Galenica : Charter of the Governance, Nomination and Sustainability Committee

CHARTER OF THE GOVERNANCE, NOMINATION AND SUSTAINABILITY COMMITTEE

Berne, February 14, 2024

Galenica - the first choice for health, beauty and wellbeing

Title Charter of the Governance, Nomination and Sustainability Committee Date Berne, February 14, 2024

Page 2

Table of Contents

1.	Mission	3
2.	Composition	3
3.	Roles and Responsibilities	3
4.	Organisation	5
5.	Other Tasks	6

Galenica - Health and wellbeing are at the heart of what we do.

Title Charter of the Governance, Nomination and Sustainability Committee

Date Berne, February 14, 2024

Page 3

1. Mission
   The Governance, Nomination and Sustainability Committee supports the Chairman and the Board in the ultimate direction and supervision of the Company and the Group. It acts as an advisory body for the Chairman and the Board in Corporate Governance, Sustainability, in determining the appropriate size, function and needs of the Board as well as the identification of individuals being qualified to become or be re-elected as Board members.
2. Composition
   The Governance, Nomination and Sustainability Committee consists of the Chairman, the Vice Chairman and other members of the Board of Directors, who are elected by the Board of Directors as a whole at the constituent meeting (first meeting after the Annual General Meeting) for a term of office of one year. Re-election is possible. The majority of the members shall be independent in accordance with the Swiss Code of Best Practice for Corporate Governance and act in a non-executive capacity.
3. Roles and Responsibilities

3.1 Corporate Governance Tasks

The Governance, Nomination and Sustainability Committee acts as the Corporate Governance Committee.

It assists the Chairman in fulfilling his responsibilities with respect to the Company's corporate governance.

It advises on corporate governance issues, periodically reviews principles of corporate governance and gives recommendations to the Board.

The Governance, Nomination and Sustainability Committee shall in particular

1. Review periodically the Articles of Association on the Company (the "Articles of Association") and the Regulations of the Board of Directors, its Committees and the Executive Committee (the "Organizational Regulations") and recommend to the Board changes thereto with respect to good corporate governance and fostering shareholders' rights;
2. Review periodically the composition and size of the Board in order to ensure the Board has the proper expertise and consists of persons with sufficiently diverse backgrounds;
3. Determine the criteria for the selection of the Chairman, Board members and Committee members. The Governance, Nomination and Sustainability Committee considers factors such as (i) personality, skills and knowledge, (ii) diversity of viewpoints, professional

Galenica - Health and wellbeing are at the heart of what we do.

Title Charter of the Governance, Nomination and Sustainability Committee

Date Berne, February 14, 2024

Page 4

backgrounds and expertise, (iii) business and other experience relevant to the business of the Company, (iv) the ability and willingness to dedicate adequate time and put sufficient effort to the Board and Committee responsibilities, (v) the extent to which personality, background, expertise, knowledge and experience will interact with other Board members to build an effective and complementary Board, and (vi) whether existing board memberships or other positions held by a candidate could lead to a conflict of interest;

1. Actively seek, interview and screen individuals qualified to become Board members for recommendation to the Board. The Governance, Nomination and Sustainability Committee shall have sole authority to retain and terminate any recruiting firms and to identify candidates to the Board and/or the CEO and shall have sole authority to approve the recruiting firm fees and other retention terms;
2. Assess and recommend to the Board as to whether members of the Board should run for re-election. For this assessment, the Governance, Nomination and Sustainability Committee considers, among other things, age limit and ability and willingness to dedicate adequate time to the Board and Committee matters;
3. Periodically review the introduction program for new Board members and the ongoing education for existing Board members;
4. Make recommendations to the Board for the creation, dissolution or a change in mandate of a Board Committee and ensures that the regulations and the charters of the Board Committees are reviewed periodically;
5. Periodically review the composition and chairmanship of the Board Committees taking into account the suitability for the tasks of the respective Board Committee.
6. Take note of engagements of external advisors to a Board Committee as approved by the Chairman;
7. Ensure that each Committee holds the required number of meetings and issues sufficient reports to the Board on its activities and findings;
8. Review directorships and consulting agreements of Board members for conflicts of interest;
9. Submit to the Board a proposal concerning the determination of the independent status of the Board members and the corresponding disclosure on an annual basis.

3.2 Sustainability Tasks

The Governance, Nomination and Sustainability Committee acts as the Sustainability Committee.

Sustainability is an integral component of the management of Galenica. This is because we are convinced that acting proactively and responsibly makes a significant contribution to the long-term economic success of the Company and makes an impact both inside and outside the Company.

