Zur Rose Group AG

Governance Information • Mar 14, 2025

Corporate Governance

DocMorris applies the principles and rules of Corporate Governance set out in the "Swiss Code of Best Practice for Corporate Governance" of economiesuisse. The content and structure of this section comply with the Directive on Information relating to Corporate Governance issued by the SIX Swiss Exchange. Unless otherwise stated, all information relates to the reporting date of 31 December 2024. The key elements of Corporate Governance are defined in the Company's Articles of Association, Organisational Regulations and Terms of Reference of the Committees of the Board of Directors, as published on the Company's corporate website.

1 Corporate structure and shareholders

1.1 Corporate structure

DocMorris AG based in Frauenfeld is organised as a stock corporation under Swiss law. The registered shares with the security number 4261528 are listed on the SIX Swiss Exchange. The Board of Directors supervises DocMorris, while the Executive Board is responsible for the operational management. The CEO is responsible for managing the business. Under his leadership the Executive Board deals with all issues of relevance for DocMorris, takes decisions within its authority and submits motions to the Board of Directors. The corporate structure consists of the segment organisation, responsible for regions and revenue, and the Finance, Technology and Operations functions. The members of the Executive Board are responsible for devising and achieving their entrepreneurial objectives and running their units. People, Communications, Internal Audit and Strategic Initiatives report to the CEO; Finance, Legal and Investor Relations & Sustainability report to the CFO. These provide services for the Company and its subsidiaries.

The business model of DocMorris covers online distribution of prescription and OTC medications, health, beauty and personal care products and digital services (marketplace, ecosystem, technology and telemedicine). Information on segment reporting can be found in the management report starting on page 11.

The subsidiaries included in the Group consolidation, with details of their names and registered offices, share capital and the percentage interest held by Group companies, are listed in the Notes to the Consolidated Financial Statements on page 154. The consolidation does not include any companies whose equity securities are listed on a stock exchange, with the exception of DocMorris AG.

1.2 Significant shareholders

According to the disclosure notices to the SIX Swiss Exchange, the following shareholders held three per cent or more of the share capital on 31 December 2024:

Beneficial owner(s) /Person(s) entitled to exercise voting rights 1)	Direct shareholder	Issued shares Purchase/ sale position	Shares on loan Purchase/ sale position
BNP Paribas SA	BNP Paribas Financial Markets	8.089%/
	BNP Paribas Securities Services	2.412%
UBS Fund Management (Switzerland) AG		5.611%/ –
Barclays PLC	Barclays Capital Securities Limited	5.251%/ 0.001%
Benjamin Levine	LMR Partners LP	4.34%/
	LMR Partners (Offshore) Limited	2.89%
	LMR Management Services Limited
	LMR Partners LLP
Swisscanto Fondsleitung AG		3.056%/ –
David E. Shaw	D. E. Shaw Composite Portfolios, L.L.C.	2.565%/
	D. E. Shaw GSS Portfolios, L.L.C.	3.618%
	D. E. Shaw Oculus International, Inc.
	D. E. Shaw Oculus Portfolios, L.L.C.
	D. E. Shaw Valence International, Inc.
	D. E. Shaw Valence Portfolios, L.L.C.

1) Compared to share capital at the time of disclosure (changes in capital see 2.3)

Changes in significant shareholders after the reporting date: Astaris Capital Management LLP 4.161 per cent (purchase), Lemanik Holding S.A. 3.033 per cent (purchase), JPMorgan Chase & Co. (shares on loan) 13.101 / 4.929 per cent and UBS Group AG (shares on loan) 27.142 / 1.041 per cent of the share capital at the editorial deadline of the Annual Report.

Treasury shares: As of 31 December 2024, DocMorris AG holds 2 treasury shares, which are dedicated to employee programs as per article 3b of the Company's Articles of Association. Furthermore, 3,018,579 treasury shares are held by DocMorris Finance B.V. These shares serve as a share lending facility to support the convertible bonds issued in 2022 and 2024. When shares are lent under the lending facility, the shareholding of DocMorris Finance B.V. remains in place for disclosure purposes.

The disclosure notifications published by DocMorris AG via the electronic publication platform of the SIX Swiss Exchange can be found here. The shareholdings of the members of the Board of Directors and Executive Board are shown in detail in the Compensation Report on page 139.

1.3 Cross-shareholdings

There are no cross-shareholdings with other companies.

2 Capital structure

Information on the capital structure can be found in note 30 to the consolidated financial statements.

