3. Board of Directors

3.1 Members of the Board of Directors

Art. 18 of the Articles of Association provides that the Board of Directors shall consist of a minimum of three members, including the chair of the Board (“Chair”). Currently, the Board consists of the following ten members:

At the annual general meeting of the Company (“Annual General Meeting” or “AGM”) on April 23, 2024 (“Annual General Meeting 2024” or “AGM 2024”), all previous nine members of the Board were re-elected and one new member was elected, each for a one-year term of office.

All current members of the Board of Directors are non-executive directors. Abdallah al Obeikan served from 2000 to 2021 as CEO of the SIG Combibloc Obeikan joint venture companies, which became fully owned subsidiaries of the Company in February 2021. Laurens Last served from 2015 until 2022 as chair of Scholle IPN, which became a fully owned subsidiary of the Company in June 2022. All other members of the Board of Directors were not members of the management of the Company or a subsidiary of the Group in the three years preceding the year under review. The Board of Directors determines independence annually in accordance with the Company’s independence criteria set forth in the Organizational Regulations. Pursuant to the Company’s independence criteria and based on the last assessment performed before the AGM 2025, all members of the Board of Directors are deemed to be independent, except for Abdallah al Obeikan and Laurens Last.

Andreas Umbach

Andreas Umbach is a Swiss and German citizen and has served as Chair since the Initial Public Offering on September 28, 2018 (“IPO”). Mr. Umbach has further served as chair of the board of directors of Landis+Gyr Group AG (SIX: LAND) (since 2017), as chair of the supervisory board of Techem Energy Services GmbH (since 2018) and as chair of the board of directors of Schurter Group (since 2023). Mr. Umbach previously served as chair of the board of directors of Rovensa SA (from 2020 to 2023) and as a member of the board of Ascom Holding AG (SIX: ASCN) (from 2010 to 2020 as member, from 2017 to 2019 as chair). He also served as president of the Zug Chamber of Commerce and Industry (from 2016 to 2024). In addition, Mr. Umbach served as a member of the board of directors of WWZ AG (from 2013 to 2020) and as a member of the board of directors of LichtBlick SE (from 2012 to 2016). Furthermore, Mr. Umbach was president and CEO/COO of Landis+Gyr AG (from 2002 to 2017). Prior to that, Mr. Umbach served as president of the Siemens Metering Division within the power transmission and distribution group and held other positions within Siemens. Mr. Umbach holds an MBA from the University of Texas, Austin, USA and an MSc in mechanical engineering (Diplom-Ingenieur) from the Technical University of Berlin, Germany.

Werner Bauer

Werner Bauer is a Swiss and German citizen and has served as a member of the Board of Directors since the IPO. From 2015 until the IPO, he served as an advisory member of the Board for the Company. Mr. Bauer has also served as vice chair of the board of directors of Bertelsmann SE & Co. KGaA (BTG4: FRA) (since 2012) and as chair of the board of trustees of the Bertelsmann Foundation (since 2011). Previously, Mr. Bauer served as member and vice chair of the board of directors of Givaudan SA (SIX: GIVN) (from 2014 to 2023). He further served as a member of the board of directors of Lonza Group AG (SIX: LONN) (from 2013 to 2022), as a member of the advisory board of SIG Combibloc Group (from 2015 to 2018) and as a member of the board of directors of GEA-Group AG (from 2011 to 2018). Prior to that, he served as chair of the board of directors of Nestlé Deutschland AG (from 2005 to 2017) as well as chair of the board of directors of Galderma Pharma SA (from 2011 to 2014). Additionally, Mr. Bauer was executive vice president and head of innovation, technology, research & development at Nestlé SA (SIX: NESN) (from 2007 to 2013), and prior to that he served as executive vice president and head of technical, production, environment, research & development for Nestlé SA and held other positions within Nestlé. Furthermore, Mr. Bauer served as chair of the board of directors of Sofinol S.A. (from 2006 to 2012), as a member of the board of directors of L’Oréal SA (XFRA: LOR) (from 2005 to 2012) and as a member of the board of Alcon Inc. (NYSE: ALC) (from 2002 to 2010). Mr. Bauer holds a diploma and a PhD in chemical engineering from the University of Erlangen-Nürnberg, Germany.

