Articles of Association of Lalique Group SA

I. Company name, registered office, purpose and duration

Art. 1 - Company name, registered office and duration

Under the name Lalique Group SA, a public limited company with its registered office in Zurich exists for an indefinite period.

Art. 2 - Purpose

The purpose of the company is the acquisition of participations, particularly in companies in the perfumery and cosmetics sector and the luxury goods industry, as well as the execution of financing transactions and the management of assets for its own account and for the account of third parties.
The company is authorised to acquire companies with the same or similar objectives or to acquire interests in such companies. The company may enter into all transactions and conclude contracts that are suitable for promoting the purpose of the company or that are directly or indirectly related to it.
The company is also authorised to participate in companies of all kinds in Switzerland and abroad, to enter into joint ventures, and to establish branches and subsidiaries.
The company may acquire, encumber, sell, and manage real estate.

The share capital of the company amounts to CHF 1,530,000.00, divided into 7,650,000 registered shares with a nominal value of CHF 0.20 each, which are fully paid up.
The company has issued registered shares in the form of uncertificated securities and may issue these in particular as simple uncertificated securities. Each shareholder may at any time request the company to issue a certificate for the registered shares held by them. However, the shareholder has no right to the printing and delivery of certificates for registered shares.
The company may print and deliver certificates for registered shares at any time and cancel issued certificates that are delivered to it with the consent of the shareholder.
Uncertificated registered shares and the rights arising therefrom may only be pledged in favour of the bank where they are held in the books by means of a written pledge agreement, whereby notification to the company is not required.
Intermediated securities based on shares of the company cannot be transferred by cession. No collateral can be provided for these intermediated securities by means of assignment. The transfer of these intermediated securities and the creation of securities are governed exclusively by the provisions of the Federal Act on Intermediated Securities.

Art. 3a - Conversion

The share capital of the company shall be increased by a maximum amount of CHF 50,000 by issuing a maximum of 250,000 fully paid-up registered shares with a nominal value of CHF 0.20 each as a result of the exercise of option or subscription rights granted to employees, including members of the Board of Directors, the company or Group companies. The subscription rights of shareholders are excluded in respect of a maximum of 250,000 registered shares of CHF 0.20 each. These new registered shares may be issued at a price below the market value. The Board of Directors regulates the details of the issue conditions.
After acquisition, the new registered shares are subject to the restrictions on transfer in accordance with Article 5 of the Articles of Association.
Option or subscription rights in accordance with this article are issued from the conditional capital electronically (including by e-mail or via electronic systems or platforms provided by or for the company), as determined by the Board of Directors, or in writing, and may be waived in the same form.

