31.03.2026 Annual Report 2025

ANNUAL REPORT

KEY FIGURES AT GLANCE

CONTENTS

2 LETTER TO SHAREHOLDERS

5 MANAGEMENT REPORT

5 Business performance

6 The financial situation of Valartis Group

6 Employees of Valartis Group

6 Carrying out a risk assessment

6 Business development

7 Balance sheet

7 Significant events

7 Outlook

9 STRATEGY AND OBJECTIVES

12 CORPORATE SUSTAINABILITY

15 RISK MANAGEMENT OF VALARTIS GROUP

16 CORPORATE GOVERNANCE

26 COMPENSATION REPORT

26 Foreword by the Chairman of the Compensation Committee

27 Compensation Committee: Organisation, Tasks and Responsibilities

27 Compensation principles for the Board of Directors, the Executive Management and employees

28 Determination of the compensation

28 Compensation of the Board of Directors

31 Compensation of Executive Management

31 Compensation of Employees

31 Long Term Incentive Programme

32 Overview: Loans, shares and options held by members of the Board of Directors and Executive Management

34 Auditor's Report on the Compensation Report

37 VALARTIS GROUP CONSOLIDATED FINANCIAL STATEMENTS

38 Consolidated income statement

39 Consolidated statement of comprehensive income

40 Consolidated statement of financial position

42 Consolidated statement of changes in equity

44 Consolidated cash flow statement

47 Notes to the consolidated financial statements

108 Auditor's Report on the consolidated financial statements

114 FINANCIAL STATEMENTS VALARTIS GROUP AG

1. Income statement of Valartis Group AG

2. Statement of financial position of Valartis Group AG

3. Notes to the financial statements

1. Proposal of the Board of Directors to the General Meeting of Shareholders

2. Statutory Auditor's Report on the financial statements

1. Valartis Group AG registered share

2. Addresses and imprint

TO OUR SHAREHOLDERS

Dear Shareholders

Gustav Stenbolt,

Chairman and Delegate of the Board of Directors

Valartis Group maintained a solid operational performance throughout 2025. According to International Financial Reporting Standards ("IFRS"), Valartis Group reported a net gain of CHF 7.4 million (previous year: net gain of CHF 8.1 million). Net operating income totalled CHF 15.5 million (previous year: CHF 18.2 million) and was supported by robust growth in the income from investment property, which balanced lower contributions from management services and associated companies compared to the previous year. Administrative expenses remained broadly stable at CHF 8.3 million in line with previous year. Fair value adjustments included a net impairment effect of CHF 5.3 million in relation to the investment portfolio items. As a result, the earnings before interest and taxes ("EBIT") were a gain of CHF 1.6 million compared to gain of CHF 9.5 million during previous year. EBIT was further supported by a net finance result of CHF 6.9 million, which included a favourable foreign exchange gain, leading to a net profit of CHF 7.4 million compared with CHF 8.1 million in the previous year. External debts were reduced by 53 per cent or CHF

21.4 million by end of 2025 reflecting a strengthened balance sheet position.

ACTIVITIES IN 2025

In the shipping sector, daily charter rates remained steady in the multipurpose segment and continued to trend upward in the container ship segment, resulting in a gradual and positive impact on the profitability of our joint-venture companies. The sustained growth in demand for versatile and efficient ships, capable of handling a wide variety of cargo types, underscores a robust and resilient market environment. During the first half of 2025, the Group acquired a 50 per cent stake in a second-hand heavy-lift multipurpose vessel. Additionally, in October 2025, the container feeder ship joint-venture company capitalised on a favourable market opportunity by disposing of its main asset. Proceeds from the disposal have been subsequently reinvested in another joint-venture company that holds a container feeder

ship, financed on more favourable terms. In parallel, the Group continued to invest in the construction of a new mid-size multipurpose vessel, which has been delivered mid-March 2026. These strategic investments position the Group to capture favourable returns, supported by the ongoing and increasing global need for adaptable and reliable maritime logistics solutions. Together, the profitability of these investments amounted to CHF 6.3 million for the current year.

In 2025, the associated company Norinvest Holding (Banque Cramer & Cie SA) maintained its position in the private banking sector, although profitability was below the strong prior-year level. The result was impacted by a less favourable interest rate environment and higher operating costs, which weighed on the banking activity. Despite this, the company continued its dividend distribution strategy and paid a dividend of CHF 1.0 million to the Group for the year under review. Norinvest remains committed to its dividend policy and confirms its position as an established Swiss private bank with offices in Geneva, Zurich, Lugano and Dubai.

On real estate management side, in 2025, the European real estate market entered a period of stabilisation. After two years of limited activity, more predictable interest rates, better liquidity and improving investor confidence created a healthier environment for new investments. With these improved conditions, EPH European Property Holdings PLC is actively reviewing attractive purchase opportunities across established European markets. Valartis supports this process through focused market screening, the identification of high quality office and hotel assets with long term potential and transaction execution. The redevelopment of the historic Hôtel des Trois Couronnes in Vevey also made progress during the year. The planning phase centres on preparing the submission of the building permit applications. Valartis continues to work closely with architects, planners and specialists to ensure the project meets high standards of quality, sustainability and heritage protection. In the ESG area, sustainability remains an important strategic focus and EPH can concentrated on practical measures that improve energy efficiency, reduce emissions and increase transparency across the portfolio. Valartis Group is providing support for company's transactions, real estate asset refinancing, development of its capital structures, property administration and investor relations. Valartis Group has been involved in different capacities with EPH since its inception in 2003.

As for ENR, the Petrovsky Fort business centre is performing well and office and retail premise vacancies have been reduced from 4 to 2.4 per cent year-on-year. Office tenants and visitors benefit from convenience grocery shopping at a supermarket in the building, and a range of other serviced focussed tenants, including beauty businesses and coffee shops. Regular ongoing improvements and capex programmes continue.

The Kaluga flower production facility produces high-quality locally grown flowers and supplies a large retail, wholesale and smaller customer base on a regular basis. Changes in the macro environment led to increased operational and funding costs (higher labour and gas costs as well as retraction of government

funding for small and midsized agri-businesses). These factors impacted the business negatively and steps have been taken to improve profitability and cash flows, focus on core flower programmes (roses and annual tulip programmes) and implement cost reductions.

In 2025, the Group successfully finalised a buy-out solution for the Petrovksy Fort mortgage of CHF 11.7 million originally drawn to finance the investment property, building on the collaborative efforts with the lending bank. This agreement enabled the full settlement of the loan and the recognition of a gain of CHF 6.3 million. The transaction extinguished the liability from the balance sheet, optimised the debt structure and reinforced prudent financial management.

Finally, the Group acquired the remaining minority shares in ENR through a squeeze-out procedure to conclude the tender offer and the going private of last year.

As initiator, investor as well as investment advisor, Valartis Group advises the Luxembourg based Valartis German Residential Health Care fund. In 2025, the Group provided support to the fund during the disposal of one of its properties.

VALARTIS GROUP TODAY

The business model continues to be based on our core competencies i.e. financial services, real estate management and value-added investments. We continue to look for new or add-on investments, particularly if they will increase our cash flows. Our main focus industries remain financial services and real estate projects, but we will also consider opportunities in other industries. At the end of 2025, Valartis Group employed 40 people (35.5 Full-Time Equivalents ("FTE") across the Group - previous year: 37 employees (36.1 FTE).

FUTURE DEVELOPMENTS

The Valartis Group continues to focus on successfully developing existing and new profitable, cash-producing activities. In 2026, the Group will prioritise investments in the shipping sector, including the acquisition of a cargo feeder ship and the completion of a new multipurpose vessel. The Group will assess further investment opportunities in the same sector or in real estate projects. The business activities of ENR including management of the Group's investment property and flower production facility will remain a challenge in the context of the latest developments in the global economy as well as the sanctions environment with activity restrictions and capital controls. The Group will continue to work closely with EPH European Property Holdings PLC by strengthening its local asset management teams who overseas the operational aspect of EPH's properties in Austria, Germany and Switzerland. On the banking side, we expect Norinvest/Banque Cramer & Cie to sustain its performance in 2026 at more moderate levels than in prior years amid prevailing operating business conditions.

TODAY AND TOMORROWʼS PRIORITIES

The 2026 financial year will continue to present us with challenges and opportunities. A key success factor in our businesses continues to be the rapid and successful development of new profitable and cash generative activities, the further development of existing projects as well as the launch of innovative investment products and services.

THANK YOU

We would like to take this opportunity to express our special appreciation and gratitude to our employees and our clients for their continued loyalty. We thank the shareholders of Valartis Group AG for their loyalty and understanding. We are confident that Valartis Group is well prepared for future challenges and sustained corporate success.

Fribourg, Switzerland, 30 March 2026

Gustav Stenbolt, Chairman and Delegate of the Board of Directors

MANAGEMENT REPORT

BUSINESS PERFORMANCE

Valartis Group delivered a solid operational performance throughout 2025. Under International Financial Reporting Standards (IFRS), the Group reported a net profit of CHF 7.4 million (2024: CHF 8.1 million). Net operating income totalled CHF 15.5 million (2024: CHF 18.2 million), underpinned by robust growth in investment property income, which offset lower contributions from management services and associated companies relative to the prior year. Administrative expenses remained stable at CHF 8.3 million, in line with 2024 levels. Fair value adjustments reflected a net impairment of CHF 5.3 million on investment portfolio items. As a result, the earnings before interest and taxes ("EBIT") were a gain of CHF

1.6 million compared to gain of CHF 9.5 million during previous

year. EBIT was further supported by a net finance result of CHF 6.9 million, which included a favourable foreign exchange gain, leading to a net profit of CHF 7.4 million compared with CHF 8.1 million in the previous year. External debts were reduced by 53 per cent, or CHF 21.4 million, by the end of 2025, reflecting a strengthened balance sheet position.

In the shipping sector, daily charter rates remained stable in the multipurpose segment and continued to rise in the container ship segment, delivering a gradual positive effect on the profitability of our joint-venture companies. Sustained demand for versatile and efficient vessels capable of handling diverse cargo types highlighted a robust and resilient market. During the first half of 2025, the Group acquired a 50 per cent stake in a second-hand heavy-lift multipurpose vessel. In addition, in October 2025, the cargo feeder ship joint-venture company capitalised on a favourable market opportunity by disposing of its principal asset, with proceeds reinvested in another joint-venture company holding a cargo feeder ship financed on improved terms. In parallel, the Group continued to invest in the construction of a new mid-size multipurpose vessel, which has been delivered mid-March 2026. These strategic investments position the Group to capture favourable returns, supported by the ongoing and increasing global need for adaptable and reliable maritime logistics solutions. In aggregate, these investments generated profitability of CHF 6.3 million in 2025.

The associated company Norinvest Holding (Banque Cramer & Cie SA) maintained its position in the private banking sector, although profitability fell short of the prior year's strong performance. This reflected a less favourable interest rate environment and elevated operating costs impacting banking activities. The company paid a dividend of CHF 1.0 million to the Group for the year. Norinvest confirms its standing as an established Swiss private bank with offices in Geneva, Zurich, Lugano and Dubai.

The Petrovsky Fort investment property is performing well and office and retail premise vacancies has been reduced from 4 to 2.4 per cent year-on-year. Office tenants and visitors benefit from convenience grocery shopping at a supermarket in the building, and a range of other serviced focussed tenants, including beauty businesses and coffee shops. Regular ongoing improvements and capex programmes continue.

The flower production facility in Kaluga produces high-quality locally grown flowers and supplies a large retail, wholesale and smaller customer base on a regular basis. Changes in the macro environment led to increased operational and funding costs (higher labour and gas costs as well as retraction of government funding for small and midsized agri-businesses). These factors impacted the business negatively and steps have been taken to improve profitability and cash flows, focus on core flower programmes (roses and annual tulip programmes) and implement cost reductions.

Finally, the Group acquired the remaining minority shares in ENR through a squeeze-out procedure to conclude the tender offer and the going private of last year.

In 2025, the Group successfully finalised a buy-out solution for the Petrovsky Fort mortgage of CHF 11.7 million originally drawn to finance the investment property, building on the collaborative efforts with the lending bank. This agreement enabled the full settlement of the loan and the recognition of a gain of CHF

6.3 million. The transaction extinguished the liability from the balance sheet, optimised the debt structure and reinforced prudent financial management.

The European real estate market showed signs of stabilisation. Following two years of subdued activity, more predictable interest rates, improved liquidity and growing investor confidence fostered a more conducive environment for new investments. EPH is now actively pursuing attractive acquisition opportunities in established European markets. Valartis is supporting this effort through targeted market analysis, identification of high-qual-ity office and hotel assets with long-term potential, and transaction structuring. Progress on the redevelopment of the historic Hôtel des Trois Couronnes in Vevey advance during the year, with intensified planning focused on preparing building permit applications. Valartis continues close collaboration with architects, planners and specialists to deliver a project meeting high standards of quality, sustainability and heritage preservation.

