Galenica : Organisational regulations

ORGANIZATIONAL REGULATIONS OF GALENICA LTD.

Berne, January 1, 2024

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

Title ORGANIZATIONAL REGULATIONS OF GALENICA LTD.
Date Berne, January 1, 2024
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Contents
1	General information	3
2	Management principles	3
3	The Group BoD	4
4	The Chairman	4
5	Committees of the Board of Directors	5
6	The General Secretary	6
7	The CEO and the Executive Committee	6
8	Reporting	8
9	Internal Audit	8
10	The Group Companies	8
11	Signatory powers	9
12	Group BoD meetings	9
13	Right of access to info and documents by members of the Group BoD	11
14	Entry into force, amendment	11

Title ORGANIZATIONAL REGULATIONS OF GALENICA LTD. Date Berne, January 1, 2024

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In accordance with Articles 716 and 716b of the Swiss Code of Obligations (OR) and Article 19(1) and (4), Article 20(1) and Article 21(2) of the Articles of Association, the Board of Directors hereby issues the following Organizational Regulations:

1 General information

1. These Organizational Regulations govern the following areas:
2. • The tasks and responsibilities of the Board of Directors ("the Group BoD") and the transfer of tasks and responsibilities to other bodies of GALENICA LTD. ("the Company");
   • The constitution and organisation of the Group BoD and other bodies of the Company and (where stated) the Group;
   • The competencies of Group Companies ("GCs").
3. The bodies of the Company are, in addition to the Annual General Meeting and the External Auditor:
4. • the Group BoD; this forms the following committees: the Governance, Nomination and Sustainability Committee (GNSC); the Remuneration Committee (REC); the Audit and Risk Committee (ARC) and the Chairman of the Group BoD ("Chairman");
   • the Chief Executive Officer ("CEO");
   • the Executive Committee, consisting of the CEO, the Chief Financial Officer ("CFO), the heads of the Service Units Pharmacies, Healthcare, Products & Marketing, Wholesale & Logistics, IT & Digital Services and People & Culture and other members designated by the Group BoD.

2 Management principles

1. All bodies shall delegate their tasks and competencies, except where mandatory statutory provisions, the Articles of Association or these Regulations stipulate that an assignment of responsibilities is inalienable or specific to a particular body, to the hierarchically lowest possible business units or bodies which possess the necessary knowledge and experience of the task in question to make appropriate decisions.
2. All Group companies, business units and bodies shall have all powers necessary for making appropriate decisions within the area of responsibility assigned to them.

Content of the

Organizational

Regulations

The different bodies of the Company

Principle of delegation

Principle of competence

Title ORGANIZATIONAL REGULATIONS OF GALENICA LTD.

Date Berne, January 1, 2024

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2.3 Notwithstanding clauses 2.1 and 2.2 above, all bodies may intervene in	Reservation of
	the tasks and competencies of hierarchically subordinate bodies, either	powers
	on a case-by-case basis or on the basis of a general reservation of
	powers, and take charge of affairs conducted by such bodies ("powers
	reserved") unless mandatory law or the Articles of Associate stipulate
	otherwise.
2.4 If the Company, whether by majority vote or contractual arrangement,	Management of the
	combines other companies under the control of a single management,	Group
	thus forming a group of companies, the executive bodies of the
	Company shall concurrently exercise the function of management of
	the group. The management of the group shall be carried out in
	accordance with the legal and statutory provisions applicable to the
	individual group companies.
3	The Group BoD
3.1	The Group BoD always acts as a collective body. Except where	Collective body
	otherwise provided by the Articles of Association, these Organizational
	Regulations or relevant resolutions of the Group BoD, its members and
	committees have no personal authority over the Company and may not
	issue any instructions on their own.
3.2 The Chairman of the Group BoD ("Chairman") shall be elected by the	Constitution
	Annual General Meeting in accordance with the law and the Articles of
	Association. Otherwise, the Group BoD constitutes itself. Specifically, it
	appoints from amongst its members, if necessary, a Group Deputy
	Chairman. The Group BoD selects, at the proposal of the Chairman, a
	Secretary to the Group BoD (General Secretary), who need not be a
	member of the Group BoD.
3.3 The tasks of the Group BoD are defined in the law (in particular Article	Tasks
	716a OR), the Articles of Association of the Company, these
	Organizational Regulations and, in particular, the competency rules
	("Competency Rules") and the committee charters ("Charters") issued
	by the Group BoD.
3.4 The members are each individually elected annually until the end of	Term of office
	the next Annual General Meeting.
	Members of the Board of Directors must leave office at the Annual
	General Meeting following their 69th birthday. In exceptional cases,
	however, the Group BoD may propose one further re-election to the
	Annual General Meeting.
4	The Chairman
4.1 The Chairman has the following tasks in particular:	Tasks