Art. 3b - Authorisation

The company has a capital band between CHF 1,296,000 (lower limit) and CHF 1,728,000 (upper limit). Within the scope of the capital band, the Board of Directors is authorised to increase or reduce the share capital once or several times until 30 May 2026, or until the capital band expires earlier. The capital increase or reduction may be implemented by issuing a maximum of 990,000 or cancelling a maximum of 1,170,000 fully paid-up registered shares with a nominal value of CHF 0.20 each.
The capital increase or reduction may also be effected by increasing or decreasing the nominal value of the existing registered shares within the scope of the capital band, or by a simultaneous reduction and re-increase.
In the event of an issue of registered shares, the subscription and acquisition of the new shares, as well as any subsequent transfer of the registered shares, are subject to the restrictions of Article 5 of these Articles of Association.
In the event of an increase in the share capital within the scope of the capital band, the Board of Directors determines the issue amount, the type of contribution (including cash, contribution in kind, offsetting and conversion of reserves or a profit carried forward into share capital), the date of issue, the conditions for exercising subscription rights, and the commencement of dividend entitlement. The Board of Directors may allow subscription rights that have not been validly exercised to lapse or may place registered shares for which subscription rights have been granted but not validly exercised on the market or otherwise utilise them in the interests of the company.
In the event of an issue of registered shares, the Board of Directors is authorised to restrict or cancel the subscription rights of existing shareholders and to allocate them to individual shareholders, third parties, the company, or one of its Group companies if:
- the new registered shares are used for the acquisition of companies, parts of companies, shareholdings, products, intangible assets or licences, or for other investment projects or for the financing or refinancing of such transactions or projects; or
- the new registered shares are issued for the purpose of expanding the shareholder base of the company in certain investor markets, in connection with the listing of the shares on domestic or foreign stock exchanges, or for the participation of strategic partners, including financial investors; or
- the issue price of the new registered shares is set taking into account the market price; or
- the new registered shares are to be used to service financial instruments issued at market conditions.
The Board of Directors is also authorised, within the scope of this capital band:
- to carry out a capital increase by converting freely usable equity into share capital;
- to carry out capital reductions by reducing the nominal value and to pay out the reduction amount to the shareholders.
After a change in par value, new registered shares must be issued within the capital band with the same nominal value as the existing registered shares.
If the share capital increases due to a conditional capital increase in accordance with Art. 3a of these Articles of Association, the upper and lower limits of the capital band shall increase in accordance with the extent of the increase in the share capital.
In the event of a reduction in the share capital within the capital band, the Board of Directors determines, if necessary, the utilisation of the reduction amount. The Board of Directors may also use the reduction amount to partially or completely eliminate an underbalance within the meaning of Article 653p CO or to increase the share capital within the meaning of Article 653q of the Swiss Code of Obligations and increase it to at least the previous amount.

Art. 4 - Conversion

By amending the Articles of Association, the General Meeting may convert registered shares into bearer shares and vice versa at any time.

Art. 5 - Transfer restrictions

Acquirers of registered shares are entered in the share register as shareholders with voting rights upon request and proof of acquisition, provided they expressly declare that they hold the registered shares in their own name and for their own account.

In the case of registered shares, the company shall keep a share register in which the owners and usufructuaries are entered with their name, address (and, if provided by the owner or usufructuary, the e-mail address), and nationality (in the case of legal entities, the registered office). In relation to the company, only those persons who are entered in the share register are recognised as shareholders or usufructuaries.
The Board of Directors is authorised to cancel entries in the share register with retroactive effect to the date of entry if the entry was made on the basis of false information. The Board of Directors may hear the shareholder concerned in advance. In any case, the shareholder concerned will be informed immediately of the cancellation.

III. Bodies of the company

Art. 7 - Organs

The bodies of the company are:

The General Meeting of Shareholders
The Board of Directors
The Auditors

a) The General Meeting of Shareholders

Art. 8 - Ordinary and extraordinary general meeting

The General Meeting of Shareholders is authorised to deal with all business that is assigned to it by law or the Articles of Association and which does not have to be dealt with by other bodies of the company. The General Meeting has the following non-transferable powers in particular:
- To adopt and amend the Articles of Association and the regulations of the company issued by the General Meeting.
- To elect and dismiss the Chairman and the other members of the Board of Directors, the members of the Remuneration Committee, the auditors, and the independent proxy.
- Approval of the management report, the consolidated financial statements, and the annual financial statements.
- Passing resolutions on the appropriation of the balance sheet profit, in particular the determination of the dividend.
- Approving the remuneration of the members of the Board of Directors and the Executive Board.
- Setting the interim dividend and approving the interim financial statements required for this.
- Passing a resolution on the repayment of the statutory capital reserve.
- Discharging the members of the Board of Directors.
- Delisting of the company's equity securities.
- Merger, transformation, demerger, dissolution, and liquidation of the company.
- Passing resolutions on all matters that are reserved for the General Meeting by law or the Articles of Association.
The Annual General Meeting shall be held once a year, within six months after the end of the financial year.
Extraordinary General Meetings are held by resolution of the Board of Directors or when shareholders representing at least five per cent of the share capital or votes request the Board of Directors to hold an Extraordinary General Meeting.

