Straumann : Organizational Regulations of the Board of Directors and the Executive Management Board

STRAUMANN GROUP

ORGANIZATIONAL REGULATIONS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE MANAGEMENT BOARD

TABLE OF CONTENTS

1.	DEFINITIONS	03
2.	PREFACE	03
3.	SCOPE AND CONTENT	04
	3.1.	IN GENERAL	04
	3.2.	SUBSIDIARY GOVERNANCE	04
4.	THE BOARD OF DIRECTORS	05
	4.1.	ELECTION AND ORGANIZATION	05
	4.2.	RESPONSIBILITIES AND AUTHORITIES	06
	4.3.	THE CHAIR	06
	4.4.	COMMITTEES	07
	4.5.	MEETINGS	07
	4.6.	QUORUM AND RESOLUTIONS	08
	4.7.	MINUTES	08
	4.8.	URGENT BUSINESS MATTERS	08
	4.9.	ACCESS TO INFORMATION	08
5.	THE EXECUTIVE MANAGEMENT	09
	5.1.	THE CHIEF EXECUTIVE OFFICER	09
	5.2.	THE EXECUTIVE MANAGEMENT BOARD	09
6.	GENERAL PROVISIONS	10
	6.1.	CONFIDENTIALITY	10
	6.2.	CONFLICTS OF INTEREST	10
CHARTER OF THE HUMAN RESOURCES & COMPENSATION COMMITTEE	11
CHARTER OF THE AUDIT & RISK COMMITTEE	14
CHARTER OF THE SUSTAINABILITY, TECHNOLOGY & INNOVATION COMMITTEE	19

1. DEFINITIONS

Board	Board of Directors
Chair	The chair of the Board or of a Committee
Committee	A committee of the Board
CEO	Chief Executive Officer
EMB	Executive Management Board
Group	STH and all its Subsidiaries
STCB	Institut Straumann AG
STH	Straumann Holding AG
Subsidiary	A company in which STH directly or indirectly holds an equity interest that needs to
	be consolidated under IFRS (International Financial Reporting Standards)
Task Force	A committee of the Board with a specific scope and limited duration

2. PREFACE

The Group is engaged in business activities related to the development, manufacture and sale of dental implant systems, instruments, prosthetics, tissue regeneration products, digital equipment, software solutions and other products for use in replacement, restorative, corrective and preventive dentistry.

The governing bodies of STH are:

• the Shareholders' General Meeting;
• the Board of Directors led by the Chair;
• the EMB, led by the CEO; and
• the External Auditors.

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1. SCOPE AND CONTENT

1. GENERAL

These Organizational Regulations establish the duties and responsibilities of the Board, its Committees, the Chair and the EMB led by the CEO and apply to STH and STCB. Each Subsidiary may establish additional regulations to facilitate and regulate its specific needs.

To the extent legally possible, the management duties and powers are delegated to business units and officers who possess the necessary knowledge and expertise to make decisions and execute appropriate actions.

3.2. SUBSIDIARY GOVERNANCE

STH, STCB and each Subsidiary are individual corporate entities, independent from other Group companies and held to manage its business locally. Neither STH, STCB nor any Subsidiary shall operate the business of another Group company nor shall any Subsidiary act as agent of STH, STCB or any other Subsidiary. As a general rule, the Chief Financial Officer (CFO), the Chief Legal Officer (CLO) and the regional Sales Executive are members of the most senior governing corporate body of the Subsidiaries. Management functions are entrusted to local management.

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1. THE BOARD OF DIRECTORS

1. ELECTION AND ORGANIZATION

The Board shall consist of a minimum of 5 and a maximum of 9 members.

The members of the Board, its Chair and the members of the Human Resources & Compensation Committee are elected by the General Meeting of the Shareholders for a one year term. Re-elections are possible. A Board member shall retire at the General Meeting of the Shareholders of the year in which he or she turns 70.

The Board shall appoint the following from among its members for one year terms:

• a Vice Chair;
• a new Chair, if the office of the Chair falls vacant;
• the members of the Audit & Risk Committee;
• the members of the Sustainability, Technology & Innovation Committee; and
• the members of the Human Resources & Compensation Committee required to fill any vacancy in such Committee.

The Board shall appoint a Corporate Secretary who does not need to be a Board member.