Wah-Hui Chu

Wah-Hui Chu is a Chinese citizen and has served as a member of the Board of Directors since the IPO. From 2015 until the IPO, he served as an advisory member of the Board for the Company. He is also the founder and chair of iBridge TT International Limited (since 2018) and the founder of M&W Consultants Limited (since 2007). Previously, Mr. Chu served as a member of the board of directors of Mettler Toledo International (NYSE: MTD) (from 2007 to 2023) and as a member of the advisory board of SIG Combibloc Group (from 2015 to 2018). In addition, Mr. Chu served as CEO and as a member of the board of directors of Tingyi Asahi Beverages Holding (from 2013 to 2014) and as executive director and CEO of Next Media Limited (from 2008 to 2011). He also served as a member of the board of directors of Li Ning Company Limited (from 2007 to 2012) and as chair of PepsiCo Investment (China) Limited (from 1998 to 2007, and again from 2012 to 2013). Mr. Chu spent many years as an executive at PepsiCo, serving as non-executive chair of PepsiCo International’s Asia region (in 2008) and as president of PepsiCo International – China beverages business unit (from 1998 to 2007). Mr. Chu holds a BSc in agronomy from the University of Minnesota, USA and an MBA from Roosevelt University, USA.

Thomas Dittrich

Thomas Dittrich is a Swiss and German citizen and has served as a member of the Board of Directors since April 2024. He currently holds the position of chief financial officer of Galderma Group AG (SIX: GALD) (since 2019). Mr. Dittrich has also served as a member of the board of the Förderverein des Instituts für Finanzdienstleistungen Zug (IFZ) at Lucerne University of Applied Sciences and Arts (since 2022). Prior to this, Mr. Dittrich served as chief financial officer and executive member of the board of directors of Shire plc (LON: SHP) (from 2018 to 2019). He also served as chief financial officer and member of the executive committee, as well as chief executive officer ad interim of Sulzer AG (SIX: SUN) (from 2014 to 2018). In addition, Mr. Dittrich served as vice president, finance corporate planning and chief accounting officer of Amgen Inc. (NASDAQ: AMGN), and as chief financial officer of Amgen International (from 2006 to 2014). Mr. Dittrich further held various finance and general manager positions at Dell Technologies Inc (NYSE: DELL) (from 1998 to 2006). Mr. Dittrich holds an MSc in mechanical engineering and robotics from Munich Technical University, Germany and a Master’s in finance, controlling and accounting from the University of St. Gallen, Switzerland.

Mariel Hoch

Mariel Hoch is a Swiss and German citizen and has served as a member of the Board of Directors since the IPO. Ms. Hoch has been a partner at the Swiss law firm Bär & Karrer since 2012. She has further served as a member and vice chair of the board of directors of Comet Holding AG (SIX: COTN) (since 2016), where she also chairs the nomination and compensation committee. Furthermore, she has served as a member of the board of directors of Komax Holding AG (SIX: KOMN) (since 2019), where she also serves as a member of the audit committee, and has further served as a member of the board of directors of MEXAB AG (since 2014). Additionally, she has also served as a member of the foundation board of The Schörling Foundation (since 2013), as a member of the foundation board of the Irene M Staehelin Foundation (since 2020), as a member of the Law and Economics Foundation St. Gallen (since 2020), and as a member of the foundation board of the Orpheum Foundation (since 2023). Previously, Ms. Hoch served as a member of the board of directors of Adunic AG (from 2015 to 2018). Ms. Hoch also served as co-chair of the Zurich Committee of Human Rights Watch (from 2017 to 2021). Ms. Hoch was admitted to the Zurich bar in 2005 and holds a law degree and a PhD from the University of Zurich, Switzerland.

