ARYZTA : Organizational Regulations of ARYZTA AG (282.44 KB)

EFFECTIVE MAY 2024

ORGANIZATIONAL REGULATIONS

1 Basics, Scope of Application and Swiss Code

1. Basics
   The Board of Directors of ARYZTA AG adopts the following Organizational Regulations based on art. 716b CO and art. 17 of the Articles of Association.
   Throughout these Regulations, all references to titles, functions, individuals and "he"/"his" shall include both the masculine and feminine gender.
2. Scope of Application
   These Organizational Regulations define the organization, operation and powers and responsibilities of the governance bodies of ARYZTA AG (the "Company"), as well as the principles for the governance of the ARYZTA Group (the "Group").
3. Governance Bodies of the Company and the Group The Company's governance bodies are:
4. 1. the Board of Directors of the Company;
   2. the Chair of the Board of Directors (the "Chair");
   3. the standing committees of the Board of Directors (the "Committees");
   4. the Group Chief Executive Officer ("Group CEO");
   5. the Group Executive Management.
5. Swiss Code of Best Practice for Corporate Governance
   It is the Company's overriding intention to comply with the Swiss Code of Best Practice for Corporate Governance (the Swiss Code).

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2 Board of Directors

2.1 Composition and Renewal

1. The Board of Directors shall consist of at least five but no more than twelve members (hereinafter "Board Members").
2. The Board of Directors proposes the Chair who in turn is elected by the shareholders.
3. The Board of Directors elects the members of the Committees (with the exception of the members of the Remuneration Committee who are elected by the shareholders) from amongst its Board Members and appoints the Group CEO.
4. The Board of Directors appoints a Company Secretary (a person keeping the minutes and resolutions adopted) who does not need to be a Board Member. The Company Secretary reports to the Chair of the Board on matters pertaining to the Board of Directors.
5. The membership of each Committee (with the exception of the Remuneration Committee who are elected by the shareholders) and the chair thereof, shall be determined annually by the Board of Directors following each annual general meeting of the Company.
6. The policy of the Board of Directors is that a majority of its membership shall consist of independent non-executive directors (with independence being determined in accordance with the Swiss Code).

2.2 Appointment and Retirement by Rotation

2.2.1 Each Board Member is subject to re-election by the shareholders in accordance with the Articles of Association. The term of office of a Board Member is as set out in art. 16 of the Company's Articles of Association. The renewal of the term of a Member is subject to approval by the Board of Directors and shareholder vote.

2.3 Unitary Board

1. All Board Members remain equally responsible for the Company's affairs as a matter of law. Each Board Member has a duty to safeguard and further the interests of the Company and its important stakeholders including shareholders. The Committees remain committees of the Board of Directors and any disagreement within the Board of Directors, including disagreement between members of a Committee and the rest of the Board of Directors, shall be resolved at board level.
2. All Board Members must take decisions objectively in the interests of the Company. As part of their role as members of a unitary board, non-executive directors should constructively challenge the Group CEO and support him in developing proposals on strategy which will then be approved by the Board of Directors.

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1. Without prejudice to art. 2.3.4, neither individual Board Members nor their associates should advocate publicly any course of action which is inconsistent with the then current policy of the Board of Directors as a whole. Any concerns which an individual Board Member may have in relation to the policy of the Board of Directors should be raised by that Board Member at a Board meeting.
2. The Group CEO and the Chair are designated as the spokespersons for the Group. The distribution of responsibilities between them will be approved by the Board. No other Board Member is authorised to engage with analysts or other members of the investment community, shareholders or the media unless specifically authorised to do so by the Chair.

2.4 Meetings, Convocation of Meetings, Agenda and "In Camera" Sessions

1. The Board of Directors shall be convened whenever required by business and, in any event, at least quarterly. The Chair shall decide whether or not non-Board members may participate without voting rights in Board meetings.
2. Meetings shall be convened by the Chair or in his absence, the Chair of the Governance, Nomination and Sustainability Committee or in the absence of both, the Company Secretary by agreement with the Chair.
3. Meetings shall be announced at lease five days in advance by letter or e-mail. Items on the agenda shall be set forth in this correspondence.
4. In case of urgency (it being understood that the Chair decides on whether a matter is urgent), shorter notice periods are permitted if (a) all board members are contacted, and (b) a majority of the Board of Directors is reached and agrees to hold the meeting. Furthermore, these formal requirements do not apply to decisions taken pursuant to art. 2.5.2.
5. The Chair, or in his absence the Chair of the Governance, Nomination and Sustainability Committee, shall chair the meetings.
6. At least twice a year, the Board shall meet for an "In Camera" session, usually preceding a Board meeting. In the first session, without the presence of the Group CEO, the Board will evaluate the performance of the Group CEO and discuss his compensation package, the recommendations from the Remuneration Committee and any other related matters that the Board wishes to discuss.
   In the second session, with the presence of the Group CEO, to evaluate the performance of the individual members of the Group Executive Management, the recommendations of the Remuneration Committee and the Governance and Nomination Committee and to review the succession planning.
7. The Chair or, if the Board of Directors shall have appointed the Chair as Group CEO, the Lead Independent Director may call and any Board Member has the right to request a non-executive session, without the presence of the Group CEO, at any time to discuss any matters.