In the ESG domain, sustainability remains a key strategic priority, enabling EPH to prioritise practical initiatives enhancing energy efficiency, reducing emissions and improving portfolio transparency. As external asset manager for EPH European Property Holdings PLC since its inception in 2003, Valartis Group provides comprehensive support encompassing transactions, real estate refinancing, capital structure development, property administration and investor relations.

As initiator, investor and investment adviser, Valartis Group advises the Luxembourg-based Valartis German Residential Health Care fund. In 2025, the Group supported the fund in disposing of one of its properties.

THE FINANCIAL SITUATION OF VALARTIS GROUP

The consolidated equity amounted to 100.7 million at 31 December 2025 (31 December 2024: CHF 91.0 million). This increase was primarily driven by the annual result of CHF 7.4 million, the disposal of treasury shares for the Long Term Incentive Programme worth CHF

0.8 million, and positive foreign exchange translation differences of CHF 1.7 million, besides smaller movements. For an overview, please refer to the consolidated statement of changes in equity on page 42. Overall, this corresponds to an equity ratio (i.e. total equity in per cent of balance sheet total) of 80.4 per cent (previous year: 65.4 per cent).

EMPLOYEES OF VALARTIS GROUP

Over the years, Valartis Group employees have made a decisive contribution to the success of Valartis Group through their loyalty and alignment with the Group's strategies and their commitment to execute these strategies in practice. They are of great importance for the success of Valartis Group and its future competitiveness. See also chapter Corporate Sustainability, page 12. The financial recognition of individual performance through up to date remuneration models is an important factor, and it is a specific focus of the Board of Directors to recognise the performance of the employees accordingly. For further information, see the section entitled Compensation Report, page 26.

The Board of Directors and the Executive Management of Valartis Group would like to take this opportunity to thank the employees for their commitment over the past year and the continued high level of loyalty and trust they have shown to Valartis Group.

As of 31 December 2025, Valartis Group employed a total of 35.5 full-time adjusted employees in its businesses (previous year for the Group: 36.1 full-time adjusted employees).

The organisational structure of Valartis Group, see organisational chart, page 10, consists of a Board of Directors at Group level and a Delegate of the Board of Directors.

CARRYING OUT A RISK ASSESSMENT

The Board of Directors monitors the risk management system and deals with all risks on a quarterly basis with corresponding reports. Current risk topics are discussed and evaluated. See also Risk Management in the separate chapter and in Valartis Group's consolidated financial statements, pages 15 and 59.

Each year, the Board of Directors conducts a structured analysis of the main risks to which the Group is exposed related to its business model. These include credit, market, liquidity, operational, strategic, business and reputational risks. The Board of Directors considers risk-minimising measures, internal controls and changes in political, economic, sociocultural and/or information technological environment. The Board of Directors then sets overall targets and risk limits, compliance with which is continuously monitored.

Strategic and organisational decisions are made on this basis with the aim of optimising Valartis Group's risk positions. A key component of this is the design and further development of the internal control system which is intended to address identified risks through appropriate, stringent control measures and minimise their probability of occurrence. The appropriate establishment of risk management and controlling processes which ensure the identification, assessment, management, monitoring and reporting of material risks and the associated risk concentrations, ensures that all risks are taken into account. A key objective here is to create transparency about risks at an early stage and to limit potential losses. The Board of Directors considers the structures and measures which are in place for controlling and monitoring material risks to be appropriate.

BUSINESS DEVELOPMENT

Valartis Group reported a net gain of CHF 7.4 million (previous year: net gain of CHF 8.1 million) with operating income amounting to CHF 15.5 million (previous year: CHF 18.2 million) supported by robust growth in the income from investment property, which balanced lower contributions from management services and associated companies compared to the previous year. Administrative expenses remained broadly stable at CHF 8.3 million in line with previous year. Fair value adjustments included a net impairment of CHF 5.3 million in relation to the investment portfolio items. As a result, the earnings before interest and taxes ("EBIT") were a gain of CHF 1.6 million compared to gain of CHF 9.5 million during previous year. EBIT was further supported by a net finance result of CHF 6.9 million, which included a favourable foreign exchange gain of CHF

4.5 million, leading to a net profit of CHF 7.4 million compared

with CHF 8.1 million in the previous year.

Management services fees totalled CHF 2.7 million in 2025 (2024: CHF 3.2 million), reflecting lower one-off project-related fees alongside the strengthening of the Swiss franc during the year, while the income from investment property totalled CHF 4.4 million during the same period (previous year: CHF 3.4 million) benefitting from low vacancy rate and recurring rent increases.

The result of associated companies contributed a gain of CHF

6.3 million (previous year: CHF 11.9 million) thanks to the successful operating environment in the shipping sectors and contribution of the banking associated company. The joint venture investments in multi-purpose ships delivered stable daily time charter rates in 2025, driven by the sustained demand for versatile vessels capable of transporting diverse cargoes. Additionally, our investment in a mid-size feeder container benefited improved daily charter rates. In October 2025, the cargo feeder ship joint-venture company capitalised on a favourable market opportunity by disposing of its ship, generating a substantial gain for the Group. Proceeds from the disposal have been reinvested in another joint-venture company that holds a cargo feeder ship, financed on more favourable terms.

Administrative expenses remained broadly stable at CHF 8.3 million in line with previous year.

Valuation adjustments, provisions and losses totalled CHF 5.3 million in 2025 (2024: CHF 0.1 million), primarily reflecting fair value adjustments on loans granted to the flower-producing joint-venture company (CHF 6.9 million) amid a challenging operating environment. This was partly offset by a positive fair value adjustment on the real estate investment properties (CHF 1.6 million).

The net finance result showed a gain of CHF 6.9 million in 2025 (2024: loss of CHF 2.5 million), driven primarily by the successful buy-out of the loan originally drawn to finance the investment property on favourable terms. Other elements included a CHF

5.2 million loss from the termination of a derivative contract, fully offset by an equivalent gain in financial income arising from advantageous debt settlement terms on an external investment facility. Additionally, the result incorporated a foreign exchange gain of CHF 4.5 million, together with an adverse fair value change on the EPH shares held.

In 2025, change in deferred taxes resulted in a tax expense of CHF 1.1 million primarily attributable to the investment property.

BALANCE SHEET

The balance sheet total assets amounted to CHF 125.2 million as of 31 December 2025 compared to CHF 139.2 million at the end of previous year. Total assets decreased by CHF 14 million during the financial year 2025. This change mainly reflects a reduction in cash and cash equivalents of CHF 12.7 million, primarily due to the partial repayment of external loans and investments in shipping joint-venture companies, the termination at CHF 5.5 million of a derivative contract amounting to CHF 11.2 million as of 31 December 2024, as well as a partial impairment of a non-current receivable by CHF 6.9 million. These effects were partly offset by an increase of CHF 9.8 million from receivable sale proceeds related to a shipping company and a CHF 6.2 million positive value adjustment on the investment property. Foreign exchange variations and other minor factors also contributed to the overall decrease in the balance sheet total.

Current financial liabilities decreased by CHF 21.4 million, mainly due to the renegotiation and subsequent settlement of a loan previously used to finance the investment property, the favourable resolution of external financial debt related to investment activities, and the reimbursement at maturity of a Lombard loan. Total other current liabilities decreased by CHF 2.4 million primarily reflecting the reversal of an accrued liability recognised in relation to the liquidation of a Group company.

Shareholder's equity stood at CHF 100.7 million at 31 December 2025 (31 December 2024: CHF 91.0 million). This increase was primarily driven by the annual result of CHF 7.4 million, the disposal of treasury shares for the Long Term Incentive Programme worth CHF 0.8 million, and positive foreign exchange translation differences of CHF 1.7 million, besides smaller movements.

SIGNIFICANT EVENTS

There were no significant events after the balance sheet date. Events after the balance sheet date are also reported in Valartis Groupʼs consolidated financial statements, Note 42.

Valartis Group has only one single segment and, in accordance with IFRS 8, reporting is only for one business component of the Group. See also the notes to the consolidated financial statements in Note 34.

OUTLOOK

Valartis Group remains committed to developing its existing portfolio and pursuing new opportunities that generate sustainable profitability and cash flows. In 2026, the Group will prioritise investments in the shipping sector, notably the acquisition of a cargo feeder ship and the completion of a new multipurpose vessel, while evaluating additional prospects in shipping or real estate developments.

The operations of ENR, alongside the management of the Group's investment property and flower production facility, will continue to face challenges amid evolving global economic conditions, sanctions-related restrictions and capital controls. The Group will maintain close collaboration with EPH European Property Holdings PLC, bolstering local asset management teams responsible for EPH's holdings. On the banking front, Norinvest Holding (Banque Cramer & Cie SA) is expected to sustain its performance in 2026, albeit at more moderate levels following the normalisation of market conditions. For further information see also chapter Strategy and Objectives, page 9.

STRATEGY AND OBJECTIVES

Valartis Group is an internationally active financial group headquartered in Fribourg, canton of Fribourg, Switzerland. The registered shares of Valartis Group AG are listed on the SIX Swiss Exchange (ISIN CH0367427686). Valartis Group AG holds direct or indirect participations in fully consolidated companies and in associated companies (see Note 35 of the Consolidated Financial Statements).

Valartis Group - Operational Structure

29.2%

Norinvest Holding SA

Geneva

THE STRATEGIC DIRECTION

Today, Valartis Group's business activities comprise financial services, real estate projects and participations. Therefore, considering the basic principle of risk-bearing capacity, the return-orient-ed assumption of risks is the focus of operational management.

Valartis Group concentrates on focused management of niche funds (investment satellites). Valartis Group also provides certain advisory services through its corporate finance team (see below). Furthermore, Valartis Group holds a 29.2 per cent stake in Banque Cramer & Cie SA through an investment in Norinvest Holding SA.

Valartis German Residential Health Care Fund

For Valartis German Residential Health Care Fund, the Group acts as investment advisor to the fund which was launched for qualified investors. The fund focuses on investing in nursing homes in Germany. Valartis Group performs various advisory and administrative tasks for the fund. For these services, it is compensated on the basis of usual market fees.

Corporate Finance

Valartis Corporate Finance services focus primarily on advisory activities for listed and non-listed medium-sized companies in Germany, Austria and Switzerland, as well as in Central and Eastern Europe.

On the real estate side, Valartis Group combines the management of profitable commercial and residential properties with investments in promising development projects. With their know-how and broad network of contacts, the real estate investment specialists of Valartis Group also support the search for specific investment opportunities in the real estate sector.

The Group, through ENR, holds an investment property in St. Petersburg, comprising the Petrovsky Fort business centre. This is a B+ class office and retail complex, completed in 2003, and positioned in a central urban location near the Neva River. The property consists of nine office floors and two retail levels arranged around a central atrium, supported by two technical floors, underground parking facilities, and surface-level parking. Of the total net lettable area, approximately 15,000 square metres are allocated to office use and around 6,000 square metres to retail purposes. In addition, ENR holds a 50 per cent interest in a centrally located underground parking facility situated on Tur-genevskaya Square in Moscow, comprising approximately 290 parking spaces across six subterranean levels. Through a wholly owned subsidiary, ENR also owns a 50 per cent participation in a 27.4-hectare greenhouse and engineering complex utilised for floriculture activities in the Kaluga region.

EPH European Property Holdings PLC

EPH European Property Holdings PLC is a stock corporation listed on the SIX Swiss Exchange. As a real estate investment company, EPH concentrates primarily on the European prime commercial and residential property markets. Valartis Group holds a 4.9 per cent stake in EPH. Valartis Group is providing support for EPH transactions, real estate asset refinancing, the development of EPH capital structures, property administration and investor relations. Valartis Group has been involved with EPH since its inception in 2003.

The focus is on equity participations as an active shareholder. Valartis Group pursues a bottom-up approach and is constantly looking for investments for its own and its clients investment and property portfolios.

Elements of the traditional portfolio management process such as portfolio realisation and portfolio control are used to select investment opportunities. The disciplined implementation of these steps contributes to achieving the objective of a stringent profitability orientation with an appropriate risk/return ratio. One of the central challenges in putting together an investment portfolio is to resolve the conflict between optimising the expected return (value growth including interest and dividends less costs) within a certain period on the one hand and limiting the risk of loss on the other hand. Typically, the structure of an investment portfolio will show a certain consistency over time which implies an anti-cyclical behaviour which involves both opportunities and risks.

Norinvest Holding SA

Norinvest Holding SA, headquartered in Geneva, Switzerland, is a Swiss holding company founded in 1984. It is listed on the OTC platform of the Cantonal Bank of Bern and is the 100 per cent owner of Banque Cramer & Cie SA which specialises in private banking and asset management. Following the completed sale of its two Swiss subsidiaries Valartis Bank AG and Valartis Wealth Management SA to Banque Cramer & Cie SA in 2014, Valartis Group AG acquired a 25 per cent stake in Norinvest Holding SA through the merger of Valartis Bank AG and Banque Cramer & Cie SA. This stake has been raised to 29.2 per cent in 2022 following Norinvest capital reduction.

