Medacta : 2022 Corporate Governance

CORPORATE GOVERNANCE REPORT

Medacta's Annual Report 2022

INDEX

1.	GROUP STRUCTURE AND SHAREHOLDERS	56
2.	CAPITAL STRUCTURE	58
3.	BOARD OF DIRECTORS	60
4.	GROUP EXECUTIVE MANAGEMENT	76
5.	COMPENSATION, SHAREHOLDINGS AND LOANS	78
6.	SHAREHOLDERS' PARTICIPATION RIGHTS	79
7.	CHANGE OF CONTROL AND DEFENCE MEASURES	80
8.	AUDITORS	81
9.	INFORMATION POLICY	82
10.	INDEPENDENT PROXY	82
11.	QUIET PERIODS	82

54	Medacta's Annual Report 2022 l Corporate Governance Report

								T
							N
					IE
			T						T
	A
P								N
						E
							M
						E
				G
		A
	G
N
E

PA

TI

E

N

MO

T

NI

T

O

RI

D

N

G

A

T

A

A

C

N

O

D

L

A

L

N

E

C

A

T

L

I

Y

O

S

I N

E

S

X

E

C

VE

U

T

RI

I

FI

O

C

A

N

T

A

I

O

N

N

D

T

O

O

L

S

MYSOLUTIONS PERSONALIZED ECOSYSTEM

PERSONALIZED 3D PLANNING

PRECISE

EXECUTION

N

A

O

L

I

S

R

Z

E

P

E

D

I

N

D

G

T

3

N

R

P

A

N

L AN

I

E

R

P

P
O
S	PATIENT
T
	ENGAGEMENT
	EFFICIENT CASE
	MANAGEMENT

Improve accuracy and precision during surgery with the 3D printed patient-specific guides based on more than 10 years of clinical evidence, and with the unique NextAR Augmented Reality Surgical Platform. NextAR empowers the surgeon's vision with unique real-time surgical guidance superimposed onto the operative field to enhance precision and enable data-driven decision- making. NextAR allows the user to stay focused on what matters most: the patient. MyHip Verifier allows for intraoperative non- invasive assessment of patient- matched implant positioning.

Medacta is committed to build value and trust with all the stakeholders. Good corporate governance is an essential element of Medacta's values.

Medacta's corporate governance principles are set out in the Articles of Association1, the Organizational Regulations2, the Corporate Compliance System including Medacta's Code of Business Conduct and Ethics3 and the MedTech Europe Industry Code of Conduct4, the Charters of the Board Committees and internal policies on quality, IT, privacy as well as employee regulations. Further, we take into account the recommendations of the Swiss Code of Best Practice for Corporate Governance. The Group's corporate governance disclosures described in this report are in compliance with the Directive on Information relating to Corporate Governance5 published by SIX Exchange Regulation.

At the AGM 2023, we will propose to amend the Medacta Group Articles of Association to reflect the new provisions of the Swiss Corporate law and to further strengthen shareholder rights.

1. GROUP STRUCTURE AND SHAREHOLDERS

1.1 GROUP STRUCTURE

ORGANIZATIONAL GROUP STRUCTURE

Medacta Group SA ("Company"), Strada Regina 34, 6874 Castel San Pietro, Switzerland, the ultimate parent company of the Group, is a stock corporation under the laws of Switzerland and is listed on the SIX Swiss Exchange (valor number: 46'852'522, ISIN: CH0468525222, SIX ticker symbol: MOVE, LEI: 506700P2PFU3A3DROC14). The market capitalization of the Company as per December 31, 2022 was CHF 2.1 billion.

Our headquarters and production facilities are located in Castel San Pietro and Rancate, Switzerland, where we have approximately 837employees in the aggregate. The Group Executive Management is based at our headquarters in Castel San Pietro and Rancate, Switzerland and they are responsible for executing the decisions of the Board of Directors and implementing the strategy of the Group.

Medacta constitutes with only one segment which reflects the internal organizational and management structure used within the Group. The Chief Operating Decision Maker (CODM) for the segment is our Chief Executive Officer, Francesco Siccardi. Our CEO is supported by other members of our Group Executive Management, specifically the CFO and the Supply Chain Director.

The Extended Group Management, which comprises our Head of Research and Development, Global Marketing Director, Technical Director, Vice-President Joint and General Manager, Vice-President Spine and Vice-President Extremities and Sportsmed are also based at our headquarters and under the supervision of the CEO, save for the Technical Director who reports directly to the Supply Chain Director. The Vice-President Joint and General Manager is responsible for the regional Directors who oversee and manage our international branches in 12 countries. Our international branches are responsible for overseeing our salesforce, which consists of direct sales representatives and marketing employees, independent agents, and distributors in 41 countries. For an overview of our worldwide locations, see Note 6.2 "Consolidation principles, composition of the Group and significant accounting policies" of the Financial Report.