2.1 Capital

The share capital of DocMorris AG as at 31 December 2024 was CHF 445,052,790.00, divided into 14,835,093 registered shares with a par value of CHF 30.00 each.

2.2 Capital band and conditional capital in particular

Capital band

The Board of Directors is authorised during the period until 30 September 2027 to (a) increase the share capital in one or more steps by a maximum of CHF 79,223,070.00 to CHF 485,673,840.00 (upper limit) by issuing a maximum of 2,640,769 fully paid up registered shares with a par value of CHF 30.00 each and (b) to reduce the share capital in one or more steps by a maximum of CHF 58,722,570.00 to not less than CHF 347,728,200.00 (lower limit) exclusively by cancelling registered shares with a nominal value of CHF 30.00 each, which were issued for the purpose of securities lending for convertible bonds of DocMorris AG and are (possibly for the time being) no longer required therefor. Increases in partial amounts are permitted. In the event of a capital reduction, the amount of the reduction shall be booked to the reserves.

Conditional share capital for employee participations

The share capital of DocMorris AG may be increased by an amount not to exceed CHF 6,997,980.00 through the issuance of up to 233,266 fully paid up registered shares with a par value of CHF 30.00 each through issuance of shares to employees, consultants and members of the Board of Directors of DocMorris AG and its subsidiaries.

Conditional share capital for financing, acquisitions and other purposes

The share capital of DocMorris AG may be increased by an amount not to exceed CHF 84,513,360.00 through the issuance of up to 2,817,112 fully paid up registered shares with a par value of CHF 30.00 each through the exercise or mandatory exercise of conversion, exchange, option, warrant or similar rights for the subscription of shares granted to shareholders or third parties alone or in connection with bonds, notes, options, warrants or other financial market instruments or contractual obligations of DocMorris AG or any of its subsidiaries.

Further provisions on the capital band and conditional capital can be found in articles 3a, 3b, 3c, 3d and 3e of the Articles of Association.

2.3 Changes in capital

On 31 December 2023, the share capital of DocMorris AG was CHF 411,019,170.00. During 2024, DocMorris AG issued 14,454 new shares from conditional capital for employee participation programmes and 1,120,000 new shares from conditional capital for financing, acquisitions and other purposes, thereby increasing the share capital by CHF 34,033,620.00. On 31 December 2024, the share capital was CHF 445,052,790.00.

For previous years please refer to the Annual Report 2023, page 23, and the Annual Report 2022, page 39.

2.4 Shares and participation certificates

On 31 December 2024, the share capital was divided into 14,835,093 registered shares with a par value of CHF 30.00 each. The shares are fully paid up. DocMorris AG has not issued any participation certificates.

2.5 Dividend-right certificates

The Company has not issued any dividend-right certificates.

2.6 Limitations on transferability and nominee registrations

Persons acquiring registered shares shall be registered in the share register as shareholders with voting rights upon their request if they expressly declare to have acquired and to hold these registered shares in their own name and for their own account. The Board of Directors may register individual persons who do not expressly declare in their registration application to hold the registered shares for their own account (the Nominees) as shareholders with voting rights with regard to up to 3 per cent of the share capital recorded in the commercial register if the Nominee has entered into an agreement with the Company regarding its status and is subject to a recognized bank or financial market supervision. Beyond such registration limit, the Board of Directors may register Nominees as shareholders with voting rights if such Nominees disclose the first and last names (in the case of legal entities, the company names), addresses and nationality (in the case of legal entities, the registered office) and shareholdings of those persons for whose account they hold 0.5 per cent or more of the share capital recorded in the commercial register. The Board of Directors may enter into agreements with Nominees regarding reporting obligations.

The Nominees recorded in the share register are therefore registered without voting rights. There are no other transfer limitations and no statutory privileges. Any lifting or amendment of the limitations on transferability requires a shareholders' resolution by a voting majority of at least two thirds of the shares represented.

2.7 Convertible bonds and options

Convertible bond 2024 to 2029

In 2024, DocMorris Finance B.V., a full subsidiary of DocMorris AG, placed a convertible bond in the amount of CHF 200 million and listed it on the SIX Swiss Exchange. The bond has a term of five years (maturity 3 May 2029), a coupon of 3.00 per cent per annum, which is distributed semi-annually, and a conversion price of CHF 114.75. This represents a premium of 35 per cent over the reference share price of CHF 85.00, the offer price determined in an accelerated bookbuilding for a simultaneous capital increase. The bonds were issued and will be redeemed at par. The issuer has the right to redeem the bonds early at any time on or after 24 May 2027 at par, plus accrued interest if less than 15 per cent of the principal amount of the bonds is outstanding. In the event of a full conversion of the bonds, a total of 1,742,919 shares would be issued to the owners of the bonds, representing a share capital of CHF 52,287,570 and a ratio of 12.88 per cent to the share capital outstanding at the time of issuance (CHF 405,893,610), taking into account the simultaneous capital increase.