Whitebox Services AG

Whitebox Services AG, through its wholly owned subsidiary Whitebox GmbH, founded in July 2014, has been one of the first online asset management companies on the German market, as of January 2016. Whitebox aims at a return on investment that is significantly better than that of conventional offers at the same risk level. Whitebox GmbH, Weil am Rhein, is a wholly owned subsidiary of Whitebox Services AG which is based in Switzerland. The owners of Whitebox Services AG are the founders, former management members of leading banks and industry experts. Valartis has acquired a small stake in Whitebox Services AG.

Briese Schiffahrts GmbH & Co. KG MS

Since 2018, Valartis Group has been investing in the shipping sector through limited partnership structures. As at 31 December 2025, the Group held interests in Briese Schiffahrts GmbH & Co. KG MS "Nesseborg" and Briese Schiffahrts GmbH & Co. KG MS "Arle", each owning a mid-size multipurpose ship, as well as in Briese Schiffahrts GmbH & Co. KG MS "Westsee", which is engaged in the construction of a new multipurpose ship scheduled for delivery in the first quarter of 2026.

In 2025, the mid-sized container cargo ship held through the Group's partnership in Briese Schiffahrts GmbH & Co. KG MS Marz was sold. The Group reinvested the proceeds from this divestment in a similar asset during 2026.

Board of Directors and Executive Management

With confirmation of the Annual General Meeting of 6 May 2025, the Board of Directors of Valartis Group is composed as follows: Gustav Stenbolt, Chairman of the Board of Directors, Philipp LeibundGut, Vice Chairman, Diana Stenbolt and Olivier Brunisholz, Member. See also press release of 6 May 2025: Results of the Annual General Meeting of Valartis Group AG; at http://www.valartisgroup.ch/en/#medienmitteilungen.

Valartis Group employs a total of 35.5 people (full-time equivalent).

The employees provide services in the areas of real estate projects, investment projects, corporate finance and, as part of the Group's service organisation, in the areas of Group accounting and controlling, IT & logistics and corporate communications. Other services required by the Group (personnel administration and tax and legal advice) are obtained from external providers.

Organisational chart

All business units of the Group have already initiated or newly launched programmes with the aim of increasing earnings or reducing costs in order to achieve the targeted increase in efficiency and profitability in a timely manner. In particular, management is working to increase short-term flexibility despite increasing challenges and complexity in setting up additional investments in order to make the business model more scalable and to keep costs under control. Stringent risk management and compliance with the criteria for risk-bearing capacity remain key principles of the Group. The internal control system of Valartis Group (ICS) is continuously adapted and helps to manage operational risks efficiently. Details can be found in the chapter Risk Management of Valartis Group, page 15, and in the chapter Notes on risk management, pages 59.

In addition to building up and managing investments, Valartis Group also aims to increase income from services. The aim is to increase in commission income and generate positive contributions to earnings in the medium term beyond the sustainable coverage of operating costs. Cooperation opens up a way not only to counter rising costs, but also to jointly develop and implement investment projects. Valartis Group is therefore in constant exchange with partners in order to jointly use existing resources and optimise their use.

OUTLOOK

The Valartis Group continues to focus on the successful development of existing and new profitable, cash-generating activities. The focus of activities will be oriented toward further investment into the shipping sector and in real estate projects. ENR's operations and the management of related participations will remain challenging in the context of recent global economic and geopolitical developments, which the Group is closely monitoring to assess how the situation evolves and determine the appropriate course of action.

CORPORATE SUSTAINABILITY

SUSTAINABLE CORPORATE GOVERNANCE

We are an interactive, internationally focused company and are aware of the diversity and the great importance of our international and local stakeholders and dialog groups. In a phase of realignment of the business model, it is essential to know the interests and needs of our stakeholders and to take them into account appropriately for the further development of the Group in order to ensure the sustained success of the Group's development.

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We not only integrate economic criteria into our thinking and actions, but also include social and ecological aspects and thus strive for a holistic perception of our corporate responsibility. Our ethical and professional core values such as integrity, respect, trust, customer and dialogue orientation, partnership and transparent communication as well as a sustainable sense of responsibility are laid down in the Code of Conduct. The Code of Conduct is published under Investor Relations at http://www. valartisgroup.ch/en/#codeofconduct.

Corporate responsibility

+ Integrity

+ Responsibility

+ Respect

+ Customer Orientation

+ Confidentiality

+ Clear Risk Principles

+ Compliance

+ Sustainability

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Sustainable business practices and thus sustainable profitability are central to our long-term success. We integrate environmental and social aspects into our business decisions and into the management of our resources and infrastructure. We want to achieve continuous sustainability for our internal and external stakeholders1).

Social Environment

VALUES AND PARTNERSHIP

We adhere to our traditional core values such as trust, partnership, a sense of risk and responsibility, dialogue orientation and innovative strength, combined with competence, know-how and many years of experience. Our core competencies - Real

Estate Project Management, Financial Services and our own

participations - form the basis for our current corporate alignment.

1) Code of Conduct of Valartis Group, section Sustainability

An essential function of the Code of Conduct is to make all people in the company aware of applicable laws and company guidelines and to make them aware of legal risks in everyday working life. The Code of Conduct summarises laws and other rules that are of relevance to Valartis Group and provides guidance. As a binding guideline for legally compliant and ethically responsible conduct in our company, the Code of Conduct also defines the standards for responsible conduct towards business partners and the public, but also in dealing with one another within the company. All employees and the Board of Directors of Valartis Group are obliged to comply with the principles laid down in the Code of Conduct (see chart in the right column). Valartis Group maintains an open, transparent dialogue and strives for a relationship based on trust and responsibility with clients, partners, investors and employees. Effective Corporate Governance is essential for sustainable business success which is why Valartis Group consistently complies with corporate governance rules and follows the principles and recommendations of economie-suisseʼs Swiss Code of Best Practice for Corporate Governance.

We attach great importance to both risk management and compliance - in the sense of compliance with rules, i.e. compliance with laws and guidelines, but also with voluntary codes. Compliance governs the exercise of legal responsibility and compliance with all relevant internal and external regulations as well as the timely implementation of new requirements. Our business activities are based on disciplined, prudent risk management. We only take those risks that we can assess and evaluate and want to bear within our risk appetite. In the interest and for the protection of our stakeholders, we as a Group attach great importance to internally independent control procedures and activities, descriptions and information on Risk management (see pages 15 and 59).

For an overview and assessment of the main risks associated with the current business model, please refer to Risk Management on pages 15 and 59.

FOR OUR SHAREHOLDERS - TRANSPARENCY AND SUSTAINABLE CORPORATE DEVELOPMENT

As a listed company, important stakeholder groups of Valartis Group AG are our shareholders with a free float of 19.3 per cent of the shares (excluding the treasury shares) and the majority shareholder are, as of 31 December 2025: 1) MCG Holding SA, Baar ZG, controlled by Gustav Stenbolt (80.3 per cent economic and 85.2 per cent of the votes) and Philipp LeibundGut (19.7 per cent economic and 14.8 per cent of the votes), and which holds 71.1 per cent of the nominal capital and voting rights of the Company. Gustav Stenbolt and Philipp LeibundGut also directly or indirectly control respectively 4.1 and 1.5 per cent of nominal capital and voting rights of the Company, 2) Avalon Park Group Holding AG, Zurich, controlled by Beat Kähli, and which holds 3.0 per cent of the nominal capital and voting rights of the Company (see Note 26 of the Consolidated Financial Statements). The remaining shares are held by the company itself.

We remain committed to generate sustained profits vis-à-vis our majority and minority shareholders. These profits form the basis for a development that not only allows targeted reinvestment in business activities, but also enables the funding of reserves for economically difficult times. The Group also aims to return the capital provided by the owners at an appropriate rate of interest in the form of dividends or share buybacks.

The basis of overall corporate management is a systematic, mul-tilevel financial planning and management process based on a dual management concept with a separation between decentralised control of front activities and centralisation of the service organisation, including the Groupʼs own financial assets and investment strategies. The corporate management in place relies on the Board of Directors and the Executive Management.

The Board of Directors is responsible for determining the medi-um- and long-term strategic orientation of Valartis Group. Its members have many years of experience and expertise in the areas of finance & banking, international investments and investment projects, international taxation, finance and accounting, risk management and in dealing with internal control systems (see also Corporate Governance, page 16). The strategic guidelines of the Board of Directors are implemented by the Executive Management. It is also responsible for the operational management of Valartis Group, operational liquidity planning and overall results, defines as a decision-making body the operational medium-term planning (roll-over) and the profit targets at gross profit level valid for the next three years, and defines the central tactical measures at Group level.

The people responsible for private equity, real estate project management and funds report to the Executive Management. Based on a detailed annual plan, they determine their income, risk and activity budget for the coming year and, within this framework, decide on the use of necessary funds. Non-operative taxable income and expenses such as trading or valuation gains,

however, do not form part of medium-term planning. Timely monitoring and discussion of the monthly results allows coun-termeasures to be implemented quickly during ongoing operations, especially in the event of significant budget deviations. At the same time, appropriately designed information and risk management systems always make it possible to keep operational risk under control (see also Risk Management on pages 15 and 59). The three-year capital planning process concludes the financial management process.

SUSTAINABLE EMPLOYEE DEVELOPMENT

We are proud to have employees who take on challenges, overcome obstacles and are committed to the Group, even under difficult conditions.

The challenging conditions in the internationally competitive environment will make prudent, sustainable promotion and constant further training of Valartis Group employees even more important in the future. Our continued international activities demand a high degree of professionalism, expertise, knowledge of people and culture from our employees, as well as the values we desire. Furthermore, Valartis Group can only operate sustainably and master future challenges due to the specific expertise, the highly solution-oriented service approach and the high personal commitment of each individual employee.

Wherever possible, we offer our employees a high degree of flexibility so that they can balance their workload with their private lives. Our value-oriented management approach is characterised by a leadership style based on partnership and a climate of cooperation supported by comradery and provides for attractive salaries in line with the market, a performance-oriented remuneration system and progressive social benefits that create incentives for personal development.

The compatibility of career and family together with work-life balance is an important prerequisite for the long-term performance of employees. Accordingly, within the Group we offer market-conform, regionally adapted holiday and vacation regulations as well as the possibility of flexible working hours and are open to the home office concepts in accordance with operational requirements.

Equal treatment also applies to the individual determination of remuneration. In this way, female specialists at the same location receive the same salaries as their male colleagues with the same qualifications and experience. Dealing with issues of gender equality is regulated by the personnel regulations. At the same time, a culture of freedom of expression encourages a high degree of employee participation and co-determination.

We are committed to fair, balanced and performance-oriented remuneration and offer our employees in all Group companies not only attractive salaries in line with market conditions and progressive social benefits, but also a bonus system that appro-

priately rewards above-average performance. Our value-based remuneration system is geared to the medium-term economic success and sustainable competitiveness of the Group (for details see also Compensation Report of Valartis Group, page 26). In 2025, the Group continued its Long Term Incentive Programme ("LTI") covering members of the Board of Directors, Executive Management and certain employees. As a Group, we motivate employees to live a performance-, team- and risk-conscious culture and promote independent entrepreneurial thinking and acting in the interests of the Group. In addition to targeted employee development and advancement, a salary in line with market conditions and progressive social benefits, Valartis Group offers its employees a range of fringe benefits.

SOCIAL COMMITMENT

As a company aware of its social responsibility, Valartis Group can only modestly support several international charitable organisations due to its small size.

FOR THE ENVIRONMENT - FUTURE-ORIENTED, LONG-TERM BALANCE

In our corporate management, we are guided by the basic principle of an adequate, long-term balance between our economic, social and ecological responsibility as a group.

In matters of sustainability, we will continue to focus on resource efficiency because we are convinced that this is an important factor for the long-term success of the Group and our investment portfolio. In the future, stakeholders will increasingly demand concrete steps from companies with regard to

sustainable use of non-renewable resources, a further increase in resource efficiency and a shift towards renewable energies.

Due to its very limited capacities and infrastructures, Valartis Group refrains from systematically collecting and evaluating ecologically relevant information.

We reduce our ecological footprint by, for example:

• using public transport for business travel;

• critically questioning the necessity of air travel;

• using new technologies for meetings (online or video conferencing);

• striving for efficiency in the consumption of electricity for computer systems and other electrical equipment;

• reducing paper consumption;

• developing and offering user-friendly online communication tools and platforms, such as microsites and apps for annual reports and publications;

• using chilled ceilings in the offices which contribute to a pleasant room climate in summer and winter;

• collecting waste paper and recycle it.

