. ESG Committee

       The ESG Committee is a standing committee according to Art. 4.3 of the Organisational Regulations, formally appointed by the Board of Directors. Its main task is to support the Board of Directors in the preparation of decision-making processes and resolutions as well as in the fulfilment of its responsibility and supervisory duty in environmental, social and governance issues. This committee was appointed by the Board of Directors to address the importance and relevance of ESG issues in a focused manner.

       As a rule, the ESG Committee consists of at least three members of the Board of Directors. The members must in principle have profound, relevant knowledge and/or significant experience with regard to ESG issues. The Board of Directors appoints the members of the Committee and its Chairperson for a term of one year. As at 31 December 2025, the ESG Committee consisted of Monika Schüpbach (Chairwoman), Monika Friedli-Walser and Felix Burkhard.

       The duties and responsibilities of the ESG Committee are set out in the Organisational Regulations of the Company and the ESG Committee Charter, respectively in the Audit Committee Charter since January 2026, and can be found on the website using the following links:

       • Organisational Regulations of the Company: orior.ch/en/organisational-regulations-orior-ag

       • Audit Committee Charter: orior.ch/en/committees-of-the-board-of-directors

       The ESG Committee holds at least four regular meetings per year. It may schedule additional meetings at its discretion. Between 1 January 2025 and 31 December 2025, the ESG Committee held four meetings. The average duration of the meetings was one hour and thirty minutes. Remo Brunschwiler attended one meeting during his term of office; apart from that, all members attended all meetings during their term of office. Milena Mathiuet, Chief Corporate Affairs Officer, attended three meetings without voting rights, and Cornelia Wicki, Corporate Sustainability Manager, attended one meeting without voting rights.

       In January 2026, for reasons of efficiency, the Board of Directors decided to integrate the tasks of the ESG Committee into the Audit Committee in order to consolidate responsibilities and strengthen leadership.

   11. Division of powers and responsibilities between the Board of Directors and the Executive Committee

       The Board of Directors bears ultimate responsibility for the business activities and affairs of the Company and the Group. The Board of Directors has delegated responsibility for the operational management of the Company to the Executive Committee within the limits imposed by law and in accordance with the Company's Organisational Regulations. The CEO chairs the Executive Committee and is authorised to issue instructions to the other members. The members of the Executive Committee conduct their day-to-day business on their own initiative within the framework of the corporate strategy, corporate targets and budgetary targets approved by the Board of Directors.

       The demarcation lines between the responsibilities of the Board of Directors and the Executive Committee have been laid down in the Organisational Regulations of ORIOR AG.

       • Articles of Association of ORIOR AG: orior.ch/en/articles-of-association-of-orior-ag

       • Organisational Regulations of the Company: orior.ch/en/organisational-regulations-orior-ag

   12. Reporting and control instruments in dealings with the Executive Committee

       At each meeting of the Board of Directors, the CEO reports on the general course of business, any deviations from budget and significant business occurrences.

       During the periods between meetings, the members of the Board of Directors receive monthly written reports on the general course of business and the Company's financial situation. These monthly reports contain up-to-date information on the course of business and detailed comments on the results of the Group, the individual segments and the competence centres. They also contain information on the Company's share price and developments relating to shareholder structure.

       Once a year the Board of Directors holds a strategy workshop that lasts approximately two days to review strategic goals, risk management policy and the medium-range forward planning for the following three years, among other matters. In this context, the Board of Directors is directly informed about ongoing strategic and operational projects and the results achieved. In addition to the above-mentioned three-year plan, the Board of Directors also receives projections of the expected annual results on a rolling basis, at minimum twice a year.

       Unless the Chairperson of the Board of Directors is acting at the same time as Chair of the Executive Committee, the Chairperson of the Board of Directors maintains close contact with the CEO. The course of business and all major issues of corporate relevance are discussed at regular meetings scheduled at least twice a month. Each member of the Board of Directors can request information on the course of the Company's business from persons entrusted with the management of the Company. Any exceptional incidents must be reported to the members of the Board of Directors either by the CEO or the Chair of the relevant committee without delay.

   13. Risk management

       The risk management system implemented by ORIOR for the Group as well as all business units serves as a forward-looking management tool and will ensure the Company's future viability. All key parameters and principles of risk management at ORIOR are laid down in a binding set of internal rules.