Convertible bond 2022 to 2026

In 2022, DocMorris Finance B.V., a full subsidiary of DocMorris AG, placed a convertible bond in the amount of CHF 94.972 million and listed it on the SIX Swiss Exchange. The bond has a term of four years (maturity 15 September 2026), a coupon of 6.875 per cent per annum, which is distributed quarterly, and a conversion price of CHF 49.725. This represents a premium of 27.5 per cent over the reference share price of CHF 39.00, the offer price determined in an accelerated bookbuilding for a simultaneous capital increase. The bonds were issued and will be redeemed at par. The issuer has the right to redeem the bonds early at any time after the payment date at par, plus accrued interest if less than 15 per cent of the principal amount of the bonds is outstanding. In the event of a full conversion of the bonds, a total of 1,909,945 shares would be issued to the owners of the bonds, representing a share capital of CHF 57,298,350 and a ratio of 15.06 per cent to the share capital outstanding at the time of issuance (CHF 380,549,310), taking into account the simultaneous capital increase.

Further details of the convertible bonds can be found in note 25 to the consolidated financial statements.

DocMorris AG has not issued any options.

3 Board of Directors

3.1 Members of the Board of Directors

The majority of the Board of Directors of DocMorris AG is independent. The Board applies the criteria set forth in the Swiss Code of Best Practice for Corporate Governance 2023 from economiesuisse to determine if its members are independent. This states that non-executive members who either never belonged to the Executive Board or did so more than three years ago and who have no or only relatively minor business relations with the Company are deemed independent. The term of office of members of the Board of Directors is not a criterion for judging their independence. No members of the Board of Directors act as an executive for DocMorris. Within the past three reporting years only the former CEO Walter Oberhänsli acted as an executive (until 30 April 2022). The members of the Board do not have any significant business relationships with DocMorris. There are no cross-involvements.

The Board of Directors consists of six members. When members are nominated, the emphasis is on experience in leadership and management roles, e-commerce, technology, digitalisation, law, regulatory issues, healthcare, marketing, finance and accounting, M&A, capital markets, risk management, compensation and sustainability, plus in particular international experience. The Board of Directors strives to make a balanced allowance for the skills and knowledge that reflect the strategic and operational focuses of DocMorris, the international outlook and the accounting requirements for listed companies. The skills and knowledge needed are broadly covered by the Board.

On 31 December 2024, the Board of Directors consisted of the following persons:

MEMBERS OF THE BOARD OF DIRECTORS
	Position	First elected	Term expires
Walter Oberhänsli	Chairman, non-executive	1993	2025
	Vice Chairman,
Prof. Stefan Feuerstein	non-executive, independent	2010	2025
Prof. Dr. Andréa Belliger	non-executive, independent	2021	2025
Rongrong Hu	non-executive, independent	2022	2025
Dr. Christian Mielsch	non-executive, independent	2019	2025
Florian Seubert	non-executive, independent	2019	2025

EXPERIENCE AND COMPETENCIES OF THE BOARD OF DIRECTORS

	represented proportionally
Capital markets	3/6
E-commerce	3/6
Finance / accounting	2/6
Healthcare	2/6
International experience	4/6
Leadership	5/6
Legal and regulatory	1/6
Marketing	2/6
Mergers and acquisitions	3/6
Remuneration	2/6
Risk management	2/6
Sustainability	2/6
Technology and digitisation	3/6

— Walter Oberhänsli (1958, Swiss national)

Chairman of the Board of DocMorris AG (formerly Zur Rose Group AG) since April 2022 as well as from 1996 to 2011. Walter Oberhänsli served as Executive Director and CEO of the Zur Rose Group from 2005 to 2022. He co-founded Zur Rose in 1993 while practising as an independent lawyer. He holds a master's degree in Law from the University of Zurich.

— Stefan Feuerstein (1955, German national, Prof.)

Chairman of the Board of Directors of Electronic Partner Handel SE, Düsseldorf, as well as holder of different directorships in various companies. Stefan Feuerstein served as Executive Director and CEO of Markant AG until 2010 and prior to this, he was a member of the Management Board of METRO AG, responsible for strategic group purchasing and food and retail. He holds a degree in Business Administration and has been an honorary professor at Worms University of Applied Sciences since 2001.