OUR EMPLOYEES IN 2025

31.12.2025 31.12.2024

Valartis Group (full-time equivalents) 35.5 36.1

Nationalities 9 10

Locations 7 7

RISK MANAGEMENT OF VALARTIS GROUP

RISK SITUATION OF VALARTIS GROUP

The balance sheet total assets amounted to CHF 125.2 million as of 31 December 2025 compared to CHF 139.2 million at the end of previous year. Total assets decreased by CHF 14 million during the financial year 2025. This change mainly reflects a reduction in cash and cash equivalents of CHF 12.7 million, primarily due to the partial repayment of external loans and investments in shipping joint-venture companies, the termination at CHF 5.5 million of a derivative contract amounting to CHF 11.2 million as of 31 December 2024, as well as a partial impairment of a non-current receivable by CHF 6.9 million. These effects were partly offset by an increase of CHF 9.8 million from receivable sale proceeds related to a shipping company and a CHF 6.2 million positive value adjustment on the investment property. Foreign exchange variations and other minor factors also contributed to the overall decrease in the balance sheet total. Current financial liabilities decreased by CHF 21.4 million, mainly due to the renegotiation and subsequent settlement of a loan previously used to finance the investment property, the favourable resolution of external financial debt related to investment activities, and the reimbursement at maturity of a Lombard loan. Total other current liabilities decreased by CHF 2.4 million primarily reflecting the reversal of an accrued liability recognised in relation to the liquidation of a Group company. Shareholder's equity stood at CHF 100.7 million at 31 December 2025 (31 December 2024: CHF 91.0 million). This increase was primarily driven by the annual result of CHF 7.4 million, the disposal of treasury shares for the Long Term Incentive Programme worth CHF 0.8 million, and positive foreign exchange translation differences of CHF 1.7 million, besides smaller movements. For an overview, please refer to the consolidated statement of changes in equity on page 42.

The assets side of the balance sheet at year-end was as follows:

Risk management for the remaining risks on the asset side is based on the professional principles of value-oriented corporate management which include the targeted assumption of risks and their professional management. Considering the basic principle of risk-bearing capacity, return-oriented risk assumption is the focus of risk management. Valartis Group takes a bottom-up approach to its own investments and is constantly looking for new long-term investments for its participation portfolio. Elements of the traditional portfolio management process such as portfolio realisation (asset allocation, monitoring, review) and portfolio control (performance measurement, attribution) are used to select own investment opportunities. The disciplined implementation of these steps contributes to achieving the objective of a stringent profitability orientation with an appropriate risk/return ratio. One of the central challenges in putting together your own investment portfolio is to resolve the conflict be-

tween optimising the expected return (value growth including interest and dividend less costs) within a certain period of time on the one hand and limiting the risk of loss on the other hand. Typically, the structure of an investment portfolio will have a certain consistency over time which implies an anti-cyclical behaviour and involves both opportunities and risks.

Valartis Group has a central risk management organisation.

In its capacity as the highest operative supervisory body, the Board of Directors bears responsibility for all risks of the Group and defines the corresponding risk policy. It is responsible for determining the annual risk budget, the structure of limits and the maximum risk tolerance (quantitative and qualitative) in relation to the risk-bearing capacity of the Group. Operational management is responsible for the implementation of risk management and control principles and ensures permanent compliance with the specified limits. Risk monitoring and risk assessment see chapter Management Report, page 5.

At present, the business activities of Valartis Group essentially comprise the following risks:

• Market risk (price risk of equity instruments, interest rate risk and foreign currency risk)

• Credit risk (bonds default risk)

• Operational risk (real estate project risk)

• Liquidity risk

  The currency risk is currently the main risk to be assessed. See also further explanations in the consolidated financial statements of Valartis Group, page 59.

  The currency balance sheet at the end of the year was as follows:

  in CHF million		31.12.2025		31.12.2024
  Current assets		36.9		53.5
  in CHF		5.7		14.3
  in EUR		15.2		18.3
  in USD		12.8		19.0
  in RUB		3.2		1.9
  Non-current assets		88.2		85.7
  in CHF		35.8		35.4
  in EUR		-		-
  in USD		11.8		12.4
  in RUB		40.6		37.9

  Net position per foreign currency

  in EUR		-1.2		-6.2
  in USD		24.6		20.3
  in RUB		40.7		37.4

  (total assets per currency less total liabilities per currency)

  CORPORATE GOVERNANCE

  Valartis Group attaches great importance to a strong Corporate Governance and sees this as a central factor for corporate success. The protection of shareholder interests, a transparent and comprehensive information policy and an appropriate remuneration policy are key elements of Valartis Groupʼs Corporate Governance. Corporate Governance also regulates the relationship between management and control of the Group.

  LEGAL GUIDELINES AND PRINCIPLES

• The remuneration policy: The Compensation Report - see also http://www.valartisgroup.ch/en/#investorrelations under Annual Report or http://www.valartisgroup.ch/en/#geschaefts-berichte - defines the essential elements and principles of an appropriate compensation system for the members of the Board of Directors, the Executive Management and the employees (see Compensation Report 2025, pages 28 and 31).

• The responsibilities and competencies defined in the internal Organisation and Business Regulations ("OBR") are, where appropriate, additionally described and defined in various regulations.

  Valartis Group follows the principles and recommendations of

  economiesuisseʼs Swiss Code of Best Practice for Corporate Governance and its appendix with recommendations on the remuneration of the Board of Directors and the Executive Management (see Compensation Report, page 26). As a company listed on the SIX Swiss Exchange ("SIX"), Valartis Group is also subject to the guidelines of SIX Exchange Regulation. The following information as of 31 December 2025, unless otherwise stated, meets the requirements of the SIX Directive on Information relating to Corporate Governance ("DCG") of 29 June 2022 with entry into force as of 1 January 2023.

  CORPORATE GOVERNANCE FRAMEWORK OF VALARTIS GROUP

  Valartis Groupʼs corporate governance guidelines define and allocate the roles, competencies and areas of responsibility of the management and supervisory bodies in a clear and balanced manner and provide for appropriate controls. All principles and guidelines relating to Corporate Governance are binding for the organisation and management of Valartis Group. These documents form the corporate governance framework of Valartis Group and comprise the following elements:

• The Articles of Association explain the corporate purpose and the comprehensive organisational framework of Valartis Group. The Articles of Association are posted under Investor Relations at http://www.valartisgroup.ch/en/#statuten.

• Valartis Group's Code of Conduct defines basic ethical and professional values such as integrity, respect, client and dialogue orientation, fairness, transparent communication and a sustainable sense of responsibility. The Code of Conduct is published under Investor Relations at http://www.valartis-group.ch/en/#codeofconduct.

• The internal Organisation and Business Regulations (OBR) define the responsibilities and competencies within Valartis Group. The essential elements of these regulations are set out in this Corporate Governance Report in the section Board of Directors (see page 19), Compensation Committee (see page 21) and Executive Management (see page 23).

• The rules of the Compensation Committee set out the duties and responsibilities of this body and its members. The essential elements of these regulations are set out in Compensation Report 2025 (see page 26).

Corporate Governance

Organisation and Business Regulations (OBR)

Code of Conduct Corporate Governance Guidelines

Articles of Association

Organisation and Business Regulations (OBR)

Internal Control System (ICS)

Regulations

Policies

GROUP STRUCTURE AND SHAREHOLDERS

Valartis Group AG is a stock corporation under Swiss law with its registered office in Fribourg, canton of Fribourg, Switzerland. The registered shares of Valartis Group AG (ISIN CH0367427686) are listed on the SIX Swiss Exchange. As of 31 December 2025, the market capitalisation of Valartis Group AG amounts to CHF 36.9 million for 3,023,295 shares issued. Valartis Group holds

3.86 per cent or 116,578 treasury shares as of 31 December 2025. The organisational chart in the chapter Strategy and Objectives on page 9 illustrates the operational structure and organisation of Valartis Group. Information on segment reporting and further explanations can be found in the Management Report on page 5

ff. and the notes to the consolidated financial statements, Note

34. For an overview of treasury shares, please refer to Note 24 to the Consolidated financial statements.

The Group companies of Valartis Group AG (scope of consolidation) are listed in the notes to the Group financial statements in Note 35, together with information on the company, registered office, purpose, share capital, shareholding and capital and voting rights. The associated companies are also listed and described in Notes 18 and 35 to the consolidated financial statements.

MCG Holding SA, Baar ZG, Switzerland, directly holds 71.1 per cent of the nominal capital and voting rights of the Company. The beneficial owners of MCG Holding SA are Gustav Stenbolt (80.3 per cent economic and 85.2 per cent voting) and Philipp Lei-bundGut (19.7 per cent economic and 14.8 per cent voting) who also directly and indirectly control respectively 4.1 and 1.5 per cent of nominal capital and voting rights of the Company. In addition, Avalon Park Group Holding AG, Zurich, whose beneficial owner is Beat Kähli, Zurich, holds 3.0 per cent of the nominal capital and voting rights of the Company. No other shareholders are known to hold more than 3.0 per cent of the voting registered shares. Detailed information on the shareholder structure can be found in the notes to the consolidated financial statements, Note 26, and in the notes to the financial statements of Valartis Group AG, on page 121. There are no shareholdersʼ agreements.

For an overview of the disclosures made in the year under review, please refer to the website of SIX Exchange Regulation (https:// https://www.ser-ag.com/en/resources/notifications-market-partici-pants/significant-shareholders.html#/).

There are no cross-shareholdings in terms of capital or voting rights between Valartis Group AG and its subsidiaries and other companies.

CAPITAL STRUCTURE

The share capital of Valartis Group AG amounts to CHF 3,023,295, divided into 3,023,295 registered shares with a par value of CHF 1.00 each. All registered shares of Valartis Group AG are fully paid up and listed on the SIX Swiss Exchange. With the exception of the registered shares held as treasury shares (an overview of treasury shares can be found in the notes to the consolidated financial statements, Note 24), all registered shares of Valartis Group AG are entitled to dividend and there are no preferential rights. As of the balance sheet date of the financial year 2025, there are no financial instruments outstanding that could lead to a dilution of the Companyʼs equity.

The registered shares of Valartis Group AG are issued as uncertif-icated securities and carried as intermediated securities. The Company may withdraw shares held as intermediated securities from the custody system. Dispositions of intermediated securities, including the provision of collateral, are subject to the Intermediated Securities Act.

Shareholders may at any time request the Company to issue a certificate for their registered shares. However, shareholders are not entitled to the printing and delivery of certificates or the conversion of registered shares issued in a particular form into another form. In contrast, the Company may issue certificates (individual certificates or share certificates) or convert uncertifi-cated securities and certificates into another form at any time and cancel issued certificates that are delivered to it.

Valartis Group AG keeps a share register for the registered shares in which the owners and usufructuaries, insofar as they are entitled to voting rights, are entered with their name, address and nationality (in the case of legal entities the registered office). The entry in the share register requires proof of the formal and statutory acquisition of the shares. In relation to the Company, a shareholder is only deemed to be a shareholder if registered in the share register as a shareholder.

After hearing the person concerned, the Board of Directors of Valartis Group AG may delete entries in the share register with ret-roactive effect to the date of entry if these were made on the basis of incorrect information provided by the acquirer. The affected shareholder must be informed immediately of the deletion.

The Board of Directors shall make the necessary arrangements for maintaining the share register and may issue corresponding regulations or guidelines. They may delegate their duties. Since 2017, the Board of Directors appointed Computershare Switzerland AG in Olten, Switzerland, to manage the share register.

In the invitation to the General Meeting, the Board of Directors announces the date of entry in the share register which is decisive for participation and voting rights. For the corporate calendar of Valartis Group AG please refer to Agenda 2026, page 25.

Valartis Group AG has no conditional capital.

Since 6 May 2025, Valartis Group AG has introduced a capital band of between CHF 2,000,000 (lower limit) and CHF 4,000,000 (upper limit). Within the scope of the capital band, the Board of Directors is authorised to increase or reduce the share capital once or several times and in any amount until 6 May 2030 or until the capital band expires earlier. The capital increase or reduction can be by issuing fully paid-up registered shares carried out or by increasing or reducing the nominal value of the existing registered shares within the scope of the capital band with a nominal value of CHF 1.00 each or cancelling registered shares with a nominal value of CHF 1.00 each.

If the share capital is increased within the scope of the capital band, the Board of Directors determines the time of issue, the issue amount, the manner in which the new shares are to be paid up, the start of dividend entitlement, the conditions for exercising subscription rights and the allocation of subscription rights that have not been exercised. The Board of Directors may allow subscription rights that have not been exercised to lapse, or it may place them or shares for which subscription rights have been granted but not exercised at market conditions or otherwise utilise them in the interests of the company.

