Board of Directors and Executive Committee

The Board of Directors has ultimate responsibility for supervising the Group. The Board sets the Group’s strategy, the guidelines for organizational structure and financial planning. The Board consists of a minimum of five members. The Executive Committee – the Group’s most senior management below the Board level – is responsible for the operational management of the Group within the powers delegated to it.

On December 31, 2025, the Company’s Board of Directors had the following members:

Secretary of the Board (since 2023) and non-member of the Board: Marc Splisgardt, Group General Counsel.

The information below outlines the key background information of each Board member. Where a place name is not followed by a country or state, the country is Switzerland.

No Board member is or was a member of the operational management of Comet Holding AG or any of its subsidiaries over the last three fiscal years. No member of the Board has any material business relationship with the Company or any of its subsidiaries.

As of December 31, 2025, the Group’s Executive Committee had the following members. The information below outlines the key background information of each Executive Committee member. Where a place name is not followed by a country or state, the country is Switzerland.

CIO Robert Leindl left the Comet Group on August 31, 2025, and the President of the X-Ray Systems division Dionys Van de Ven left the Comet Group on October 1, 2025.

No member of the Executive Committee had any material business relationships with Comet Holding AG or any of its subsidiaries in fiscal year 2025. No member of the Executive Committee performed any consulting or third-party services for the Company or any of its subsidiaries before their appointment to the Executive Committee.

The Articles of Association, which are compliant with article 734e of the Swiss Code of Obligations, specify the allowable number of other, external positions that members of the Board and the Executive Committee may hold on top management or supervisory bodies. For further information, see article 23 of the Articles of Association, which can be accessed here: www.comet.tech/en/investors/downloads. In fiscal year 2025, no member of the Board or the Executive Committee exceeded any limits for additional positions held. Some members of the Executive Committee hold board positions at subsidiaries of the Group.

The Board members are elected by the Annual Shareholder Meeting for a term of one year. They are individually elected when standing for election or re-election. The Annual Shareholder Meeting also elects one member of the Board of Directors as the Board Chair and elects the members of the NCC. The term of office ends at the conclusion of the next Annual Shareholder Meeting. Re-election for consecutive terms is permitted. If elections are held during a term to replace or add Board members, the newly elected members serve for the remainder of the current term.

The Board nominates non-executive and independent members within the meaning of the Swiss Code of Best Practice for Corporate Governance to be elected by the shareholders as members of the NCC. Re-election is permitted. The members of the other committees are elected by the Board from among the Board members for a term of one year.

As of December 31, 2025, Comet Holding AG had not entered into any management contracts with companies or natural persons outside the Group (prior year: nil).

Except for the election of the Board Chair and the members of the NCC by the shareholders, the Board of Directors constitutes itself at its first meeting after its election or re-election by the Annual Shareholder Meeting. The Board appoints its Vice Chair, the members of the other Board committees and the Board Secretary. The Secretary need not be a member of the Board.

The Chair of the Board of Directors has the following duties and powers:

The Vice Chair assumes the powers and duties of the Chair in his or her absence. The chairs of the Board committees lead their respective committees and report to the Board of Directors.

The Board meets at the invitation of the meeting’s chair as often as business requires, or when requested by a Board member in writing for a stated purpose. The Board has a quorum when the majority of members are present. The Board passes its resolutions and performs its elections by an absolute majority of votes cast. In the event of an equality of votes, the chair of the meeting has the casting vote. Resolutions on a motion may alternatively be reached in writing if no Board member objects to this method. Minutes must be kept of the deliberations and resolutions and be signed by the meeting’s chair and the Board Secretary. The minutes are submitted to the Board for approval at its next meeting.

The committees’ principal function is to provide decision-making support to the full Board in special subject areas. At the regular meetings or as required, the full Board is kept informed of the activities of the individual committees. Reports to the full Board are made orally or in writing as required. The overall responsibility for the tasks assigned to the committees remains with the full Board, which decides as a body on all proposals.

A total of nine regular meetings of the full Board were held in the year, as well as several teleconferences. In addition, several meetings of the Board committees were held. The Board of Directors is regularly kept informed of the course of business by the CEO and CFO at its meetings, and on an ad hoc basis as needed. Other members of the Executive Committee, other management staff and specialists of the Group regularly attend Board meetings to report on particular projects in their area of responsibility. In addition, external advisors are consulted as required to deal with specific matters. The Board receives monthly written financial reports on the current business performance.

The Nomination & Compensation Committee (NCC) is made up of three members of the Board. The NCC prepares all agenda items related to the nomination and compensation of Board members and Executive Committee members. The NCC itself does not make decisions but prepares proposals for the approval of the full Board of Directors. The Committee has the following responsibilities in particular (additional responsibilities may be assigned to it as required):

In the year under review, the Committee held two regular meetings, all of which were attended by all NCC members, as well as by the Global Head of HR. In an advisory role, the Chair of the Board and the CEO also attended. The NCC may invite other Board members, Executive Committee members and specialists to its meetings as required. However, the members of the Executive Committee do not attend the compensation-related Board meetings and do not have a say in their compensation. The NCC chair briefs the Board of Directors on the activities at the next Board meeting and submits the necessary proposals and recommendations. Minutes of the NCC meetings are taken and signed by the chair of the NCC and its secretary.