— Andréa Belliger (1970, Swiss national, Prof. Dr.)

Director of the Institute for Communication and Leadership IKF since 2003. Andréa Belliger is also Director of and an advisor to various companies and organisations in the healthcare, financial, IT and tourism sectors. As well as being an author and international keynote speaker on digital transformation – particularly in healthcare – she also holds a PhD in Theology, Philosophy and History from the universities of Lucerne, Strasbourg and Athens, and has a master's degree in International Business Administration from ZfU International Business School, Switzerland and United States.

— Rongrong Hu (1980, Chinese national)

Investor focusing on the technology sector. From 2013 to 2018, Rongrong Hu worked for eBay as Senior Director of Innovation, M&A and Business Development EMEA and earlier as Chief Strategy Officer Greater China. Previously, she worked for McKinsey & Company and CITIC Capital, and founded various businesses. She graduated with a dual bachelor's degree in Telecommunication Engineering and International Economics & Trading from Shanghai Jiao Tong University and holds a master's degree in Business Administration from Harvard Business School.

— Christian Mielsch (1962, German national, Dr. rer. nat.)

Currently active in various non-executive functions. Christian Mielsch was a member of the Management Board and CFO of the German REWE Group from 2012 to 2022. He previously held a number of management positions at Bertelsmann AG and METRO Group until 2012, including CFO of METRO Cash & Carry International and ultimately, COO of METRO Cash & Carry Central East Europe. Prior to that, he worked as a Consultant and Engagement Manager at McKinsey & Company. He earned a doctorate degree in Physics from the Technical University Dortmund and studied Business Administration at the University of Hagen.

— Florian Seubert (1973, German national)

Venture partner and private investor at the German Maxburg Capital Partners as well as AB1204 Capital since 2013. Florian Seubert was Co-founder and CFO of Zooplus AG from 1999 to 2013 and prior to this, worked in the Securities Division of JPMorgan. He earned a master's degree in Philosophy, Politics and Economics from Oxford University.

4 — 5 — 6 —

• 1 Walter Oberhänsli
• 2 Stefan Feuerstein
• 3 Andréa Belliger
• 4 Rongrong Hu
• 5 Christian Mielsch
• 6 Florian Seubert

3.2 Other activities and vested interests

Information on other activities and vested interests of the Board of Directors can be found in chapter 7 of the Compensation Report.

3.3 Number of permitted activities

Under the Articles of Association of DocMorris AG, no member of the Board of Directors may hold more than ten additional mandates and, in addition to those, no more than four in listed companies. Each of these mandates is subject to approval by the Chairman of the Board of Directors and, in case of a mandate of the Chairman of the Board of the Directors, by the majority of the other members of the Board of Directors. Any exceptions (e.g. mandates in companies which are held at the request of DocMorris or companies controlled by it or in charitable organisations) are defined in the Articles of Association.

3.4 Elections and terms of office

The General Meeting of Shareholders elects the members of the Board of Directors and the Chairman of the Board of Directors individually and for a term of office until the end of the next Annual General Meeting of Shareholders. They are eligible for re-election. If the office of the Chairman of the Board of Directors is vacant, the Board of Directors appoints a new Chairman from among its members for a term of office extending until the end of the next Annual General Meeting of Shareholders. The year in which the members of the Board of Directors were first elected to office is shown in the table in chapter 3.1. No restrictions on their terms of office have been set.

3.5 Internal organisational structure

3.5.1 Allocation of tasks within the Board of Directors

Except for the election of the Chairman of the Board of Directors and the members of the Compensation and Nomination Committee by the General Meeting of Shareholders, the Board of Directors constitutes itself. The Board of Directors may elect one or several Vice Chairmen. The Board of Directors also appoints a secretary, who need not be a member of the Board of Directors. Walter Oberhänsli serves as the Chairman of the Board. Prof. Stefan Feuerstein holds the office of Vice Chairman. The allocation of tasks between the Board of Directors and the CEO, as well as the duties and powers of the Chairman of the Board of Directors and the Committees, are set out in the Organisational Regulations and related Committee Terms of Reference.

3.5.2 Committees of the Board of Directors

The Audit Committee and the Compensation and Nomination Committee are standing committees of the Board of Directors. The Board of Directors may resolve to establish (and dissolve) additional committees and entrust them with certain responsibilities and project-related tasks.