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2.4.8 The Board or any of its Committees are free to engage outside counsel if they deem this to be appropriate. Such engagement will be facilitated by the Company Secretary.

2.5 Quorum, Passing of Resolutions and Minutes

1. A quorum of the Board of Directors shall be constituted when a majority of non-executive Board Members are present in person (or by telephone or other means of direct communication).
2. No attendance quorum shall be required for resolutions providing for the amendment and ascertainment of capital changes or a change in the currency of the share capital.
3. The Board of Directors shall pass its resolutions with the majority of the votes cast. In case of a tie of votes, the Chair has the casting vote.
4. Board resolutions may also be passed by means of circular resolutions, in writing or by e-mail, provided that no Board Member requests deliberation in a meeting held either in person or by phone.
5. All resolutions shall be recorded in the minutes of the next Board meeting. The minutes shall be signed by the Chair and the Company Secretary and must be approved by the Board of Directors.

2.6 Responsibilities and Delegation of Powers

1. The Board of Directors is the ultimate governance body of the Company. It is also responsible for the ultimate supervision of the Group.
2. The Board of Directors is entrusted with the ultimate direction of the Company. The Board of Directors shall receive regular information from the Group CEO and where appropriate the Executive Management regarding the course of business of the Company and the Group.
3. The Board of Directors is entitled to pass resolutions on all matters other than those reserved for decision by the Company's shareholders in general meeting (the "General Meeting") or another body of the Company by law or the Articles of Association.
4. The Chair leads the Board of Directors in the exercise of its non- transferable and inalienable duties as set out in art. 18 of the Articles of Association, as further described in art. 2.6.5 below. The Board of Directors otherwise delegates (with the authorization to sub-delegate) the management of the business of the Company and the Group to the Group CEO subject to law, the Articles of Association, these Organizational Regulations, the Powers Reserved and any amendments thereto as may be determined by the Board of Directors from time to time.

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2.6.5 The Board of Directors has the following non-transferable and irrevocable duties:

1. ultimate management of the Company and issuing of the necessary instructions;
2. determination of the organizational structure;
3. structuring of the accounting system, the internal control system (ICS), the financial control and the financial planning and the performance of a risk assessment;
4. appointing and dismissing of the individuals responsible for management and representation and issuing of rules on the signing powers;
5. ultimate oversight of the individuals responsible for management, specifically in relation to compliance with the law, the Articles of Association, regulations and instructions;
6. preparing the annual report and the remuneration report and the report on non-financial matters pursuant to article 964c of the Swiss Code of Obligations as well as preparing the General Shareholders' Meeting and implementing its resolutions;
7. the submissions of a petition for debt-structuring moratorium and the notification of the court in case of over indebtedness;
8. passing resolutions on subsequent payment of contributions for shares that are not fully paid;
9. passing resolutions, to the extent that such power is vested in the Board of Directors, on the change of the share capital or the currency of the share capital, the ascertainments of capital changes, the preparation of the report on capital increases, and the resulting amendments of the Articles of Association;
10. verifying compliance with applicable law regarding the appointment, election and professional requirements of the External Auditors; and
11. non-transferableand inalienable duties and powers of the Board of Directors pursuant to the Merger Act.

2.7 Right to Demand Information and Reporting

1. At every Board meeting the Group CEO shall inform the Board of Directors on the current course of business and on important business developments. Board Members shall be informed of extraordinary occurrences immediately by the most efficient means available consistent with the circumstances. Outside Board meetings, any Board Member may request information from management concerning the Company's general course of business and with the Chair's or the Lead Independent Director's approval, the course of specific business cases. This includes the right to request information and inspection pursuant to art. 715a of the Swiss Code of Obligations.
2. Insofar as is necessary for the implementation of his tasks, each Board Member is entitled to ask the Chair for the right to exercise his authority to inspect the books or records. For good order, this should be effected through the Group CEO, Group CFO, or Company Secretary.