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• Convening, preparing and chairing meetings of the Annual General Meeting and the Group BoD.
• Preparing and supervising the implementation of the resolutions passed by the Annual General Meeting and the Group BoD
• Supervising over the affairs of the Company and the Group and ensuring that the Group possesses an appropriate management and organisational structure.
• Challenging and supporting the CEO and the Executive Committee in developing the strategic business plans and financial objectives of the Group. The Chairman is also actively involved in establishing succession plans for the CEO and other key management positions.
• representing the Group and the Group BoD to shareholders, customers, employees, and other stakeholders.
• Coordinating the work of the various Committees of the Group BoD and ensuring that the Group BoD as a whole operates as an integrated, cohesive body.
• Performing any other tasks assigned by the Group BoD.

4.2 In the event that the Chairman is unable to act, his tasks are carried out Deputy by the Deputy Chairman of the Group BoD, if any, who shall, amongst

other things, be responsible for a proper procedure to assess the performance of the Chairman and chair the Board of Directors when the Chairman withdraws.

5 Committees of the Board of Directors

5.1 With the exception of the members of the Remuneration Committee, Organisation who are each individually elected directly by the Annual General

Meeting in accordance with the law and the Articles of Association, the Group Body shall appoint the Committees of the Board of Directors ("Committees") as set out in clause 1.2 of these Organizational Regulations. Their chairmen shall be appointed by the Group BoD. Subject to differing provisions in the Articles of Association, the Committees shall generally comprise three or four members of the Group BoD, the majority of whom shall be non-executive. In addition, the majority of the members of the Remuneration Committee and the Audit and Risk Committee must qualify as independent under the Swiss Code of Best Practice for Corporate Governance and may not perform any executive functions in the Group.

Title ORGANIZATIONAL REGULATIONS OF GALENICA LTD. Date Berne, January 1, 2024

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1. The tasks of the Remuneration Committee are based on the law and the Articles of Association, these Organizational Regulations and, in particular, the Competency Rules; the tasks of the other committees are based on these Organizational Regulations and, in particular, the Competency Rules. The responsibilities and tasks of the committees are set down in the Charters, which are to be approved by the Group BoD.
2. The Chairman is entitled to attend meetings of those Committees of which he is not a member, apart from those meetings which deal with matters concerning him personally.
3. To the extent that Committees have the authority to make decisions under the Articles of Association or the Competency Rules, the task of the Group BoD to supervise is reduced. The Committees must report to the Group BoD at regular intervals, normally at each meeting of the Group BoD.

6 The General Secretary

1. The General Secretary supports the Chairman in ensuring corporate governance and performs the tasks assigned to him by the Chairman, in particular taking minutes for the BoD and the Committees.
2. Organising the meetings of the BoD and its Committees and preparing the documentation is the responsibility of the General Secretariat.
3. The General Secretary maintains the shareholder register on behalf of the Group BoD, organises the annual general assembly, cooperates with shareholder activist groups and proxy advisors and communicates with the Swiss stock exchange.