The Audit Committee (AC) supports the full Board in exercising oversight of accounting and financial reporting and in monitoring compliance with legal requirements. The Committee has the following responsibilities in particular:

During the fiscal year, four regular meetings were held by the AC. They were attended by the external auditors, internal auditors, the CEO and the CFO. In an advisory role, the Chair of the Board also attended. The Committee may invite other Board members, Executive Committee members and specialists to its meetings as required. At each Board meeting, the AC reports on its activities to the Board of Directors and submits the necessary proposals and recommendations to the Board.

The Technology Committee provides support to the full Board in matters of technology. The Committee has the following responsibilities in particular:

The Committee meets as often as business requires. In fiscal year 2025, it held two regular meetings. During the year the appraisal of technology sector developments, as well as the development measures taken by the Group, were regularly discussed with the division presidents during the Committee meetings and the Board’s scheduled meetings.

The Board of Directors is responsible for the overall direction and management of the Group and for the supervision of its most senior operational management. The non-delegable and inalienable duties of the Board of Directors are established by article 716a of the Swiss Code of Obligations. The Board’s specific responsibilities and scope of authority are set out in the Company’s Organizational Regulations and include the following areas among others:

The Board of Directors has delegated all operational management of the Group to the CEO and the Executive Committee, except as otherwise required by law, the Company’s Articles of Association and the Organizational Regulations. The CEO and Executive Committee have the necessary powers to execute the business strategy within the parameters set by the Board of Directors. In particular, the CEO has the authority to:

The Chair of the Board may attend the meetings of the Executive Committee and receives the minutes of all its meetings. The Board of Directors also receives regular reports on the course of business from the Executive Committee at Board meetings. In the case of extraordinary events, the Executive Committee informs the Board immediately. The CEO and CFO attend all regular meetings of the Board. At least one to two times per year, in the context of Board meetings, the other members of the Executive Committee also report to the Board on their business area.

The monthly financial reporting by the Executive Committee on the current course of business and important transactions gives the full Board the information needed to properly discharge its responsibilities. The standardized internal reporting of the Group consists of the IFRS-based consolidated balance sheet, statement of income and statement of cash flows, as well as detailed management reporting. This data is presented both by division and on a consolidated basis for the Group and is compared to the prior year and the rolling forecast. The resulting insights and actions are discussed monthly by the Executive Committee. All monthly financial statements are submitted to the Board. A rolling multi-year plan is prepared annually for the subsequent three years. In addition, every quarter, management generates a rolling forecast for the following five quarters.

The Group maintains an Internal Audit function. It provides objective and independent assurance regarding the key risks of the organization, the design and effectiveness of processes and controls and the overall corporate governance of the Group. The Internal Audit Charter defines the purpose, authority, responsibilities, and scope of the function and specifies the reporting structure, with the Internal Audit function reporting functionally to the Audit Committee (AC) and administratively to the CEO.

Each year, the Internal Audit function submits a risk-based audit plan to the AC for review and approval. This plan is based on a thorough assessment of the organization’s key risks, changes to strategy, key processes or set-up of the organization, as well as the findings from previous audit reports. The AC reviews and approves the plan, which is then carried out by the Internal Audit function. Any changes to the plan during the year require prior approval from the AC. On behalf of the Board, the AC may direct the Internal Audit function to review or assess specific topics as needed and report the results to the AC and/or the Board.

The Internal Audit function follows a regular reporting schedule, attends all AC sessions, and participates in the Executive Committee meetings. It maintains a coordinated alignment with the external auditors. Each completed audit engagement is summarized in a report containing observations and recommendations and presented to the Executive Committee and the AC.

The Group Head of Audit, Risk, and Compliance is responsible for overseeing the Internal Audit function, managing the group-wide enterprise risk management (ERM) process, maintaining a Group-level compliance management system (CMS), and operating Comet’s global integrity hotline. In 2025, Comet’s Internal Audit function conducted six audits and five special reviews, focusing on corporate governance, compliance with internal and external regulations, and the design and effectiveness of internal controls.

The Comet Group has a risk management framework that involves an annual review of the Group’s corporate strategy by the Board of Directors, as well as an evaluation of insurance coverage, general business risks, and key balance sheet items by the Executive Committee. It further operates a system of internal control (the “internal control system”) to provide reliable internal and external financial reporting and to prevent false information and errors in business transactions. A review of the existence of the processes and controls of the implemented internal control system is carried out annually by the external auditors.

The methodology of Comet’s risk management framework, along with the organization’s risk appetite, are outlined in a policy approved by the Audit Committee (AC). Significant risks in business divisions and central functions are identified and assessed in quarterly working group sessions. These risks are described, categorized, assessed for severity, and formally assigned to a risk owner. This process uses as metrics the probability of occurrence and potential severity of loss, either qualitatively, quantitatively, or in terms of potential absolute financial risk.

For the risks classified as important, action plans are formulated to minimize the probability and/or potential severity of loss. The Executive Committee regularly reviews the effectiveness of the actions taken and assesses newly identified risks proposed for inclusion. Through separate reports, the AC is kept advised of the current assessment at least twice a year.

In the fiscal year, where required, Comet further expanded, trained or documented the existing internal control system. The internal control system is in use at all significant levels and locations of the Group. The significant risks and controls are in accordance with the objectives and quality requirements established by the Board. The controls are integrated in the respective processes and are periodically tested for effectiveness, logical sense and efficiency.