Arbonia : Compensation Report 2022

Arbonia

Annual Report 2022

Group Compensation Report

Compensation Report

This Compensation Report presents the compensation govern- ance, the principles of the compensation system, as well as the structure of the compensation of the Board of Directors and Group Management of Arbonia AG (in the following "Arbonia"). In addition, this report contains information on the compensation of the Board of Directors and Group Management in the financial year 2022, on the roles with economic purpose that the members of the Board of Directors and Group Management exercise at other companies, and on the shareholding rights held by the members of the Board of Directors and Group Management.

The information contained in the Compensation Report on the compensation of the Board of Directors and Group Management in the financial year 2022 has been reviewed by the statutory auditor. The audit report is found on pages 134 - 135.

The Compensation Report has been compiled in accordance with the regulations on compensation at companies whose shares are listed at a stock exchange in the Swiss law that supplements the Swiss Civil Code (Part Five: Code of Obligations) in the fourth section on corporate law (in the following "Code of Obligations") and the directive on information relating to corporate governance (RLCG) of 18 June 2021 of the SIX Exchange Regulation. The information relates to the reporting year 2022 unless otherwise indicated.

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Arbonia

Annual Report 2022

Market capitalisation

In CHF million as of 31 December

Group Compensation Report

1500
1250
1000
750
500
250
0
2015	2016	2017	2018	2019	2020	2021	2022

Total compensation¹

Share of the total costs of the Group²

Share of personnel expenses of the Group

0.4%

1.3%

¹ Members of the Board of Directors and of Group Management ² Personnel costs, material costs, other expenses

Motions to the General Meeting 2023 in 1 000 CHF

Total compensation		Total compensation
Board of Directors		Group Management
2 165		3 147

116

Arbonia	Group
Annual Report 2022	Compensation Report

1.	Governance	118
2.	Principles of the compensation system	121
3.	Compensation structure of the Board of Directors	122
4.	Compensation structure of Group Management	124
5.	Compensation of the Board of Directors for the year 2022 (audited)	128
6.	Compensation of Group Management for the year 2022 (audited)	130
7.	Loans and credit (audited)	131
8.	Roles of the members of the Board of Directors at other companies	131
	with economic purpose
9.	Roles of the members of Group Management at other companies	132
	with economic purpose
10.	Shareholdings as of 31 December 2022	133
Statudory Auditor's Report on the compensation report	134

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Arbonia

Annual Report 2022

Group Compensation Report

1. Governance

1.1. Membership of the Nomination and Compensation Committee

According to the Articles of Association of Arbonia www.arbonia.com / en / company / corporate-governance; in the following "Articles of Association") and the by-laws(www.arbonia.com / en / company / corporate-governance), the Nomination and Compensation Committee is comprised of two or more members.

The members of the Nomination and Compensation Committee are elected by the General Meeting for one year of office

each time. The Chairman of the Nomination and Compensation Committee is appointed by the Board of Directors at the request of the committee members.

At the ordinary General Meeting of 22 April 2022, Peter Barandun, Alexander von Witzleben, and Heinz Haller were re-elected as members of the Nomination and Compensation Committee. At the constituent meeting of the Board of Directors on 22 April 2022, Peter Barandun was again appointed Chairman of the Nomination and Compensation Committee.

In the year of office 2022 / 2023, the Nomination and Compensation Committee consisted of the following:

Members	Roles
Peter Barandun	-	Chairman of the Nomination and Compensation Committee
	-	Vice Chairman of the Board of Directors
Alexander von Witzleben	-	Member of the Nomination and Compensation Committee
	-	Member of the Audit Committee
	-	Executive Chairman of the Board of Directors from 22 April 2022
Heinz Haller	-	Member of the Nomination and Compensation Committee
	-	Member of the Board of Directors

The Chairman as well as a further member of the Nomination and Compensation Committee are independent and non- executive members of the Board of Directors. Alexander von Witzleben was the delegate of the Board of Directors and interim CEO until 22 April 2022 and has been Executive Chairman of the Board of Directors since 22 April 2022.

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Arbonia

Annual Report 2022

Group Compensation Report

1.2. Responsibilities

The Nomination and Compensation Committee is responsible for the Group's compensation policy, especially at the top corporate level. In addition, the committee assists the Board of Directors in identifying and selecting candidates for the Board of Directors and Group Management. The duties and powers of the Nomination and Compensation Committee are set out in the Articles of Association (www.arbonia.com / en / company /  corporate-governance), in the by-laws (www.arbonia.com / en /  company) as well as in the regulation of powers. The committee submits motions to the Board of Directors for decision and makes proposals and recommendations.

The responsibilities of the Nomination and Compensation Committee include, i. a.:

• Periodic review of the salary policy and the compensation system
• Yearly review of the compensation of the Board of Directors and Group Management
• Assessment of the performance of the members of Group Management
• Identification of candidates for the Board of Directors and
  Group Management
• Determination of the principles for managing and developing the members of the Board of Directors and Group Management

The responsibilities for the most important compensation issues at the level of the General Meeting, the Board of Directors, and Nomination and Compensation Committee are presented in the following table:

Topic	General	Board of Directors	Nomination
	Meeting		and Compensa-
			tion Committee
Development and periodic review of the salary policy and the compensa-		Decision	Motion
tion system
Determination of a bonus- and share-based payment programme		Decision	Motion
Determination of the compensation of the Board of Directors (Chairman,		Decision	Motion
Vice Chairman, members of the Board of Directors, committee chairman,
committee members)
Individual determination of the compensation of the Executive Chairman		Decision	Motion
of the Board of Directors and the members of Group Management
Definition of the targets for the current financial year		Decision	Motion
Individual assessment of the performance of the Executive Chairman of		Decision	Motion
the Board of Directors and the members of Group Management and
determination of the variable compensation based on the respective
target achievement
Retrospective approval of the total compensation of the Board of	Approval	Motion to the General	Motion
Directors and Group Management		Meeting
Compensation Report	Advisory	Motion to the General	Motion
	voting	Meeting

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