       Ultimate responsibility for ORIOR's risk management rests with the Board of Directors. The Board works to ensure a clear organisational structure and effective measures and processes so that risk management can be carried out effectively. It also lays out the framework for the type and amount of risks that ORIOR is prepared to take on. The Board of Directors is informed periodically (at least once a year) about the current risks, status of risk management, and quality of the company's risk management. Risk monitoring and implementation controls are the responsibility of the Group CEO

       and the Group CFO. They appoint a chief risk manager at Group level and also define the additional organisational structure of responsibilities. The risk management system in place comprises three main areas: risk management for the business units, risk management for Group issues (Finance, IT, HR, ESG) and the consolidated Group overview.

       The annual risk identification carried out by the individual subsidiaries provides a starting point, with the main risks being assessed and evaluated in terms of probability of occurrence and extent of damage or losses. At the same time and based on these findings, the main risks are identified and assessed at Group level. The assessment takes place in four steps, both for the probability of occurrence and for the extent of damage or losses. The intensity of risk management and risk reduction measures are then determined on the basis of the resulting risk matrix.

       The findings from the annual risk analysis are summarised in a comprehensive report, which also includes measures to minimise and/or manage all risks that exceed the risk tolerance limit. The annual risk report is discussed by the Audit Committee and subsequently approved by the Board of Directors.

       In addition to this annual risk assessment, active risk management is an integral part of the planning cycles at the ORIOR competence centres. This is particularly crucial for monitoring existing risks as well as new risks that may arise during the year. Examples of this in the past include the sudden emergence of new risks related to the coronavirus pandemic, energy shortages and global unrest. In the reporting year, increased attention was paid to the debt situation and financing, IT security, the competitive situation and operating facilities.

   14. Internal Control System

       The Internal Control System (ICS) is continuously being expanded and improved. The ICS contributes to the ongoing improvement of ORIOR's business activities and is designed to ensure that the necessary procedures and tools for identifying and controlling risk are in place. It fulfils Swiss legal requirements and is adequate for the needs of a group of ORIOR's size.

       The ORIOR Group's ICS is based on the COSO framework. Besides the controls for ensuring adherence to strategic and operating targets as well as regulatory compliance, the main priorities of the ICS are to monitor risks in connection with the financial reporting activities of all Group companies.

       The external auditors perform appropriate test procedures to ascertain whether an ICS exists, which they must confirm in their audit report. In addition, the effectiveness of the ICS and compliance therewith are reviewed on a regular basis by internal auditors.

   15. Internal auditing

       The internal auditors support the Board of Directors in fulfilling its tasks of control and supervision, particularly within the Group's subsidiaries. The internal auditors provide an independent and objective auditing and consultancy service aimed at creating added value and improving business processes. Internal auditing supports the Company in the achievement of its aims by using a systematic and targeted approach to evaluating the effectiveness of risk management, controls and management and supervision processes, and helping to improve these.

       The tasks of internal auditing include the following activities:

       • Auditing and assessing the appropriateness and effectiveness of planned and existing internal controls;

       • Supporting the exchange of best practices and know-how within the organisation;

       • Verifying the reliability and integrity of ORIOR's financial and operational information, including the ways and means for the identification, measurement, classification and reporting of such information;

       • Verifying the systems established by management to ensure adherence to guidelines, workflows, laws and statutory regulations that may have a significant influence on operations or on compliance;

       • Checking and assessing the economic and efficient use of resources;

       • Checking work processes and projects to ensure that specified targets are achieved and that work processes and projects are executed as planned.

       The internal auditors are functionally independent and have no competence to issue instructions or make decisions in regard to any part of the Company being audited. They report directly to the Audit Committee. Administratively, the internal auditors are managed by the Executive Committee. Both internal and external resources can be used to carry out their tasks.

       In cooperation with the Audit Committee, the internal auditors draw up a strategic audit plan at regular intervals, which is presented to the Board of Directors for approval. On the basis of this multi-year plan, an operational audit plan is devised by the internal auditors, setting out in detail the planned audits to be carried out over the following year. This plan is presented to the Audit Committee for approval. In addition, the Board of Directors can issue special instructions to the internal auditors. In the reporting year, the focus was on various detailed analyses in connection with the extraordinary adjustments for the 2024 financial year.

       Following each completed audit, the internal auditors draft a written audit report. In addition to the findings and recommendations of the internal auditors, this report contains input from management stating the planned measures in response to the findings of the report and the period of time required for the completion of these measures. The Executive Committee verifies the implementation of the defined measures and keeps the Audit Committee informed on an ongoing basis.