AUDIT COMMITTEE
Dr. Christian Mielsch, Chairman
Prof. Dr. Andréa Belliger
Prof. Stefan Feuerstein

The Audit Committee is comprised of three non-executive members of the Board of Directors, who must all have business management skills. The members and the chairman are appointed by a resolution of the Board of Directors. The Audit Committee assists the Board of Directors in overseeing the management of the business, in particular in its non-delegable duties of ultimate supervision and financial control (Art. 716a CO), as well as in the preparation of the annual report and financial statements, by forming its own judgement of the organisation and operation of the internal and external control systems, as well as the financial report. The Audit Committee is established as a standing committee. Its role is exclusively advisory and supervisory, and includes the preparation of resolutions. The decision-making authority of the full Board of Directors remains unaffected. The Audit Committee does not appoint any subcommittees.

COMPENSATION AND NOMINATION COMMITTEE

Florian Seubert, Chairman
Rongrong Hu
Walter Oberhänsli

The Compensation and Nomination Committee comprises three members of the Board of Directors and constitutes itself. It supports the Board of Directors in establishing and reviewing the compensation strategy and guidelines, and in preparing the proposals to the General Meeting of Shareholders regarding the compensation of the Board of Directors and Executive Board. It may submit proposals to the Board of Directors on other compensation issues and assists it in matters relating to the nomination and promotion of members of the Board and Executive Board. The role of the Compensation and Nomination Committee is exclusively advisory and includes the preparation of resolutions. The decision-making authority of the full Board of Directors remains unaffected. The Compensation and Nomination Committee does not appoint any subcommittees.

3.5.3 Working methods of the Board of Directors and its committees

The Board of Directors meets as often as is deemed necessary or when requested in writing by a member. The meetings usually take place about every two months, taking up a full day. Meetings of the Board of Directors are convened by the Chairman or, should he be prevented from doing so, by the Vice Chairman or by the oldest member of the Board of Directors. Meetings of the Board of Directors and its Committees may also be held by telephone or video conference. Meetings are convened in writing, with details of the agenda items. The Board of Directors constitutes a quorum if the majority of its members are present. Participation by telephone or video equates to attendance in person. No quorum is required if solely the completion of a share capital increase or reduction is to be ascertained and the subsequent amendment to the Articles of Association is to be resolved. The Chairman's style of leadership and the way meetings are conducted promote an open, transparent and collegiate culture of discussion based on trust and respect. The Board of Directors passes its resolutions by a majority of the votes cast; unanimous decisions are normal. In the event of a tie, the Chairman has the casting vote. Resolutions may be passed by written consent unless a member requests a verbal deliberation.

In 2024, the Board of Directores came together for six meetings. In addition, eight video conferences were held. Meetings and video conferences of the Board are normally also attended by the CEO, the CFO and the General Counsel (as minute-taker) in an advisory capacity. The other members of the Executive Board are invited to meetings of the Board of Directors where the strategy and budget or market-specific agenda items are to be deliberated.

NUMBER OF BOARD MEETINGS	14
Average length (in hours and minutes)	4:41
Attendance	95.2%
Walter Oberhänsli	13/14
Prof. Stefan Feuerstein	13/14
Prof. Dr. Andréa Belliger	13/14
Rongrong Hu	13/14
Dr. Christian Mielsch	14/14
Florian Seubert	14/14

The Committees meet at least twice a year (spring and autumn) and at such other times as required and may be requested by any member of the Committees. The meetings usually last between one and three hours. The role of the Committees is restricted to the preparation of decision-making criteria for the attention of the Board of Directors. The composition, organisation, powers and roles of the individual Committees are defined by the Board of Directors in appropriate Committee Terms of Reference, to the extent that they are not prescribed by the Articles of Association or a resolution of the General Meeting of Shareholders. The chairmen of the Committees keep the Board of Directors informed of their activities at the next ordinary meeting of the Board of Directors or, in urgent cases, immediately. Both the Audit Committee and the Compensation and Nomination Committee met twice in the 2024 financial year, once in person and once by video conference. All Committee members attended all the meetings. Members of the Executive Board are also usually present at the Committee meetings in an advisory capacity, as well as individual specialist departments, when required.

NUMBER OF MEETINGS OF THE AUDIT COMMITTEE	2
Average length (in hours and minutes)	3:00
Attendance	100%
Dr. Christian Mielsch	2/2
Prof. Dr. Andréa Belliger	2/2
Prof. Stefan Feuerstein	2/2

NUMBER OF MEETINGS OF THE COMPENSATION AND NOMINATION COMMITTEE	2
Average length (in hours and minutes)	1:15
Attendance	100%
Florian Seubert	2/2
Rongrong Hu	2/2
Walter Oberhänsli	2/2

3.6 Definition of areas of responsibility

The Board of Directors is responsible for the ultimate management of the Company and the supervision of the management. It specifies the sustainable interests of the Company as part of its duties. In its decisions, in addition to the interests of shareholders, it also takes account of the interests of employees, business partners, customers, society and the environment. In doing so, it follows any requirements set out in the articles of association.

