Directive Track Record
(DTR)

Art. 1 Scope............................................................................................................................................................. 4

Art. 2 Principle of the granting of an exemption .............................................................................................. 4

Art. 3 Facts justifying exemptions ....................................................................................................................... 4

Art. 4 Obligations with respect to listing ............................................................................................................ 4

Art. 5 Listing procedure ........................................................................................................................................ 5

Art. 6 Conditions for maintaining listing ............................................................................................................ 5

II Special provisions for young companies ................................................................................................. 5

Art. 7 Principle ........................................................................................................................................................ 5

A Requirements in the scope of listing ....................................................................................................... 5

Art. 8 Capital increase ........................................................................................................................................... 5

Art. 9 Content of the listing prospectus (cancelled) ......................................................................................... 5

B Lock-up agreement ..................................................................................................................................... 5

Art. 10 Principle ........................................................................................................................................................ 5

Scope of applicability .................................................................................................................................. 6

Art. 11 Issuer ............................................................................................................................................................ 6

Art. 12 Pre-existing shareholders .......................................................................................................................... 6

Art. 13 Governing bodies of the issuer ................................................................................................................. 7

Acts similar to a sale ................................................................................................................................... 7

Art. 14 Impermissible transactions ....................................................................................................................... 7

Art. 15 Permissible transactions ............................................................................................................................ 7

Exceptions .................................................................................................................................................... 8

Art. 16 Exceptions to the lock-up agreement ...................................................................................................... 8

Obligations with respect to listing ............................................................................................................ 8

Art. 17 Disclosure ..................................................................................................................................................... 8

Art. 18 Granting of exceptions ............................................................................................................................... 9

Art. 19 Violation of lock-up obligations ................................................................................................................ 9

Procedure ..................................................................................................................................................... 9

Art. 20 Listing application ....................................................................................................................................... 9

Art. 21 Confirmation as part of the listing application ....................................................................................... 9

Art. 22 Separate security number .......................................................................................................................10

Art. 23 Reporting requirement ............................................................................................................................10

C Obligations for maintaining listing ........................................................................................................10

Art. 24 Conditions for maintaining listing ..........................................................................................................10

Art. 25 Quarterly reporting ..................................................................................................................................10

Art. 26 Publication of quarterly financial statements .......................................................................................10

III Concluding provisions ..............................................................................................................................11

Art. 27 Entry into force ..........................................................................................................................................11

Art. 28 Transitional provisions .............................................................................................................................11

Art. 29 Revisions .....................................................................................................................................................11

Basis Art. 7 and 11 LR I General provisions

Art. 1 Scope 1

This Directive governs the requirements for the granting of exemptions to the listing requirement of the minimum duration of the existence of an issuer ("track record requirement").

This Directive pertains exclusively to the requirement laid down in Art. 11 respectively Art. 89b LR, according to which the issuer must have presented financial statements covering three respectively two complete financial years.

The alternative fulfilment of this requirement by a guarantor pursuant to Art. 9 Additional Rules Bonds,

Art. 10 Additional Rules Derivatives or Art. 4 Additional Rules Exchange Traded Products remains reserved.

Art. 2 Principle of the granting of an exemption

The Regulatory Board may refrain from applying the listing requirement governing the minimum duration of existence of an issuer if: 1. such an exemption appears desirable in the interest of the company or of investors; and 2. it has a guarantee that investors possess the information required to make a well-founded assessment of the company and the security to be admitted.

Art. 3 Facts justifying exemptions The Regulatory Board may, amongst others, grant exemptions from the track record requirement in the

following cases: 1. mergers, spin-offs and other transactions in which a pre-existing company or portions thereof are continued as commercial entities; 2. admission of securities for which, owing to the specific guarantees involved, the duration of existence of the issuer is irrelevant, specifically in the case of issuers whose securities are guaranteed by special physical collateral (e.g. asset-backed securities); 3. admission of companies that have not yet been able to present financial statements for the prescribed period of time but nonetheless wish to tap the capital market in order to finance their strategy for growth. Such companies must submit financial statements covering at least one full financial year and fulfil the listing requirements laid down in Art. 7 seqq. ("young companies").

Art. 4 Obligations with respect to listing 1

The Regulatory Board may require that additional information be published so that investors are able to form a well-founded opinion of the company and the continuity of its business.

The Regulatory Board may adopt conditions, namely with regard to the form of presentation of the financial statements.

Art. 5 Listing procedure

An exemption within the context of this Directive must be requested in the listing application pursuant to

Art. 44 LR and be appropriately justified. In so doing, the applicant must provide evidence of the material

facts supporting such request.

