Board of Directors

Introduction

The Board of Sonova Holding AG is responsible for the overall strategic direction and supervising the management of the company (see Art. 716a para. 1 of the Swiss Code of Obligations). Its working methods are reflected in the Organizational Regulations and the Board Committee Charters (available for the Audit Committee, the Nomination and Compensation Committee, and the Technology and Innovation Committee).

Board of Directors independence

Board members are considered to be independent, according to Section 15 of the Swiss Code of Best Practice for Corporate Governance and Art. 6 para. 3 of the Organizational Regulations, if they personally or in association with related persons have not been a Group Executive during the last three years, have not served as lead auditor of the external auditor during the last two years, and have no or only comparatively minor business relations with the company. According to these rules, all Board members are considered to be independent.

Board of Directors fees

The compensation of the Board members is structured in a manner that supports their independence. Board members therefore receive fixed compensation only, consisting of a cash retainer and non-discounted shares subject to a blocking period of three years from the grant date. The share component strengthens alignment with shareholdersʼ interests. In addition, Board members receive fixed committee retainers for their service on the Board committees. Board members do not receive any performance-related compensation, severance payments, or additional benefits. Further details are provided in the relevant chapters of the Compensation Report.

Executive management positions

No Board member holds an executive management position with Sonova Holding AG or any of its subsidiaries or has held such a position in the past three years.

Business connections of members of the Board of Directors with Sonova Holding AG or its subsidiaries

In the 2025/26 financial year, no business relationships existed between individual Board members, including companies or organizations represented by them, and Sonova Holding AG or its subsidiaries.

Other activities and vested interests

Except as disclosed in the biographies of the Board members, no such member holds a position in a governing or supervisory body of any significant private or public sector organization, institution, or foundation. Furthermore, no Board member holds any permanent executive or consulting position with a significant interest group, nor any public or political office.

Mandates outside Sonova Holding AG

No Board member may hold more than four mandates in listed companies and no more than five mandates in other companies and organizations. Mandates shall mean mandates in comparable functions at other enterprises as well as in (trading) associations, organizations, foundations, and similar legal entities with an economic purpose.

The following mandates are not subject to these limitations:

• Mandates in companies that are controlled by Sonova or that control Sonova; and
• Mandates held at the request of Sonova or companies controlled by Sonova, provided no Board member holds more than ten such mandates.

For further details see Art. 30 of the Articles of Association, and the Compensation Report for outside mandates to be disclosed under the Swiss Code of Obligations.

Board of Directors competence and evaluation

The Nomination and Compensation Committee and the Board assess both current and prospective Board members against a structured competency and experience framework encompassing skills, experience and culture. The framework is built on core personal attributes – including an entrepreneurial mindset, a collaborative and learning-oriented approach, the ability to, perform and transform, and a strong performance orientation – and covers key areas of expertise such as executive and board experience, strategy and transformation, technology and innovation, digitalization and data analytics, consumer and retail, MedTech and B2B, global experience, capital markets, mergers and acquisitions, and governance and oversight. The Board is also committed to fostering diversity and inclusion across gender, age, nationality, ethnicity, and cultural background.

Based on this framework, the Nomination and Compensation Committee and the Board regularly review the composition of the Board to identify potential capability gaps and to define candidate profiles for future appointments. As a result of this process, the Board will propose three new members for election at the Annual General Meeting 2026: Ingrid Cotoros, Malina Man Lin Ngai, and Hooi Ling Tan. At the same time, Lynn Dorsey Bleil and Ronald van der Vis will not stand for re-election at this AGM. Subject to the election of all three proposed candidates, the number of Board members will increase from eight to nine for the upcoming term of office.

In addition, the Board conducts an annual self-assessment with the objective to:

• Ensure and deepen its comprehensive understanding of the business and the Company;
• Evaluate the performance of the Board, its committees, the individual Board members, and the Board Chair;
• Make optimal use of the collective skills and experience represented on the Board; and
• Improve the efficiency and effectiveness of working methods, and cooperation between the Board and Group Executive Management.

The Board Chair oversees the annual self-assessment process by distributing an approved evaluation questionnaire, consolidating the results, and presenting the findings to the Nomination and Compensation Committee and the full Board for discussion.

Composition of the Board of Directors

As of 31 March 2026, the composition of the Board is as follows:

Election, term of office, and biographies

Election procedure and limits on the term of office

Art. 16 para. 1 of the Articles of Association of Sonova Holding AG states that the Board must consist of a minimum of five and a maximum of ten members. Board members are elected by the shareholders at the Annual General Meeting (Art. 10 no. 2 of the Articles of Association).

Re-election for successive terms is permitted. Board members are required to retire automatically at the first Annual General Meeting following their seventieth birthday. In justified individual cases, the Board may grant an exemption. Further details are set out in Art. 6 of the Organizational Regulations.

