Oculis Holding AG

Item 4.07: Elect Riad Sherif

Folketrygdfondet opposes the election of the CEO to the board of directors as a matter of principle. One of the board’s main tasks is the supervision of company management, which includes appointment and dismissal of the CEO. Folketrygdfondet considers that board members can only supervise company management adequately if they are not recruited from among management. For this reason, we voted against this item.

Item 8.02: Board Compensation

We voted against this nomination for similar reasons, as the nominee is also involved in related-party consultancy arrangements with the company. These arrangements raise concerns about conflicts of interest and board independence, particularly where directors may have financial ties to the company outside their board role. We are not satisfied that adequate safeguards are in place to ensure arm’s-length pricing, independent procurement of services, and the absence of director influence in the selection process. Accordingly, we do not consider the nominee to meet our standards for independence.

Item 10.00: Compensation Report

Folketrygdfondet voted against the compensation report due to concerns regarding insufficient disclosure and weak remuneration design. Key performance metrics for short-term incentives are not disclosed, long-term incentive plans lack clear limits, and there is limited transparency around the basis for executive pay changes. In addition, the absence of clearly defined performance conditions for incentive plans weakens the pay-for-performance alignment and increases reliance on discretionary decision-making.

Item 10.00: Increase in Conditional Share Capital for Employee Benefit Plans 

Folketrygdfondet voted against this proposal due to concerns over potential excessive dilution of existing shareholders. The proposed increase in conditional share capital for employee benefit plans provides broad flexibility for equity issuance, which may materially dilute shareholder value if not sufficiently constrained. We expect stronger safeguards, clearer limits, and tighter alignment with long-term value creation.