Kudelski : 2022 Corporate Governance

KUDELSKI GROUP 2022 CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

This report was prepared in compliance with the directive on information relating to corporate governance issued by the SIX Exchange Regulation and in compliance with Swiss corporate law reform. Unless otherwise stated herein, the information provided in this report reflects the situation as

of December 31, 2022.

1. Group structure and shareholders 1.1. Group structure

Kudelski SA has its registered offices in Cheseaux-sur-Lausanne. The company has been structured as a holding company since 1999 and its shares have been listed on the SIX Swiss Exchange since August 2, 1999.

The structure of Kudelski SA and its affiliated companies (the "Kudelski Group" or the "Group") is shown below − sections 1.1.1 to 1.1.3.

1.1.1. Description of the issuer's operational Group structure

From an operational point of view, the Group's activities are split into four divisions: Digital TV, Public Access, Cybersecurity and Internet of Things (IoT). The Finance, Legal, Human Resources, Business Development and Innovation and Corporate IT departments support the entire organization.

Each division is responsible for defining and managing its research and development, sales and marketing, services, support and operations functions, except the Internet of Things (IoT) division, which is supported by the research and development team of the Digital TV division.

The Digital TV division is organized under a Chief Marketing Officer (CMO) and a Chief Operating Officer (COO), with sales, marketing and product management reporting to the CMO and R&D, operations, and business transformation reporting to the COO.

The Public Access division, SKIDATA, is organized with 5 regional, customer-facing businesses managing sales and operations, supported by functional teams in product management, R&D, technical operations, and supply chain.

The Cybersecurity division is organized around four pillars of activity: managed detection & response services, applied security, advisory services, as well as technology sale and optimization.

The Internet of Things (IoT) division is organized around IoT Secure Solutions, IoT Security Technology & Systems and IoT Security Services (Lab & Design).

Results by sector are presented in note 4 to the Kudelski Group's 2022 financial statements.

Main operating companies held directly or indirectly by Kudelski SA

The list of the Group's main operating companies is provided in note 54 to the 2022 financial statements.

Additional information is also included in the 2022 Annual Report's key figures.

1.1.2. All listed companies belonging to the issuer's Group

Kudelski SA, the parent company of the Group, is a Swiss holding company based in Cheseaux-sur-Lausanne in the canton of Vaud. Kudelski bearer shares are listed on the SIX Swiss Exchange (Ticker: KUD; Sec. No. 001226836/ ISIN: CH0012268360). As of December 31, 2022, the market capitalization of Kudelski SA bearer shares was CHF 121 294 929.

Kudelski SA and its subsidiaries did not hold any bearer shares of Kudelski SA.

1.1.3. The non-listed companies belonging to the issuer's consolidated entities

Information about the company name, registered office, share capital and holdings owned by non-listed Group companies included in the scope of consolidation is shown on pages 54 and 64 of the Kudelski Group's 2022 financial statements.

INTERNATIONAL PRESENCE*

* Indicates countries in which the Group maintained a representation.

DIGITAL TVPUBLIC ACCESSCYBERSECURITY

IOTEUROPE

Germany Austria Belgium Spain France Ireland Italy Norway

The Netherlands Portugal

United Kingdom Sweden Switzerland Turkey

AMERICAS

Argentina Brazil Chile Colombia Mexico Peru USA

AFRICA

South Africa Tunisia

MIDDLE EAST

United Arab Emirates

ASIA / PACIFIC

Australia China South Korea Hong Kong India Indonesia Japan Malaysia Singapore

1.2. Significant shareholders

As of December 31, 2022, Kudelski SA has two signif-icant shareholders. The first one consists of a group of shareholders related to the Kudelski family ("Family Pool") with a total of 58.70% of the voting rights of Kudelski SA (see the table below). The Family Pool comprises Mr. André Kudelski, Mrs. Marguerite Kudelski, Mrs. Isabelle Kudelski Haldy, Mrs. Irène Kudelski Mauroux and their re-spective descendants. Members of the Family Pool own the shares of Kudelski SA directly or through an invest-ment structure of which they are the beneficiaries.

The second significant shareholder ("Kudelski Family outside the Pool*") is composed of two discretionary and irrevocable trusts, whose beneficiaries are members of the family of Mr. André Kudelski.

As of December 31, 2022, the Kudelski Family outside the Pool held a total of 4.10% of the voting rights of Kudelski S.A. (see below). In its capacity as a protector of these trusts, Mr Antoine Foetisch in Singapore, freely ex-ercises the voting rights of the shares held by these trusts. To the Group's knowledge, no other shareholder or group of shareholders holds more than 3% of the voting rights.

All announcements made by Kudelski SA to the SIX Exchange Regulation can be found on the SIX Swiss Exchange website at the following address: https://www. six-group.com/fr/products-services/the-swiss-stock-exchange/market-data/shares/share-explorer/share-de-tails.html?valorId=CH0012268360CHF4#/ and then clicking on the "Significant shareholders" link.

1.3. Cross-shareholdings

The Group has no knowledge of the existence of any cross-shareholdings.

AS OF DECEMBER 31, 2022	REGISTERED	BEARER	SHARE CAPITAL	VOTING RIGHTS
SHARES	SHARES	HELD
Family Pool	46 300 000	10 922 923	27.87%	58.70%
Kudelski Family outside the Pool*	4 000 000	7.17%	4.10%

* On January 28, 2022, the ad hoc publicity of the SIX Swiss Exchange has advised that the trustee beneficiaries are not required to report positions held by trusts.

2. Capital structure

2.1. Amount of ordinary, authorized and conditional capital as at 31.12.2022

Ordinary capital

The share capital of Kudelski SA is CHF 446 052 624. It is divided into 51 126 578 bearer shares with a nominal value of CHF 8.00 per share and 46 300 000 registered shares with a nominal value of CHF 0.80 per share. Each share confers the right to one vote. All shares are fully paid up. Articles 6 and 7 of the articles of association of Kudelski SA, which can be found on the company's website at the following address:https://www.nagra. com/investors/publications, also contain an authorized capital clause and two conditional capital clauses (see section 2.2 below).

2.2. Specific information concerning authorized and conditional capital

Authorized capital

According to Article 7 of the articles of association of Kudelski SA, the Board of Directors is authorized to increase the share capital in one or more stages until April 21, 2024 by a maximum amount of CHF 32 705 312 (representing 7.33% of the existing share capital) through the issuance of 3 768 164 bearer shares with a nominal value of CHF 8.00 per share and 3 200 000 registered shares with a nominal value of CHF 0.80 per share to be fully paid up. The issuance price, the nature of the con-tributions, the date from which new shares shall give en-titlement to dividends and other modalities of any share issuance shall be determined by the Board of Directors.