— Financial reporting — Financial statements of medmix Ltd — Notes to the financial statements of medmix Ltd

1 General information

medmix Ltd, Zug, Switzerland (the company), is the parent company of the medmix group. The company was registered as of September 20, 2021.  Its financial statements are prepared in accordance with Swiss law and serve as complementary information to the consolidated financial statements.

These financial statements were prepared according to the provisions of the Swiss Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations). Where not prescribed by law, the significant accounting and valuation principles applied are described below. medmix Ltd is presenting its consolidated financial statements according to IFRS. As a result, medmix Ltd has applied the exemption included in article 961d SCO and has not included additional disclosures such as a cash flow statement or a management report in its financial statements.

2 Key accounting policies and principles

Treasury shares

Treasury shares are recognized at acquisition cost and deducted from shareholders’ equity at the time of acquisition. In case of a resale, the gain or loss is recognized through the income statement as financial income or financial expenses.

Investments in subsidiaries

Investments are initially recognized at cost or if the value is lower, at value in use, using generally accepted valuation principles.

Share-based payments

medmix Ltd operates a share-based payment program that covers the Board of Directors. Restricted share units (RSUs) are granted annually. The plan features graded vesting over a three-year period. One RSU award is settled with one medmix share at the end of the vesting period. Awards automatically vest with the departure from the Board. The fair value of the medmix share at vesting date is recognized as compensation to the Board of Directors.

3 Investments in subsidiaries

A list of the major subsidiaries held directly or indirectly by medmix Ltd is included in note 33 of the consolidated financial statements.

4 Equity

Share capital

On September 20, 2021, Sulzer Ltd shareholders at their extraordinary general meeting (EGM) approved the demerger plan and the incorporation of medmix Ltd with a registered share capital of 34’262’370 shares (registered shares with a nominal value of CHF 0.01 each).

As of September 30, 2021, the company increased its share capital from CHF 342’623.70 to CHF 412’623.70, by using part of the authorized capital that was created at the EGM of Sulzer Ltd on September 20, 2021.

The share capital as of December 31, 2021, amounted to CHF 412’623.70, made up of 41’262’370 shares with dividend entitlement and a par value of CHF 0.01. All shares were fully paid in and registered.

As of December 31, 2021, the company had a remaining authorized share capital of CHF 10’000.00, correspond­ing to 1’000’000 shares at a nominal value of CHF 0.01 each. The Board of Directors is authorized to increase the share capital of the company by the aforementioned remaining amount, at any time, until September 20, 2023.

Share ownership

medmix shares are freely transferable provided that, when requested by the company to do so, buyers declare that they have purchased and will hold the shares in their own name and for their own account. Nominees will only be entered in the share register with the right to vote provided that they meet the following conditions: the nominee is subject to the supervision of a recognized banking and financial market regulator; the nominee has entered into an agreement with the Board of Directors concerning its status; the share capital held by the nominee does not exceed 3% of the registered share capital entered in the commercial register; and the names, addresses and number of shares of those individuals for whose accounts the nominee holds at least 0.5% of the share capital have been disclosed. The Board of Directors is also entitled, beyond these limits, to enter shares of nominees with voting rights in the share register, provided that the above-mentioned conditions are met (see also paragraph 6a of the Articles of Association at https://medmix.swiss/en/Investors/Governance).

Shareholders holding more than 3%

Legal capital reserves and free reserves

As part of the spin-off of medmix from Sulzer Ltd by way of a symmetrical demerger in accordance with article 29(b) and article 31(2)(a) Swiss Merger Act, Sulzer transferred total net assets amounting to CHF 344’294k. The amount included the net assets as disclosed in the demerger balance sheet as of January 1, 2021, of CHF 423’647k minus the unfulfilled part of an intercompany loan of 80’200k plus acquisition related payments during 2021 of CHF 847k. The intercompany loan represents the repayment and interest payment obligations under the loan agreement, which was transferred to medmix as part of the debt split as disclosed in the demerger plan dated May 27, 2021. The transferred net assets covered the amount of paid-in share capital of CHF 343k, and the remainder was allocated to legal capital reserves (CHF 50’000k) and free reserves (CHF 293’951k).

The share capital increase as of September 30, 2021, resulted in reserves from capital contribution of CHF 294’653k.

Treasury shares held by medmix Ltd

The total number of treasury shares held by medmix Ltd as of December 31, 2021, amounted to 150’000, which are mainly held for the purpose of issuing shares under the management share-based payment programs.

5 Contingent liabilities

As of December 31, 2021, CHF 6’744k of guarantees, sureties and comfort letters for subsidiaries to banks and insurance companies were utilized.

The separation from Sulzer Ltd was effected by way of a symmetrical demerger according to the Swiss Merger Act. Under the merger act, the company may be held liable by creditors of Sulzer Ltd, who may be able to enforce certain claims existing at the time of the spin-off or having their basis prior to the spin-off against the company.

6 Administrative expenses

medmix Ltd does not have any employees. The compensation to the Board of Directors includes share-based payments and remuneration. Other administrative expenses contain management services and recharges from subsidiaries.

7 Financial income and expenses

The financial income contains interests on loans with subsidiaries amounting to CHF 549k. The financial expenses contain mainly interest on loans with third parties and interest on cash and cash equivalents with banks amounting to CHF 52k.

8 Share participation of the Board of Directors, Executive Committee and related parties

Restricted share units for members of the Board

The compensation of the Board of Directors consists of a fixed cash component and a restricted share unit (RSU) component with a fixed grant value. The number of RSUs is determined by dividing the fixed grant value by the volume-weighted share price of the last ten days prior to the grant date. One-third of the RSUs each vest after the first, second and third anniversaries of the grant date, respectively. Upon vesting, one vested RSU is converted into one share of medmix Ltd. The vesting period for RSUs granted to the members of the Board of Directors ends no later than on the date on which the member steps down from the Board.

Granted medmix shares to members of the Board of Directors

9 Subsequent events after the balance sheet date

At the time when these financial statements were authorized for issue, the Board of Directors were not aware of any events that would materially affect these financial statements.