2. Capital structure

2.1 Ordinary share capital

The ordinary share capital of the Company as registered with the commercial register of the Canton of Schaffhausen amounts to CHF 3,822,708.72 as of December 31, 2024.

It currently consists of 382,270,872 fully paid-up registered shares with a nominal value of CHF 0.01 per share.

2.2 Capital band and conditional share capital

The Company has a capital band ranging from CHF 3,440,437.85 (lower limit) to CHF 4,587,250.46 (upper limit). The Board of Directors is authorized to increase or reduce the share capital within the capital band at any time or from time to time and in any (partial) amounts, or to cause the Company or any of its Group companies to acquire (including under a share repurchase program) shares directly or indirectly until the earlier of April 20, 2026 or the full use of the capital band. Within the capital band, a capital increase may be affected by issuing up to 76,454,174 fully paid-up registered shares, each with a nominal value of CHF 0.01, and a capital reduction by way of cancelling up to 38,227,087 registered shares, each with a nominal value of CHF 0.01. A capital increase or capital reduction may further be affected with the capital band by way of an increase or a reduction of the par value of the existing shares or by a simultaneous reduction and re-increase of the share capital.

The Company furthermore has a conditional share capital of CHF 640,106.48 as of December 31, 2024. The conditional share capital of CHF 640,106.48 (i.e., 64,010,648 shares of CHF 0.01 nominal value each) is divided into the following amounts:

• CHF 160,026.62 for employee benefit plans
• CHF 480,079.86 for equity-linked financing instruments

If the share capital increases as a result of a conditional capital increase pursuant to art. 4 or art. 5 of the Articles of Association, the upper and lower limits of the capital band shall increase in an amount corresponding to such increase in the share capital. In the event of a reduction of the share capital within the capital band, the Board of Directors shall, to the extent necessary, determine the use of the reduction amount. The Board of Directors may also use the reduction amount for the partial or full elimination of a share capital shortfall as provided for in art. 653p of the Swiss Code of Obligations (“CO”) or may, as provided for in art. 653q CO, simultaneously reduce and increase the share capital to at least the previous amount.

The total number of registered shares issued from (i) the capital band according to art. 6 of the Articles of Association where the shareholders’ subscription rights are excluded and (ii) the conditional share capital according to art. 5 of the Articles of Association where the shareholders’ advance subscription rights for Equity-Linked Financing Instruments are excluded, may not exceed 38,227,087 registered shares up to April 20, 2026. Within the limit outlined above, the proportion of new shares assigned to each of the categories is stipulated by the Board of Directors. Any newly issued shares are subject to the restrictions set out in art. 7 of the Articles of Association.

Reference is made to the Articles of Association for the precise wording of provisions relating to conditional share capital and capital band, in particular art. 4, 5 and 6 of the Articles of Association. Among other matters, these contain details regarding the beneficiaries of the employee benefit plan and the entitlements to withdraw or restrict shareholders’ subscription rights. The Articles of Association can be downloaded as a PDF document at https://api.sig.biz/media/e33d0ovl/sig-group-ag-articles-of-association.pdf.

2.3 Changes in capital

There were no changes in capital in the year 2024.

During 2022, the Company increased its share capital in the course of two capital increases by a total of CHF 447,500.00, from CHF 3,375,208.72 to CHF 3,822,708.72, through the issuance of 44,750,000 fully paid-up registered shares with a nominal value of CHF 0.01 per share from its authorized share capital.

On May 18, 2022, the Company increased its share capital by CHF 110,000.00, from CHF 3,375,208.72 to CHF 3,485,208.72, through the issuance of 11,000,000 fully paid-up registered shares with a nominal value of CHF 0.01 per share from its authorized share capital. The net proceeds from the capital increase were used to partially finance the acquisition of Pactiv Evergreen Inc.’s Asia Pacific chilled operations, which consisted of the three target companies Evergreen Packaging Korea Limited, Seoul, Evergreen Packaging (Shanghai) Co. Ltd, Shanghai, and Evergreen Packaging (Taiwan) Co. Ltd, Taiwan.