In particular, the Board of Directors has the following responsibilities:

• a) ultimate management of the Company, including the definition of medium and long-term strategies and planning priorities as well as corporate policy guidelines, and the issuance of the necessary directives;
• b) determination of the underlying organisation, in particular the issuance of these Organisational Regulations including the organisational chart in the appendix, which shall be determined in each case at the request of the CEO;
• c) decisions on business of significant strategic importance;
• d) appointment and dismissal of the persons entrusted with the management and the representation, namely the CEO, the other members of the Executive Board, the Head of Internal Audit as well as the granting of signatory powers at the level of the Company;
• e) ultimate supervision of the corporate bodies entrusted with the management, in particular in terms of compliance with laws, the Articles of Association, regulations and directives;
• f) preparation of the annual report, the compensation report and the report on non-financial matters;
• g) preparation of the General Meeting of Shareholders of the Company and implementation of its resolutions;
• h) filing of a petition for moratorium and the notification of the court in case of over-indebtedness of the Company;
• i) adoption of resolutions on the increase or reduction of the share capital of the Company, to the extent that such power is vested in the Board of Directors (Art. 653u II CO), as well as the ascertainment of capital increases and capital reductions and the respective amendments to the Articles of Association;
• j) approval of the annual budget.

The Board of Directors delegates all other areas of management in full to the Executive Board under the leadership of the CEO, unless otherwise provided by statutory legal provisions or the Articles of Association. The duties and powers of the Executive Board are set out in the Organisational Regulations.

3.7 Information and control instruments vis-à-vis the Executive Board

Each member of the Board of Directors receives the monthly, half-yearly and annual financial statements. The financial statements provide information such as details of the balance sheet, income statement, cash flow statement and the key financials of DocMorris and its segments. In addition, the Board of Directors receives the annual sustainability report, which describes the strategy, processes, risks and controls regarding ESG (environmental, social, governance). Furthermore, the CEO and the CFO report on the course of business and all matters of relevance for DocMorris at every ordinary meeting of the Board of Directors, which receives a forecast of the annual results at least twice a year. At these meetings, the chairmen of the Committees also report on the agenda items dealt with by their Committee, as well as the key findings and assessments, and they present the corresponding proposals. Each year, the Board of Directors discusses and adopts the budget for the following year. It defines the medium-term strategic plan and reviews it annually. The Chairman of the Board of Directors consults regularly with the CEO and other representatives of the Executive Board. In addition, the Board of Directors regularly receives a current status report on investor relations.

DocMorris has implemented three main information and control tools to support the Executive Board and the Board of Directors in running the Company: a risk management system, an internal control system and an internal audit function. The internal control system (ICS) covers all procedures and actions that ensure business operations run properly, in particular that the financial statements are accurate and reliable. For each process, key risks and controls are defined; these are carried out and checked on a regular basis. The external auditors also check that an adequate internal control system is in place.

DocMorris has a system in place to monitor and control the risks associated with its business operations. This process includes the identification, analysis, control and reporting of risks, plus risk reporting from the individual organisational units all the way up to the level of DocMorris. The Board of Directors and CEO are responsible for creating the necessary organizational framework for the operation of the risk management system. The CFO is operationally responsible for risk management control. He may delegate subtasks. The people responsible for these tasks take concrete measures to manage the risks and monitor their implementation.

Based on the Organisational Regulations and risk management, Internal Auditing conducts risk-based operational, process and systems reviews and assists DocMorris' organisational units in regulating, improving and assuring the effectiveness of their risk management and internal control processes. To preserve its independence, Internal Auditing reports directly to the CEO and the Audit Committee of the Board of Directors, which also approves the audit plan for Internal Auditing. Internal Auditing coordinates its work as far as possible with the external auditors. The Board of Directors may entrust Internal Auditing with special audits, internal investigations or other tasks extending beyond the regular activities of Internal Auditing.