Art. 6 Conditions for maintaining listing

The conditions for maintaining listing pursuant to Art. 49 seqq. LR are applicable without exception.

II Special provisions for young companies

Art. 7 Principle

In connection with the listing of young companies pursuant to Art. 3, the provisions of the Listing Rules apply except where this Directive contains diverging or supplementary provisions.

A Requirements in the scope of listing

Art. 8 Capital increase

The listing of a young company is only possible if it takes place in conjunction with a placement of equity securities in which at least 50% of the equity securities being placed emanate from a capital increase versus cash payment.

Art. 9 Content of the listing prospectus (cancelled)

(cancelled) B Lock-up agreement

Art. 10 Principle 1

Upon submission of the listing application, the applicant of a young company must prove that the following persons have severally and in a legally binding manner obligated themselves not to sell any of the issuer’s equity securities within the period of time defined below as from the date of the initial listing: 1. the issuer itself, for a six-month period; 2. shareholders of the issuer who, immediately prior to the placement date of the equity securities, were in possession of more than three percent of the issuer’s outstanding share capital or outstanding voting rights, for a twelve-month period; 3. members of the issuer’s board of directors and executive committee, for a twelve-month period; 2

Art. 10 para. 1 does not apply to contractually established lock-up obligations that exceed the scope of

applicability described below. This applies in particular to: 1. contractual lock-up obligations, which continue to apply after the six-month or twelve-month period; and 2. contractual lock-up obligations involving persons who do not fall under the scope of this Directive.

Scope of applicability

Art. 11 Issuer 1

The issuer itself shall be subject to the lock-up obligations in that it shall obligate itself – as a rule, in the underwriting agreement – vis-à-vis the lead underwriter or underwriting syndicate not to sell any of its own equity securities, or to issue any new equity securities within the framework of a capital increase.

The lock-up obligations shall apply as of the first trading day.

Art. 12 Pre-existing shareholders 1

Shareholders who, immediately prior to the beginning of the offering period (e.g. bookbuilding) of the equity securities, possess more than three percent of the outstanding capital or outstanding voting rights ("pre-existing shareholders") shall be subject to the lock-up obligations.

The following criteria are decisive in this regard: 1. the number of outstanding equity securities (capital or voting rights) is determined on the basis of the issuer’s current entry in the Commercial Register or on information provided by a comparable foreign registrar. In the absence of such competent foreign registrar, the number of pending and fully paid-in equity securities stated in the prospectus according to the FinSA shall be authoritative; 2. the determination of the basis for calculation within the context of Art. 12 para. 1 depends on the capital structure at the point in time at which the offering period or subscription period commences. Of the new equity securities being offered to the public as a part of such offering, those that are being issued against cash payment as part of the prescribed capital increase (Art. 8) shall not be taken into account in the determination of the basis for calculation; 3. if the new equity securities being offered to the public were entered into the Commercial Register prior to the offering period or subscription period, they shall be subtracted from the basis for calculation.

The lock-up obligations shall apply as of the first trading day. A sale by pre-existing shareholders within the framework of the public offering being conducted, including sales that are a part of the over-allotment option (greenshoe option), is permissible.

Equivalent in status to the pre-existing shareholders within the context of Art. 12 para. 1 herein are the beneficial owners of the corresponding equity securities. In interpreting this rule, the practice in regard to the provisions governing the disclosure of shareholdings (Art. 120 et seqq. FMIA and relevant implementing provisions) is applicable analogously.

If a bank or a securities firm is a pre-existing shareholder pursuant to Art. 12 para. 1, the restrictions of this Directive do not apply for the trading inventory.

Pre-existing shareholders who are acting in concert or as an organised group are severally subject to the lock-up obligations if, together, they hold more than three percent of the outstanding capital or outstanding voting rights, even if their individual holdings do not exceed the three-percent threshold. The provisions governing the disclosure of shareholdings (Art. 120 et seqq. FMIA and relevant implementing provisions) are applicable analogously in connection with the interpretation of this rule.

Also applicable analogously in the calculation of the proportional holdings of capital or voting rights within the context of Art. 12 para. 1 are purchase, convertible and exchange rights, usufructs, securities lending, as well as sales with repurchase agreements (“repo” transactions), pursuant to Art. 120 et seqq. FMIA and Art. 10 et seqq. FMIO-FINMA.

Equity securities that have been acquired by pre-existing shareholders within the framework of the public offering are also subject to the lock-up obligations. See also: ‒ Federal Act of 19 June 2015 on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infrastructure Act, FMIA) ‒ Swiss Financial Market Supervisory Authority Ordinance of 3 December 2015 on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FINMA Financial Market Infrastructure Ordinance, FMIO-FINMA)

Art. 13 Governing bodies of the issuer 1

Members of the board of directors and of the executive committee shall be subject to the lock-up obligations.