Art. 9 - Convocation

The General Meeting of Shareholders is convened by the Board of Directors or the bodies and persons designated by law.
The meeting must be convened no later than twenty days before the date of the meeting by letter or electronically to the shareholders.
The notice convening the meeting must include the items on the agenda, the proposals of the Board of Directors and the shareholders, as well as the brief explanations of the Board of Directors and the shareholders that require the holding of a General Meeting or the inclusion of an item on the agenda.

Art. 10 - Universal assembly

The owners or representatives of all shares may hold a General Meeting without complying with the formal requirements for convening a meeting if no objection is raised.
At this meeting, all matters falling within the scope of business of the General Meeting may be validly discussed and resolutions passed as long as the owners or representatives of all shares are present.

Art. 11 - Voting rights and representation

Each share is entitled to one vote.
Each shareholder may be represented at the General Meeting of Shareholders by another shareholder or a third party who need not be a shareholder. The representative must in any case provide written authorisation.
The Board of Directors issues the procedural rules for attendance and representation at the General Meeting and the issuing of instructions. It ensures that shareholders can also authorise and instruct the independent proxy electronically.

Art. 12 - Resolution

The General Meeting of Shareholders elects and passes its resolutions by a majority of the votes cast, unless the law or the Articles of Association require a qualified majority for the adoption of resolutions. Abstentions are not counted.
Elections and resolutions are passed in such a way that the exact result can be determined. The meeting management determines the method of voting.

Art. 13 - Implementation and venue

The meeting is chaired by the Chairman or, in his absence, the Vice Chairman of the Board of Directors. If they are unable to attend, the meeting elects a chairman of the day.
The Board of Directors shall ensure that the minutes are properly kept.
The Chairman appoints the secretary and the scrutineers from among those present, who need not be shareholders of the company.
The Board of Directors shall determine the venue of the General Meeting.
The Board of Directors may determine that the General Meeting of Shareholders be held simultaneously at different locations, provided that the votes of the participants are transmitted directly in image and sound to all meeting locations, and/or that shareholders who are not present at the venue (or venues) of the Annual General Meeting can exercise their rights electronically.
Alternatively, the Board of Directors may provide for the Annual General Meeting to be held by electronic means without a meeting venue.
The Board of Directors shall regulate the use of electronic means. It shall ensure that:
- the identity of the participants is established
- the votes at the Annual General Meeting are transmitted directly
- every participant can submit motions and take part in the discussion
- the voting result cannot be falsified
If technical problems arise during the General Meeting of Shareholders, with the result that the General Meeting cannot be held properly, it must be repeated. Resolutions passed by the Annual General Meeting before the technical problems occur remain valid.

Art. 14 - Independent proxy

The General Meeting of Shareholders elects one or more independent proxies. Their term of office ends at the end of the next ordinary General Meeting. Re-election is possible.
The General Meeting may dismiss the independent proxy at the end of the General Meeting.
If the independent proxy is not available, the Board of Directors shall appoint a new proxy for the period until the next Annual General Meeting. Voting instructions previously given remain valid unless a shareholder expressly instructs otherwise.
The independent proxy may be represented at the Annual General Meeting. He remains fully responsible for the fulfilment of his duties.
The independent proxy is obliged to exercise the voting rights he represents in accordance with the instructions. If he has not received any instructions, he shall abstain from voting.

b) The Board of Directors

Art. 15 - Composition, term of office

The Board of Directors consists of one or more members.
The members of the Board of Directors are elected individually by the General Meeting for a term of one year until the end of the next ordinary General Meeting. Re-election is permitted.

Art. 16 - Constitution

If the Board of Directors consists of several members, it shall constitute itself subject to the statutory provisions and elect its Vice Chairman from among its members. It shall appoint a secretary. The secretary need not be a member of the Board of Directors.
If the Chairman and the Vice Chairman resign, the Board of Directors shall appoint one of its members as Chairman ad interim for the remaining term of office.
The Board of Directors may also appoint committees from among its members to fulfil non-transferable and inalienable tasks and entrust these committees or individual members with the implementation and execution of its resolutions, the supervision of business, and special accompanying tasks.