In the event of an issue of shares within the limits of the capital band, the Board of Directors is authorised to withdraw or restrict the subscription rights of shareholders in relation to the shares to be issued and to allocate them to individual shareholders,

third parties, the company or group companies: (a) if the issue price of the new shares is set taking into account the market price; (b) for the acquisition of companies, parts of companies or participations or for the financing or refinancing of such transactions or the financing of new investment projects of the company or its group companies, including the acquisition of products, intellectual property rights or licences; (c) for the purpose of expanding the shareholder base in certain geographic, financial or investor markets, for the participation of strategic partners, or in connection with the listing of new shares on domestic or foreign stock exchanges; (d) for the participation of members of the Board of Directors, members of the Executive Management, employees, agents, consultants or other persons who serve the company or provide services ; or one of its group companies; (e) for a rapid and flexible capital procurement, which would not be possible without the exclusion of the subscription rights of existing shareholders, or only with great difficulty or delay or on significantly less favourable terms.

If the share capital is reduced within the scope of the capital band, the Board of Directors determines the utilisation of the reduction amount.

Valartis Group AG has no authorised capital.

During the business year 2023, the share capital was reduced from 4,299,295 to 3,126,295 registered shares after the Ordinary General Meeting 2023. In 2024, after the Ordinary General Meeting, the share capital was reduced from 3,126,295 to 3,023,295 registered shares. The changes in equity are listed in Consolidated statement of changes in equity on page 42 and 43.

Valartis Group AG has no profit participation capital.

The registered shares of Valartis Group AG can be transferred without restriction. The only condition for entry in the share register is a declaration by the purchaser that the shares were acquired in his own name and for his own account. There are no other restrictions on registration (see also Art. 5 of the current Articles of Association at http://www.valartisgroup.ch/en/#statuten).

Persons who do not expressly declare in the application for registration that they hold the shares for their own account (nominees) are automatically entered in the share register as shareholders with voting rights up to a maximum of 5 per cent of the share capital entered in the commercial register. Above this registration limit, nominees are entered in the share register as shareholders with voting rights if the nominee concerned discloses the names, addresses, nationalities and shareholdings of the beneficial owners on whose behalf they hold 0.5 per cent or more of the outstanding share capital (see also Art. 5 of the current Articles of Association at http://www.valartisgroup.ch/ en/#statuten).

Valartis Group AG has not issued any convertible bonds or options.

Board of Directors after the ordinary Annual General Meeting of 6 May 2025

At the Annual General Meeting of 6 May 2025, Gustav Stenbolt was re-elected as Chairman of the Board of Directors, and Philipp LeibundGut as a member of the Board of Directors and its Vice Chairman; Olivier Brunisholz and Diana Stenbolt were re-elected as a member of the Board of Directors. All were elected for a term of office ending at the close of the Annual General Meeting 2026. See also press release, 6 May 2025: Outcome of Valartis Group AG General Meeting 2025; https://valartis-group.ch/wp-content/uploads/2025/05/MR_AGM-250506_e.pdf.

In accordance with the law and the Articles of Association of Valartis Group AG (available at http://www.valartisgroup.ch/ en/#statuten), apart from non-transferable and irrevocable responsibilities, some responsibilities of the Board of Directors may be transferred to individual members (delegates), to a group of members (committees) or to third parties. Details on this are laid down in the Organisational Business Regulations (OBR). The Board of Directors as a body does not perform any management tasks within the Group. However, since 1 March 2017, the Chairman of the Board of Directors additionally assumed the function of Delegate of the Board of Directors following the then finalised restructuring and resizing of the Group. In addition, since 1 April 2020, Philipp LeibundGut also holds an executive position within Valartis Group AG.

The Board of Directors is considered adequately independent in accordance with the Corporate Governance Guidelines and the criteria laid down in the OBR and the Committee Regulations, and taking into account applicable law and listing requirements.

When filling an open position on the Board of Directors of Valartis Group as a small company - regardless of gender - the focus is primarily placed on the professional skills and international experience of the persons to be elected.

BOARD OF DIRECTORS

Name Function Nationality Elected until

Chairman & Delegate of the

First election

Each member of the Board of Directors is elected individually. Re-election is permissible. If a member resigns before the end of his term of office, the next General Meeting shall elect a substitute. If the number of members of the Board of Directors falls below three, an Extraordinary General Meeting shall be held within a reasonable period for supplementary elections. The substitute elected member enters the term of office of his predecessor. The first election is regulated in the section Mem-

Gustav Stenbolt 1)

Philipp LeibundGut 2)

Olivier Brunisholz 3)

Board of Directors Norwegian 2026 2015

Vice-Chairman/ executive member of the Board of

Directors Swiss 2026 2016

Member/non-exec-utive member

of the Board of

Directors Swiss 2026 2018

Member/non-exec-utive member

bers of the Board of Directors of the Articles of Association; see also http://www.valartisgroup.ch/en/#statuten. The Board of Directors constitutes itself, appoints from among its members a Vice Chairman and may appoint a Secretary who needs not be a member of the Board of Directors.

The Board of Directors is the highest operative oversight body of Valartis Group AG. It is responsible to the shareholders for the ultimate direction of the company and decides on all matters

Diana Stenbolt 4)

of the Board of

Directors

Swiss 2026 2023

that are not delegated to the General Meeting by law or the Articles of Association (available at http://www.valartisgroup.

1. Gustav Stenbolt had served as Group CEO since 2007 until he was elected Chairman of the Board of Directors by the Annual General Meeting on

   2 June 2015. He has been a member of the Compensation Committee since 2016. Since March 2017, he is also the Delegate of the Board of Directors of Valartis Group.

2. In 2016, Philipp LeibundGut became a member of the Board of Directors and the Compensation Committee of Valartis Group. Since 2018, he is the Chairman of the Compensation Committee. Since 1 April 2020, Philipp LeibundGut holds an executive position within Valartis Group.

3. In 2018, Olivier Brunisholz became a member of the Board of Directors and the Compensation Committee of Valartis Group.

4. In 2023, Diana Stenbolt became a member of the Board of Directors and the Compensation Committee of Valartis Group.

The last amendment to the Articles of Association was approved by the Annual General Meeting on 6 May 2025 (see also press release, 6 May 2025: Outcome of Valartis Group AG General Meeting 2025; https://valartisgroup.ch/wp-content/up-loads/2025/05/MR_AGM-250506_e.pdf.

ch/en/#statuten).

The other activities and interests of the individual members of the Board of Directors are listed in short biographies in pages 19 and 20. Article 23 of the current Articles of Association (available at http://www.valartisgroup.ch/en/#statuten) regulates the number of additional mandates that a Board of Directors member may exercise (15 additional mandates, of which no more than 5 in listed companies).

The Board of Directors is responsible for controlling and supervising the management of the Group. It performs the tasks assigned to it by law, the Articles of Association or internal regulations, insofar as these are not assigned to other bodies. In addition to the duties listed in the Articles of Association, the Board

Gustav Stenbolt, born 1957

Lic. rer. pol. from the University of Fribourg, Switzerland. Delegate of the Board of Directors as of 1 March 2017 and Chairman of the Board of Directors since 2015. From 2007 to 2015, he was Group CEO of Valartis Group. From 2004 to 2007, he was Chief Executive Officer of Jelmoli Holding AG. Gustav Stenbolt founded the MCT Group in Geneva in 1996 and was its CEO until 2004. In 2005, the MCT Group merged with OZ Holding AG and has been operating under the Valartis Group brand since 2007. From 1983 to 1996, he was Chief Investment Officer of Unifund for Asia, Latin America, Eastern Europe and the CIS. Gustav Stenbolt is a member of the Board of Directors of EPH European Property Holdings Plc, Société de l'Hôtel des Trois Couronnes, à Vevey, SA, Chairman of Norinvest Holding SA and Vice chairman of Banque Cramer & Cie SA in Geneva. In addition, Gustav Stenbolt is member of the Foundation council of the University of Fribourg.

Philipp LeibundGut, born 1973

Graduate of the Basel University of Applied Sciences (FHBB), he is the Chairman of Briese Schiffahrt (Schweiz) AG. Since 2016, Philipp LeibundGut is member of the Board of Directors of Valartis Group AG. From 2011 to 2016, he was responsible for the Institutional Clients segment of Valartis Group and until its sale in 2014, a member of the Executive Committee of Valartis Bank AG, Switzerland, where he was responsible for the Bankʼs Corporate Finance, Structured Finance and Portfolio and Fund Management activities. From 2002 to 2006, he was a member of the Executive Committee of Valartis Asset Management SA and from 2005 to 2011 a member of the Board of Directors of Valartis Group AG, Valartis Bank (Liechtenstein) AG, Valartis Bonus Card AG and EPH European Property Holdings Ltd as well as a member of the Supervisory Board of Valartis Bank (Austria) AG. Prior to that, Philipp LeibundGut worked from 1998 to 2001 as an investment advisor at Hansa AG.

Olivier Brunisholz, born 1955

Lic. iur. of the University of Fribourg, Switzerland. Since 15 May 2018, member of the Board of Directors. He is a founding partner of the law firm Briner & Brunisholz Lawyers in Geneva, Switzerland. Olivier Brunisholz specialises in Swiss and international taxation. As a board member in many Swiss and foreign companies and foundations, he has an international client basis. Furthermore, he is active in the field of immigration law, advises and assists clients on their establishment in Switzerland, as well as the formation or the transfer of their corporations to Swiss territory. He was admitted to the bar in 1983 in Geneva and in 1991 in Fribourg. Before founding his own law practice in 1991, he was with ABN Trust Company, Geneva (1983-1986) and with KPMG Peat Marwick, Geneva (1986-1991).

Diana Stenbolt, born 1991

MSc in Management from the London School of Economics and a BA (Hons) in Economics from the University of Kent. Diana Stenbolt is the Co-Founder and CEO of Skindays, a longevity platform launched in June 2022. She successfully secured pre-seed funding from angel investors and was selected to join the Techstars 2021 accelerator programme. Diana leverages data and analytics to optimise performance and drive user engagement, increase revenue, and maintain high standards of privacy, security, and transparency. Prior to Skindays, Diana served as a Senior Product Strategy & Investment Manager at Farfetch where she led high-impact strategic initiatives to improve operational efficiency and identify growth opportunities. Diana has also held positions at Amazon, LVMH, and Ernst & Young.

of Directors performs the following irrevocable and non-trans-ferable duties and duties in particular:

• the definition and periodic review of medium- and long-term corporate objectives (strategy) and the determination of the resources required to achieve the corporate objectives (medium-term planning);

• the harmonisation of strategy, risks and finance;

• the definition of the organisation;

• the determination of the compensation principles of personnel and remuneration policy (see also Compensation Report, page 26);

• the design of the accounting system, financial control, financial planning and approval of annual planning;

• the appointment of the members of the committees of the Board of Directors from among its members;

• the appointment and dismissal of the persons entrusted with the management of the company;

• the supervision of the persons entrusted with the management, in particular with regard to compliance with the law, the Articles of Association, regulations and directives;

• the responsibility for the content of the Annual Report, the preparation of the Annual General Meeting and the execution of its resolutions;

• the adoption of resolutions on the proposals to be submitted to the Annual General Meeting regarding the remuneration of the Board of Directors and the Executive Committee and the preparation of the Compensation Report;

• the handling and acceptance of the reports of the external auditors.

  Other exclusive duties of the Board of Directors

• the regular exchange of information on the course of business and special events, in particular on the earnings situation, balance sheet development, liquidity, equity and risk situation;

• the definition of risk policy and risk control systems as well as the monitoring of consolidated risk management (see also risk management chapters on pages 15 and 59 and the Management Report on page 5).

• the issuance of guidelines or regulations for risk management as well as the regulation of responsibilities and the procedure for the approval of risk transactions;

• the decision on the acquisition or sale of participations in other companies and on the formation or liquidation of subsidiaries;

• the decision regarding the establishment and liquidation of companies, branches and representative offices;

• setting group and overall position limits;

• the decision on the admissibility of non-Group related part-time activities by employees.

Subject to irrevocable and non-transferable duties, parts of the agendas of the Board of Directors may be transferred to individual members (delegates), to a circle of members (committees) or to third parties. The Compensation Committee was established in 2014 and the Business Development Committee in 2017.

The meeting of the Board of Directors is convened by the Chairman or, in his absence, by the Vice Chairman as often as business requires, at the request of one of its members or the external auditors. The Board of Directors passes its resolutions by an

absolute majority of the votes of the members present. In the event of a tie, the Chairman has the casting vote. Minutes of the meetings of the Board of Directors are kept and signed by the Chairman and the acting Secretary.

The Board of Directors and its committees have various information and control instruments at their disposal to exercise their management and supervisory duties vis-à-vis the Executive Committee. These instruments include the strategy process, medium-term planning, the annual planning process and internal and external reporting.

The members of the Board of Directors regularly receive the corresponding reports, in particular the monthly Management Controlling Report (MIS), including a risk overview, the liquidity report as well as the reports on the quarterly, half-yearly and annual financial statements (consolidated financial statements and individual financial statements). These reports include quantitative and qualitative information such as budget deviations, benchmark comparisons, period and multi-year comparisons, key management figures and risk analyses. The reports are prepared both for the operating Group companies and for the entire Group.