First election and remaining term of office

The following table sets out the date of first election for each Board member. Under the Articles of Association, the term of office of a Board member expires with the completion of the next Annual General Meeting. Accordingly, Board members are subject to re-election each year at the Annual General Meeting. At the 2025 Annual General Meeting all proposed Board members were re-elected, with the exception of Laura Stoltenberg, who was elected to the Board for the first time at that meeting.

Gilbert Achermann

Outside mandates

Gregory Behar

Outside mandates

Lynn Dorsey Bleil

Outside mandates

Roland Diggelmann

Outside mandates

Laura Stoltenberg

Outside mandates

Julie Tay

Outside mandates

Ronald van der Vis

Outside mandates

Adrian Widmer

Outside mandates

Internal organizational structure

Allocation of tasks within the Board of Directors

As specified in Art. 17 para. 1 of the Articles of Association, the Board constitutes itself, except for the Board Chair and the members of the Nomination and Compensation Committee, who must be elected by the shareholders. If the office of the Board Chair or a member of the Nomination and Compensation Committee is vacant, pursuant to Art. 16 para. 4 of the Articles of Association, the Board appoints a replacement from among its members for the remaining term of office. The duties of the Board Chair are set out in Art. 21 of the Organizational Regulations, and the duties of the Vice-Chair are set out in Art. 23 of the Organizational Regulations.

In accordance with Art. 19 para. 1 of the Organizational Regulations, which supplements the Articles of Association, the Board appoints an Audit Committee.

Tasks and areas of responsibility of Board of Directorsʼ committees

The duties and authorities of the committees are defined in the Articles of Association, the Organizational Regulations, and the Board Committee Charters (available for the Audit Committee, the Nomination and Compensation Committee, and the Technology and Innovation Committee).

The committees usually meet before the meetings of the Board, report regularly on activities and make proposals to the Board based on their findings. The overall responsibility for duties delegated to the committees remains with the Board.

Audit Committee

The members of the Audit Committee are Adrian Widmer (AC Chair), Lynn Dorsey Bleil, and Ronald van der Vis.

The duties of the Audit Committee include reviewing the performance and effectiveness of external and internal audits on behalf of the entire Board; evaluating the companyʼs financial control systems, financial structure, and risk management control mechanisms; and verifying the interim and annual accounts and financial statements of the Sonova Group. The Audit Committee is also kept regularly informed on the companyʼs compliance program. Further details can be found in the Audit Committee Charter.

The Audit Committee meets as often as required but no fewer than four times per financial year. During the reporting period, the Audit Committee met four times. The Board Chair was invited to, and attended, every Audit Committee meeting as a guest.

Nomination and Compensation Committee

The members of the Nomination and Compensation Committee are Roland Diggelmann (NCC Chair), Gregory Behar, and Julie Tay.

The Nomination and Compensation Committee supports the mission of the Board to attract, retain, and motivate people with outstanding professional and personal capabilities on Board and top management levels. In the selection and nomination processes, the committee considers independence, expertise, experience, and skills (including those related to economic, environmental, and social aspects) needed for the respective corporate bodyʼs tasks, seeking where possible to establish balance in diversity terms including but not limited to: gender, age, nationalities or country of origin, ethnicity, competencies, experiences, ways of believing, and mindsets. The Nomination and Compensation Committee also supports the Board in preparing the Compensation Report, establishing and reviewing the companyʼs compensation principles, guidelines, and performance metrics, and preparing proposals to the General Shareholdersʼ Meeting on the compensation of the Board and Group Executives. The committee may also submit proposals and recommendations to the Board on other compensation-related issues. Further details can be found in the Nomination and Compensation Committee Charter.

The Nomination and Compensation Committee meets as often as required but no fewer than four times per financial year. During the reporting period, the committee met five times and held two additional conference calls on relevant subject matters. The Board Chair was invited to, and attended, every Nomination and Compensation Committee meeting as a guest.

Technology and Innovation Committee

The members of the newly implemented Technology and Innovation Committee are Gilbert Achermann (TIC Chair), Gregory Behar, Lynn Dorsey Bleil, and Laura Stoltenberg.

The Technology and Innovation Committee guides and oversees the companyʼs technology, innovation and AI strategies, ensuring Sonova stays ahead of technological developments and evolving consumer needs. The committee represents an expansion of the Boardʼs engagement and governance, strengthening the Boardʼs insights, oversight and deeper expertise, while improving its ability to define and drive Sonovaʼs technology, innovation, and solutions roadmap.

The Committee meets at least twice per financial year, with Sonovaʼs CEO attending as a standing guest. External members may be appointed at the discretion of the TIC Chair. During the reporting period, the committee met once on relevant subject matters.

Working methods of the Board of Directors and its committees

During the reporting period, the Board held five regular meetings and four additional conference calls on relevant subject matters. The table below shows the individual membersʼ attendance at Board and committee meetings, as well as the average length of the meetings:

Urgent business matters were discussed at various telephone conferences. In addition to formal meetings at which minutes were taken, Board members or the committees also frequently met informally for other topics and discussions that required additional time. These included, but were not limited to, preparations for formal meetings, interviews, nomination of key individuals, and reviewing M&A projects.