7 The CEO and the Executive Committee

1. The Executive Committee comprises the CEO, the CFO, the heads of the Service Units Pharmacies, Healthcare, Products & Marketing, Wholesale & Logistics, IT & Digital Services and People & Culture and other members appointed by the Group BoD.
2. The Executive Committee is primarily responsible for managing the affairs of the Company as well as the Corporate Functions. Under the chairmanship of the CEO, the members of the Executive Committee carry out the strategic tasks and implement the resolutions of the Group BoD. They are directly supervised by the Group BoD and its Committees. The CEO may appoint into his leadership team further managers directly reporting to him. Further tasks of the Executive Committee are based on these Organizational Regulations and, in particular, the Competency Regulations.

Tasks

Right of Chairman to attend meetings

Supervision and reporting

Position

Tasks

Membership of the

Executive

Committee

Tasks of the

Executive

Committee

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7.3 The Executive Committee issues instructions implementing these Organizational Regulations and the Competency Rules.

7.4	The procedural rules which apply to meetings of the Group BoD shall	Procedures
	apply analogously to meetings of the Executive Committee (see clause
	12).
7.5	The CEO is appointed by the Group BoD at the proposal of the	Appointment of the
	Chairman and the Governance, Nomination and Sustainability	CEO
	Committee. Appointment requires a two-thirds majority of the
	members of the Group BoD present in an open vote.
7.6	The CEO chairs the meetings of the Executive Committee and is	Tasks and
	responsible to the Chairman to ensure efficient work within the	responsibility of the
	Executive Committee and within the Company. He ensures a strong	CEO, delegation
	and dynamic corporate culture throughout the Group. The members
	of the Executive Committee report to the CEO.

1. The CEO supports the Chairman to continuously optimize the strategy of the Group and submits proposals for enhancements including entering into or terminating strategic alliances.
2. The tasks of the CEO are based on these Organizational Regulations and, in particular, the Competency Regulations. Unless provided otherwise in these Organizational Regulations and the Competency Rules, all management tasks are allocated and delegated to the CEO. He further represents together with the Chairman the Company externally.

7.9	The members of the Executive Committee other than the CEO are	Appointment of
	appointed by the Group BoD at the proposal of the CEO, the Chairman	members of the
	and the Governance, Nomination and Sustainability Committee.	Executive
		Committee
7.10	The tasks of the CFO are based on the Competency Rules.	Tasks of the CFO

1. The other members of the Executive Committee are primarily responsible for managing their Business sector in accordance with Group strategy and the instructions of the Group BoD and the Executive Committee. To this end, a management organisation shall be put in place to promote and permit the implementation of decisions. The other tasks of the members of the Executive Committee are based on the Competency Rules.
2. Any mandate of a member of the Executive Committee in another for- profit company outside of the Group is limited by the Articles of Association and subject to prior approval by the Chairman taking account of the Company's interests.

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8 Reporting

8.1	The CFO must submit to the CEO a consolidated income statement	Annual and interim
	and balance sheet for the Company within a reasonable period after	financial statements
	the end of each half-year and full year which will then be submitted to
	the Chairman and the Audit and Risk Committee along with the Group
	consolidation report. Furthermore, reports shall also be provided
	monthly, with more detailed comments every quarter.
8.2	The Chairman and the CEO also determine which data shall be	Data
	provided monthly to the members of the Group BoD.
8.3	The Executive Committee shall keep the Group BoD informed about	Current
	current operations, deviations from the budget and major transactions	operations/invitatio
	at each meeting. Members of the Executive Committee may be invited	n to meetings of the
	to participate in some parts of the meetings of the Group BoD.	Group BoD
8.4	The CEO shall be available to report to the Chairman at any time.	Reporting to the
		Chairman
8.5	The Chairman must be informed of any extraordinary situations	Extraordinary and
	immediately.	urgent matters

9 Internal Audit

9.1	The Group BoD delegates oversight on the internal audit to the Audit	Organisation
	and Risk Committee. The latter may either set up an internal
	department or transfer some internal audit issues to third parties.
9.2	The tasks and competencies of Internal Audit shall be set down in a	Tasks and
	separate set of rules and must be approved by the Audit and Risk	competencies
	Committee.
9.3	Internal audit reports shall be submitted to the CEO, the CFO, the	Reporting
	General Counsel, the Chairman and the Audit and Risk Committee.
10	The Group Companies
10.1	The heads of the most important Group Companies and strategic joint	Heads of the Group
	ventures ("CEO JVs") shall be appointed at the suggestion of the	Companies
	Chairman by the Board of Directors of the Group company in question.
	The members of the Boards of Directors of the Group Companies

("BoD GC") shall be appointed in line with the principles defined by the Executive Committee by the Annual General Meeting of the Group company in question.

