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FOCUS: Corporate governance Gilbert Achermann, Chairman of the Board Ulrich Looser, Chairman of the Compensation Committee

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FOCUS: Corporate governanceGilbert Achermann, Chairman of the BoardUlrich Looser, Chairman of the Compensation Committee

Straumann Group: Continued

investment in sustained growth

2

~5,700Employees

worldwide

#1Implant

Manufacturer

Worldwide;

founded in 1954

11bnMarket Cap

180,000Customers

62 Subsidiaries

(tripled since 2012)

Active in >100

countries

~1.3bnrevenue in 2018

ROCE 2017: 42%

Board of Directors

3

G. Achermann M. Bourquin Dr. S. Burckhardt U. Looser

Dr. B. Lüthi Dr. h.c. T. Straumann R. Wallimann

Audit

Committee

Compensation

Committee

AOA Art. 4.4: No BOD member may perform more than 15 additional mandates (i.e. mandates in the highest-level

governing body of a legal entity required to be registered in the Commercial Register or in a corresponding foreign

register) in commercial enterprises, of which no more than 5 may be in listed companies.

Competence and engagement tables

4

5

“We are open to hearing the views

of our shareholders and engage in

a constructive dialogue. We want to

ensure that our shareholders

understand our reasoning and the

background for our decisions.”

Anchor shareholders ensure continuity

6

Executive Management Board

7

Marco Gadola

CEO

Dr. Peter Hackel

CFO

Peter Zihla

Digital BusinessDr. Alexander Ochsner

Global People Management

& Development

Frank Hemm

Marketing & Education

Dr. Gerhard Bauer

Operations, Research

& Development

Petra Rumpf

Dental Services

Organizations

Patrick Loh

Sales Asia/Pacific

Jens Dexheimer

Sales EuropeWolfgang Becker

Distributor & Emerging

Markets EMEA

Matthias Schupp

Sales Latin America;

Neodent CEO

Guillaume Daniellot

Sales North America

Global team growth

8 1 Including Dental Wings and ClearCorrect, consolidated as of 1 October 2017

Senior Management

Total employees

Looking back

9

Significant shareholder value creation

10

-4'000

-2'000

-

2'000

4'000

6'000

8'000

10'000

12'000

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Str

aum

ann m

ark

et cap in C

HF

Change in market cap yoy Cumulative

Historical background

11

74% of the total share capital was represented at the 2018 AGM

Straumann shareholders approved all the proposals put forward by the BOD; consent and re-

election levels in the high 90s

No discussion points (‘Wortmeldungen’) at our recent annual assemblies; shareholders did not

request additional agenda items in recent years

Only the consultative vote on non-binding received noticeable opposing votes

Voting results 2016-18 (thematic)

12

50.0%

60.0%

70.0%

80.0%

90.0%

100.0%

Appropval of theFinance Report

Consultativevote on the

CompensationReport

Appropriation ofearnings and

dividendpayment

Discharge ofBoD

Approval of thecompensation of

the Board ofDirectors

Approval of thefixed

compensation ofthe EMB

Approval of theEMB long-term

variablecompensation

Approval of theEMB short-term

variablecompensation

Straumann: Voting Results 2016-18

2018 2017 2016

Swiss market 20181

1 Source: HCM.COM

Voting results 2016-18 (people/committees)

13

50.0%

60.0%

70.0%

80.0%

90.0%

100.0%

GilbertAchermann

MoniqueBourquin

DrSebastianBurckhardt

UlrichLooser

Beat Lüthi ThomasStraumann

RegulaWallimann

MoniqueBourquin

UlrichLooser

ThomasStraumann

Re-Electionof UNAB

Re-Electionof Auditors

Election and Re-election

2018 2017 2016

Compensation

Committee

Points of criticism we hear occasionally

14

ISS: “The decision to reduce the TSR target clearly made the long-term incentive plan less challenging

and may be considered particularly questionable in light of the fact that Straumann overachieved the

previous 10 percent TSR target in all tranches granted since the plan was first introduced.

Ethos: “Ethos is concerned about the very high variable remuneration under the current remuneration

system for executives. In fact, the leverage under the LTI combined with the share price appreciation

can yield very high payouts. Ethos believes that a cap on the maximum total payout (including the

leverage and the share price appreciation) should be introduced.

ISS: ”We noted in previous analyses, the low threshold vesting level and the fact that TSR is measured

on an absolute basis, as opposed to a comparison with similar companies, may mean that PSUs could

vest despite underperformance of peers.”

