CALIDA : Corporate Governance Report 2022

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Corporate governance report 2022

CALIDA GROUP

1. Group structure and shareholders

1.1 GROUP STRUCTURE

1.1.1 OVERVIEW OF THE GROUP'S OPERATING STRUCTURE

The chart below shows the Group's operating structure as of year-end:

CEO

TIMO

SCHMIDT-EISENHART

GENERAL MANAGER

AUBADE

PHILIPPE

BERNAUD

GENERAL MANAGER

CALIDA

ALEXANDRA

HELBLING

GENERAL MANAGER

LAFUMA MOBILIER

ARNAUD

DU MESNIL

GENERAL MANAGER

COSABELLA

GUIDO

CAMPELLO

GENERAL MANAGER

ERLICH TEXTIL

SARAH GROHÉ

BENJAMIN SADLER

GENERAL MANAGER

REICH ONLINE SOLUTIONS

NORBERT

DENGEL

CFO

SACHA D.

GERBER

COO

DANIEL

GEMPERLE

CHRO

MANUELA

OTTIGER

General Manager

Group function and member of Executive Management

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Annual report 2022 CALIDA GROUP Corporate governance report 2022

1.1.2 LISTED COMPANIES IN THE CONSOLIDATED GROUP

The registered shares of CALIDA Holding AG ("the Company"), with registered offices in Oberkirch (Switzerland), are traded on the SIX Swiss Exchange (ISIN CH0126639464, ticker symbol CALN). Market capitalisation came to approximately CHF 397.9 million as of the reporting date 31 December 2022.

1.1.3 UNLISTED COMPANIES

IN THE CONSOLIDATED GROUP

The annual report provides details of unlisted companies in the consolidated group in the section "Scope of consolidation" on page 42 onwards in the "CALIDA GROUP Consolidated financial statements 2022" chapter.

com/de/resources/notifications-market-participants/significant-shareholders.html

Shareholdings of the members of the Board of Directors and Executive Management are presented in detail within the relevant section on page 90 of the notes to the financial statements 2022 of CALIDA Holding AG, which form part of this annual report. The Company is not aware of any further significant shareholders within the meaning of article 120 FinMIA.

1.3 CROSS-SHAREHOLDINGS

There are no cross-shareholdings.

1.2 SIGNIFICANT SHAREHOLDERS

The following shareholders reported that they held more than 3% (directly and/or indirectly) of the share capital of CALIDA Holding AG recorded in the commercial register as of the reporting date 31 December 2022.

Shareholder group of
Kellenberger family members		33.6%
Veraison Capital AG		10.0%
Vontobel Fonds Services AG 1)		5.1%
Swisscanto Fondsleitung AG 2)		5.0%
UBP Asset Management (Europe) SA 3)		3.0%

1. According to the report to SIX Swiss Exchange as of 8 March 2012, Vontobel Fonds Services AG holds 5.06%.
2. According to the report to SIX Swiss Exchange as of 24 June 2022, Swisscanto Fondsleitung AG holds 4.9995%.
3. According to the report to SIX Swiss Exchange as of 17 November 2022, UBP Asset Management (Europe) SA holds 3.034%.

The Company makes disclosures about significant shareholders if it receives disclosure notifications in the reporting period pursuant to article 120 Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (Fin- MIA). Parties subject to the notification requirement have to disclose shareholdings when their voting rights in CALIDA Holding AG reach, exceed or fall below the thresholds of 3, 5, 10, 15, 20, 25, 33 ⅓, 50 or 66⅔ percent.

All disclosure notifications of shareholdings in CALIDA Holding AG are available on the disclosure office's electronic publication platform at: https://www.ser-ag.

2. Capital structure

2.1 CAPITAL AS OF 31 DECEMBER 2022

The ordinary share capital of the Company amounts to approximately CHF 842'000, divided into 8'422'751 registered shares with a par value of CHF 0.10 each. As of 31 December 2022, the ordinary share capital entered in the commercial register amounted to approximately CHF 839'000, corresponding to 8'385'037 registered shares.

The available conditional capital amounts to approximately CHF 19'000. This equates to 187'249 registered shares with a par value of CHF 0.10 each.

2.2 AUTHORISED AND

CONDITIONAL CAPITAL IN PARTICULAR

There is no authorised capital. The conditional capital is used for participation plans for employees and members of the Board of Directors of the Company or of Group companies. A subscription right for shareholders is excluded. Options for registered shares of CALIDA Holding AG were issued in accordance with a plan prepared by the Board of Directors.

