Medartis : Convocation 2022 Annual General Meeting

Convocation of the

Annual General Meeting

of Medartis Holding AG

Wednesday, 6 April 2022

APTUS Ankle Trauma System

To the shareholders of Medartis Holding AG

Basel, 15 March 2022

Dear shareholders

With the present letter we convene the Annual General Meeting of Medartis Holding AG. Pursuant to the Ordinance 3 on Measures to Combat the Coronavirus (COVID-19) of the Swiss Federal Council ("COVID-19 Ordinance 3") updated on 3 February 2022, the Annual General Meeting will take place on 6 April 2022, 9:00 a.m., without an audience at the headquarters of Medartis Holding AG, Hochbergerstrasse 60E, 4057 Basel. Please find enclosed the agenda, the reply form for granting authorization to the independent proxy and the 2021 Annual Report Highlights.

Pursuant to Art. 27 para. 1 lit. b COVID-19 Ordinance 3, voting will be exercised via the independent proxy, NEOVIUS AG.

You have the option to submit your voting instructions either by means of the enclosed reply form to our share registrar areg.ch ag, to be received by 4 April 2022 at the latest, or alternatively online by 4 April 2022, 11:59 a.m., via the website medartis.netvote.ch.

Yours sincerely,

Medartis Holding AG

Marco Gadola

Chairman of the Board of Directors

Attachments:

- Reply form and envelope - 2021 Annual Report Highlights

Agenda and proposals of the Board of Directors

1. Approval of the Management Report, the Annual Financial Statements, the Consolidated Financial Statements and consultative vote on the Remuneration

Report for the financial year 2021

1. Approval of the Management Report, the Annual Financial Statements and the
   Consolidated Financial Statements for the financial year 2021
   The Board of Directors proposes that the Management Report, the Annual Financial Statements and the Consolidated Financial Statements 2021 be approved.
2. Consultative vote on the Remuneration Report for the financial year 2021
   In addition, the Board of Directors proposes that the 2021 Remuneration Report be approved in a consultative vote. The Remuneration Report sets out the relevant principles of Medartis' compensation system and contains information about the compensation paid to the Board of Directors and the Executive Management Board. The Remuneration Report is published online in English and is available in section "INVESTORS" on www.medartis.com.

2. Approval of the appropriation of available earnings and dividend payment for the financial year 2021

The Board of Directors proposes to appropriate the 2021 earnings as follows:

Net profit for 2021	CHF	845'619
Loss carried forward from previous years	CHF	-28'613'933
Balance carried forward	CHF	-27'768'314

No dividend will be distributed.

1. Discharge of the Board of Directors
   The Board of Directors proposes that the members of the Board of Directors be granted discharge for their activities during the financial year 2021.
2. Approval of the Compensation of the Board of Directors for the period
   from the 2022 Annual General Meeting until the 2023 Annual General Meeting
   The compensation paid to the Board of Directors consists of a fixed compensation, which in accordance with the Articles of Association is paid in cash and/or in the form of shares.
   According to the "Restricted Share Plan for the Board" approved by the Board of Directors, the members of the Board of Directors have the option to receive all or part of their compensation in the form of Medartis shares instead of cash, subject to a blocking period of 2 years with a discount of 15%.
   The Board of Directors determines the compensation payable to its members within the limits approved by the shareholders. The Board of Directors proposes for all Members of the Board collectively, for the period from the 2022 Annual General Meeting until the

2023 Annual General Meeting, a fixed compensation in the maximum amount of CHF 2'232'162 (including related social security costs).

5. Approval of the Compensation of the Executive Management Board

The compensation paid to the Executive Management Board consists of a fixed basic compensation component, which is paid in cash and includes other benefits (e.g. company car or car allowance, additional family allowance, etc.) as well as a variable performance-relatedshort-term compensation component and a variable performance- related long-term compensation component.

The Short-Term Incentive Plan ("STI") rewards the performance of the Executive

Management Board in achieving the overall annual financial targets , measured on net sales, OPEX and EBITDA of the Medartis Group. Detailed information about the STI is set out in the Remuneration Report which is available online in section "INVESTORS" on www.medartis.com.

With the implementation of the new Employee Share Purchase Plan for STI ("ESPP-STI") the Board of Directors grants eligible employees the possibility to participate in the sustainable value creation in the Medartis Group and promotes the long-term perspective and alignment of interests between Medartis employees and shareholders. Under the ESPP-STI, each member of the Executive Management Board has the right to invest all or part of their last actual STI payout to purchase Medartis shares, subject to a blocking period of 2 years, with a discount of 25%.

According to the Long-Term Incentive Plan for EMB ("LTI"), the Board of Directors determines at its discretion the amount of the LTI for the members of the Executive Management Board, which will be converted into a number of Medartis shares subject to a blocking period of 2 years for members residing in Switzerland, and a vesting and blocking of each 1 year for members residing outside of Switzerland respectively, determined by the Board of Directors with a discount of 25%.

1. Approval of the fixed compensation of the Executive Management Board for the financial year 2023
   The Board of Directors to approve a maximum total fixed compensation of CHF 4'587'145 (including fringe benefits and related social security costs) for all members of the Executive Management Board collectively for the financial year 2023.
2. Approval of the variable compensation of the Executive Management Board for the current financial year
   The Board of Directors proposes a total variable compensation in the maximum amount of CHF 5'543'335 (including related social security costs) for all members of the Executive
   Management Board collectively for the financial year 2022.

6. Election of the Board of Directors and its Chairman

The term of office of all members of the Board of Directors ends at the 2022 Annual

General Meeting.