The lock-up obligations shall apply as of the first trading day.

A sale by members of the issuer’s governing bodies within the framework of the public offering being conducted, including sales that are a part of the over-allotment option (greenshoe option), is permissible.

Equity securities that have been additionally acquired by members of the governing bodies within the framework of the public offering are also subject to the lock-up obligations.

Acts similar to a sale

Art. 14 Impermissible transactions 1

An announcement of the intention to sell, as well as any measures, which, from a commercial perspective directly or indirectly, amount to a sale, are deemed to be equivalent to a sale within the context of Art. 10.

Transactions that are not permissible under this Directive include, in particular: 1. the outright sale, any form of offering to sell, expressions of the intent to sell, forward transactions, the granting (writing) of conversion rights and purchase rights (call options), the purchase of put options, the conclusion of swap or exchange contracts, as well as the transfer of title as collateral; 2. the issuance of equity securities by the issuer, as well as the issuance of purchase, conversion or exchange rights that entitle the holder to acquire new equity securities (e.g. from conditional capital). The following remain reserved:

1. the issue of shares on the basis of pre-existing purchase, conversion or exchange rights; and

2. the issue of shares and purchase, conversion or exchange rights based on employee stock ownership plans (Art. 15 para. 1).

Art. 15 Permissible transactions 1

The following transactions do not fall under the lock-up obligations ruling, insofar as such transactions have been disclosed without delay to the Regulatory Board and the legal successor is unconditionally subjected to the lock-up obligations by concluding the same contracts and submitting such contracts to the Regulatory Board:

1. matrimonial property rights disputes; 2. donations to immediate family members (limited to direct descendants, spouses and registered domestic partners, parents, siblings, nieces and nephews, grandnieces and grandnephews); 3. transfer to a private holding company, the shareholders of which are limited to the given pre-existing shareholder and his/her immediate family members within the context of Point 2; 4. transfer to a trust or foundation, the beneficiaries of which are either the pre-existing shareholder or his/her immediate family members within the context of Point 2; 5. sales in connection with a compulsory execution; 6. the transfer of equity securities within the same group of companies, if such transfer does not change the underlying control relationship; 7. the issuance of shares or options in the context of employee stock ownership plans announced in the prospectus according to the FinSA. The conditions of the employee stock ownership plans must include provisions whereby the issued shares or options may not be sold during the twelve-month period.

A subsequent pledge of the equity securities that are subject to the lock-up obligations is only then permissible if the pledgee, with a view to a compulsory execution, subjects itself in advance to the lock-up obligations.

Exceptions

Art. 16 Exceptions to the lock-up agreement 1

Contractually defined exceptions to the lock-up obligations for the benefit of the issuer (such as the issuance of new equity securities by the issuer in connection with acquisitions) are, for the duration of the prescribed regulatory lock-up period of six months, only permissible if, upon request of the issuer, the Regulatory Board has granted them in advance (e.g. use of shares from authorised capital for planned or future acquisitions).

Such exceptions must be individually disclosed in the prospectus according to the FinSA or in a separate information document.

During the lock-up period, the Regulatory Board may, in individual cases and for important reasons, grant exceptions to the lock-up obligations.

Obligations with respect to listing

Art. 17 Disclosure

The following information must be disclosed in the prospectus according to the FinSA or additional document: 1. a list of the names of those pre-existing shareholders who are subject to the lock-up obligations; 2. the number of pre-existing shareholders and of equity securities not subject to the lock-up obligations. Insofar as such information is not precisely known, approximate values may be relied upon;

3. a clearly arranged, tabular presentation of the number of equity securities (voting rights) that are subject to contractual or regulatory lock-up obligations and the associated lock-up periods. Shareholders who have contractually submitted to a lock-up obligation (Art. 10 para. 2, "voluntary" lock-up) that goes beyond the lock-up obligations set out in this Directive must also be named; the number of shares held by these persons must be disclosed as a total amount subject to further provisions regarding disclosure by members of the governing bodies.

Art. 18 Granting of exceptions 1

In accordance with Art. 16, the granting of an exception must be made known to the public under observance of a waiting period of at least five exchange days.

The public announcement can also be made in the prospectus according to the FinSA or additional document.

The Regulatory Board may, for important reasons, grant a release from the obligation to make such prior public announcement if it is demonstrated how the equity securities will be placed in a manner that avoids impairment of trading.

Art. 19 Violation of lock-up obligations 1 Any suspicion of violation of the lock-up agreement must be reported to the Regulatory Board without

delay.