These reports allow the Board of Directors to keep abreast of key developments and the risk situation. Those reports that fall within the remit of the committees are discussed in the relevant committee and, if necessary, forwarded to the Board of Directors with appropriate proposals for decision. The current reports are discussed in detail at the meetings of the Board of Directors. The meetings of the Board of Directors are also attended by the CFO/ CRO of the Group and, if necessary, other persons. The description of the performance of a risk assessment by the Board of Directors and the description of the Groupʼs accounting-related internal control system can be found in the Management Report of the Executive Management on page 5. For current risks, see also the chapters on risk management on pages 15 and 59.

In 2025, five ordinary and two extraordinary Board of Directors meetings were held. The usual frequency of meetings for the full Board of Directors is generally quarterly, whereby the meetings usually last from 10.00 to 17.00. Committee meetings are held following a Board of Directors meeting, usually three in a financial year, each lasting one hour.

COMPENSATION COMMITTEE

The Compensation Committee was created in 2014 and consists of at least three members of the Board of Directors, each of whom is elected individually by the General Meeting for a term of one year, i.e. up to and including the first Annual General Meeting after their election. Re-election is permissible. If one or more members resign or if the Compensation Committee is not fully composed, the Board of Directors elects the missing members from among its members until the end of the next General Meeting. Philipp LeibundGut, Gustav Stenbolt, Olivier Brunisholz

and Diana Stenbolt were confirmed as members of the Compensation Committee at the Annual General Meeting on 6 May 2025.

The Compensation Committee constitutes itself and appoints one of its members as Chairman. The Compensation Committee meets as often as business requires. In 2025, it met three times.

The Compensation Committee performs its duties and competencies as an overall and collective body. The members have no personal powers and therefore cannot issue any orders. In all compensation-related matters, the Compensation Committee can in principle only submit proposals to the Board of Directors; due to the current constellation, both bodies - Board of Directors and Compensation Committee - consist of the same members which means that the decisions of the Compensation Committee are binding for Valartis Group.

The Compensation Committee supports the Board of Directors in its tasks and responsibilities in the area of human resources policy. These include, among other things:

• the preparation, development and periodic review of the remuneration policy and performance targets of the Executive Committee;

• the periodic review of the implementation of remuneration policy;

• the annual review of the remuneration of the individual members of the Executive Management;

• the annual assessment of the members of the Executive Management;

• succession planning and nomination for Executive Management positions;

• the selection of candidates for election or re-election to the Board of Directors.

The members of the Board of Directors are entitled to (a) a fixed remuneration which (i) is determined in accordance with the

duties and functional responsibilities of the members of the Board of Directors and (ii) is independent of the business result and, for executive members of the Board of Directors, a (b) variable compensation (bonus). See also Article 27 of the Articles of Association at http://www.valartisgroup.ch/en/#statuten; for details see Compensation Report, page 28 ff. Furthermore, due to the small size of Valartis, members of the Board of Directors may take on activities and projects with a sustainable benefit to Valartis Group and may thus merit a performance-related compensation.

The members of the Executive Management are entitled to (a) a fixed compensation which is (i) calculated in accordance with the duties and functional responsibilities of the person concerned and (ii) independent of the business performance, and (b) a variable compensation (bonus). The variable remuneration component is determined taking due account of the individual performance of the employee of the business operation concerned and the success of the company. The variable remuneration can be paid in cash or in the form of the company shares. The performance targets and the type of compensation (i.e. cash and/or company shares) are determined by the Board of Directors at the request of the Compensation Committee. Regarding the remuneration in the form of company shares, the Board of Directors determines the conditions for allocation, which are to take place at market price and in particular provide for holding or vesting periods (see also Article 28 of the Articles of Association; for details, see Compensation Report, page 31).

The Compensation Committee decides on the total remuneration of the Board of Directors and the Executive Management which the Board of Directors is required to submit annually to the Annual General Meeting for approval.

The Compensation Committee prepares the Compensation Report and submits it to the Board of Directors for approval; see Compensation Report, page 26.

Gustav Stenbolt, born 1957

Lic. rer. pol. from the University of Fribourg, Switzerland. Delegate of the Board of Directors as of 1 March 2017 and Chairman of the Board of Directors since 2015. From 2007 to 2015, he was Group CEO of Valartis Group. From 2004 to 2007, he was Chief Executive Officer of Jelmoli Holding AG. Gustav Stenbolt founded the MCT Group in Geneva in 1996 and was its CEO until 2004. In 2005, the MCT Group merged with OZ Holding AG and has been operating under the Valartis Group brand since 2007. From 1983 to 1996, he was Chief Investment Officer of Unifund for Asia, Latin America, Eastern Europe and the CIS. Gustav Stenbolt is a member of the Board of Directors of EPH European Property Holdings Plc, Société de l'Hôtel des Trois Couronnes, à Vevey, SA, Chairman of Norinvest Holding SA and Vice chairman of Banque Cramer & Cie SA in Geneva. In addition, Gustav Stenbolt is member of the Foundation council of the University of Fribourg.

The Compensation Committee periodically evaluates appropriate insurance policies for the members of the Board of Directors and the Executive Management with the involvement of experts and, if necessary, proposes adjustments to the Board of Directors. The Compensation Committee is informed by the Executive Management at least every three years about the pension plans of all employees.

The tasks of the Compensation Committee are explained in detail in a separate set of regulations.

EXECUTIVE MANAGEMENT

Besides being Chairman of the Board of Directors, Gustav Stenbolt assumes the additional function as Delegate of the Board of Directors since 1 March 2017 and is the sole member of the Executive committee since the 1 April 2020.

The Executive Management conducts the business of the Company to the extent that the law, the Articles of Association (available at http://www.valartisgroup.ch/en/#statuten) or the Organisational Regulations do not reserve such business for the Board of Directors. The Delegate of the Board of Directors heads the Group and the Executive Management which decides on business development. The Executive Management is responsible in particular for the implementation of the Group strategy defined by the Board of Directors and for its results. The Delegate of the Board of Directors is thus responsible for overall management and overall group coordination as well as for corporate development.

The other activities and interests of the individual members of the Executive Management are listed in the above short biographies. According to the current Articles of Association, Article 25, no member of the Executive Management may hold more than 5 additional offices, of which no more than 1 is held in listed companies; see also the Articles of Association at http://www. valartisgroup.ch/en/#statuten.

Valartis Group AG has not delegated any management tasks to third parties. A consulting agreement was concluded in 2017 between a Group company of Valartis Group and a Swiss stock corporation privately held by the Board of Directors' Chairman at armʼs length terms. This agreement provides for the provision of advisory and consulting services in the areas of the Groupʼs short-term investment policy and strategy, in particular in the areas of short-term cash management, business development and project development. The remuneration for this agreement is disclosed in the Compensation Report on page 30 and under Note 32 Related parties and companies, page 94.

REMUNERATION, SHAREHOLDINGS AND LOANS

Information on the remuneration system of Valartis Group and on the remuneration of the members of the Board of Directors, including the Delegate of the Board of Directors, and the Executive Management in the 2025 business year can be found in the separate Compensation Report (see page 26). Loans to members of the Board of Directors and the Executive Management may only be granted if their amount corresponds to market practice and the applicable internal guidelines of the company. The total amount of outstanding loans per member of the Board of Directors or Executive Management may not exceed CHF 5 million (according to the current Articles of Association, Article 31; see Articles of Association at http://www.valartisgroup.ch/en/#stat-uten). Details of the shareholdings and loans of the members of the Board of Directors and the Executive Management are disclosed in the Compensation Report on page 32 ff. and in the notes to the consolidated financial statements, Note 33.

SHAREHOLDERS PARTICIPATION RIGHTS

Shareholders participation rights comply with the legal provisions of the Swiss Code of Obligations. There are no voting restrictions. Each share entitles the holder to one vote at the Annual General Meeting of Valartis Group. A shareholder may only be represented at the Annual General Meeting by the independent proxy, his or her legal representative or by written authorisation to a third party who need not be a shareholder. Powers of attorney are only valid for one General Meeting at a time.

Information on any rules in the Articles of Association on the electronic participation in the General Meeting of shareholders The Annual General Meeting may be held by electronic means without a meeting venue (virtual Annual General Meeting) or with a meeting venue (hybrid Annual General Meeting) in compliance with the legal requirements. The Board of Directors regulates the details of the use of electronic means. See also the article 11 of the Articles of Association at http://www. valartis-group.ch/en/#statuten.

There are no regulations deviating from Article 704 of the Swiss Code of Obligations. Accordingly, no special statutory quorums were determined.

There are no provisions in the Articles of Association that deviate from the law regarding the convening of the Annual General Meeting. The General Meeting is convened by the Board of Directors at least 20 days before the date of the meeting, stating the agenda and proposals. In the invitation to the Annual General Meeting, the Board of Directors announces the date of entry in the share register which is decisive for participation and voting rights. The invitation is issued by means of a single announcement in the Companyʼs official publication channel. This is currently the Swiss Official Gazette of Commerce (SOGC). An Extraordinary

General Meeting may also be convened in writing by one or more shareholders who together represent at least 5 per cent of the share capital, stating the agenda items and proposals.

A shareholder or a group of shareholders who together represent at least 0.5 per cent of the share capital may request in writing that an item be included on the agenda for the General Meeting, stating the item and the proposal to be included on the agenda, whereby this proposal must be received by the Company at least 45 days before the General Meeting.

CHANGE OF CONTROL AND DEFENSIVE MEASURES

An acquirer of shares in the Company is not obliged to make a public purchase offer pursuant to Articles 135 and 163 of the Swiss Federal Act on Financial Market Infrastructures and Market Behaviour in Securities and Derivatives Trading.

The rules explicitly exclude severance payments for members of the Board of Directors and employees. There are also no other clauses on changes of control.

AUDITORS

Deloitte Ltd charged Valartis Group CHF 0.13 million in the business year 2025 for services in connection with the audit of the annual financial statements and the audit of the consolidated financial statements of Valartis Group and its Group companies.

Furthermore, Valartis Group did not use any other services from Deloitte Ltd such as services in the areas of legal advice, taxes, projects and IT. New audit items and any special audits must be approved by the Board of Directors. There is no set catalogue of criteria to be used in the approval of such additional mandates. The Board of Directors decides in each individual case whether the granting of the additional mandate calls the independence of the audit firm into question.

The external auditors and the group auditor are supervised by the Board of Directors. It is responsible for dealing with the reports of the external auditors.

As a rule, the external auditors report in person and in writing at the December meeting of the Board of Directors on the planning, dates and budget of the audit activities of the following year and present the head of the mandate and his deputy with brief biographies. At the following March meeting of the Board of Directors, at which the Board of Directors approves the Annual Report for the past business year, the external auditors present the comprehensive report of the statutory auditors to the Board of Directors, both in person and in writing, for the respective annual financial statements as of 31 December, of the previous year for Valartis Group (the Group) and for the individual company Valartis Group AG and report on the audit activities performed. Further meetings of the external auditors at board of directors' meetings are instructed by the Chairman of the Board.

When selecting the audit firm and assessing the performance of the audit firm, the legal requirements must be met. Further decisive selection and assessment criteria for the Board of Directors are the proven expertise in complex financial and valuation issues in accordance with IFRS accounting standards as well as in Valartis-specific special topics. Great attention is also paid to continuity. At medium-term intervals - usually every three to five years - an in-depth assessment takes place. The results are discussed with the auditing company in each case.

INFORMATION POLICY

The legally prescribed announcements of Valartis Group are legally effective in the official publication channel (Swiss Official Gazette of Commerce, SOGC). Valartis Group AG informs shareholders and capital market participants in a timely, open and comprehensive manner. Its information policy is based on the principle of equal treatment. As a company listed on the SIX Swiss Exchange, Valartis Group AG is subject to the obligation to disclose price-sensitive events without delay (Directive Ad hoc Publicity, DAH). In 2025, the company published 4 adhoc announcements (see also https://valartisgroup.ch/en/#adhoc).

Market participants who wish to be directly informed about Valartis Group regarding potentially price-sensitive facts can register with the pertinent e-mail service: http://www.valartisgroup. ch/en/#kontakt.

In addition to adhoc announcements and the publication of annual and half-yearly reports prepared in accordance with International Financial Reporting Standards (IFRS), reporting also includes media information on current developments, and the Annual General Meeting in May. In addition to the electronic distribution of media information, the Annual Reports are available online to all interested parties. The Annual Report is available online as a document in pdf format, see Investor Relations at https://valartis-group.ch/en/#geschaeftsberichte.

The corporate governance rules (see page 16) are briefly described and the Articles of Association and Code of Conduct are published on the Valartis website under the title Investor Relations: http:// https://www.valartisgroup.ch/en/#investorrelations.