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3 The Chair

3.1 Responsibilities

1. The Chair shall convene Board meetings and take the chair. Together with the Company Secretary, he shall sign the minutes regarding the deliberations and resolutions of the Board of Directors.
2. The Chair shall preside over the General Meeting. Together with the Company Secretary, he shall sign the minutes of the General Meeting.
3. The Chair has the right to call in third parties as advisors in meetings of the Board of Directors. The Chair will ensure that the performance of each Board Member is reviewed on a regular basis in accordance with good governance practices applicable at the time.
4. In addition to the other duties delegated to him by law, the Articles of Association and these Organizational Regulations, the Chair has the following duties:
5. 1. Provide leadership to the Board in its governance role, co-ordinating the tasks within the Board and, in particular, call Board meetings and set the agenda;
   2. Co-ordinates,together with the chairs of the Committees, the work of the Committees;
   3. Establishes and keeps a close working relationship with the Group CEO, providing advice and support while respecting the fact that the day-to-day management responsibility is delegated to the Group CEO;
   4. Promotes effective relationships and communication between the Board and the Group CEO and the Group Executive Management;
   5. Be available as required, to shareholders and other stakeholders on matters of Corporate Governance relating to the Company; and
   6. Works closely with the Group CEO in evaluating members of the Group Executive Management and in establishing succession plans for key management positions.

3.2 Substitution

If the Chair of the Board of Directors is prevented from performing his duties, they shall be performed by the Chair of the Governance, Nomination and Sustainability Committee or, in his absence another Board Member approved for this purpose by the Board of Directors.

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3.3 Lead Independent Director

1. If the Board of Directors shall have appointed the Chair as Group CEO, the Board shall also appoint a Lead Independent Director for at least the term of the Chair's tenure as Group CEO.
2. The Lead Independent Director may call a meeting of the independent Board members whenever deemed fit, but at least twice a year, without the participation of the Chair.
3. The Lead Independent Director is required to:
4. 1. lead the Board in the absence of the Chair to ensure independence and leadership for the independent directors, in particular, if the following items are on the agenda:
   2. 1. assessment of the work of the Group CEO or any matter involving the Group CEO's conduct or capacity;
      2. decision on the compensation package of the Group CEO (iii)decision on the Board's proposal to the General Meeting for the re-election of the Chair;
   3. provide support and advice to the Chair;
   4. create an appropriate information flow and communication system among the independent Board members;
   5. collect and relay any issues or concerns of independent Board members to the Chair;
   6. handle communication on behalf of the independent Board members and facilitate communication, where appropriate, between shareholders and independent Board members; and
   7. be available to act as a point of contact for shareholders and stakeholders who wish to conduct discussions with an independent Board member, including with concerns that have not been resolved or are not raised through the normal channels.
   8. undertake such specific additional duties or functions as the Board may entrust to the Lead Independent Director from time to time.
5. The resolutions of the Executive Management Team are passed by the majority of the votes of the Executive Management Team members present. The Group CEO has the power to overrule any Executive Management Team resolution. If the Group CEO exercises this power, he must inform the Chair and the Lead Independent Director immediately.
6. If a Lead Independent Director shall have been appointed, clause 3.3 takes precedence over clauses 2.3.4, 2.4.2, 2.4.5 and 3.2.

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4 Committees

4.1 General Provisions

1. The Board of Directors may delegate the preparation and execution of its resolutions to Committees, including its responsibility to monitor certain aspects of the business or transactions of the Company, or to the Group CEO. Any such Committee or the Group CEO shall be responsible for keeping the Board of Directors appraised on a timely basis of their actions and determinations.
2. The Committees shall conduct or authorise investigations into any matters within their respective scope of responsibilities, taking into consideration relevant peer group practices and the general best practices.
3. Each of the Committees of Directors consists of a Chair and two or more members appointed by the Board of Directors.
4. The term of office of a Committee member is one year, beginning with the board meeting following the annual general meeting and ending with the subsequent annual general meeting.
5. Each Committee shall meet upon invitation of the Chair of the Committee as often as business shall require, usually at the day or a day before regularly scheduled meeting of the Board of Directors.
6. Meetings shall be attended by the elected members of the relevant Committee as well as certain members of the Group Executive Management, if invited by the Committee Chair to attend in an advisory capacity.
7. A quorum shall be constituted when at least two members of a Committee are present in person or in exceptional circumstances by telephone or teleconference.
8. Resolutions shall be adopted and proposals to the Board of Directors may be made by a majority vote. The matter shall be submitted to a vote by the full Board of Directors in the event of a tie.
9. Resolutions also may be adopted and proposals to the Board of Directors may be made in written form or by e-mail, provided no member of the Committee calls for debate on the motion.
10. Minutes shall be kept of the discussions and resolutions on which a vote is taken. The minutes shall be signed by the Committee Chair and the person keeping the minutes. Each Board Member shall receive a copy of the minutes of each Committee meeting.

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