Art. 17 - Representation

The authorisation of the members of the Board of Directors to represent the company externally is subject to the entry in the commercial regiser.

Art. 18 - Meetings, protocol

The Board of Directors shall meet at the invitation of the Chairman or at the request of a member as often as the business of the company requires, but at least four times a year.
If a member requests that a meeting be convened, he or she shall submit the request to the Chairman, stating the reasons why such a meeting should be convened. The Chairman shall convene a meeting within fourteen days of receiving the request.
Minutes shall be taken of the meeting and signed by the Chairman and the Secretary.

Art. 19 - Decision Making

The Board of Directors is quorate if at least half of its members are present.
Resolutions are passed by a majority of the votes cast. In the event of a tie, the Chairman has the casting vote.
Circular resolutions are permitted, provided no member requests an oral discussion.
No quorum is required for resolutions of the Board of Directors on adjustments and determinations in connection with changes in capital, a change of the currency of the share capital, or for resolutions concerning the subsequent payment of contributions.
The Board of Directors regulates the details in organisational regulations.

Art. 20 - Duties and powers

The Board of Directors is responsible for the overall management of the company and supervises and controls the management. It determines the organisation and issues guidelines for business policy.
The Board of Directors is authorised to conduct all business that is not reserved for another body by law or the Articles of Association. In particular, the Board of Directors has the following duties:
- Organisation of the accounting system, financial control, and financial planning, insofar as this is necessary for the management of the company.
- Appointing and dismissing the persons entrusted with the management and representation.
- Supervision of the persons entrusted with the management of the company, in particular with regard to compliance with the law, articles of association, regulations, and directives.
- Preparation of the annual report and the remuneration report as well as the preparation of the Annual General Meeting and the implementation of its resolutions.
- Notifying the judge in the event of overindebtedness.
- Resolution on the subsequent payment of contributions on shares that are not fully paid-up shares.
- Resolutions to approve capital increases and the resulting changes to the statutes.

Art. 21 - Delegation of authority

The Board of Directors may delegate the management of the company in whole or in part to a committee, to individual members, to the Executive Board, or to third parties. In this case, it shall issue organisational regulations in which the delegated tasks, the responsible bodies, and the reporting requirements are specified.

Art. 22 - Duration of employment contracts, external mandates

Employment contracts with members of the Executive Board are concluded for an indefinite period. The notice period for the Chairman and all members of the Executive Board is a maximum of 12 months.
Subject to authorisation by the Chairman of the Board of Directors, the members of the Executive Board may hold the following maximum number of mandates:
- Up to 2 mandates in listed companies;
- Up to 2 mandates in non-listed companies;
- Up to 2 mandates at the instruction of the company in companies that are not directly or indirectly controlled by the company;
- Up to 10 mandates in (i) charitable organisations, (ii) associations or organisations, and (iii) other non-profit organisations.
Mandates are deemed to be mandates in comparable functions at other companies with an economic purpose. Several mandates in different companies under uniform management each count as 1 mandate.
No numerical restriction applies to mandates in companies that are under the direct or indirect control of the company (group companies) and in companies that are not entered in the commercial register or a corresponding foreign register.

Art. 23 - Rights and duties of the members of the Board of Directors

Every member has the right, in accordance with Art. 715a of the Swiss Code of Obligations, to request information about the affairs of the company.
The Board of Directors must exercise the management of the company with due care and safeguard the interests of the company in good faith.

Art. 24 - Duration of employment contracts, additional activities

Employment contracts with members of the Board of Directors are concluded for an indefinite period. The notice period for the Chairman and all members of the Board of Directors is a maximum of 12 months.
The members of the Board of Directors may hold the following maximum number of mandates:
- Up to 5 additional mandates in listed companies;
- Up to 10 mandates in non-listed companies;
- Up to 10 mandates in (i) charitable organisations, (ii) associations or foundations, and (iii) other non-profit organisations.
Mandates are deemed to be mandates in comparable functions at other companies with a commercial purpose. Several mandates in different companies under uniform management each count as 1 mandate.
Mandates in companies that are under the direct or indirect control of the company (group companies) and in companies that are not entered in the commercial register or a corresponding foreign register are not subject to numerical restrictions.
Exceeding the above-mentioned restrictions by 1 mandate for a short period of time is permitted.