Florence Jeantet

Florence Jeantet is a French citizen and has served as a member of the Board of Directors since April 2023. She has further served as a member of the Association des Conseillers du Commerce Exterieure de la France (since 2013), where she has served in various functions including as chair of the Ethics Committee (Comité d’Éthique) (since 2021 as member, since 2024 as chair) and previously as chair of the national Dutch Committee (Comité des Pays Bas) (from 2017 to 2021). Ms. Jeantet has further served as a member of the board of directors of Mérieux NutriSciences (since 2024). Additionally, she has served as official representative (chef d’exploitation) of SCEA La Calmontaise (since 2023) and has acted as an independent advisor in the field of ESG/sustainability. Prior to that, Ms. Jeantet was with Danone SA (XPAR.: BN) (from 2004 to 2023), where she held various leadership positions including SVP-OP2B general manager, SVP Danone 2025 & health mission, chief growth officer, Danone worldwide business unit early life nutrition, vice president medical, quality and R&D, Danone early life nutrition, vice president, R&D, Danone baby nutrition, vice president, R&D, Danone waters division and ultimately senior vice president, chief sustainability officer. Before that, Ms. Jeantet held various leadership positions at Unilever NV (XAMS: UNAT) in France, the Netherlands, and Russia (from 1991 to 2004). Ms. Jeantet holds a Master’s in food science and technology engineering from Polytech Montpellier, France. Ms. Jeantet further holds a Certificate d’Administrateur de Sociétés from Sciences Po-IFA, Paris, France, as well as a European Board Diploma from ecoDa/ICGN, France/UK. She also completed the Women on Boards Program at Harvard Business School, USA. She was further awarded the title of Knight of the Order of Merit in France.

Laurens Last

Laurens Last is a Dutch citizen and has served as a member of the Board of Directors since April 2022. Mr. Last has also served as a member of the board of TSAL Family Office B.V. (since 2023), as a member of the board of Lorenzo Marine Ltd. (since 2023), and as a member of the board of Roque Marine Ltd. (since 2023). He previously served as a member of the board of Clean Holding B.V. (from 2019 to 2023), as a member of the board of TSAL Holding NV (from 2015 to 2023), and as a member of the board of Clean Cycle Investments BV (from 2021 to 2023). Furthermore, he founded and served as CEO of International Packaging Network (IPN) (from 1994 to 2014) and served as chair and member of the board of Scholle IPN (from 2014 to 2022). Before pursuing his entrepreneurial ventures, Mr. Last studied at HEAO Business School in the Netherlands.

Abdallah al Obeikan

Abdallah al Obeikan is a Saudi Arabian citizen and has served as a member of the Board of Directors since April 2021. Mr. al Obeikan has also served as a member of the board of directors of Arabian Shield Cooperative Insurance Company (TADAWUL: 8070) (since 2012) and as a member of the board of directors and CEO of the Obeikan Investment Group (OIG) (since 2000). In addition, Mr. al Obeikan has served as chair of Obeikan AGC Glass Company (TADAWUL: OBEIKAN GLASS) (since 2011), as chair of Riyadh Polytechnic Institute (since 2009), as member of the board of directors of National Water Company (since 2018), and as chairman of the Riyadh Chamber of Commerce (since 2024). Prior to that, Mr. al Obeikan served as member of the board of directors of Social Development Bank (from 2017 to 2022). Furthermore, he served as CEO of the SIG Combibloc Obeikan joint venture companies (from 2000 to 2021). Mr. al Obeikan holds a BSc in electrical engineering from King Saud University, Riyadh, K.S.A.

Martine Snels

Martine Snels is a Belgian citizen and has served as a member of the Board of Directors since April 2021. Ms. Snels has also served as a member of the supervisory board of Prodrive Technologies (since 2023) and as a member of the board of directors of Electrolux Professional AB (XSTO: EPRO B) (since 2019). In addition, Ms. Snels is the founder and CEO of L’Advance BV (since 2020) and has served as a member of the advisory board (Beiratsmitglied) of Zentis Fruchtwelt GmbH & Co. KG (since 2021). Previously, Ms. Snels served as a member of the supervisory board of URUS Group LLC (from 2021 to 2023). She also served as a member of the supervisory board of VION Food Group NV (from 2020 to 2022) and as a member of the board of directors of Resilux NV (from 2019 to 2022). Prior to that, she served as a member of the executive board of GEA Group AG (from 2017 to 2020) and held various leadership roles at Royal Friesland Campina NV (from 2012 to 2017), including member of the executive board as C.O.O. Ingredients (from 2015 to 2017), Nutreco NV (from 2003 to 2012) and Kemin Industries (from 1996 to 2003). Ms. Snels holds an MSc in agricultural engineering from K.U. Leuven, Belgium.

