Content and method of determining
compensation and participation programmes

Scope

The disclosures comprise the compensation for the Board of Directors and the Executive Management (according to the Organizational Regulations, section 1.1 lit. c)–e)). The compensation awarded to the Board of Directors and the Executive Management is determined by the Board of Directors and submitted to the Annual General Meeting for approval. The Compensation Committee assists the Board of Directors in defining the compensation system. (Further information on the Compensation Committee can be found in the “Corporate Governance” section). Compensation paid to members of the Executive Management is approved by the Board of Directors within the framework of the compensation policy and principles defined by the Board of Directors and based on the recommendations by the Chairman of the Board of Directors. Any significant amendments to existing compensation models are made with the help of external consultants. The compensation principles are based on Articles 26 to 30 of the Articles of Incorporation¹of TX Group.

Levels of responsibility

Compensation policy and principles

The objectives of the TX Group compensation policy are to attract and keep qualified employees, help employees attain above-average performance and ensure that the Group can maintain a competitive compensation system. The compensation programmes in place at the Group achieve these objectives. TX Group uses a grading system for all positions to ensure that salaries are transparent, fair and competitive. The gradings are reviewed at regular intervals. Compensation also reflects TX Groupʼs business performance, the competitive landscape and the market environment for comparable roles in the Swiss media sector. If necessary, benchmarks for developing compensation components are defined in collaboration with specialist consulting firms.

Compensation of members of the Board of Directors

Fees for the members of the Board of Directors and the members of the Board committees consist exclusively of fixed remuneration in cash. The reason for waiving the variable salary component is to ensure that the members of the Board of Directors can act without their own interests in mind when making decisions concerning the compensation system.

Chairman of the Board of Directors and Publisher of TX Group

The role of Chairman of the Board of Directors and Publisher is full-time. This includes acting as Chairman of the Boards of Directors of the main Group companies and as a member of the Boards of Directors at the major holdings. The Chairman only takes on external mandates if they are in the best interests of the company. Fees for such mandates are paid to the company. The Chairman is the only member of the Board of Directors who is issued an employment contract. The notice period for both parties is one year and his fee, like that of the other members of the Board, consists exclusively of fixed remuneration in cash.

Compensation of members of the Executive Management

Compensation paid to the members of the Executive Management is made up of a basic salary and a variable component comprising management profit participation (STI), a Long Term Incentive (LTI) and, in one case, the Employee Carry Incentive Plan (ECIP) as well.

Overview of compensation components

Basic salary

The basic salary is individually determined on the basis of the scope of each position and its associated responsibilities, as well as the experience and qualifications of the Executive Management member in question. As part of the annual review by the Board of Directors, the basic salary is adjusted taking into account personal performance, the level of the previous salary, the competitive landscape, comparable market salaries in the Swiss media sector and the financial viability of the company.

Management profit participation (STI)

The purpose of the management profit participation scheme is to allow the Executive Management members to benefit from the business performance of TX Group and its companies by encouraging them to adopt an entrepreneurial attitude and align their thinking and actions with the Group strategy.

Management profit participation is structured as follows:

The TX Group share (20%) is contingent on EBIT and is the same for all managers. The area targets (60%) are geared to the respective areas and normally consist of revenue and EBIT figures. The Board of Directors evaluates the strategic and ESG targets per area on a discretionary basis.

The calculation of management profit participation is based on the targets defined by the Board of Directors for the respective financial year, and may reflect significant non-recurring effects. As a rule, effects are normalised when they are reported externally in the normalised income statement of the Annual Report. For the 2025 financial year, the Board of Directors also took account of factors such as social plans and changes in the portfolio.

The level of management profit participation depends on target achievement and is limited to 200%. The target is defined and communicated by the Group Board of Directors at the beginning of the respective financial year.

The Group Board of Directors determines the strategic and ESG targets and their achievement at its own discretion. Target achievement is limited to 120%.

In the 2025 financial year, 51% of the expected value was achieved (previous year: 93%).

Long Term Incentive (LTI)

The Long Term Incentive was set up in 2024. Members of the Executive Management and selected members of senior management in the individual areas (media, portfolio) and the companies (20 Minuten, Goldbach, Tamedia) are entitled to participate in the plan. The purpose of the LTI plan is long-term retention of employees in the companies and the promotion of sustainable corporate development.

