— Corporate governance — Takeover and defense measures

Takeover and defense measures

The Articles of Association (on medmix.swiss/en/Investors/Governance; under Downloads) contain no opting-out or opting-up clauses. If there is a change of control, the number of all outstanding restricted share units (RSUs) shall be prorated based on the period from the grant date to the effective date of the change of control, in proportion to the full original vesting period, and such prorated number of RSUs shall vest immediately on the effective date of the change of control. The Board of Directors, however, may determine any other treatment of outstanding RSUs in case of a change of control. A change of control includes a merger, consolidation, acquisition or other transaction as a result of which securities possessing 50% or more of the total combined voting power of medmix Ltd’s outstanding securities are held by a person different from the person holding 50% or more of the total combined voting power of medmix Ltd’s outstanding securities immediately prior to such transaction, as well as the sale of all or substantially all of the assets of medmix Ltd to a third-party.

With respect to the performance share units (PSUs), prior to the spin-off from the Sulzer group, the eligible employees of medmix group participated in the Sulzer performance share plan (PSP). The former Applicator Systems employees who received Sulzer PSU keep these PSU also after the spin-off, which, however, will be adjusted to neutralize the consequences from the spin-off for Sulzer’s PSP (for further information please refer to note 28 to the consolidated financial statements in the financial reporting section). If there is a change of control, the Sulzer PSU allocated to former Applicator Systems employees are converted into shares on a pro rata basis and based on actual achievement of the performance targets, without being subject to blocking restrictions. A change of control includes an acquisition of, or a public takeover offer in relation to, 50% or more of the voting rights. medmix group plans to introduce its own performance share plan in the course of 2022, subject to approval by the Board of Directors.