1. Introduction by the Chair of the Nomination and Compensation Committee

Dear Shareholders,

I am pleased to share with you Sonovaʼs compensation report.

Throughout the year, the Nomination and Compensation Committee (NCC) focused among other topics on succession planning and the composition of both the Board of Directors and the Management Board. Additionally, the committee addressed the compensation of the Board of Directors and the Management Board. This work also involved preparing the compensation report and organizing the say-on-pay vote at the Annual General Meeting (AGM).

Enhanced disclosure

In response to shareholder feedback and last yearʼs votes at the AGM, which fell below our expectations regarding the approval of the compensation report, the NCC, in collaboration with the management and external advisors thoroughly reviewed the disclosure and transparency principles of the compensation disclosure. This review was based on benchmark analyses and direct engagement with major shareholders and proxies. Because the main feedback was predominantly focused on disclosure and not on the compensation systems or levels, we have decided to enhance the ex-post disclosure of targets and respective targets achievement for group targets for the variable cash compensation as well as for the performance options vesting. Furthermore we will adjust the payout curve for relative Total Shareholder Return (rTSR) and introduce clawback and malus provisions in the long-term incentive plan. In this report you will find a dedicated section, highlighting the enhancements in disclosures.

Compensation

Our compensation system is well aligned with our company strategy, business results, and the interests of our shareholders. In 2024, we conducted a comprehensive benchmark review of the compensation levels for the Board of Directors and the Management Board, comparing them against both international and national peer benchmarks. The results indicate that our compensation levels are fully in line with these benchmarks.

ESG

To emphasize our corporate sustainability and sustainable business approach, relevant environmental, social and governance (ESG) targets are reflected in the Variable Cash Compensation (VCC) of the Management Board. These ESG objectives align with our broader ESG strategy, IntACT, as outlined in our ESG Report and cover objectives across the environmental, social and governance pillars.

Talent Management

An important focus for the NCC is on talent management. Identifying and developing talent is crucial for Sonova as we strive for customer care and innovation in the hearing care industry. We invest significant time and resources developing our employees across our businesses and locations.

We believe that a diverse gender representation at the Board of Directors and at the Management Board leads to the best results and is also in the best interest of the Group and its shareholders. In fiscal year 2024/25 three of the ten members of the Sonova Board of Directors were women (30%), as were three1 of the eight members (37.5%) of the Management Board. The share of women in senior management was 30.5% and 41.6% in middle management.

1 Including our new CFO, Elodie Carr-Cingari, who will start with the company in May 2025 and will be appointed to the Management Board as of July 2025.

The Board of Directors continues to focus on succession planning, ensuring a diverse and competent board composition. The criteria used are the breadth and depth of competencies, the business and managerial expertise and the team spirit required to govern the companyʼs businesses and the implementation of the strategy.

Board of Directors

As previously communicated, the Board of Directors will propose changes to its membership at the upcoming AGM, in line with its established long-term succession planning. After many years of dedicated service, the current Chair Robert Spoerry, as well as Stacy Enxing Seng, and Lukas Braunschweiler will not stand for re-election; Robert Spoerry and Lukas Braunschweiler are approaching the age limit stipulated in the Organizational Regulations of Sonova Holding AG. The Board has nominated Gilbert Achermann, who was elected as a member of the Board at the 2024 AGM, for election as Chair and Laura Stoltenberg for election as a new member of the Board at the upcoming AGM. After a transition period in the 2024/25 financial year, the Board will reduce its membership from 10 to 8 members.

2025 AGM

At the 2025 AGM, shareholders will be asked to vote on:

  1. This 2024/25 compensation report (Advisory vote)
  2. The maximum aggregate amount of compensation of the Board of Directors from the 2025 AGM to the 2026 AGM
  3. The maximum aggregate amount of compensation of the Management Board for the financial year 2026/27

The total compensation to the members of the Board of Directors for the actual term in office is well within the limit approved at the 2024 AGM. Similarly, the compensation awarded to the members of the Management Board for the reporting year is also within the limits approved at the AGM 2023.

We trust that this yearʼs compensation report provides you with the information required to vote in favor of the Board proposals. We are confident that our compensation system rewards performance in a balanced, sustainable and transparent manner that aligns with shareholdersʼ interests.

Yours sincerely,

Roland Diggelmann

Chair of the NCC