       PricewaterhouseCoopers (PwC) was awarded the internal audit mandate for ORIOR from 2011 to 2023. At the Annual General Meeting on 23 May 2024, PwC was elected for the first time as ORIOR's new Company auditors. As a result, the internal audit mandate was transferred to KPMG Zurich. During the reporting year, the internal auditors did not attend any meetings of the Board of Directors, but did attend one meeting of the Audit Committee. In addition, a number of working meetings were held, in which the internal auditors occasionally took part. The external auditors are provided with information about the audit plan and the auditing activities of the internal auditors and have access to the reports of the internal auditors.

4. Executive Committee

   The Executive Committee is responsible for the operational management of ORIOR and for all affairs which do not lie within the responsibility of the Board of Directors or another body according to the law, the Articles of Association and the Organisational Regulations. The delegation of duties and responsibilities by the Executive Committee to third parties or subordinate bodies is permitted. Ultimate responsibility for all Executive Committee tasks pursuant to the Organisational Regulations of ORIOR AG and the related decision-making authority rest with the CEO and the Executive Committee. The CEO issues the necessary regulations and arranges appropriate measures as required. To broaden the Company's leadership base and ensure the seamless cascading of information, geographically and/or thematically organised management committees have been formed to address overarching management tasks.

   The Board of Directors is responsible for ensuring that the composition of the Executive Committee, taken as a whole, represents a diversity that is appropriate and adds value to ORIOR, particularly in terms of expertise, experience and education.

   • Articles of Association of ORIOR AG: orior.ch/en/articles-of-association-of-orior-ag

   • Organisational Regulations of the Company: orior.ch/en/organisational-regulations-orior-ag

   1. Members of the Executive Committee

      The members of the Executive Committee are appointed by the Board of Directors upon recommendation by the CEO and a corresponding recommendation by the Nomination and Compensation Committee. There were three operationally active persons on the Executive Committee as at 31 December 2025. As at 31 December 2025, the proportion of women was 66.6%, which is in line with the gender representation of at least 20% provided by law, although this law is still in the transition period.

      The following table provides an overview of the members of the Executive Committee as at 31 December 2025:

      Year of Year of

      Name		birth		Nationality		Function		appointment
      Monika Friedli-Walser1		1965		Swiss		Chairwoman and Delegate of the Board of Directors		2025
      Sacha D. Gerber		1975		Swiss		CFO ORIOR Group		2024
      Milena Mathiuet2		1981		Swiss		Chief Corporate Atfairs Officer ORIOR Group		2022

      1 Member of the Board of Directors since 2013; Chairwoman and Delegate of the Board of Directors of ORIOR AG since 21 May 2025.

      2 Resignation from the Executive Committee as of 6 January 2026.

      Changes in the Executive Committee

      Filip De Spiegeleire stepped down as interim CEO of the ORIOR Group on 21 May 2025 and transferred leadership of the Group to Monika Friedli-Walser, newly elected Chairwoman and Delegate of the Board of Directors. Andreas Lindner, former CFO of the ORIOR Group, left the Company at the end of January 2025. Max Dreussi, CEO of the Convenience segment, has not been involved in ORIOR's operating activities since End of May 2025 and consequently left the Executive Committee. Milena Mathiuet, Chief Corporate Affairs Officer, stepped down from the Executive Committee on 6 Jauary 2026. She will continue to support ORIOR throughout the reporting and AGM period and will leave the Group thereafter.

      
      
      ‌Monika Friedli-Walser

      Chairwoman and Delegate of the Board of Directors Member of the Nomination and Compensation Committee Member of the ESG Committee

      Monika Friedli-Walser holds a master's degree in rhetoric and technical communications from the University of Michigan (USA) and other educational credentials. In the years prior to 2000, she was mainly active in the field of marketing and sales. From 2000 to 2004, she served as Chief Communication Officer and a member of the Executive Board of TDC Switzerland AG (Sunrise). From 2005 to 2009, she was Head of Communications and Human Resources as well as Deputy CEO of Swissgrid AG and, from 2006 onward, concurrently Head of Communications and Political Affairs at UCTE, the Union for the Coordination of Transmission of Electricity, in Brussels. Since 2009, she has been a partner at Waega-Group AG, Zurich, in which capacity she was CEO of the Swiss bag and accessories maker Freitag lab AG, Zurich, until January 2014. From 2014 to 2025 she acted as CEO and Delegate of the Board of Directors of de Sede AG. On 21 May 2025, Monika Friedli-Walser was elected Chairwoman and Delegate of the Board of Directors of ORIOR AG by the Annual General Meeting and has been leading the ORIOR Group as a delegate of the Board of Directors ever since.