Art. 25 - Loans and credits

Loans and credits to members of the Board of Directors and the Executive Board may only be granted in justified exceptional cases. The total amount of such loans and credits may not exceed CHF 1,000,000 per member.

Art. 26 - Compensation committee

The Compensation Committee consists of at least two members of the Board of Directors.
The members of the Compensation Committee are elected by the General Meeting of Shareholders for a term of one year until the end of the next Annual General Meeting. Re-election is permitted.
The Board of Directors appoints the Chairman of the Compensation Committee from among the members and issues regulations that define the tasks of the Compensation Committee, taking into account the law and the Articles of Association.
If the Compensation Committee is not fully staffed, the Board of Directors shall appoint members of the Compensation Committee on an ad interim basis for the remaining term of office.
Subject to the powers of the General Meeting of Shareholders, the Compensation Committee has the following tasks:
- Monitoring compliance with the principles of remuneration in accordance with the law, the Articles of Association, the regulations, and the resolutions of the General Meeting regarding remuneration.
- Submitting proposals to the Board of Directors for the determination of principles, assessment criteria, and qualitative and quantitative targets for remuneration within the framework of the legal and statutory requirements.
- Calculating and submitting proposals to the Board of Directors on the achievement of the qualitative and quantitative targets for the assessment of variable remuneration.
- Proposals to the Board of Directors for the amounts of the fixed and variable remuneration for the members of the Board of Directors and the fixed and variable remuneration for the members of the Executive Board.
- Proposal to the Board of Directors for the remuneration report.
- Taking all other actions assigned to it by law, the Articles of Association, or regulations.

c) The auditors

Art. 27 - Composition, term of office

The General Meeting of Shareholders elects one or more independent auditors as auditors.
The term of office of the auditors is one year. Re-election is permitted.

Art. 28 - Responsibilities

The auditors are responsible for the tasks assigned to them by law.
The General Meeting of Shareholders may extend the duties and powers of the auditors at any time, but no tasks of the Board of Directors may be transferred to the auditors or those that compromise the independence of the auditors.

IV. REMUNERATIONS

Art. 29 - Composition of the remuneration of the Board of Directors

The members of the Board of Directors receive a fixed remuneration for their activities. The Compensation Committee may provide that they also receive variable remuneration as an option.
Supplements may be paid for membership of committees or the assumption of special tasks or assignments.
For activities in companies that are directly or indirectly controlled by the company and for activities performed in the exercise of the function as a member of the Board of Directors, the companies concerned may pay the members of the Board of Directors, provided that this remuneration is covered by the amount authorised by the General Meeting of Shareholders.
The remuneration may be paid partly in shares of the company.
The members of the Board of Directors may also be granted the option to purchase blocked shares in the company at market value (including a discount), subject to a lock-up period and its duration.
The members of the Board of Directors are also reimbursed for expenses and out-of-pocket expenses. The reimbursement of expenses and the payment of expenses are not considered remuneration.
To the extent permitted by law, the company may compensate members of the Board of Directors for disadvantages incurred in connection with proceedings, lawsuits, or settlements connected with their activities for the company, as well as advance corresponding amounts and take out insurance policies. Such compensation, advances, and insurance policies are not considered remuneration.

Art. 30 - Variable compensation of the Board of Directors

Insofar as variable remuneration is paid to the members of the Board of Directors, this is based on qualitative and quantitative targets. The assessment of the degree of target achievement is made by the Board of Directors itself.
The variable remuneration amounts to a maximum of 200% of the fixed remuneration. It can be paid in whole or in part in shares of the company.
The Board of Directors issues regulations governing the details.