4 Executive Board

4.1 Members of the Executive Board

On 31 December 2024, the Executive Board consisted of the following members:

— Walter Hess (1965, Swiss national), Chief Executive Officer and Head Germany

CEO of DocMorris AG (formerly Zur Rose Group AG) since May 2022 and Head Germany since November 2023. Prior to his current role, Walter Hess was Head Germany between 2020 and 2022 and Head Switzerland from 2015 to 2020. Previously he was Managing Director of Zur Rose Pharma in Halle for two years. From 2008 until 2013 he acted as an external consultant, among other roles, for the former Zur Rose Group. He previously held a number of management positions within Swiss and international industrial companies. Following a business education, Walter Hess graduated with a degree in Business Administration from FHS St. Gallen, University of Applied Sciences.

— David Masó (1971, Spanish national), Head Europe

Head Europe at DocMorris AG (formerly Zur Rose Group AG) since 2020 and CEO of PromoFarma by DocMorris since 2012. David Masó has co-founded several start-ups in the e-commerce and digital sectors in Spain, including PromoFarma, Qporama and Futurlink. Before this, he worked as a management consultant for web-based projects on a European level. He earned a degree in Engineering, Telecommunications and Microelectronics from UPC Barcelona, a master's degree in Business Administration from ESADE and completed the Executive Program at Stanford.

— Kaspar Niklaus (1968, Swiss national), Chief Operations Officer

COO of DocMorris AG (formerly Zur Rose Group AG) since November 2022. Kaspar Niklaus served as Chairman of the Executive Board of the Swiss pharmaceutical retailer Phoenix from 2015 to 2022 and was CEO of the De Sede Group from 2012 to 2014. Previously, he held management positions at Valora and Coop. He earned a degree in Agronomy from ETH Zurich and holds a master's degree in Business Administration and Informatics from the Rotterdam School of Management.

— Pablo Ros Gomez (1982, Spanish national), Chief Technology Officer

CTO of DocMorris since November 2024. Prior to this, he was CTO of PromoFarma by DocMorris since 2016, where he was responsible for Product Experience, Technology and Data Science, and led the Technical Service Layer for all DocMorris products from 2019. He previously held leadership positions in high-traffic e-commerce and marketplace companies with an international presence. He holds a degree in Computer Science from Ramon Llull University in Barcelona.

— Daniel Wüest (1970, Swiss national), Chief Financial Officer

CFO of DocMorris since October 2024. He served as Group CFO of the listed building supplier Arbonia from 2019 to 2024. Previously, Daniel Wüest held various investment banking positions at UBS for more than twenty years, most recently as Head of Mid-Market Advisory Switzerland from 2014 to 2019. He graduated with a master's degree in business administration from the University of Zurich.

Chief Financial Officer Marcel Ziwica and Chief Technology Officer Madhu Nutakki resigned in 2024. Daniel Wüest was appointed as the new CFO as of 1 October 2024 and Pablo Ros Gomez succeeded Madhu Nutakki as CTO as of 1 November 2024.

4 — 5 —

• 1 Walter Hess
• 2 Daniel Wüest
• 3 Kaspar Niklaus
• 4 Pablo Ros Gomez
• 5 David Masó

4.2 Other activities and vested interests

Information on other activities and vested interests of the Executive Board can be found in chapter 7 of the Compensation Report.

4.3 Number of permitted activities

No member of the Executive Board may hold more than four mandates and, in addition to those, no more than two in a listed company. Any exceptions (e.g. for mandates held on behalf of DocMorris or in charitable organisations) are defined in the Articles of Association.

4.4 Management contracts

There are no management contracts with third parties.

5 Compensation, shareholdings and loans

Information about the compensation and shareholdings of the Board of Directors and Executive Board, and about loans to them, can be found in the Compensation Report starting on page 119 of this report.

6 Shareholders' participation rights

6.1 Voting rights restrictions and representation

Restrictions only exist for Nominees (see 2.6 Limitations on Transferability and Nominee Registrations). No exceptions were granted during the reporting year, and no measures to lift restrictions are planned. A shareholder may only be represented at a General Meeting of Shareholders by the independent proxy, his or her legal representative or by any other proxy authorised in writing, who need not be a shareholder. All shares held by a shareholder may only be represented by one person.

6.2 Quorums required by the Articles of Association

The Company's Articles of Association do not provide for resolutions of the General Meeting of Shareholders that can only be passed by a majority greater than that required by the statutory legal provisions. The one exception is a resolution to convert registered shares into bearer shares, which requires at least two thirds of the votes represented and an absolute majority of the par value of shares represented.

6.3 Convocation of the General Meeting of Shareholders

The rules for the convocation of a General Meeting of Shareholders can be found in Article 9 of the Articles of Association.

