Zur Rose Group AG

Governance Information • Dec 1, 2023

Switzerland corporate.docmorris.com

$2.$ Composition, Meetings and Resolutions of the Audit Committee (AC)

¹The AC shall comprise three non-executive members of the Board of Directors. All members of the AC must have business management skills. The members and chairman of the AC shall be appointed by a resolution of the full Board of Directors for a term of one year, or until the next Annual General Meeting of Shareholders, whichever is shorter.

²The AC shall meet at least twice a year (for preliminary discussion of the annual and halfyearly financial statements) and at such other times as required and may be requested by any member of the AC.

³The AC shall involve the CEO and the CFO regularly and in a timely manner in its discussions and considerations. In addition to the members of the AC, the CEO, the CFO and, at the request of the AC, the Head of Internal Auditing shall regularly attend the meetings of the AC.

⁴The AC shall only constitute a quorum if all members are present. Resolutions shall require a simple majority of the votes cast. In the event of a tie, the chairman of the AC shall have the casting vote.

Responsibilities and Duties of the Audit Committee (AC) 3.

$3.1$ Review of Financial Reporting

¹ Company and consolidated financial statements and any interim financial statements intended for publication shall be critically reviewed by the AC before publication. This review shall include discussion of the financial statements with the Executive Board and the external Auditors, in particular in respect of significant issues of accounting policies (in particular their compliance with the applicable reporting standards), estimates and other judgements.

² After consultation with the Executive Board and external Auditors, the integrity of the Group's financial reporting shall be reviewed. This shall include discussion and assessment of any significant operational or financial risks and the steps the Executive Board has taken to monitor, control and report on them. This shall also include a review of any significant findings by the external Auditors.

³The information to be provided to the AC shall be coordinated through the chairman of the AC in consultation with the CFO.

⁴The duty of the CEO and the CFO to provide information shall in particular also include any significant financial measures and transactions that are not covered by the regular reporting, as well as any justified suspicion of a breach of trust, embezzlement or fraud, including actions initiated by the management.

⁵The members of the AC shall be aware of the special significance of the duty of confidentiality in the course of their activity.

⁶The chairman of the AC shall report regularly on the activity of the AC to the full Board of Directors at the next meeting of the Board of Directors. Unless he is a member of the AC, the Chairman of the Board of Directors shall always receive a copy of the minutes of each meeting immediately after they are completed.

$3.2$ Review of the Financing and Treasury Strategy as well as Borrowing Agreements

The AC shall periodically review the financing and treasury strategy, borrowing agreements and compliance with covenants.

$3.3$ External Auditors

¹The external Auditors shall report to the AC, Board of Directors and General Meeting of Shareholders.

²In this context, the AC shall in particular have the following duties:

• to review the professional qualifications of the state-supervised audit firm: a)
• $b)$ to approve the fees and review the performance of the Auditors and on that basis make annual recommendations to the Board of Directors to propose the reappointment or change in appointment of Auditors to the General Meeting of Shareholders;
• to review the independence of the Auditors and, at least annually, assess all relationships $\mathcal{C}$ between the Group and the Auditors that could potentially impair the Auditors' independence:
• $\mathbf{d}$ to review the Auditors' audit plan and discuss, in particular, the scope and nature of the audits, staffing, reliance upon management, and the general audit approach.
• to discuss the quality and appropriateness of the accounting policies adopted (in partic- $\epsilon$ ) ular whether they are more conservative or aggressive) with the Auditors.

$3.4$ Internal Auditing

¹ The AC shall discuss with the CEO, the CFO and the Head of Internal Auditing, the effectiveness, functioning and appropriateness of the internal audit system, including any changes necessary. The CEO and the CFO shall report to the AC on the actions taken to remedy any failings or weaknesses that have been identified in the system and to implement appropriate changes.

² Furthermore, the AC shall receive the annual audit plan from Internal Auditing once a year in advance and receive reports on the key findings and actions taken. The decision about the annual audit plan shall rest with the Board of Directors.

Additional Duties $3.5$

The AC shall perform the following additional duties:

• a) reviewing the effectiveness and adequacy of the risk management and compliance procedures:
• reviewing the measures taken to prevent insider trading and the principles relating to $\mathbf{b}$ the release of potentially price-sensitive information (ad hoc publicity);
• reviewing the measures taken to comply with stock exchange reporting requirements $\mathcal{C}$ ) (regular reporting obligations) and the rules on disclosure of management transactions and disclosure of shareholdings;
• $d)$ periodically assessing its own activities;