The performance period is three years. The Board of Directors sets the performance targets for the three-year period on an annual basis. It focuses specifically on targets that are of particular importance to shareholders, who are interested in both the TX Group share price and the companyʼs dividend policy. Participants are allocated a target amount for the LTI at the beginning of every year. People who are admitted to the scheme during the year receive a pro rata allocation after completing any probationary period that may apply. After completion of the three-year performance period, the target amount is paid out, subject to the conditions of service and the extent to which the performance targets have been met. The payout factor can vary between 0% and 200%.

For 2025, the allocation was set as follows:

Upon termination of employment, bad leavers forfeit all entitlements under the scheme. Good leavers receive all outstanding entitlements on a pro rata basis according to the number of months elapsed relative to the performance period. During the first half of the performance period, target achievement is assumed to be 100%, with payment occurring in the first month after the person leaves the company. If the employee leaves the company during the second half of the performance period, the actual level of target achievement is not calculated until the end of the period. The entitlements are then paid out on the regular payment date.

Group Management profit participation programme

The Group Management profit participation programme applied to the years 2021 to 2023. Members of Group Management were entitled to participate as of their second year of service. Payment was made if the profit margin (net income margin) of TX Group reached or exceeded 8.0%. Profit participation in the amount exceeding the profit margin of 8.0% was determined in each case, with 50% paid out in cash and 50% allocated in shares.

The cash payment was made after the publication of the consolidated financial statements of TX Group. The shares were allocated in the financial year in which entitlement was acquired. The number of shares to be allocated was determined based on the average share price over the last 30 days before December 31 of the respective financial year. The shares were only transferred if the beneficiary had not given notice of termination of employment prior to December 31 of the third year after the financial year in which entitlement to the share allocation was acquired.

Employee Carry lncentive Plan (ECIP)

The current ECIP is set up for eight years and may be extended twice by one year each time. Members of the Ventures team are entitled to participate. Participants receive annual bonus points that are geared to their role within the Ventures team. On dissolution of the fund, a cash payment is made to the participants, provided that a minimum interest rate of 8.8% per year (including fees) is exceeded. The cash payment is divided among the participants in accordance with the bonus points allocated.

In the 2025 financial year, 14 bonus points (previous year: 10 bonus points) were allocated, with two bonus points going to a member of the Executive Management. At the end of the 2025 financial year, one bonus point was worth CHF 0 (previous year: CHF 0), as the portfolio has not yet reached the minimum interest rate.

Contracts for members of the Executive Management

Employment contracts for members of the Executive Management are for an indefinite period, with a reciprocal notice period of one year, effective from the first day of the following month. There are no agreements relating to severance payments in the event that an Executive Management member should leave the company or there is a “change of control”.

Pension benefits and insurance, expenses, and non-monetary benefits

Members of the Executive Management are insured against old age, death and disability in accordance with the prevailing social insurance legislation. They are members of a pension fund. The benefits are designed to cover insured parties and their dependants in respect of retirement and the risks of disability and death, and exceed the legal requirements under the Swiss Federal Act on Occupational Old Age, Survivorsʼ and Invalidity Pension Provision (OPA). The members of the Executive Management are members of the same pension fund that is available to the vast majority of the companyʼs employees in Switzerland, which consists of a basic plan and a supplementary plan. Annual incomes of up to CHF 907ʼ200 are insured through this supplementary pension solution. The contributions are age-related and are paid in equally by the employer and the employee. In the supplementary plan, the employer pays a slightly higher contribution. However, employees can choose between different contribution scales, while the employerʼs savings contributions remain the same.

Members of the Board of Directors and the Executive Management receive an expense allowance each month, which covers all expenses up to CHF 50. Above that, the current rules on expenses for all employees apply. TX Group does not provide company cars to the members of the Executive Management. The same rules apply as for all other employees with respect to additional non-monetary benefits voluntarily provided by the company, such as free subscriptions or long-service awards.

Loans to officers and directors of the company

As of the balance sheet date, there were no outstanding loans to active or former members of the Board of Directors or the Executive Management.