Remuneration report

The Vetropack Group’s remuneration scheme is geared to its employees’ levels of responsibility and experience, and also to local conditions. Members of the Board of Directors (BoD) receive a fixed cash benefit with no variable components.

Members of the Management Board (MB) receive basic remuneration reflecting their individual responsibility and experience, as well as a variable performance- and results-related component. They are awarded additional non-cash benefits in the form of supplementary pension contributions and a company car, which is also available for their private use.

All remuneration is paid in cash; there are no option or share plans.

The BoD determines the principles underlying its own remuneration scheme and the scheme for the MB at the request of the Nomination and Compensation Committee (NCC). It also sets the remuneration for the BoD and the CEO annually at the request of the NCC.

The NCC consists of three members of the BoD who are elected individually by the Annual General Assembly each year. The Annual General Assembly of 25 April 2024 elected Claude R. Cornaz, Richard Fritschi and Raffaella Marzi to the NCC; the BoD designated Raffaella Marzi as Chair of the NCC. The NCC reports on its discussions and decisions, and proposes any motions, at the next meeting of the entire BoD. The committee met three times during 2024, in February, July and November.

The NCC’s main task is to review the remuneration schemes for the BoD and MB on a regular basis. The NCC submits remuneration proposals for the members of the BoD and the CEO to the entire BoD so that the latter can pass the relevant resolutions. The NCC takes independent decisions regarding remuneration for the remaining members of the MB at the request of the CEO. The NCC also submits proposals to the BoD regarding the motions on overall remuneration for the BoD and MB that are to be put forward at the Annual General Assembly.

In addition, the NCC prepares the medium- and long-term human resources planning for members of the BoD and the MB, and submits its proposals to the entire BoD so the latter can pass the relevant resolutions.

The Annual General Assembly of Vetropack Holding Ltd votes separately on remuneration for the Board of Directors and the Management Board as follows:

• prospectively, on the maximum total amount of remuneration for the Board of Directors for the period until the next Annual General Assembly (cf. Article 27 of the company’s Articles of Association https://www.vetropack.com/en/vetropack/investor-relations/corporate-governance/).
• prospectively, on the maximum total amount of remuneration for the Management Board for the fiscal year that follows the Annual General Assembly (cf. Article 27 of the Articles of Association).

Article 28 of the Articles of Association provides for an additional 40% of the amount approved by the Annual General Assembly for members of the Management Board nominated during the remuneration period.

Board of Directors (BoD)

Members of the BoD receive fixed remuneration in cash, with the Chairman, Vice-Chairman and ordinary members entitled to different amounts based on a graduated scale. The members of the NCC also receive fixed remuneration in cash for their work on the Committee, with the Chairman and ordinary members likewise entitled to different amounts based on a graduated scale. There are no variable components. Remuneration is paid out in 12 monthly instalments.

Management Board (MB)

Members of the MB receive fixed basic remuneration (fixed basic salary), which is commensurate with the level of responsibility involved in their individual function, their experience, and local conditions.

They also receive a variable cash bonus that consists of three elements:

• an individual element, based on the attainment of individually defined performance goals. This bonus component is calculated on the basis of an individually specified percentage of the personal fixed basic salary, multiplied by the goal attainment rate.
• a non-financial Group element consisting of targets relating to Group performance in the areas of sustainability, markets, and people.
• a net result element, calculated on the basis of an individually defined per mille rate of the Group’s consolidated net profit after tax. If the consolidated net profit is lower than 2% of the net revenue, this net result bonus is zero.

When appraising the attainment of individual performance goals, those elements that cannot be quantified are evaluated at the appraiser’s discretion.

The target range for the variable remuneration as a whole, i.e. the individual element, the non-financial Group element and the net result element together, should be between 25% and 50% of the basic salary.

The total variable remuneration, however, is capped at a maximum of 75% of the base salary and is paid after the Annual report has been approved by the BoD.

Only cash benefits were paid to members of the BoD in 2024. No shares, options, loans, credits, additional fees or other kinds of remuneration were disbursed either to members of the BoD, former members of the BoD, or persons closely associated with them. Furthermore, there are no outstanding credits or loans.

2024 BoD remuneration

2023 BoD remuneration

Only cash and non-cash benefits were provided to members of the MB for 2024. No shares, options, loans, credits, additional fees or other kinds of remuneration were disbursed either to members of the MB, former members of the MB, or persons closely associated with them. Furthermore, there are no outstanding credits or loans.

Board of Directors (BoD)

At the Annual General Assembly on 25 April 2024, a vote was held on the total remuneration for the Board of Directors and a maximum amount of CHF 1,000,000.00 was defined.

In accordance with the Articles of Association, remuneration for the Board of Directors is approved prospectively for the period until the next ordinary Annual General Assembly. The table below compares the maximum amount of remuneration for the Board of Directors approved by the Annual General Assembly with the amounts actually disbursed in 2024.

Management Board (MB)

The maximum amount of the Management Board’s total remuneration for the 2024 fiscal year (CHF 5,600,000.00) was approved at the Annual General Assembly held on 19 April 2023. The table below compares the remuneration approved and disbursed in 2024.

As of 31 December 2024 the individual members if the Board of Directors and the Management Board held the following number of registered shares A and B in Vetropack Holding Ltd:

List of external mandates as of 31 December 2024 of the members of the Board of Directors and Management Board (CO, Art. 734e).