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1. The tasks of the BoD GC are based on the law (in particular Article 716a OR and foreign law where relevant), the Articles of Association and regulations of the Group Company and the Competency Rules.
2. The rules which apply to Group BoD shall apply analogously to meetings of the BoD GC (see clause 3).
3. The CEO and the Executive Committee shall see that the provisions of the Competency Rules are also implemented at Group Company level for their respective business sector so as to ensure that transactions which have to be decided by bodies of the Company are indeed submitted to these bodies.
4. Executive Committee members and/or employees who sit on the Board of Directors of such Group Companies shall follow the provisions of the Competency Regulations analogously.

11 Signatory powers

1. Members of the Group BoD, the Executive Committee, of Senior Management and of Management with signatory powers always sign jointly for the Company.
2. The Group Body may, by way of exception, assign sole signatory powers on a basis limited by time and subject matter (projects or individual transactions).
3. The Executive Committee is responsible for arranging and issuing signatory rights for all employees below the Executive Committee, specifically for the members of Senior Management and Management.

12 Group BoD meetings

1. The Chairman shall issue invitations to Group BoD meetings electronically or in writing by letter, e-mail or fax, stating the agenda items. Except in urgent cases, invitations must be sent out at least five days before the actual meeting.
2. Any member of the Group BoD may request that the Chairman calls a meeting and that specific items will be placed on the agenda.
3. The Group BoD meets as often as Business requires, but at least four times a year.

Tasks

Appropriate organisation at Group Companies

Joint signatory powers

Sole signatory powers

Invitation

Calling meetings, placing items on the agenda

Number of meetings

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12.4	Members usually attend the meetings in person. The Group BoD may	Telephone and
	also hold meetings in the form of telephone or video conferences or	video conference
	using electronic media if no member objects to this practice. When	and other electronic
	using electronic media the Chairman must ensure that (i) the identity of	media
	participants is confirmed, (ii) votes are transmitted directly, (iii) every
	member of the Group BoD is able to propose motions and take part in
	the discussion, and (iv) voting results cannot be falsified.
12.5	Circular resolutions, also in the form of e-mails or using other electronic	Circular resolutions
	media, are permitted, provided no member requests on oral
	discussions. No signatures are required when passing circular
	resolutions using electronic media
12.6	Minutes shall be kept of meetings and resolutions (including	Minutes
	teleconferences and circular resolutions). Minutes shall be signed by
	the Chairman and the General Secretary or other minute taker and
	approved at the next meeting.
12.7	The Group BoD forms a quorum when the majority of its members are	Quorum
	present.

12.8 The quorum rule applies analogously for video and teleconferences, conferences using other electronic media and circular resolutions; the latter are deemed approved as soon as the requisite BoD majority has agreed to a motion.

12.9 Every member of the Group BoD, the CEO and every other member of Conflicts of interest the Executive Committee shall inform the Board of Directors, normally

the Chairman, immediately and in full of any conflicts of interest affecting them. The Chairman shall take appropriate measures on a case-by-case basis when discussing and formulating resolutions on matters that affect the interests of a Group BoD member or the shareholder he/she represents. In general, the BoD member in question shall withdraw during the discussion and formulation of a resolution and abstain from voting. In cases where there is an especially strong connection, the BoD member in question shall be excluded from an agenda item and receive a copy of the minutes with this section redacted. The Chairman may also order that a double resolution be passed, in which case a resolution must be passed once with and once without the member affected by the conflict of interest. The resolution shall only be valid in such cases if passed on both votes.

12.10 No conflict of interest in the sense of clause 12.9 is held to exist when discussing and/or formulating a resolution on matters that affect the interests of all shareholders, represented by Group BoD members equally, rather only a similarity of interest.