Art. 31 - Approval of the compensation of the Board of Directors

The General Meeting of Shareholders shall approve with binding effect the maximum amount of fixed remuneration of the Board of Directors for the period until the next Annual General Meeting.
The General Meeting of Shareholders approves with binding effect the total amount of variable remuneration of the Board of Directors for the past financial year.
If the Annual General Meeting refuses approval, the Board of Directors may submit new proposals for approval at the same General Meeting. If the new proposals are also rejected, the Board of Directors may convene a new General Meeting.

Art. 32 - Composition of the remuneration of the Executive Board

The members of the Executive Board receive a fixed annual remuneration for their activities as well as a variable remuneration.
For activities in companies that are directly or indirectly controlled by the company, as well as for activities performed in the exercise of the function as a member of the Executive Board, the companies concerned may pay remuneration to the members of the Executive Board, provided that this remuneration is covered by the amounts authorised by the General Meeting.
The members of the Executive Board may also be granted the option to purchase blocked shares in the company at market value (including a discount, subject to a lock-up period and its duration).
The members of the Executive Board are also reimbursed for expenses and out-of-pocket expenses. The reimbursement of expenses and the payment of expenses do not count as remuneration.
To the extent permitted by law, the company may reimburse members of the Executive Board for disadvantages incurred in connection with proceedings, lawsuits, or settlements related to activities for the company, and may advance corresponding amounts and take out insurance policies. Such compensation, advances, and insurance policies are not considered remuneration.

Art. 33 - Variable compensation of the Executive Board

The variable remuneration for the members of the Executive Board is based on qualitative and quantitative targets. The degree of target achievement is assessed by the Board of Directors.
The variable remuneration amounts to a maximum of 100% of the fixed remuneration. It can be paid in whole or in part in shares of the company.
The Board of Directors issues regulations governing the details.

Art. 34 - Approval of the compensation of the Executive Board, additional amount

The General Meeting of Shareholders shall approve with binding effect the maximum total amount of fixed remuneration for the Executive Board for the next financial year.
The General Meeting of Shareholders approves with binding effect the total amount of variable remuneration for the Executive Board for the previous financial year.
If the General Meeting refuses approval, the Board of Directors may submit new proposals for approval at the same General Meeting. If the new proposals are also rejected, the Board of Directors may convene a new General Meeting.
For appointments of new members of the Executive Board that are made after approval by the Annual General Meeting, the additional amount per new member is 150% of the highest fixed remuneration paid to a member of the Executive Board in the financial year preceding the last Annual General Meeting. Approval of this additional remuneration does not need to be approved by the Annual General Meeting.

V. FINANCIAL YEAR, ACCOUNTING

Art. 35 - Financial year

The books and annual accounts shall be closed each year.
The Board of Directors shall set the financial year on a date that corresponds to the economic organisation of the company.

Art. 36 - Accounting

The company's books must be kept in accordance with established commercial principles. The balance sheet and the income statement must be prepared in compliance with the statutory provisions.
At the request of the Board of Directors, the General Meeting of Shareholders may decide to create extraordinary reserves in addition to the statutory reserves.

VI. AMENDMENT OF THE STATUTES AND LIQUIDATION

Art. 37 - Amendment of the statutes

If an amendment to the Articles of Association is proposed, the invitation to the Annual General Meeting shall include the text of the proposed amendment.

Art. 38 - Liquidation

If no special liquidators are appointed by the General Meeting that passes the liquidation resolution, the liquidation shall be carried out by the last appointed Board of Directors.

VII. PUBLICATION ORGANISATION

Art. 39 - Announcements

Convocations and notifications to shareholders shall be made by letter or electronically to the addresses recorded in the share register. If a registered shareholder changes their place of residence, they must inform the company of the new address. Until receipt of a corresponding change of address, all notices shall be sent with legal effect to the address previously entered in the share register.
The company's organ of publication is the Swiss Official Gazette of Commerce.

VIII. COURT STAND

Art. 40 - Place of jurisdiction

For the judgement of all disputes arising from the application of the Articles of Association between the company and its corporate bodies or shareholders, or between corporate bodies and shareholders, and between shareholders themselves, the ordinary courts at the company's registered office are competent.

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