2.3 CHANGES IN CAPITAL

The statement of changes in shareholders' equity in the financial statements 2022 of CALIDA Holding AG, which form part of this annual report, contains details of the changes in capital for the last three reporting periods in the respective section on page 86.

2.4 SHARES AND PARTICIPATION CERTIFICATES

The number of shares and their par value are shown in section 2.1 above. The Company has one share catego-

ry. Therefore, there is a constant ratio of par value to voting power (one share, one vote principle). Each registered share has a par value of CHF 0.10 and gives the shareholder unrestricted entitlement to the divi- dend. The capital is fully paid in. The Company has not issued any participation certificates.

2.5 DIVIDEND-RIGHT CERTIFICATES

The Company has not issued any dividend-right cer- tificates.

2.6 LIMITATIONS ON TRANSFERABILITY AND NOMINEE REGISTRATIONS

2.6.1 LIMITATIONS ON TRANSFERABILITY FOR

EACH SHARE CATEGORY, ALONG WITH AN INDICATION OF STATUTORY GROUP CLAUSES, IF ANY, AND RULES FOR GRANTING EXCEPTIONS

The Articles of Incorporation do not provide for any limitations on transferability of registered shares.

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2.6.2 REASONS FOR GRANTING EXCEPTIONS IN THE REPORTING PERIOD

The Articles of Incorporation do not provide for any limitations on transferability of registered shares.

2.6.3 ADMISSIBILITY OF NOMINEE REGISTRATIONS, ALONG WITH AN INDICATION OF PERCENT CLAUSES, IF ANY, AND REGISTRATION CONDITIONS

The Company does not accept any nominee registra- tions.

2.6.4 PROCEDURE AND CONDITIONS FOR CANCELLING STATUTORY PRIVILEGES AND LIMITATIONS ON TRANSFERABILITY

There are no statutory privileges or limitations on transferability.

2.7 CONVERTIBLE BONDS AND OPTIONS

The Company has not issued any convertible bonds. For details of employee stock options, please refer to the section on share-based payments on page 69 onwards in the "CALIDA GROUP Consolidated financial statements 2022" chapter.

3. Board of Directors

3.1 MEMBERS OF THE BOARD OF DIRECTORS (BOD)

A) NAME, NATIONALITY, EDUCATION AND PROFESSIONAL BACKGROUND

HANS-KRISTIAN HOEJSGAARD

CHAIRMAN OF THE BOARD OF DIRECTORS

Nationality Danish

Born1958

Joined the BoD 13 May 2014 | Independent member of the Board of Directors

Term of office until the Annual General Meeting for fiscal year 2022

Committee Nomination & Compensation Committee, Chairman

Education Southern Denmark Business School (HD business graduate); Harvard Business School (Executive Education); INSEAD (Executive Education); The Wharton School of Business, University of Pennsylvania (Executive Education)

Professional background

CEO-Mentor at Mentore Consulting LLP, London; 2018-2019 CEO ad interim at the MCH Group AG, Basel; 2011-2017 CEO at the Oettinger Davidoff AG, Basel, 2014-2017 Board member; 2008-2009 CEO of the Timex Group B.V., New York and Chairman of the Board of Directors of Timex India; 2003-2007 CEO of Georg Jensen A/S, Copenhagen; 1998-2002 CEO of Lancaster Group (Coty), Paris; 1993-1998 Regional Managing Director, Asia Pacific, Guerlain (LVMH) Hong Kong; 1986-1993 Seagram International, Italy, Hong Kong, Thailand

Other activities Chairman of the Board of Directors of Bonhams, London (UK); Member of the Board of Directors
and vested	of Barclays Bank (Suisse) SA, Geneva
interests

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STEFAN PORTMANN

VICE CHAIRMAN OF THE BOARD OF DIRECTORS

Nationality	Swiss
Born	1967
Joined the BoD	21 April 2016 | Independent member of the Board of Directors
Term of office	until the Annual General Meeting for fiscal year 2022
Committee	Strategic Committee, Chairman
Education	University of Wales (Master in Science of Marketing), University of Maryland (EMBA)
Professional	2004-2014 Executive Management Schild AG, Lucerne; 1992-2004 Executive Management/
background	various management positions Herren Globus/Globus, Zurich and Spreitenbach
Other activities	Since 2017 Board of Directors of Luzerner Kantonalbank AG, Lucerne; since 2013 Foundation
and vested	Board of Pro Juventute (Chairman), Zürich; and on the Board of Directors of three further
interests
	non-listed companies: Piavita AG, Zürich; RP Invest AG, Zug; Stefan Portmann AG, Zürich