      Other activities and functions: Monika Friedli-Walser is a partner of the Waega-Group. In addition, she is a member of the Board of Directors of Sanitas Beteiligungen AG and of Sanitas Stiftung, Zurich, and Vice Chairwoman of the Board of Directors of Zoo Zürich AG, Zurich.

      
      
      Sacha D. Gerber

      CFO ORIOR Group

      Sacha D. Gerber holds an International Executive MBA HSG in General Management from the University of St. Gallen. He began his professional career in 2000 as a recovery manager at Credit Suisse. After two years, Sacha D. Gerber moved to the Swatch Group, where he held various finance roles before being appointed CFO of various production units in 2007. From 2010, he was CFO of the Hero Group for eight years. In addition to his role as CFO, Sacha D. Gerber managed the entire supply chain of Hero Switzerland as COO from 2013 and also assumed commercial responsibility for the Foodservice business unit from 2016. In 2018, he spent five years as CFO of

      the Calida Group, where he was responsible for Finance, Controlling, Reporting, Treasury, Legal, Tax and Investor Relations. In June 2023, he moved to the Emmi Group as CFO. In August 2024, the Board of Directors of ORIOR AG appointed Sacha D. Gerber as the new CFO and member of the Executive Committee of the ORIOR Group. Since 1 November 2024, he has been a member of the Executive Committee, and as of 11 November, responsible for the financial management of the ORIOR Group.

      Other activities and functions: none.

      
      
      Milena Mathiuet

      Chief Corporate Affairs Officer ORIOR Group

      Milena Mathiuet holds a Master of Science in Business Administration from the St. Gallen University of Applied Sciences as well as a Master of Advanced Studies in Business Law from the Swiss Distance University of Applied Science. She began her professional career at various hotels and restaurants in Switzerland and Asia after obtaining a Swiss Federal Diploma of Higher Education in Hospitality Management (Hôtelière-Restauratrice HF). Milena Mathiuet joined the ORIOR Group as Executive Assistant to the Group CEO in 2007, a position that included responsibility for Group-level communications projects, including in connection with the Company's subsequent IPO. In 2012, she assumed responsibility for Group Investor Relations as well as for M&A from 2014. Following a general reassignment of management tasks in 2016, she was appointed Head of Corporate Communications and Investor Relations with responsibility for all communications at Group level as well as Group-level issues such as sustainability, corporate governance, and various legal affairs. Her growing responsibilities were subsequently subsumed into her new role as Chief Corporate Affairs Officer. Milena Mathiuet has been a member of the Extended Executive Committee of ORIOR Group since 2019 and is actively involved in the preparation of strategic topics as well as in the implementation and enforcement of compliance and disclosure requirements and procedures. The Board of Directors appointed Milena Mathiuet to the Executive Committee of the ORIOR Group, effective 1 September 2022. Milena Mathiuet resigned from the Executive Committee on 6 Jauary 2026. She will remain with ORIOR through the reporting and AGM season and will then leave the Company.

      Other activities and functions: none.

   2. Regulations in the Articles of Association for additional activities and vested interests

      According to Art. 19 Para. 2 of the Articles of Association and subject to approval by the Board of Directors, members of the Executive Committee may simultaneously carry out no more than one additional mandate outside the Group in a listed company and two additional mandates in unlisted companies. A member may exceed these limits for a short period of time. There are no limits on activities at not-for-profit entities such as associations, societies and foundations. A mandate shall be deemed to be any membership on the Board of Directors, on the executive management or on the advisory board, or a comparable function under foreign law, of a company with a commercial purpose. Several mandates within the same group of companies and mandates performed as part of the member's position on the Board of Directors or Executive Committee or in a comparable function in a company with a commercial purpose (including in pension funds, joint ventures and legal entities in which a significant interest is held) are counted as one mandate.

      With the exception of the positions already listed under "Members of the Executive Committee", none of the Executive Committee members holds any positions relevant to corporate governance in governing or supervisory bodies of an important organisation, institution or foundation under private or public law, in a permanent management or consultancy function for important interest groups or in a public or political office.

      • Articles of Association of ORIOR AG: orior.ch/en/articles-of-association-of-orior-ag

   3. Management contracts

      There are no management contracts.

   4. Compensation, shareholdings and loans

Information on the compensation and shareholdings of members of the Executive Committee and any loans extended to them is presented and explained in the Compensation Report (from p. 62).