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4.2. RESPONSIBILITIES AND AUTHORITIES

The Board shall be responsible for the overall strategic direction of the Group and its management. In particular, the members of the Board jointly have the following responsibilities:

• determine the Group's vision, mission, values and strategy;
• determine the principal organization and processes of the Group;
• approve the strategic plan of the Group, the financial medium-term plan and the annual budget;
• approve the annual report as well as the annual and half-yearly financial statements and the compensation report;
• prepare and approve the agenda of the General Meeting of the Shareholders and implement its resolutions;
• appoint and dismiss the CEO and the members of the EMB;
• decide on the proposal made by the Human Resources & Compensation Committee regarding the compensation payable to its members, the CEO and the EMB, and submit a general proposal in accordance with the Articles of Association to the General Meeting of the Shareholders for approval;
• supervise the EMB, which is entrusted with the management of the Group, including compliance with applicable laws, industry regulations and listing rules;
• designate persons who shall be registered with joint signatory power for STH and/or STCB and approve the Signature Policy, which shall have joint signature as a general rule;
• define the Insider Trading Policy;
• notify the competent courts in case of an insolvency or over-indebtedness of STH and/or STCB;
• approve the sustainability strategy, reports, and sustainability principal risk matters as proposed by management and monitor progress against targets; and
• approve the Non-Financial Report.

Except as set forth above, the Board delegates the management of the Group to the EMB under the lead of the CEO. The Board may revoke delegated duties at any time.

The members of the Board are held to carry out their duties with due care and to safeguard and advance the interest of the Group in good faith.

The Board evaluates its own performance and the performance of its members annually.

4.3. THE CHAIR

The Chair - or in his/her absence the Vice Chair - has the following duties:

• convene and preside over the meetings of the Board;
• coordinate the work of the Board and its Committees;
• prepare the agenda of the Board meetings;
• ensure that the Board members are provided with timely information relevant to performing their duties and responsibilities;
• preside over the General Meeting of the Shareholders; and
• meet regularly with the CEO and the EMB.

The Chair and the Vice Chair need to be kept informed about all important business matters at all times from the outset and inform the Board as needed.

The Chair may attend Committee meetings in consultation with the Chair of the respective Committee.

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4.4. COMMITTEES

The Board of STH has the following three regular Committees and approves their charters, which are attached to these Organizational Rules:

• the Human Resources & Compensation Committee;
• the Audit & Risk Committee; and
• the Sustainability, Technology & Innovation Committee.

The composition and the duties of the Committees are set forth in their respective charters. The Committees' Chairs shall regularly inform the Board on material matters discussed at Committee meetings.

The Committees shall focus on preparing, reviewing, and issuing recommendations to the Board.

The Chair, other Board members, the Secretary of the Board and the CEO shall have standing invitations to attend all Committee meetings as non-voting guests, always unless the matter discussed relates to them individually.

The Committee Chairs inform the Board about their activities at the Board meetings or, in urgent and ad-hoc relevant cases, immediately.

The Board may assign the Nomination task for future Board members to a Nomination Committee or a Nomination Task Force. The Board may establish further Committees or Task Forces or assign specific tasks to individual Board members.

4.5. MEETINGS

The Board convenes as often as business requires but shall hold at least five ordinary meetings per year. The frequency of the Committee meetings shall be defined in the charters of the respective Committee.

Extraordinary meetings of the Board and its Committees shall be convened by the Chair or, in his/her absence, the Vice Chair.

Any Board or Committee member may demand that an extraordinary meeting of the Board or Committee shall be held as soon as practicably possible. The request must be in writing, stating the reasons and proposals to be submitted to the meeting.

Notice of a meeting shall be given at least 10 days in advance (or less if the requirement of a two-thirds quorum according to 4.6 hereafter is fulfilled) and the preparatory documentation shall be made available at least 3 days in advance through an electronic platform or by mail.

Persons who are not members of the Board or a Committee may participate (but not vote) in Board/Committee meetings if their expertise is required and if they have been invited by the Chair of the Board or respective Committee.

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4.6. QUORUM AND RESOLUTIONS

The Board has a quorum when the majority of its members are present. Participation via video or telephone conference is permitted.

Urgent business matters that are not included in the agenda, as well as resolutions that deviate from these Organizational Regulations, may only be resolved if two-thirds of the members of the Board are present and resolutions are passed by an affirmative vote of members of the Board present at the meeting. No quorum is required for resolutions that are to be cast in a public deed.

The majority of the votes cast by the members present is necessary to pass a resolution. In the event of a tie, the Chair of the meeting has the casting vote.