Annual Report 2025 31 March 2026

Closing date for the share register 16 April 2026

Annual General Meeting 2026 5 May 2026

Half-year results 2026 25 August 2026

Investor Relations Valartis Group AG rue de Romont 29/31 CH-1700 Fribourg FR Tel. +41 44 503 54 10

corporate.communications@valartis.ch

Valartis Market Information

Listing: SIX Swiss Exchange

Security symbol: VLRT

Reuters: VLRT.S

Bloomberg: VLRT SW

ISIN: CH0367427686

https://www.valartisgroup.ch

QUIET PERIODS

There are no defined blackout periods. The Board of Directors and Executive Management members are responsible to abstain from using price sensitive information in case they trade any share of the Group.

COMPENSATION REPORT

DEAR SHAREHOLDERS

Philipp LeibundGut,

Chairman of the Compensation Committee

Placing the long-term interest of Valartis Group and its stakeholders at the centre of all our actions is the key factor of our compensation system. We believe that a consistent and predictable compensation system over time supports employees who take responsibility and demonstrate entrepreneurship. Thus, it is very valuable and in the interest of all. This report informs you on the one hand about Valartis Group's compensation policy and compensation system and on the other hand, it shows how performance components are linked to overall compensation. The report comprises the following chapters:

• Compensation Committee: organisation, tasks and responsibilities

• Compensation principles for the Board of Directors, the Executive Management and employees

• Determination of compensation

• Compensation of the Board of Directors

• Compensation of the Executive Management

• Compensation of Employees

• Long Term Incentive Programme description

• Overview of the loans and shareholdings of the members of the Board of Directors and the Executive Management as of year-end 2025

The Compensation Report 2025 complies with current corporate governance requirements and is based on the requirements of economiesuisseʼs Swiss Code of Best Practice for Corporate Governance and the SIX Directive on Information relating to Corporate Governance ("DCG").

In accordance with the provisions of the Swiss Code of Best Practice for Corporate Governance and the Swiss law, the Board of Directors proposed to the 2025 Annual General Meeting of 6 May 2025 the overall framework for the compensation of the Board of Directors and the Executive Management. The shareholders approved the proposed total amounts with a large majority.

Valartis Group's remuneration system serves as an instrument for harmonising the interests of shareholders and employees. As a Group, we thus create incentives for our employees to achieve our corporate objectives and offer competitive remuneration in line with the market while safeguarding the interests of our shareholders. We are committed to a fair, balanced and performance-oriented remuneration. In addition to progressive social benefits, the employees of the Group companies also receive attractive base salaries in line with market conditions and have the opportunity to participate in a bonus system of Valartis Group that is dependent on individual performance and the success of the Group.

Valartis Group's performance-related remuneration system is geared to the Group's medium-term economic success and sustainable competitiveness. It coordinates the interests of shareholders and employees in a way that promotes a performance-, team- and risk-conscious culture as well as entrepreneurial thinking and acting and thus strengthens the Group as a whole.

On behalf of the Board of Directors

Philipp LeibundGut

COMPENSATION COMMITTEE: ORGANISATION, TASKS AND RESPONSIBILITIES

The organisation, tasks and responsibilities of the Compensation Committee are defined as follows for the Board of Directors of Valartis Group AG in accordance with Art. 24 of the Articles of Association of 6 May 2025 (see Articles of Association at http://www. valartisgroup.ch/en/#statuten) and Art. 3.10 (a) of the Organisational Regulations of 3 April 2017:

The Compensation Committee consists of at least three members of the Board of Directors who are elected individually by the General Meeting for a term of one year, i.e. up to and including the first Annual General Meeting after their election. Re-election is permissible. If one or more members resign or if the Compensation Committee is not fully composed, the Board of Directors shall appoint the missing members from among its members by the end of the next General Meeting.

On 6 May 2025 the General Meeting elected Philipp LeibundGut, Gustav Stenbolt, Olivier Brunisholz and Diana Stenbolt as members of the Compensation Committee for a term of office until the conclusion of the next Annual General Meeting (2026) on 5 May 2026. Therefore, the Compensation Committee is currently made up of the same four members as the Board of Directors of Valartis Group currently consists of.

The Compensation Committee is self-constituting and appoints one of its members as Chairman, whereby the Chairman of the Board of Directors may not chair the Compensation Committee. Philipp LeibundGut is the Chairman of the Compensation Committee. The Compensation Committee meets as often as business requires, generally three times a year. The Compensation Committee performs its duties and competencies as a collective body. The Compensation Committee is generally quorate if a majority of its members are present. Resolutions are passed by a majority of the votes cast. In the event of a tie, the Chairman has the casting vote. Minutes of the meetings are made available to the Board of Directors.

In all compensation-related matters, the Compensation Committee can in principle only submit proposals to the Board of Directors; due to the current constellation, both bodies - Board of Directors and Compensation Committee - consist of the same members which means that the decisions of the Compensation Committee are binding for Valartis Group. The associated tasks with the Compensation Committee include, among others:

• the establishment of principles for the compensation of the Board of Directors, the Executive Management and employees;

• the preparation, development and periodic review of the remuneration policy and performance targets of the Executive Management;

• the periodic review of the implementation of remuneration policy;

• the annual performance assessment of the members of the Executive Management;

• succession planning and nomination for executive management positions;

• the annual review of the remuneration of each member of the Executive Management;

• the selection of candidates for election or re-election to the Board of Directors and the preparation of corresponding proposals for the attention of the Board of Directors;

• the preparation and presentation of the Compensation Report for approval by the Board of Directors;

• the periodic evaluation of appropriate insurance policies for the members of the Board of Directors and the Executive Management with the involvement of external experts and the preparation of appropriate recommendations for the Board of Directors.

  COMPENSATION PRINCIPLES FOR THE BOARD OF DIRECTORS,

  THE EXECUTIVE MANAGEMENT AND EMPLOYEES

  Valartis Group's performance-related remuneration system aims to attract, promote and retain suitable employees in order to ensure the Group's long-term economic success and sustainable competitiveness. It is based on the following principles:

• The remuneration system provides incentives that promote a performance-, team- and risk-conscious culture as well as entrepreneurial thinking and acting and thus strengthens Valartis Group as a whole.

• The total compensation generally includes a fixed and a variable component.

• The variable remuneration component depends to an appropriate extent on individual performance, the result of the business unit and the success of the Group as a whole.

• Both directly measurable and non-measurable criteria serve as the basis of assessment for the variable remuneration component.

• The variable component may to a large extent be remunerated in Valartis Group AG shares.

• The payment of a significant portion of the variable remuneration is dependent on the future success of Valartis Group. In doing so, the risks entered into must be adequately taken into account.

• Severance payments for members of the Board of Directors and the Executive Management are excluded.

  Valartis Group employs a total of 35.5 people full-time equivalent at various locations in the areas of financial services, real estate projects and participations. Due to the small size of the individual business activities, the Board of Directors and the Executive Management consider it unproductive and disproportionate to make benchmark comparisons when determining the remuneration of both the Executive Management and employees. Rather, the relevant bodies base their decisions on their own experience and discretion.

  Compensation of the Board of Directors

  The compensation of the members of the Board of Directors consists of a fixed compensation and, if applicable, a performance-related compensation (for details see here below). Due to the small size of Valartis, members of the Board of Directors may take on activities and projects with a sustainable benefit to Valartis Group and may thus merit a performance-related compensation.

  Compensation of the Executive Management

  The compensation of the members of the Executive Management consists of a fixed compensation and, if applicable, a performance-related compensation (for details see page 31):

• The fixed compensation is determined by the task and functional responsibility of the member of the Executive Management.

• The performance-related compensation is determined, if the Board of Directors decides to grant it, by the Group's operating profit, the operating profit of the business unit and the individual contribution.

• The agreement of performance-related remuneration components forms an element of the annual target agreement process, within the framework of which both individual and financial performance targets are defined. At the end of the period, the degree of target achievement is measured.

• The interests of shareholders (return on equity, contribution to earnings from market movements, etc.) must be adequately considered when determining the quantitative objectives of the members of the Executive Management.

• In addition to measurable parameters such as earnings improvement, project completion, etc., individual contributions also include non-financial target parameters (compliance, compliance with risk policy requirements, employee management, and commitment to the Group as a whole).

  Long Term Incentive Programme

  Valartis Groupʼs Long Term Incentive Programme ("LTI") is an integral component of the remuneration system which considers the Group's success and individual performance as well as the objective of long-term employee loyalty and safeguarding shareholder interests (see details on page 31 ff.).

  DETERMINATION OF COMPENSATION

  The Compensation Committee decides on the total remuneration of the Board of Directors and the Executive Management which the Board of Directors must submit annually to the Annual General Meeting for approval. This task comprises the following two steps:

• The Compensation Committee decides on the compensation of the members of the Board of Directors within the maximum total amount approved or to be approved by the General Meeting and submits corresponding proposals to the Board of Directors (see also table Competences and responsibilities, see page 29).

• The Compensation Committee decides on the compensation of the Delegate of the Board of Directors and, after consulting the Delegate of the Board of Directors, the other members of the Executive Management within the maximum overall amount approved or to be approved by the General Meeting and submits corresponding proposals to the Board of Directors.

• Since the Board of Directors has four members and the Chairman simultaneously performs the duties of the Delegate of the Board of Directors, he is also a member of the Compensation Committee. Decisions on the proposals and recommendations of the Compensation Committee are taken jointly by the Board of Directors. The members of the Board of Directors or the Delegate of the Board of Directors concerned in each individual case shall abstain from voting on their case.

Subject to approval by the General Meeting and in accordance with the company's organisational regulations, the Board of Directors of Valartis Group determines the remuneration of the members of the Board of Directors and, after consultation with the Delegate of the Board of Directors, of the members of the Executive Management on the proposal of the Compensation Committee.

The Delegate of the Board of Directors proposes the amount of bonus per operating business unit, based on the total bonus amount decided by the Board of Directors, to the Compensation Committee which reviews the corresponding proposal. In consultation with the Delegate of the Board of Directors, the manager responsible for the business unit determines the bonus payments to the employees of such a unit.

In accordance with the provisions of the Swiss Code of Best Practice for Corporate Governance and the Swiss law, the Board of Directors proposed to the 2025 Annual General Meeting of 6 May 2025 the overall framework for the compensation of the Board of Directors and the Executive Management. The shareholders approved the proposed total amounts with a large majority. Valartis Group seeks dialogue with shareholders and shareholder representatives in order to receive valuable feedback on its remuneration policy. This is regularly evaluated and appropriately taken into account.

COMPENSATION OF THE BOARD OF DIRECTORS

The members of the Board of Directors receive a fixed remuneration for their work, the amount of which depends on their function within the Group. In 2025, a variable remuneration component for members of the Board of Directors took place through the LTI Programme. The Compensation Committee decides on the remuneration of the members and the Chairman of the Board of Directors within the maximum total amount approved or to be

approved by the General Meeting and submits the corresponding proposals to the Board of Directors (see also table Competencies and responsibilities hereafter). The fees of the members of the Board of Directors are fixed for the period between two Annual General Meetings.

The fixed remuneration is to be paid out in cash whereas the variable remuneration is paid either in cash or in Group shares (LTI Programme). Information on loans, shares and options held is disclosed on pages 32-33 of this Compensation Report.

The Chairman of the Board of Directors receives a board of direc-tors' fee plus, in his function as Delegate of the Board of Directors, an additional fee in the form of a salary. This salary is based on the performance of the operational management of the Group. The total remuneration corresponds to the status of the Chairman of the Board of Directors and his active role as a delegate in implementing the strategy, managing and monitoring Group activities and exchanging information with shareholders. As Chairman of the Board of Directors, he coordinates the activities of the Board of Directors, works with the committees to coordinate the tasks of the committees and ensures a sufficient flow of information between the individual members of the Board of Directors so that they can properly discharge their responsibilities. As Delegate, he is in charge of the implementation of the strategy, the implementation of the structural and organisational guidelines set by the Board of Directors and bears a significant responsibility for the fulfilment of the Group's objectives. In addition, the Chairman of the Board of Directors exerts influence on compensation issues, including performance evaluation. He chairs the Board of Directors, the General Meetings and plays an active role in representing the Group to key shareholders, investors, regulators, industry associations and other stakeholders.

The other members of the Board of Directors assume the areas of responsibility assigned to them in accordance with the organisational responsibility of the Board of Directors and serve on the committees of the Board of Directors in accordance with the organisational regulations.

The Executive Management which had consisted of two members since 2017 after the successful reorganisation of the previous years was further reduced as of the 1 April 2020. Besides being Chairman of the Board of Directors, Gustav Stenbolt assumes the additional function as Delegate of the Board of Directors since 1 March 2017 and is the sole member of the Executive Management since the 1 April 2020.

After the additional time burden for a Board of Directors Chairman and Delegate of the Board of Directors increased significantly due to the very large reduction in the number of employees in the group service organisation and included tasks which traditionally are not performed directly by these two functions, a consulting agreement was concluded between a Group company of Valartis Group and a Swiss stock corporation privately held by the Board of Directors' Chairman at arm's length terms. This agreement provides for the provision of national and international advisory and consulting services in the areas of the Group's investment policy and strategy and asset management, in particular in the areas of short-term cash management, business development and project development. This agreement is also disclosed under Note 32 of the consolidated financial statements "Related parties and companies". The contract was concluded with Valartis International Ltd. because this company uses most of these advisory and consulting services.