LAURENCE BOURDON-TRACOL

Nationality French

Born1972

Joined the BoD 14 April 2022 | Independent member of the Board of Directors

Term of office until the Annual General Meeting for fiscal year 2022

Committee Audit & Risk Committee, Chair

Education Master in Business Administration HEC Paris; Master's Degree in International Management University of Cologne

Professional background

Since 2021 Chief Financial Officer of Skyscanner, 2020 - 2021 VP Finance: global finance function at Skyscanner, 2008 - 2019 eBay Inc., Switzerland and California, various finance roles;

2004 - 2008 Xilinx, California, internal audit; 2000 - 2004 Ernst & Young, San Jose and 1995 - 2000 Ernst & Young, Paris, audit

Other activities Member of the Board of Directors of Gousto UK

and vested interests

PATRICIA GANDJI

Nationality	German
Born	1970
Joined the BoD	14 April 2022 | Independent member of the Board of Directors
Term of office	until the Annual General Meeting for fiscal year 2022
Committee	Strategic Committee, member
Education	Accounting and Finance, University of Applied Sciences in Landshut, Germany
Professional	Since 2020, Chief People Officer of Richemont; since 2017, CEO global regions at Richemont,
background	2007 - 2017 various leadership roles at Cartier
Other activities	Since 2021 Member of the Board of Directors of the Creative Academy, Milan;
and vested	since 2017 Member of the Board of Directors of Richemont North America, New York City;
interests
	since 2017 member of the Board of Directors of Richemont Europe, Amsterdam

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GREGOR GREBER

Nationality Swiss

Born1967

Joined the BoD 17 April 2020

Term of office until the Annual General Meeting for fiscal year 2022

Committee Audit & Risk Committee, member

Education Business Economist KSZ, Higher Management School Zurich, Bank Clerk

Professional 2015 - 2021: Founder and Senior Partner at VERAISON Capital AG, Zurich;

background 2014, Founder and Executive Chairman of the Board of Directors of zRating AG, Zurich (Carve out from zCapital and sold to Inrat AG); 2008-2014 Founder, CEO and Delegate of the Board of Directors at zCapital AG, Zug; 2005-2008, Head of Corporate Finance, Member of the Management of Bank am Bellevue, Küsnacht; 2002-2005, Head of Equities Switzerland, Member of the Management at Lombard Odier, Zurich; 1999-2002, Global Head of Equities (Switzerland), Managing Director of Deutsche Bank, Zurich and before various other functions at UBS and Julius Bär

Other activities and vested interests

Since 2015 Founder and Chairman of the Board of Directors of NapaWine AG (and NapaGrill), Zürich; since 2015 member of the Board of Directors of VERAISON Capital AG and VERAISON SICAV; since 2021 Member of the Board of Directors of VT5 Acquisition Company, Pfäffikon and the Invenda Group AG, Lucerne; Ambassador Swiss Ventures (Swiss Ventures Group) Group, Zürich

ERICH KELLENBERGER

Nationality	Swiss
Born	1948
Reappointment	17 April 2020 (previously from 22 September 1986 until 15 April 2019 on the BoD)
to the BoD
Term of office	until the Annual General Meeting for fiscal year 2022
Committee	Strategic Committee, member
Education	Leicester Polytechnic (textile engineering)
Professional	Various operational functions in the CALIDA GROUP from 1970 to 2001
background
Other activities	Chairman of the Board of Directors of Blue Lemon AG, Lucerne and Board member of companies
and vested	of the Blue Lemon Group
interests

DR. LUKAS MORSCHER

Nationality Swiss

Born1963

Joined the BoD 15 April 2019 | Independent member of the Board of Directors

Term of office until the Annual General Meeting for fiscal year 2022

Committee Nomination & Compensation Committee, member

Education University of Basel (lic. rer. pol., Dr. iur.);

Harvard Business School (Advanced Management Programme)

Professional Since 1998 Attorney and since 2003 Partner at Lenz & Staehelin; 1996-1997 Attorney at Preston background Gates & Ellis, in the USA; 1995-1998 Attorney at Böckli Thomann & Partner, 1993-1995 Economic

Advisor at the Swiss State Secretariat for Economic Affairs (SECO)

Other activities and vested interests

Vice-Chairman of the Board of Directors of ONE.THING.LESS AG; Member of the Foundation Board of the EFORT Foundation