The agenda for a meeting of the Board and its committees is determined by the respective Chair. Any Board member or a committee may request a meeting be convened or an item be included on the agenda. Board members and the committee members receive all relevant documents sufficiently in advance of meetings to enable adequate preparation for discussions on agenda items. The Board and its committees constitute a quorum when at least half of their respective members are present. Resolutions are adopted by a majority of the members present. In the event of a tie, the Chair has the casting vote.

The Board works closely with the Group Executives. As a general rule, meetings of the Board and its committees are attended by the CEO, the CFO and, depending on the agenda, other members of the Group Executives or key employees. Following each meeting, the Board and respective committees hold an executive session. Where appropriate, the Board engages external experts to support the execution of specific tasks.

During the 2025/26 financial year, the five regular meetings of the Board were attended by the CEO and other Group Executives to review, amongst other topics, performance against plan, key initiatives, and strategic matters. If necessary, the Board also consults with other internal experts (such as the Group General Counsel & Chief Compliance Officer) or external advisors.

All four meetings of the Audit Committee were attended by the Board Chair as a guest. The CEO, the CFO, and the Head of Internal Audit & Risk participated in all four meetings of the Audit Committee. Representatives of the auditors participated in two out of these four meetings.

All five meetings of the Nomination and Compensation Committee were attended by the Board Chair as a guest and were held in the presence of the CEO and the Group Vice President Corporate Human Resources and Communications.

The meeting of the Technology and Innovation Committee was chaired by the Board Chair, and attended by Board members, the CEO, the CFO, Group Executives, and other members of the companyʼs top management.

Definition of areas of responsibility

The Board of Sonova Holding AG is responsible for the overall strategic direction of the company, except in matters reserved by law to the Annual General Meeting. The Board decides on all matters that have not been reserved for or conferred upon another governing body of the company by law, by the Articles of Association, or by the Organizational Regulations. The delineation of responsibility between the Board and the Group Executives is set out in detail in the Organizational Regulations.

Information and control instruments vis-à-vis Group Executives

The Group Executives report regularly to the Board and its committees. At each Board meeting, the executive management provides updates on current business matters, financial results, and strategic initiatives, including major transactions such as mergers and acquisitions. Once a year, a dedicated Board meeting is held to discuss the companyʼs strategy and long-term financial planning. The Board receives comprehensive monthly financial reports and the CEOʼs performance report. In addition, conference calls between Board members and the CEO or CFO are held as required. Each member of the Board is entitled to request information on all company relating matters.

Internal audit, risk, and compliance

The mandates, reporting lines and scope of Internal Audit and Risk Management, are defined in the Internal Audit & Risk Charter, which is approved by the Audit Committee and the Board. Internal Audit performs compliance and operational audits, and provides independent assurance on the effectiveness of the internal control environment. The Group Executives are responsible for managing business risks and ensuring compliance with applicable laws and regulations. The Audit Committee approves the annual audit and risk work plans, reviews completed audit reports, and monitors the implementation of corrective actions. The Head of Internal Audit & Risk reports directly to the Chair of the Audit Committee.

The Group has established a comprehensive risk management system to identify, assess and manage strategic, operational, financial, legal, cyber, and compliance risks. Risk management proposals are prepared by the Group Executives, reviewed by the Audit Committee, and approved by the Board. Risks are assessed based on their severity and likelihood, and the overall approach is aligned with recognized international standards, including the COSO framework. Risk Management also oversees the Internal Control System (ICS) for financial reporting, with the Board receiving annual compliance updates. Sonovaʼs Group compliance program supports the companyʼs values of ethical behavior and integrity. It is administered by the Head Group Compliance and overseen by the Group General Counsel & Chief Compliance Officer. Key elements of the program include operation of the ethics hotline, maintenance of the policy framework, employee training, and due-diligence processes for business partners. Quarterly compliance reports are submitted to the Audit Committee and a comprehensive annual report is provided to the Board.

Sustainability

Sonovaʼs Sustainability Strategy is an integral part of its overall business strategy. Improvement indicators are embedded across the organization, and ambitious sustainability targets are set alongside financial objectives.

Sonova has established an ESG Council, which oversees and further develops the Groupʼs Sustainability strategy, monitors key performance indicators, and meets at least quarterly. The ESG Council is attended by the CEO, selected Group Executives, the Group General Counsel & Chief Compliance Officer, and Corporate Sustainability team. The Board approves the Sustainability strategy, initiatives, and targets, and regularly receives progress updates from the Group Executives – further details are provided in the Sustainability Report.

Key Sustainability topics for Sonova include climate change, access to hearing care, product quality, talent management, data privacy, and digital ethics. Sonovaʼs Tax Principles define the procedures and internal guidelines governing tax compliance across the Group. Sonova also maintains an active dialogue on sustainability-related topics with proxy advisors, investors, and rating agencies. As part of its broader governance and reporting framework, the CEO and Corporate Human Resource Management prepare an annual report, on key human-capital initiatives and defined targets. This report is reviewed annually by the Board.