Edisun Power Europe : Rapport sur le gouvernement d'entreprise & Comptes annuels 2022

Edisun Power Europe Ltd.

Corporate Governance Report 2022 Financial Statements 2022

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Content

Corporate Governance Report 2022

1. Executive Summary

1. Group Structure

1. Shareholders

1. Capital Structure

1. Board of Directors

1. Management Board
2. Compensation and Remuneration Report

1. Report of the Compensation Auditors
2. Shareholders' Participation Rights
3. Auditors
4. Information Policy

1. Financial Calendar

Financial Statements 2022

1. Consolidated Financial Statements
2. Balance Sheet
3. Income Statement
4. Cash Flow Statement
5. Statement of Changes in Equity
6. Notes

54 Report of the Group Auditors

1. Statutory Financial Statements
2. Balance Sheet
3. Income Statement
4. Notes

1. Appropriation of Available Earnings
2. Report of the Statutory Auditors

All values are rounded individually.

4 Corporate Governance Report 2022

Corporate Governance Report 2022

Edisun Power has high standards when it comes to effective Corporate­ Governance. This ensures responsible and trans­- parent company leadership and management and contributes to our long-term success. It is the key to meeting the demands of our various stakeholder­ groups, including shareholders, custom- ers, employees and the local communities in which we operate.

Corporate Governance describes how management is organized and how it operates. Ultimately, it contributes to our success by protecting the interests of our shareholders while at the same time creating value for all

stakeholders. The Board of Directors is committed to maintaining the highest standards of integrity and transparency in the governance of the company. In this, it is guided by the Swiss Code of Best Practice and the most recent principles of Corporate Governance.

Good Corporate Governance seeks to balance entrepre- neurship, control and transparency, while promoting an efficient decision-making process within the company. The Board of Directors and the Management Board work constantly to improve the quality of Corporate Govern- ance.

1 Executive Summary

Changes in share capital

As of December 31	2022	2021	2020
Ordinary share capital (in CHF)	31 074 630	31 074 630	31 074 630
Total shares	1 035 821	1 035 821	1 035 821

Corporate Governance Report 2022 5

Significant shareholders as of December 31

	2022	2022	2021
	Number of Shares	in %	in %
Smartenergy Invest AG	343 000	33.1 %	30.4 %
Community of heirs of Nef Hans	148 308	14.3 %	15.6 %
Eberhard Martin	96 880	9.4 %	9.2 %
Mirabaud - Equities Swiss Small and Mid	42 469	4.1 %	4.8 %

Auditors

The auditors are appointed annually at the General Assembly of Shareholders. The term of office is one year. BDO AG, Zurich, was first elected at the General Assembly of Shareholders of May 12, 2017 and Christoph Tschu­ mi has been serving as lead auditor since then.

Shareholders' participation rights

•  Each registered ordinary share bears one voting right at the General Assembly of Shareholders and entitlement to dividend payments.

•  Extraordinary General Assemblies are convened by the Board of Directors if shareholders, representing at least 10 % of the share capital, request such meetings.

Compensation 2022 in CHF

	Approved	Effective
	compensation	compensation
Total compensation of
the Board of Directors	210 000	166 206
Total compensation of
the Management Board	n.a.	n.a.

Highest total compensation in CHF

	2022
Board of Directors: Horst H. Mahmoudi
(Chairman of the Board and Executive Chairman)	39 812