Decision Delegate of

the BoD 1)

Compensation Committee

Board of Directors

AGM

Compensation of the members of the BoD1),

the Chairman and the Delegate of the BoD 1)proposal approval review

Fixed compensation of members of the Executive Committee proposal

Long Term Incentive Programme for the Delegate

proposal approval

of the Board of Directors proposal approval

Long Term Incentive Programme for Executive Committee

members (excluding Delegate of the BoD 1)) proposal

Long Term Incentive Programme for the employees proposal Total remuneration of the Board of Directors and the

review

proposal approval

review

proposal approval

Executive Committee proposal approval

1) Board of Directors

1. In addition to employer contributions, Valartis Group also pays the employee contributions on the fees of the Board of Directors. For the remuneration of the Delegate of the Board of Directors, only the employer's contributions are included (the employee's contributions are deducted from the employee's gross salary); the pension contributions include not only the AHV contributions but also the BVG contributions.

2. The remuneration of the Chairman and Delegate of the Board of Directors for the financial year 2025 is composed as follows: CHF 130,000 as fee as Chairman of the Board of Directors (net) + CHF 240,016 as salary as Delegate of the Board of Directors (gross)+ lump-sum expenses CHF 42,983 + CHF 144,834 as variable remuneration (LTI) + CHF 337,500 as compensation for a consulting agreement (net) with a Swiss public limited company privately held by the Chairman of the Board of Directors = Total CHF 895,333 as total remuneration, plus social security contributions and VAT.

1. In addition to employer contributions, Valartis Group also pays the employee contributions on the fees of the Board of Directors. For the remuneration of the Delegate of the Board of Directors, only the employer's contributions are included (the employee's contributions are deducted from the employee's gross salary); the pension contributions include not only the AHV contributions but also the BVG contributions.

2. The remuneration of the Chairman and Delegate of the Board of Directors for the financial year 2024 is composed as follows: CHF 130,000 as fee as Chairman of the Board of Directors (net) + CHF 239,512 as salary as Delegate of the Board of Directors (gross)+ lump-sum expenses CHF 43,487 + CHF 149,872 as variable remuneration (LTI) + CHF 337,500 as compensation for a consulting agreement (net) with a Swiss public limited company privately held by the Chairman of the Board of Directors = Total CHF 900,371 as total remuneration, plus social security contributions and VAT.

   COMPENSATION OF THE EXECUTIVE MANAGEMENT

   The remuneration policy for the Executive Management is issued by the Board of Directors based on Art. 3.9 (b) of the Organisational Regulations of Valartis Group AG dated 3 April 2017. The requirements contained therein follow the guidelines of the SIX Swiss Exchange regarding information on Corporate Governance (DCG). The Board of Directors of Valartis Group AG approves the remuneration of the Delegate of the Board of Directors and, after consulting the Delegate of the Board of Directors, the remuneration of the other members of the Executive Management within the framework of the maximum total amount approved or to be approved by the General Meeting.

   Structure of the remuneration system for the Executive Management

   The structure of the remuneration system for the Executive Management is based on the combining business success with individual performance components which are also listed in the chapter Determination of compensation on page 28.

   The remuneration is determined according to the following criteria: - The compensation of the members of the Executive Management consists of a fixed compensation and, if applicable, a per-

   formance-related compensation.

   • The fixed compensation is determined by the task and functional responsibility of the individual member.

   • The performance-related compensation is determined on the basis of the following quantitative and qualitative components:

     • operating net income;

     • operating profit of the business unit;

     • individual contribution.

   Weighting

   When determining the individual components, the interests of the shareholders (return on equity, contribution to earnings from market movements, etc.) are taken into account in an appropriate manner. In addition to measurable parameters such as changes in earnings or the degree to which project objectives are achieved, individual contributions also include qualitative factors such as compliance, compliance with risk policy requirements, employee management and commitment to the Group as a whole (non-exhaustive list).

   Due to the dependency on the course of business and the individual performance contributions, the total remuneration of a member of the Executive Management may vary from year to year. The ratio between the fixed and variable compensation components changes accordingly.

   Information on loans, shares and option holdings can be found in the Note 33 of the Consolidated financial statements and on page 32-33 of this Compensation Report.

   COMPENSATION OF EMPLOYEES

   The remuneration model described for the Executive Management also applies to all employees in Switzerland. Based on the total bonus amount decided by the Board of Directors, the Delegate of the Board of Directors determines the total bonus payment for each operating business unit and submits a corresponding proposal to the Compensation Committee (see also page 28). In consultation with the Delegate of the Board of Directors, the manager responsible for the respective unit determines the bonus payments to the employees working in such a unit.

   Further information on salaries, bonuses, social benefits, employee benefits and equity compensation can be found in the Notes 5, 23 and 31 to the Consolidated financial statements.

   LONG TERM INCENTIVE PROGRAMME DESCRIPTION

   In 2025, the Group continued to deploy its Long Term Incentive Programme ("LTI") that initially started in 2010 and covers members of the Board of Directors, Executive Management and certain employees based on criteria presented on page 28 ff.

   For each participant, the LTI package consists of grant shares ("Award Shares") in combination with a sale of shares at preferential conditions ("Purchase Shares") financed by way of a loan granted by the Valartis Group. In some instances, participants have the possibility to only acquire shares at preferential conditions. In that case, Valartis Group financing is provided only for half of the Purchase Shares. Preferential conditions mean a discount of 16 per cent compared to the relevant market closing price on the previous day of shares allocation. The shares are restricted for a period of 3 years.

   In addition, LTI participants are remitted with put options in order to cover the loan value in case they would need to sell their shares to reimburse the financing provided by the Group. The strike price has been set at 42 per cent of the relevant market closing price on the previous day of shares allocation.

   Ownership of shares will only vest to the eligible participant if their employment or mandate contract with Valartis Group, or a subsidiary controlled by Valartis Group has not been terminated. In case they have left the Group:

   • as a good leaver, both Award and Purchase Shares remain vested to the eligible participant

   • as a medium leaver, Award Shares remain vested to the eligible participant. The Group has the right, but not the obligation to acquire any Purchase Shares at the lower of original purchase price and the fair market value.

   • as a bad leaver, the Group has the right, but not the obligation to acquire any Award and Purchase Shares at the lower of original purchase price and the fair market value.

The Long Term Incentive Agreement governs conditions and the definition of good, medium and bad leaver.

In case, the Group would repurchase any restricted shares, it will reallocate them as well as the loan portion to one or more partic-

ipants or buy them for its account to be reissued in a future programme.

OVERVIEW: LOANS, SHARES AND OPTIONS HELD BY MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT (AUDITED)

The table below shows the total loans held by the Board of Directors and the Executive Management, as well as all shares and op-

tions listed as of 31 December 2025 with comparative figures for the previous year:

1. Includes entitled Valartis Group shares during 2025

2. Entitled shares refer to all shares of Valartis Group granted to participants of the Long Term Incentive Programme in 2025.

3. Refer to outstanding loans granted to finance ("Purchase Shares") within the Long Term Incentive Programme from 2020 to 2025.

4. Tidesea Ltd, a Swiss stock corporation privately held by the Chairman of the Board of Directors, owns shares in MCG Holding AG (majority shareholder of Valartis Group AG) partially financed by a loan from Valartis Group. This loan was granted in line with market conditions.

5. Put options have been granted to each LTI participant for all Award and Purchase Shares in order to cover the loan value at maturity in case the market value of the shares would not be sufficient to reimburse the financing loan.

6. 1:1 ratio with Group's shares

   2024 in CHF		Gustav Stenbolt, Chairman & Delegate of the BoD		Philipp LeibundGut, Vice Chairman		Olivier Brunisholz, Member		Diana Stenbolt, Member		Total
   Shareholdings held by and Loans / Credits to Directors
   Number of shares held 1)		1,932,743		351,124		16,515		4,150		2,304,532
   Number of shares (entitlements) 2)		30,000		15,000		1,400		1,400		47,800
   Value of shares (entitlements) in CHF 2)		299,744		149,872		13,988		13,988		477,592
   Loans and credits in CHF 3)		539,746		190,884		46,596		35,568		812,794
   Loans and credits to related parties in CHF 4)		2,633,423		-		-		-		2,633,423
   Number of put options (entitlements) 5) 6)		30,000		15,000		1,400		1,400		47,800
   Value of put options (entitlements) in CHF		6,900		3,450		322		322		10,994
   Number of put options (balance)		101,000		32,000		7,700		4,150		144,850

   1. Includes entitled Valartis Group shares during 2024

   2. Entitled shares refer to all shares of Valartis Group granted to participants of the Long Term Incentive Programme in 2024.

   3. Refer to outstanding loans granted to finance ("Purchase Shares") within the Long Term Incentive Programme from 2020 to 2024.

      Loans, shares and options held by the members of the Executive Management 2025 and 2024

      Loans, shares and options held by Gustav Stenbolt as Delegate of the Board of Directors are shown above under Loans, shares and options held by the members of the Board of Directors 2025 and 2024.

   4. Tidesea Ltd, a Swiss stock corporation privately held by the Chairman of the Board of Directors, owns shares in MCG Holding AG (majority shareholder of Valartis Group AG) partially financed by a loan from Valartis Group. This loan was granted in line with market conditions.

   5. Put options have been granted to each LTI participant for all Award and Purchase Shares in order to cover the loan value at maturity in case the market value of the shares would not be sufficient to reimburse the financing loan.

   6. 1:1 ratio with Group's shares

Gustav Stenbolt: Chairman of Norinvest Holding SA, MCG Holding SA, Tidesea AG, Vice-Chairman of Banque Cramer & Cie SA, Board member of EPH European Property Holdings PlC (listed), Société de l'Hôtel des Trois Couronnes, à Vevey, SA, Valartis Im-mobilier AG, Valartis German Residential Health Care SICAV-FIS and member of the Foundation council of the University of Fribourg. Philipp Leibundgut: Chairman of Briese Schiffahrt (Schweiz) AG and Vice Chairman of MCG Holding SA. Olivier Brunisholz: Chairman of Fons Family office Network Service SA, Board member of Coruno AG, Formasol SA, Holsiholding SA, JCR International SA, Paris Miki International SA, Pontos Consulting SA, Unframed SA, Vallion Holding SA, Wise knight SA, Manager of T.O. Holding Sàrl, Partner of the law firm Briner & Brunisholz Lawyers. Diana Stenbolt: Director of The skindays Ltd.

AUDITORʼS REPORT ON THE COMPENSATION REPORT

Deloitte SA

Rue du Pré-de-la-Bichette 1 1202 Geneva

Switzerland

Phone: +41 (0)58 279 80 00

Fax: +41 (0)58 279 88 00

https://www.deloitte.ch

Report of the statutory auditor

To the General Meeting of Valartis Group AG, Fribourg

Report on the Audit of the Compensation Report according to Art. 734a-734f CO Opinion

We have audited the compensation report of Valartis Group AG (the Company) for the year ended

31 December 2025. The audit was limited to the information pursuant to Art. 734a-734f of the Swiss Code of Obligations (CO) in the tables marked "audited" on page 30 and pages 32 to 33 of the compensation report.

In our opinion, the information pursuant to Art. 734a-734f CO in the accompanying compensation report complies with Swiss law and the Company's articles of incorporation.

We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the "Auditor's Responsibility for the Audit of the Compensation Report" section of our report. We are independent of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession. We have also fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

The Compensation Report of Valartis Group AG for the year ended 31 December 2024, were audited by another auditor whose report, dated 31 March 2025, expressed an unqualified opinion on this Compensation Report.

The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the tables marked "audited" in the compensation report, the consolidated financial statements, the stand-alone financial statements and our auditor's reports thereon.

Our opinion on the compensation report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the compensation report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the audited financial information in the compensation report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

The Board of Directors is responsible for the preparation of a compensation report in accordance with the provisions of Swiss law and the Company's articles of incorporation, and for such internal control as the Board of Directors determines is necessary to enable the preparation of a compensation report that is free from material misstatement, whether due to fraud or error. It is also responsible for designing the compensation system and defining individual compensation packages.

Our objectives are to obtain reasonable assurance about whether the information pursuant to Art. 734a-734f CO is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this compensation report.

As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement in the compensation report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made.

We communicate with the Board of Directors and/or its relevant committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Board of Directors and/or its relevant committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

Deloitte SA

Vida Gratteau Jean Compingt

Licensed audit expert Licensed audit expert Lead auditor

VALARTIS GROUP CONSOLIDATED FINANCIAL STATEMENTS

38 CONSOLIDATED INCOME STATEMENT

39 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

40 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

42 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

44 CONSOLIDATED CASH FLOW STATEMENT

49 NOTES

108 AUDITORʼS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENT