Von Roll : Document Reporting

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Remuneration report

Remuneration report 2022

1.  Remuneration philosophy and basic principles

1.1	General	The remuneration report lays down the remuneration principles and the governance
information
		framework for the remuneration of the Board of Directors and the members of Execu-
		tive Management of Von Roll Holding AG. It also includes details of the remuneration
		policy and the remuneration paid to the aforesaid bodies in the financial year 2022.
		Unless indicated otherwise, all information provided in this report relates to the finan-
		cial year that ended on December 31, 2022. The report is in line with Art. 13 of the Swiss
		Ordinance against Excessive Remuneration in Listed Companies Limited by Shares
		( ERCO); the Swiss Code of Best Practice for Corporate Governance issued by Econo-
		miesuisse; Section 5.1 of the Annex to the SIX Swiss Exchange's Directive on Informa-
1.2	Corporate	tion relating to Corporate Governance; and the Swiss Code of Obligations.
	governance as the	The principles of our remuneration system for the Board of Directors and Executive
	basis for remuner-	Management are included in the Articles of Incorporation.
	ation policy
1.3 ERCO	The remuneration system and employment contracts with members of Executive Man-
1.4	Responsibilities	agement comply with the ERCO.
Board of Directors
		The Board of Directors is responsible for the Group's remuneration system and for
		drafting corresponding motions for the General Meeting.

People & Remuneration Committee

The People & Remuneration Committee comprises three members of the Board of Directors. The members of the People & Remuneration Committee are elected by the General Meeting for a one-year term, which runs until the end of the next ordinary General Meeting. Re-election is permissible. The Chairman of the People & Remuneration Committee is elected by the entire Board of Directors. The People & Remuneration Committee assists the Board of Directors with setting and reviewing the company's remuneration strategy and guidelines and the qualitative and quantitative remuneration criteria, as well as with preparing motions for the General Meeting relating to the remuneration of the Board of Directors. The People & Remuneration Committee can make suggestions and recommendations to the Board of Directors regarding other remuneration issues. The People & Remuneration Committee can call in external spe- cialists.

The People & Remuneration Committee is made up of Gerd Amtstätter (Chairman), Guido Egli and August François von Finck, all of whom are members of the Board of Directors. The Delegate of the Board of Directors / CEO and the CFO regularly attend People & Remuneration Committee meetings in an advisory capacity without voting rights. The People & Remuneration Committee met twice during the financial year. The Chairman of the People & Remuneration Committee reports to the Board of Directors with regard to the committee's activities. The minutes of the committee meetings are provided to members of the Board of Directors.

CEO and Executive Management

Headed by the CEO, Executive Management reviews the targets set for the management team's performance-related bonus scheme based on the People & Remuneration Committee's specifications.

Remuneration report

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1.5	Principles and	General principles
	components of	The Board of Directors may decide whether remuneration is paid wholly or partially in
	remuneration
		cash, restricted company shares or future subscription rights to shares. The Board of
		Directors determines the timing of the allocation, the length of the restricted period
		and any discount, taking into account the length of the restricted or vesting period.
		The restricted or vesting period shall be at least three years, whereby the Board of
		Directors may agree on a shorter period in justified cases. The Board of Directors may
		stipulate that, should a certain event specified in advance ultimately occur, such as the
		termination of an employment or mandate relationship or a change of control, then
		restricted or vesting periods shall continue to apply, be shortened or be canceled, or
		remuneration shall be paid out (assuming targets have been met) or forfeited.
		If shares or future subscription rights to shares are to be allocated or other remunera-
		tion components granted, the remuneration amount shall correspond to the value
		accorded to these remuneration components at the time of their allocation in accor-
		dance with generally recognized valuation methods.
		In respect of duties performed in legal entities of the Group or on behalf of a legal
		entity of the Group, these entities may grant remuneration to the members of the
		Board of Directors and Executive Management insofar as the amounts concerned do
		not exceed the limit approved by the General Meeting or the additional limit in accor-
1.6	Approval	dance with Art. 32 (6) of the Articles of Incorporation.
	procedure	Within the scope permissible by law, the company may compensate members of the
		Board of Directors and Executive Management for losses incurred in conjunction with
		lawsuits, proceedings or settlements related to their activities for the company. It may

also advance relevant sums or take out insurance policies. Compensation, advances and insurance policies of this kind are not considered remuneration.