As soon as the Regulatory Board learns that there has been a violation of the lock-up agreement, it shall – upon consultation with the issuer – make public announcement of such violation (via an “Official Notice” and/or a Press Communiqué).

Insofar as it has determined that a violation of the lock-up agreement has occurred, SIX Exchange Regulation AG ("SIX Exchange Regulation") may also announce the results of its own inquiries and investigations. Prior to the announcement of such results, it shall consult with the issuer.

Procedure

Art. 20 Listing application 1 Drafts of the contractual lock-up agreements must be submitted to SIX Exchange Regulation together

with the listing application.

Copies of the duly signed agreements must be submitted no later than three exchange days after the first trading day of the given issue.

Art. 21 Confirmation as part of the listing application 1

The issuer and applicant shall, within the framework of the listing procedure, confirm in writing to the Regulatory Board that, to their knowledge, all pre-existing shareholders (Art. 12) and all governing bodies pursuant to Art. 13 that are subject to lock-up agreements have submitted to obligations within the context of Art. 10.

This written declaration must be submitted together with the listing application.

Art. 22 Separate security number 1

In connection with the submission of the listing application, confirmation must be provided that all equity securities within the listed category that are subject to the lock-up agreement will be carried under a separate security number by a recognised clearing organisation of SIX Swiss Exchange AG («SIX Swiss Exchange») for clearing and settlement of stock-exchange transactions (SIX SIS Ltd) until the expiry of the prescribed lock-up period(s).

Equity securities with this separate security number are deemed to be listed but may not be traded on the SIX Swiss Exchange until the expiry of the lock-up period.

Art. 23 Reporting requirement Up to the expiry of the regulatory six- or twelve-month lock-up period, every rebooking made in the

blocked share inventories held by the recognised clearing organisation of SIX Swiss Exchange for clearing and settlement of stock-exchange transactions (SIX SIS Ltd) must be reported immediately to SIX Swiss Exchange.

C Obligations for maintaining listing

Art. 24 Conditions for maintaining listing

The obligations of issuers set forth in Art. 25 et seq. apply as long as the issuer has not yet presented its annual accounts for three complete financial years pursuant to Art. 11, or two complete financial years pursuant to Art. 89b LR; afterwards, the provisions of the Listing Rules apply without exception.

Art. 25 Quarterly reporting 1

With respect to interim financial reporting, in deviation from Art. 50 para. 2 LR , the issuer is obligated, within the context of this Directive, to publish quarterly financial statements in accordance with applicable accounting standards.

The first-quarter financial statements must cover the first three months; the second-quarter financial statements, the first six months; and the third-quarter financial statements, the first nine months of the issuer’s accounting year. The annual financial statements may be submitted in lieu of the fourth-quarter financial statements.

Quarterly reports must be drawn up for a maximum of two full financial years.

Art. 26 Publication of quarterly financial statements

The issuer must publish its quarterly financial statements no later than three months after the end of the corresponding reporting period, and must submit them to SIX Exchange Regulation no later than the date of publication. See also: ‒ Directive Regular Reporting Obligations (DRRO) III Concluding provisions

Art. 27 Entry into force

This Directive enters into force on 1 July 2009 and replaces the Directive on Exemptions regarding Duration of Existence of the Issuer (Track Record) of 1 April 2004 as well as the Directive on Lock-Up Agreements of 1 April 2004.

Art. 28 Transitional provisions

The transitional provisions according to Art. 116a and 116b LR shall apply mutatis mutandis.

Art. 29 Revisions 1

The revision of Art. 1 para. 3 that was decreed in the resolution of 1 October 2010 enters into force on 15 October 2010.

The revision of Art. 1, decreed by the resolution dated 12 March 2015 enters into force on 1 August 2015.

Amendments due to the entry into force of the Financial Market Infrastructure Act and related ordinances in Art. 12 as of 1 April 2016.

The revision of Art. 19 that was decreed by the Issuers Committee in its resolution of 20 March 2018 enters into force on 1 May 2018.

The revision of Art. 4, 12, 15-18 and 28 and the cancellation of Art. 9 and Annex 1 that were decreed by the Issuers Committee in its resolution of 20 June 2019 enters into force on 2 January 2020.

The revision of Art. 12 that was decreed by the Issuers Committee in its resolution of 21 February 2020 enters into force on 22 June 2020.

The revision of Art. 1 and 24 that was decreed by the Issuers Committee in its resolution of 18 June 2021 enters into force on 1 October 2021.

The revision of Art. 26 that was decreed by the Issuers Committee in its resolution of 29 November 2023 enters into force on 1 September 2024.

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