6.4 Inclusion of items on the agenda

Shareholders who, alone or together, represent at least 0.5 per cent of the share capital or the votes may (jointly) request that an item be included on the agenda. Such request must be made in writing at least 45 calendar days prior to the General Meeting of Shareholders, specifying the agenda item and the proposals of the shareholders. Under the same conditions, shareholders may request that proposals regarding agenda items be added to the convocation notice. No resolutions may be passed at a General Meeting of Shareholders on proposals concerning agenda items for which proper notice was not given. This provision does not apply to proposals made during a General Meeting of Shareholders to convene an Extraordinary General Meeting of Shareholders, to elect an auditor or to initiate a special investigation. No prior notice is required to bring motions related to items already on the agenda or for the discussion of matters on which no resolution is to be taken.

6.5 Entries in the share register

No entries can be made in the share register within one week prior to the General Meeting of Shareholders. The date is published in the notice of the General Meeting of Shareholders. Shareholders who sell their shares before the General Meeting of Shareholders are no longer entitled to vote or receive dividends.

7 Changes of control and defence measures

7.1 Duty to make an offer

The Articles of Association do not contain any provisions relating to opting out (Art. 125 para. 3 and Art. 4 FMIA) or opting up (Art. 135 para. 1 FMIA).

7.2 Clauses on changes of control

The contracts and schemes of the Board of Directors and Executive Board as well as other members of the management of DocMorris AG do not contain any change of control clauses for their benefit.

8 Auditors

8.1 Duration of the mandate

The Auditors are elected annually by the General Meeting of Shareholders. Ernst & Young AG has served as Auditors since 2002. The function of Lead Auditor has held Jolanda Dolente since 2021 (for the first time for the annual report 2021). The term of office of the Lead Auditor is limited to a maximum of seven years.

8.2 Auditing fees

The total cost of the auditing services charged by Ernst & Young during 2024 was CHF 549,806. In addition, the audit firm charged fees of CHF 186,435 for audit-related services.

8.3 Additional fees

Fees amounting to CHF 78,069 were incurred during 2024 for tax advice and advice on sustainability reporting provided by the audit firm.

8.4 Information instruments pertaining to the external audit

Before each scheduled meeting, the external Auditors report to the Audit Committee in writing on relevant auditing activities and other important issues associated with the Company. Representatives of the external Auditors attend the meetings of the Audit Committee for specific agenda items, and to comment on their activities and answer questions. During 2024, the external Auditors attended both meetings of the Audit Committee. The Audit Committee assesses the performance, remuneration and independence of the auditors annually and submits a proposal to the Board of Directors for the nomination of the Auditors, for the attention of the General Meeting of Shareholders. The Audit Committee also reviews the scope of the external audit, audit plans and relevant procedures annually. The results of the audit are discussed with the external Auditors.

9 Information policy

The most important sources of information are the Annual Report, the Half Year Report, the Sustainability Report, the website (www.corporate.docmorris.com), press releases, press conferences, meetings for financial analysts and investors as well as the Annual General Meeting. DocMorris provides information about its annual and half-year results in the form of press releases and by holding analyst and media conferences. Quarterly revenue is announced in press releases. The Annual Report and Half-Year Report are available online as a PDF version. The Annual General Meeting for the registered shareholders is held in the first half of the year. DocMorris reports on key events by way of press releases, which are available in the Newsroom. This information can be subscribed to via News Service.

The financial calendar maps the regular reporting dates. Key dates in 2025 are:

13 March	2024 Full-year results and outlook 2025 (conference call/webcast)
10 April	First quarter trading update
8 May	Annual General Meeting of Shareholders
19 August	Half-year results (conference call/webcast)
16 October	Third quarter trading update

The address of the head office and contacts for specific questions are listed at the end of this Annual Report.

10 Quiet periods

General blocking periods start each 1 January and 1 July and end immediately after the public announcement of the corresponding financial statements by DocMorris AG, unless otherwise stipulated by the CFO. In the case of an advance publication of preliminary annual or half-year results, which includes the key figures, the general blocking period shall be interrupted immediately after the corresponding public announcement until two weeks before the publication of the corresponding financial statements. Furthermore, the CFO may determine – in individual cases or in general – that a general blocking period is to apply from two weeks before the publication of the ad hoc announcement of quarterly figures up to and including publication.

During blocking periods, all transactions in shares or bonds issued by the Company or its subsidiaries or in related financial instruments are forbidden for members of the Board of Directors and the Executive Board, the management teams and all employees who have access to material information that is included in the annual or half-year financial statements.