On May 23, 2022, the Company increased its share capital by CHF 337,500.00, from CHF 3,485,208.72 to CHF 3,822,708.72, through the issuance of 33,750,000 fully paid-up registered shares with a nominal value of CHF 0.01 per share from its authorized share capital. The newly issued shares were transferred to Clean Holding B.V. as part of the consideration for the acquisition of Scholle IPN.

2.4 Shares, participation certificates and profit-sharing certificates

The shares are registered shares with a nominal value of CHF 0.01 each and are fully paid-up. Each share carries one vote at a shareholders’ meeting. The shares rank pari passu with each other in all respects, including in respect of entitlements to dividends, to a share in the liquidation proceeds in the case of a liquidation of the Company, and to subscription and advance subscription rights.

The Company issues its shares as uncertificated securities (Wertrechte), within the meaning of art. 973c para. 1 CO, and in accordance with art. 973c para. 2 CO the Company maintains a register of uncertificated securities (Wertrechtebuch).

The shares which are entered into the main register of SIX SIS AG consequently constitute book-entry securities (Bucheffekten) within the meaning of the Federal Act on Intermediated Securities (“FISA”).

The Company has neither outstanding participation certificates nor shares with preferential rights.

2.5 Dividend-right certificates (Genussscheine)

The Company has not issued any profit-sharing certificates (Genussscheine).

2.6 Limitations on transferability and nominee registrations

According to art. 7 of the Articles of Association, any person holding shares will, upon application, be entered in the share register without limitation as a shareholder with voting rights, provided they expressly declare that they have acquired the shares in their own name and for their own account.

Any person who does not expressly state in their application to the Company that the relevant shares were acquired for their own account may be entered in the share register as a shareholder with voting rights without further inquiry up to a maximum of 5% of the issued share capital outstanding at that time. Above this limit, shares held by nominees are entered in the share register with voting rights only if the nominee in question makes known the names, addresses and shareholdings of the persons for whose account it is holding 1% or more of the outstanding share capital available at the time, and provided that the disclosure requirement stipulated in the FMIA is complied with. In addition, the Board of Directors has the right to conclude agreements with nominees concerning their disclosure requirements. Such agreements may further specify the disclosure of beneficial owners and contain rules on the representation of shareholders and the voting rights. The percentage limit mentioned above also applies if shares are acquired by way of exercising subscription, advance subscription, option or conversion rights arising from shares or any other securities issued by the Company or any third party.¹

The setting and cancelling of the limitation on transferability in the Articles of Association require a resolution of the shareholders’ meeting of the Company passed by at least two-thirds of the represented share votes and an absolute majority of the par value of represented shares.

2.7 Convertible bonds and warrants/options

As of December 31, 2024, the Company had no outstanding bonds or debt instruments convertible into, or option rights in, the Company’s securities.

As of December 31, 2024, a total of 781,846 performance share units (“PSUs”) and restricted share units (“RSUs”) awards were outstanding. Each awarded PSU and RSU represents the contingent right to receive one share of the Company subject to fulfilment of pre-defined vesting conditions. The Group expects to settle its obligation under these plans and arrangements by using own shares (treasury shares) or, alternatively, by using shares issued from conditional share capital. If the PSUs and RSUs were fully vested and exclusively shares from conditional share capital were used, this would increase the existing share capital by approximately 0.002%. Please refer to the Compensation Report for further information pertaining to any PSUs and RSUs awarded as an element of executive compensation.

Furthermore, in 2020 the Group introduced an equity investment plan (“EIP”) for a wider group of management in leadership positions, other key employees and talents, under which the participants may choose to invest in shares in the Company at market value. The number of employees invited to participate in the EIP is limited per year to 2% of the Group’s employees. The amount a participant may invest per year is limited to the value of the annual short-term incentive target amount of such participant for the relevant year. The shares are blocked for three years. For each purchased share, the Group grants the participants two matching options to purchase another two shares at a pre-defined exercise price at the end of a three-year vesting period. The Group expects to settle its obligations under these plans and arrangements by using own shares (treasury shares) or, alternatively, by using shares issued from conditional share capital. If the options were fully vested and exclusively shares from conditional share capital were used, this would increase the existing share capital by approximately 0.001%. Please refer to note 30 of the consolidated financial statements for the year ended December 31, 2024 for additional information about the EIP options.

1 For a comprehensive description of the limitations to transferability and nominee registration, refer to art. 7 of the Articles of Association.