Matthias Währen

Matthias Währen is a Swiss citizen and has served as a member of the Board of Directors since the IPO. Mr. Währen has further served as a member of the board of trustees of the HBM Foundation (since 2018). Prior to that, Mr. Währen served as a member of the board of directors of Bloom Biorenewables SA (from 2020 to 2024) and as a member of the board of trustees of the Givaudan Foundation (from 2013 to 2024). Mr. Währen further served as a member of the board of directors of Keto Swiss AG (from 2020 to 2023), as a member of the board of directors of ph. AG (from 2020 to 2023), and as a member of the regulatory board of SIX Swiss Exchange (from 2006 to 2017). Furthermore, he served as a member of the board of scienceindustries (from 2009 to 2017), as a member of the board of SwissHoldings (from 2015 to 2017) and as a member of the board of directors of various subsidiaries of Givaudan SA (XSWX: GIVN) (from 2005 to 2019). He also served as CFO and as a member of the executive committee of Givaudan SA (from 2005 to 2017). Prior to that, he served as the global head of finance and informatics of the Roche vitamin division and held a variety of other positions at Roche (XSWX:RO) (from 1983 to 2004), including vice president finance and informatics at Roche USA, Nutley, New Jersey, head of finance and information technology at Nippon Roche, Tokyo, Japan, and finance director of Roche Korea. Mr. Währen holds a Master’s in economics from the University of Basel, Switzerland.

As of December 31, 2024, other than with respect to Laurens Last, there are no material business relationships of any Board member with the Company or with any subsidiary or joint venture company. With respect to Laurens Last, a contingent consideration may be payable to Clean Holding B.V., a company ultimately controlled by Laurens Last, in three annual installments of up to USD 100 million per year for the years ended December 31, 2023 and 2024 and the year ending December 31, 2025 as part of the consideration for the acquisition of Scholle IPN, contingent upon Scholle IPN outperforming the top end of SIG’s mid-term growth guidance of 4–6% per year in the respective years. Any earn-out payments for growth rates ranging from 6–11.5% per year are subject to a pre-agreed ratchet structure. The Group has also entered into a transitional service agreement in relation to an entity controlled by Laurens Last that was not part of the acquisition of Scholle IPN.

The Company aims to have a well-balanced Board of Directors with individuals who bring a variety of perspectives, backgrounds, and skills, and who apply them to permit the Board of Directors to offer informed stewardship. The Board skill matrix below summarizes the current set of skills/traits grouped into 13 categories:

Board skill matrix

3.2 Number of permissible activities

In the interest of good governance, art. 28 para. 1 of the Articles of Association limits the number of outside mandates of the members of our Board as follows:

1. up to four mandates in listed firms; and
2. up to ten mandates in non-listed firms.¹

Such a mandate is deemed to be any activity in superior governing or administrative bodies of legal entities that are required to be registered in the commercial register or any comparable foreign register, other than the Company and any entity controlled by or controlling the Company. The Board of Directors shall ensure that such activities do not conflict with the exercise of their duties for the Group. Functions in various legal entities that are under joint control, or in entities in which this legal entity has a material interest, are counted as one function.

3.3 Election and term of office

The members of the Board of Directors are elected individually each year by the Annual General Meeting of the Company for a term of office of one year and can be re-elected. The Chair of the Board of Directors is also elected each year by the Annual General Meeting for a period of office of one year. There is no limit on the term in office. The initial election year of each Board member is shown in the table in section 3.1.

3.4 Internal organization – division of roles within the Board of Directors and working methods

The Board of Directors represents the Company vis-à-vis third parties and attends to all matters which have not been delegated to or reserved for another corporate body of the Company. The Chair convenes meetings of the Board of Directors as often as the Group’s business requires, but at least four times a year. The Chair prepares the meetings, draws up the agenda, and chairs the meetings. Any member of the Board can ask for a meeting to be convened and for the inclusion of an item on the agenda. In order to pass resolutions, not less than a majority of the Board members must be attending the meeting. Except as required by mandatory law, the Board will adopt resolutions by a simple majority of the votes cast. In case of a tie, the Chair has no casting vote. Board resolutions may also be passed in writing by way of circular resolution, provided that no member of the Board of Directors requests oral deliberation (in writing, including by email) of the Chair or the secretary. Board resolutions by means of a written resolution require the affirmative vote of a majority of all the members of the Board.

1 Pursuant to art. 727 para. 1 number 1 CO.