GROUP COMPANIES

No other company controlled by Medacta Group SA is listed on a stock exchange.

On December 31, 2022, Medacta Group SA directly or indirectly held 100% of the capital and voting rights in all unlisted consolidated Group companies disclosed in the Financial Report section of this Annual Report under Note 6.2 "Consolidation principles, composition of the Group and significant accounting policies" to the Financial Report.

• Medacta's Articles of Association are available on Medacta's website at: https://cms.medacta.com/uploads/media/medacta-group-sa-articles-of-association-of-11032019.pdf

1. Medacta's Organizational Regulations (including the charters of the Board Committees) are available on Medacta's website at: https://media.medacta.com/media/medacta-organizational-regulations-19-july-2021.pdf
2. Medacta's Group Code of Business Conduct and Ethics has been approved by the Board of Directors on 15th December 2021 and it is available at: https://www.medacta.com/EN/code-of-business-conduct
3. MedTech Europe Industry Code of Conduct is available at: https://www.ethicalmedtech.eu/wp-content/uploads/2021/02/MedTech-Europe-Code-of-Ethical-Business-Practice-QA-DG.pdf

5 Directive on Information relating to Corporate Governance of SIX Exchange Regulation is available at: https://www.ser-ag.com/en/topics/corporate-reporting.html

56	Medacta's Annual Report 2022 l Corporate Governance Report

SIGNIFICANT SHAREHOLDERS

To the best of our knowledge, the table below shows shareholders and shareholder groups owning or representing more than 3% of the voting rights of Medacta as of December 31, 2022. The number of shares shown below and the holding percentages are based on the last disclosure of shareholding communicated by the shareholder to the Company and the Disclosure Office of SIX Swiss Exchange. The number of shares held by the relevant shareholder may have changed since the date of such shareholder's notification.

The individual reports that were published during the year ending December 31, 2022 as well as any reportable changes since the date thereof can also be found on the website of the Disclosure Office of the SIX Swiss Exchange, which also includes the individual reports of the significant shareholders: SIX Exchange Regulation.

Beneficial owner / persons that
can exercise			Direct
the voting rights at their own	Domicile/		Number of	Percentage of shares
discretion 1	Registered Office	Country	Shareholders 2	shares	and voting rights
• Alberto Siccardi 3	Sonvico - Lugano	Switzerland	-
• Maria Luisa Siccardi Tonolli 3	Villa Luganese	Switzerland	-	13'889'928	69.45%
• Francesco Siccardi 3	Morcote	Switzerland	-
• Alessandro Siccardi 3	Lugano	Switzerland	-
• Artisan Partners Limited	Milwaukee, WI	USA	-	989'901	4.95%
Partnership 4

1. Regarding collective investment schemes, the beneficial owner corresponds to the licensee.
2. Regarding collective investment schemes, the direct shareholder corresponds to the collective investment scheme.
3. The Family shareholders (as defined in the "Shareholders' agreement" section here below) comprise a group acting in concert within the meaning of art. 120 et seq. FMIA and its implementing ordinances. See SIX shareholder notification after December 31, 2020, dated January 6, 2021, processed by SIX on January 8, 2021 in relation to the Shareholders' agreement. See also "Shareholders' agreement" (below). As a single person, Alberto Siccardi owns 10.2% of shares and voting rights, Francesco Siccardi owns 19.8% of shares and voting rights, Maria Luisa Siccardi Tonolli and Alessandro Siccardi own 19.7% of shares and voting rights each. Also, section 6 "Ownership of shares and options" of the Remuneration Report, reports the exact number of shares owned by members of the Board of Directors or GEM.
4. The persons that can exercise the voting rights at their own discretion is Artisan Partners Limited Partnership as derived from the latest shareholder notification dated December 16, 2021, processed by SIX on December 22, 2021.

SHAREHOLDERS' AGREEMENT

Alberto Siccardi, Maria Luisa Siccardi Tonolli, Francesco Siccardi and Alessandro Siccardi (collectively, the "Family shareholders") have entered into a shareholders' agreement regarding, inter alia, (i) the uniform exercise of voting rights in the shareholders' meeting of the Company, (ii) the right of representation on the Board of Directors of the Company,

1. principles regarding dividends distributed by the Company, (iv) transfer restrictions applicable to Family shares (as defined in the Shareholders' Agreement) and (v) purchase options regarding the Family shares.
   1.2 CROSS-SHAREHOLDINGS

The Group does not have, and has not entered into, any cross-shareholdings with other companies relating to equity or voting rights.

Corporate Governance Report l Medacta's Annual Report 2022

57