Annual report 2023

Changes of control and defence measures

Duty to make an offer

The Articles of Association (on medmix.swiss/en/Investors/Governance; under Downloads) contain neither opting-out nor opting-up clauses.

Clauses on changes of control

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, to the extent permissible under mandatory applicable law. 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 (directly or indirectly) by a person or persons different from the person or the persons cumulatively holding (directly or indirectly) 50% or more (and acting in concert) 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) allocated to members of the Executive Committee and other eligible employees, in case of a change of control:

(a) the number of outstanding PSUs that continue to be eligible for vesting shall be prorated based on (i) the period from the beginning of the performance period to the day immediately prior to the date when the change of control becomes legally effective, and (ii) in relation to the total performance period;

(b) the total achievement factor for such prorated number of PSUs shall be determined by the Board of Directors based on an appropriate pro rata performance assessment through the date of the change of control, and in a way that is acceptable for mandatory legal/regulatory purposes;

(c) after application of the prorating as per (a) above, and the total achievement factor determined by the Board of Directors as per (b) above, the resulting number of vested PSUs shall vest immediately on the day on which the change of control becomes legally effective.

The Board of Directors, however, may in its sole discretion determine a different treatment of PSUs in case of a change of control.