Resolutions of the Board or a Committee may also be passed by way of written consent, provided that the proposal is sent to all members of the respective body and provided that all members cast a vote or give written notice of abstention. Within the period stipulated for the vote, any member shall have the right to request that the matter be discussed in a meeting.

4.7. MINUTES

Minutes shall be kept of the proposals and the resolutions of the Board and its Committees.

The minutes of the Board shall be signed by the Chair and the secretary of the Board or the person who keeps the minutes.

The minutes of the Committee meetings shall be signed by the Chair and the secretary of the Board or the person who keeps the minutes of the respective Committee meeting.

4.8. URGENT BUSINESS MATTERS

Should immediate action or approval be required to ensure the conclusion of a business matter that lies in the authority of the Board, the matter may be approved by the Chair, provided that there is no clear indication that the Board would not approve the respective proposal.

The Chair shall inform the Board about such matters at the earliest opportunity.

4.9. ACCESS TO INFORMATION

The members of the Board shall have access to all information concerning the Group as far as necessary to fulfil their duties as Board members.

Board members shall exercise their information right during Board meetings. In addition, having informed the Chair and the CEO, Board members may request any information and inspect any record of the Group provided such information or inspection is necessary to fulfill their duties as Board members.

The CEO shall inform the Board at each Board meeting about the current business performance and important business developments of the Group.

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1. THE EXECUTIVE MANAGEMENT

1. THE CHIEF EXECUTIVE OFFICER

The CEO shall have the following authorities and responsibilities and the right to delegate their performance/implementation further:

• manage the Group together with the EMB;
• designate a deputy who shall exercise all responsibilities and authorities in case the CEO should not be able to exercise his/her function;
• establish a management organization that enables the Group to operate its businesses effectively in accordance with the strategy and budget approved by the Board;
• supervise business activities and be responsible for the implementation of the resolutions of the Board and its Committees, including - but not limited to - the short and medium-term targets set out in the Group's strategy approved by the Board;
• submit proposals of strategic relevance (as further specified in the internal competence matrix) to the Board for approval and execute the decisions of the Board; and
• ensure compliance with applicable laws, industry regulations and listing rules.

The CEO decides on the frequency of EMB meetings and presides over them. He/she coordinates the work of the EMB.

The CEO shall provide regular, periodic reports to the Board on the performance of the business of the Group. In addition, the CEO shall immediately report any extraordinary development.

5.2. THE EXECUTIVE MANAGEMENT BOARD

The EMB shall be comprised of the CEO and any other member of management appointed by the Board as an EMB member.

The EMB shall be responsible for the operational management.

The CEO shall assign the duties and responsibilities of the EMB members subject to the approval of the Board.

EMB members must notify the CEO promptly and the EMB at the next opportunity of any extraordinary events or risks in the course of ongoing business activities.

Minutes shall be kept of the proposals and the resolutions of the EMB. The minutes shall be approved by the CEO and made available to the Board.

EMB members and the CLO have the right to approach the Board and discuss any matter concerning the business of the Group.

All board and similar mandates in Subsidiaries held by EMB members, the CLO or other members of the senior management, shall be relinquished upon termination of service in the Group.

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1. GENERAL PROVISIONS

1. CONFIDENTIALITY

Board members are required to treat all information regarding the business of the Group, which they obtain during the term of their mandate, strictly confidential and shall not disclose any such information to third parties.

Resigning Board members must return to the Chair all documents containing confidential information about the Group's business obtained within the course of their mandate within one month following their departure. Where any claims of accountability are made against a Board member, he or she shall be entitled to review the documents that have been made available to him/her in his/her function as a Board member, provided such documents relate to the accountability issue.

6.2. CONFLICTS OF INTEREST

If a Board or EMB member (or their direct relatives, spouses or unmarried partners) has a direct or indirect interest in a matter that is opposed to the interests of the Group, or has a corporate, contractual or other legal duty to pursue an interest in a matter that is opposed to the interests of the Group, or suffers from another conflict of interest, he/she shall notify the Chair or the Vice Chair without delay. In addition, he/she shall recuse himself/herself from voting and, if so determined by the Board, from deliberations in relation to the respective matter. The Board may consider and take other measures if necessary to ensure that the conflict of interest does not affect the company negatively.

These organizational regulations have been approved by the Board of Directors of Straumann Holding AG on April 12, 2024 and enter into force immediately.

Petra Rumpf	Dr Andreas L. Meier Gadient
Chair of the Board of Directors	Secretary of the Board

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