CALIDA : Organizational Rules of CALIDA Holding AG

ORGANIZATIONAL RULES

of

Calida Holding AG

with registered office in Oberkirch

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		CONTENTS
I.	GENERAL PROVISIONS ...............................................................................................	3
II. REGULATORY PROVISIONS/CONFLICTS OF INTEREST ..........................................	4
1.	Law/Stock market..................................................................................................................................	4
2.	Further regulatory provisions............................................................................................................	4
3.	Conflicts of interest and stepping aside .........................................................................................	4
	3.1	Conflicts of interest .........................................................................................................................	4
	3.2	Stepping aside ................................................................................................................................	4
	3.3	Transactions with the Company ...................................................................................................	5
III. THE BOARD OF DIRECTORS ......................................................................................	5
1.	New elections/Constitution ................................................................................................................	5
	1.1	Election ............................................................................................................................................	5
	1.2	Constitution......................................................................................................................................	5
	1.3	Authority to sign ..............................................................................................................................	5
2.	Tasks and terms of reference ............................................................................................................	6
3.	Reporting/Obligation to provide information.................................................................................	6
	3.1	Reporting .........................................................................................................................................	6
	3.2	Information and scrutiny ................................................................................................................	6
4.	Meetings of the Board of Directors/Convening/Agenda .............................................................	7
	4.1	Meeting intervals.............................................................................................................................	7
	4.2	Convening/Agenda .........................................................................................................................	7
5.	Quorum/Decision-making ...................................................................................................................	7
6.	Minutes ....................................................................................................................................................	8
7.	Compensation........................................................................................................................................	8
8.	Assessment ............................................................................................................................................	8
IV.	COMMITTEES................................................................................................................	8
1.	Appointment of committees ...............................................................................................................	8
2.	Audit & Risk Committee ......................................................................................................................	9
3.	Nomination & Compensation Committee .....................................................................................	10
4.	General provisions concerning the committees.........................................................................	11
V. BUREAU OF THE BOARD OF DIRECTORS ..............................................................	11
1.	Duties/Deputising................................................................................................................................	11
2.	Conduct of meetings/Flow of information ....................................................................................	11
VI.	CHIEF EXECUTIVE OFFICER .....................................................................................	12
1.	Delegation of operational management ........................................................................................	12
2.	Organization of the Management Committee ..............................................................................	12
3.	Reporting to the Board of Directors...............................................................................................	12
VII.	ALLOCATION OF AUTHORITY ..................................................................................	13

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1. GENERAL PROVISIONS

1. These organizational rules ("OReg") have been drawn up on the basis of Art. 716a and Art. 716b OR and Art. 22 of the Articles of Incorporation of Calida Holding AG, ("Company").
2. The Company is a holding company. It has subsidiary companies including the Lafu- ma group ("TG") which handle the operational business. The Company and TGs are referred to jointly as the "Group".
3. The Group is run on a uniform basis, subject to compliance with binding statutory provisions. The delegation described in Section VI 1. of operating authority for the conduct of business to the Chief Executive Officer ("CEO") comprises authority over the operational management of the Group.
4. Apart from organizational issues relating to processes and tasks within the Board of Directors, the OReg determine, in particular, the relationship or allocation of authority between the Board of Directors and the CEO.
5. The OReg were adopted by decision of the Board of Directors of 6 March 2015 and replace the organizational rules of 12 December 2007. They entered into force on 6 March 2015. The OReg is part of the contract of employment of the CEO. The CEO will ensure that the rules set out in OReg are notified to the members of the Manage- ment Committee and - as far as is necessary - also to other members of the execu- tive staff and respected by them.
6. The OReg may be amended by a decision of the Board of Directors at any time.

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1. REGULATORY PROVISIONS/CONFLICTS OF INTEREST

1. Law/Stock market
   The Company has a stock market listing. The Company and its official bodies are therefore governed throughout the Group by the Stock Market Act and the regulatory provisions of the SIX Swiss Exchange governing listed companies. The official bodies of the Company are aware of that circumstance and undertake to comply with the ap- plicable laws and regulatory provisions.
2. Further regulatory provisions
   Internal Company regulations have been laid down; they serve in part to implement the provisions referred to in II, Sec. 1. These regulations are attached to OReg. They comprise the following:
3. 1. the latest organization chart
   2. the Code of Conduct
   3. the regulations for the Management Committee, including a definition of terms of reference
   4. rules on trade in participation rights ('Insider Trading')
4. Conflicts of interest and stepping aside

1. Conflicts of interest
   Members of the Board of Directors and Management Committee and other ex- ecutive staff of the Company designated by the Board of Directors must dis- close their secondary activities, interest representations, personal interests, membership of associations and federations and seats on other Boards of Di- rectors and Boards of Trustees of Foundations to the Board of Directors.
2. Stepping aside
   Members of the Board of Directors and Management Committee must step aside in all cases in which matters which touch upon their own interests or those of persons, organizations or companies close to them, are discussed and decided. They must organize their relationships in such a way that con- flicts of interests are avoided as far as possible.
   The Board of Directors shall decide whether a conflict of interests exists. The member of the Management Committee or Board of Directors concerned shall not take part in the discussion or decision on the agenda item concerned and shall leave the meeting. Before the discussion begins, a personal opinion may be stated by the member who has stepped aside.

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1. 3.3 Transactions with the Company

   Transactions between the Company or its TGs on the one hand and the mem- bers of the Board of Directors and Management Committee of the Company and, possibly, other executive staff members designated by the Board of Di- rectors or persons affiliated to them on the other, require the approval of the Board of Directors. Such transactions must be entered into under normal mar- ket conditions.

2. THE BOARD OF DIRECTORS

1. New elections/Constitution

1. Election
   If a member of the Board of Directors is to be newly elected or appointed by a by-election, the Nomination & Compensation Committee ("NCC") shall prepare a candidate profile which must be approved by the Board of Directors. On the basis of this candidate profile, the NCC will conduct a selection procedure, generally with the help of professional advice. The Board of Directors may de- cide to dispense with such professional advice.
   On completion of the evaluation procedure, the NCC shall, as far as possible, propose at least two candidates between whom the Board of Directors shall choose. The candidates selected by the Board of Directors shall be proposed to the General Meeting for election.
   A member of the Board of Directors cannot simultaneously be a member of the Board of Directors or any other official body of a company which is in competi- tion with the Group. Specific authorization may, however, be given by the Board of Directors.
2. Constitution
   The Board of Directors is self-constituting, subject to mandatory competences of the shareholders' meeting. It appoints a Vice-Chairman and a secretary who need not be a member of the Board of Directors. The term of office for ap- pointments to posts stipulated in the constitution is in general identical to the term of office of members of the Board of Directors, although in justified cases the Board of Directors always has the right to terminate such appointments at an earlier date, subject to mandatory competences of the shareholders' meet- ing.
3. Authority to sign
   All persons with authority to sign for the Group shall do so jointly, as a rule with one other person. Other binding legal provisions or other rules necessitated by limited resources locally are reserved, but in such cases suitable measures must be taken to restrict the risk arising from authority to sign personally. Where resource problems result in authority to sign personally, this must be approved by the Audit and Risk Committee ("ARC").