Thus, in terms of sustainability, Galenica also bears responsibility to society and the environment.

Galenica - Health and wellbeing are at the heart of what we do.

Title Charter of the Governance, Nomination and Sustainability Committee

Date Berne, February 14, 2024

Page 5

The Governance, Nomination and Sustainability Committee has the following tasks in particular:

1. 1. Ensure that the Company's strategy focuses on sustainable management;
   2. Review annually the relevance matrix, which serves as the basis for the Galenica Group's commitment to and focus on sustainability;
   3. Review and adopt sustainability goals on behalf of the Board;
   4. Address and advise on sustainability issues and making recommendations to the Board;
   5. The Governance, Nomination and Sustainability Committee deals with reporting on non- financial matters in material terms;
   6. Review Executive Committee's reports concerning sustainability.
2. Nomination Tasks
3. 1. Evaluate and propose to the Board the appointment or dismissal of Board and Committee members, the CEO and other members of the Executive Committee;
   2. Appoint or dismiss the General Secretary as proposed by the Chairman;
   3. Review annually succession plans for the Board, the Committees as well as the CEO and members of the Executive Committee;
   4. Review the organization of the group and propose it for approval by the Board on a regular basis;
   5. Review regularly the measures taken to promote talent and the development of a group- wide talent pool;
   6. Review annually the succession planning for the Executive Committee and key positions/personnel of the group (e.g. Extended Executive Committee, Head of Business Unit);
   7. Review regularly the principles of personnel management for preserving and promoting employee satisfaction and positioning the Galenica Group on the labor market.
4. General Tasks
   The Governance, Nomination and Sustainability Committee shall in particular:
5. 1. Support the Board in the ultimate direction and supervision of the Company and the Group;
   2. Act, intervene or adopt provisional resolutions on behalf of the Board in case of urgent matters if a regular Board resolution cannot be adopted in a timely manner (in such cases the Chairman promptly informs the other Board members of the provisional resolution, which will be submitted to the Board for ratification as soon as possible);
   3. Review and propose for approval by the Board - in coordination with the CEO - the Group's values (including safety, quality and the Group's Code of Conduct);
   4. Decide on the disclosure of potentially price-sensitive information or its postponement regarding the Company's shares (SIX ad-hoc publicity);
   5. The Governance, Nomination and Sustainability Committee further performs the following tasks:
      I. It reviews reports and assumes such other tasks as delegated by the full Board;

Galenica - Health and wellbeing are at the heart of what we do.

Title Charter of the Governance, Nomination and Sustainability Committee

Date Berne, February 14, 2024

Page 6

1. 1. 1. It advises and submits its recommendations on any request to take a decision proposed to the Board, in particular regarding proposals to be submitted to the shareholders.
   2. The Governance, Nomination and Sustainability Committee suggests to the Chairman any proposal or initiative which it considers to be in the interest of the Company's efficient management and development.
2. Organization
   The Chairman presides over the meetings of the Governance, Nomination and Sustainability Committee. The Governance, Nomination and Sustainability Committee meets as often as is necessary for the Company's business and upon request of the Chairman. The General Secretary shall be responsible for the minutes. Minutes of the meetings and the resolutions of the Governance, Nomination and Sustainability Committee shall be signed by the Chairman and the secretary and made available prior to the next meeting and approved at such meeting. To have a quorum, the majority of all members must be present at the meeting at the very least and in each instance. Proposals to the Board of Directors and decisions must be decided by majority vote whereby the Chairman has the deciding vote if necessary.
   The Governance, Nomination and Sustainability Committee may invite to its meetings other Board members, the CEO, the Executive Committee and any other person the Governance, Nomination and Sustainability Committee considers appropriate in order to carry out its responsibilities. The Governance, Nomination and Sustainability Committee shall exclude from its meetings anyone with a personal interest in the matter discussed. The Governance, Nomination and Sustainability Committee may engage outside counsel if it deems appropriate;
   The Chairman shall regularly inform the Board on decisions and deliberations of the Governance, Nomination and Sustainability Committee.
3. Other Tasks
   The Governance, Nomination and Sustainability Committee shall
4. 1. Review and reassess the adequacy of this Charter and submit proposed changes to the Board of Directors for approval; and
   2. Conduct a self-evaluation of the Governance, Nomination and Sustainability Committee's own performance on an annual basis.

This Charter was approved by the Board of Directors of Galenica Ltd. at a meeting held on February 14, 2024 and entered into force immediately. It supersedes the Charter of April 1, 2021.

Galenica - Health and wellbeing are at the heart of what we do.