Components of the Board of Directors' remuneration

Members of the Board of Directors receive fixed remuneration for their activities. Their expenses are also reimbursed. Reimbursed expenses, including lump-sum expenses, are not deemed to be remuneration. Supplements may be paid for serving as a member of a committee or for undertaking specific duties or projects.

Components of Executive Management's remuneration

Members of Executive Management receive fixed remuneration for their activities. Their expenses are also reimbursed. Reimbursed expenses, including lump-sum expenses, are not deemed to be remuneration. The main shareholder group has authorized the current Executive Management to participate in the proceeds from the sale in the event of significant company shares being sold.

General information

The General Meeting approves the maximum remuneration for members of the Board of Directors with binding effect when the ordinary General Meeting convenes each year, with this remuneration limit then applying until the next ordinary General Meeting. The General Meeting shall approve the maximum amount for fixed remuneration components for the following financial year for members of Executive Management with binding effect when the ordinary General Meeting convenes each year.

The General Meeting can approve a retrospective increase in a total amount already approved at any time.

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Remuneration report

The General Meeting shall approve the total variable remuneration components for the previous financial year for members of Executive Management with binding effect when the ordinary General Meeting convenes each year.

If the General Meeting withholds its approval, the Board of Directors may submit new motions for approval at the same General Meeting. If the Board of Directors does not submit any new motions or if the General Meeting rejects the new motions as well, the Board of Directors can convene a new General Meeting.

For the appointment of new members of Executive Management made after the General Meeting has given its approval, the additional limit for each new member shall be 150 % of the highest remuneration amount paid to a member of the Executive Management at the last ordinary General Meeting in the previous financial year. This additional remuneration does not need to be approved by the General Meeting.

Appointment of members of Executive Management

The Board of Directors appoints members of Executive Management.

Number of external offices and positions

The number of external offices and positions is stipulated with binding effect in the Articles of Incorporation.

Contracts with members of the Board of Directors and Executive Management

Contracts with members of the Board of Directors and Executive Management, which provide the foundation for their remuneration, may be temporary or permanent. The maximum term of a temporary contract is one year. Contracts may be renewed. Notice periods for permanent contracts may not exceed one year.

The notice period for the CEO and the other members of Executive Management is 12 months. All employment contracts with members of Executive Management comply with the legislation and the provisions of the ERCO.

Severance pay

The employment contracts concluded with members of Executive Management do not provide for any severance pay.

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2.  Remuneration in the financial year

2.1 Remuneration of	Board of Directors' fee
the Board of	The following remuneration was paid to members	4of the Board of-Directors for the
Directors (audited)	financial year 2022:		Board of Direc-
		Fixed	Variable	Other remu-	Retirement
	in CHF 1,000		Function	fee1	remuneration	neration2	benefits3	Total
	Dr. Peter Kalantzis	(left	Chairman	294	-	-	14	308
	Guido Egli	Vice-Chairman	144	-	-	7	151
	Gerd Amtstätter		Member	94	-	-	-	94
	Gerd Peskes		Member	32	-	-	-	32
		tors in May 2022)
	August François von Finck		Member	94	-	-	6	100
	Gerhard Bruckmeier		Member	62	-	-	-	62
	Dr. Christian Hennerkes		Delegate	-	-	-	-	-
	Total			720	-		27	747

1. Gross fee, i.e. before the deduction of social security contributions, withholding taxes, etc.
2. Other remuneration does not include any lump-sum expenses.
3. Statutory charges, e.g. contributions to old-age and surviving dependents' insurance, unemployment, pension funds or executive insurance.
4. Base fee 2022 pro rata for the period from May to December 2022.

The following remuneration was paid to members of the Board of Directors for the financial year 2021:

		Fixed	Variable	Other	Retirement
in CHF 1,000	Function	fee1	remuneration	remuneration2	benefits3	Total
Dr. Peter Kalantzis	Chairman	294	-	-	14	308
Guido Egli	Vice-Chairman	144	-	-	7	151
Gerd Amtstätter	Member	94	-	-	-	94
Gerd Peskes	Member	94	-	-	-	94
August François von Finck	Member	94	-	-	6	100
Dr. Christian Hennerkes	Delegate	-	-	-	-	-
Total		720	-	-	27	747

1. Gross fee, i.e. before the deduction of social security contributions, withholding taxes, etc.
2. Other remuneration does not include any lump-sum expenses.
3. Statutory charges, e.g. contributions to old-age and surviving dependents' insurance, unemployment, pension funds or executive insurance.

Other remuneration

Apart from the amounts disclosed here, no member of the Board of Directors received any additional fees or remuneration in 2022 or 2021 for services provided to Von Roll. In particular, no additional remuneration was paid for serving as a member of a committee or undertaking specific duties or projects in the financial years 2022 and 2021.

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Remuneration report

2.2 Remuneration of	Short-term remuneration
Executive	The members of Executive Management received remuneration totaling CHF 1.8 million
Management	in the financial year 2022 ( 2021: CHF  1.3 million). This amount includes fixed basic sal-
(audited)
aries of CHF 1.3 million ( 2021: CHF 1.1 million), short-term performance bonuses of
	CHF 0.2 million ( 2021: CHF 0) and social security contributions of CHF 0.3 million
	( 2021: CHF 0.2 million).
	The following remuneration was paid to members of Executive Management for the
	financial year 2022:			Variable	Other	Retirement
	in CHF 1,000	Function	Basic salary 1	remuneration2	remuneration3	benefits4	Total
	Dr. Christian Hennerkes	CEO	760	100	20	120	1,000
	Artur Lust	CFO	540	100	12	101	753
	Total		1,300	200	32	221	1,753

1. Gross salary, i.e. before the deduction of social security contributions, withholding taxes, etc. The changes compared with the previous year result from a TCHF 100 increase in the fixed remuneration of each member of Executive Man- agement.
2. In connection with the General Meeting of May 4, 2022, each member of the Executive Management was granted a one-time bonus of TCHF 100 in recognition of an extremely successful financial year 2021 in a particularly difficult economic environment.
3. Other remuneration comprises lump-sum compensation (TCHF 24) and child allowances (TCHF 8).
4. Statutory charges, e.g. contributions to old-age and surviving dependents' insurance, pension funds or executive insurance.

The following remuneration was paid to members of Executive Management for the financial year 2021:­

			Variable re-	Other remu-	Retirement
in CHF 1,000	Function	Basic salary 1	muneration	neration 2	benefits3	Total
Dr. Christian Hennerkes	CEO	660	-	20	107	787
Artur Lust	CFO	440	-	12	85	537
Total		1,100	-	32	192	1,324

1. Gross salary, i.e. before the deduction of social security contributions, withholding taxes, etc.
2. The remaining remuneration comprises lump-sum compensation (TCHF 24) and child allowances (TCHF 8).
3. Statutory charges, e.g. contributions to old-age and surviving dependents' insurance, unemployment, pension funds or executive insurance.

Long-term remuneration

There is no plan for long-term remuneration.

Other remuneration

Apart from the amounts disclosed here, no member of Executive Management received any additional fees or remuneration in the financial years 2022 or 2021 for services provided to Von Roll.

2.3 Remuneration of No remuneration was due to former members of Executive Management or for former

former members of members of the Board of Directors in the financial years 2022 and 2021. the Board of

Directors and Executive Management (audited)