ISS: “The Chairman continues to participate in the Straumann Pension plan which is a fully funded DCP.

While providing pension benefits to non-executive directors is not explicitly opposed by the Swiss Code

of Best Practice, the practice among Swiss companies is relatively rare. Under its European benchmark

voting policy, ISS does not support the grant of retirement benefits for non-executive directors.

Ethos: “We believe that the CEO’s total remuneration is also too high compared to comparable Swiss

listed companies (in terms of market capitalization, sales and employees) also when considering his

remuneration at target level.

Looking ahead

15

16

United for

global excellence

in dentistry

Our strategy is built on three strategic

priorities to:

Drive our high-

performance culture

Target unexploited markets

and segments

Become a total solution

provider in esthetic dentistry

VisionMore than creating smiles –

restoring confidence.

We want to be the partner of

choice in esthetic dentistry.

Culture̒Player-learnerʼ mindset

Core behaviors

StrategyStrategic priorities

and initiatives

WHY

HOWWHAT

CREATING VALUE FOR

OUR SHAREHOLDERS

Compensation principles

Compensation should facilitate the Group’s efforts to sustain a high-performance

culture, in addition to enabling us to recruit and retain the best talent.

We aim to reinforce the link between performance and compensation throughout

the organization by adopting a ‘Total Reward’ approach to ensure alignment with our

owners/shareholders.

‘Skin in the game’: In addition to shares allocated as part of their compensation,

each member of the Board of Directors is required to hold shares in the value of at

least two years’ total annual compensation, to demonstrate commitment to the value

creation of the Group.1

Engagement: In addition to participating in Board and Committee meetings, all

members regularly visit customers internationally, attend dental congresses and go

on field trips. All the Board members are active mentors to the EMB and have regular

one-to-one exchanges with their assigned mentees.17

1 New Board Members are expected to build up the required shareholding within two years.

What we are changing

The variable remuneration will be streamlined and simplified in 2019; we will

reduce the number of KPIs and standardize the thresholds for the STI

We will update our LTI program, all as part of our plans to reinforce and

modernize our Total Rewards program; we will move from pure absolute

measures (TSR threshold and Ebit growth) to a combined approach (TSR

threshold and relative to SMIM index).

We are also introducing minimum shareholding requirements for the member

of the Executive Board (for the CEO this is worth one year of compensation

and for the other EVPs it is 75%-85% of the annual pay)1

181 The buildup period is 5 years and all shares are considered for the requirement, i.e. Vested or unvested LTI grants (unvested LTI grants will be counted

as regular shares), Employee Share Participation Plan (ESPP) and all other privately held shares.

Overall payout scheme remains unchanged

The LTI grant for the CEO will amount

to 100% of base salary.

The resulting PSUs that are vested into

shares can be 2x the grant level

Employees with a corporate function have

100% of their STI related to company target,

while employees in commercial organizations

and production sites have a combination of

company and financial targets

At target, the maximum overachievement of

the STI compensation for the CEO and senior

management will amount to 190% and

165-180%, respectively

19

STI Performance criteria

Company Target Financial Targets

CEO 100%

EVP 40-100% 60%-0%

Director & Vice Presidents 40-100% 60%-0%

Managers & staff 20-100% 80%-0%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

CEO

other EMB

Senior Management

Other Management

Staff

Pay mix corridor

Fixed STI LTI

33% 33% 33%

90-100% 0-10%

33%

50-75% 25-30% 0-25%

Amended LTI takes proxy concerns into account and

harmonizes anchor and institutional shareholders interest

20

In 2018, we have not vested an LTI

grant due to voluntary cost

contingency measures in January

2015

As we did not want to disclose

financial mid-term guidance (for

competitive reason), we are replacing

Ebit growth (EGA) with a relative TSR

target

For the 2019 plan, the LTI

components will be 50% absolute

TSR and 50% relative TSR

Index benchmark will be the SMIM

index

Relative TSR takes proxy advisor

feedback into considerations

New LTI payout map

21

0.0

0.1

0.2

0.3

0.4

0.5

0.6

0.7

0.8

0.9

1.0

1.1

161514131211109876543210-1-2-3

Num

ber

of

share

s p

er

PS

U

Annual TSR

Absolute TSR

0.0

0.1

0.2

0.3

0.4

0.5

0.6

0.7

0.8

0.9

1.0

1.1

Num

ber

of

share

s p

er

PS

U

Annual Out/Underperformance vs. SMIM Index

Relative TSR Performance Share Units

(PSUs) are granted each

year after the AGM. Shares

are vested proportionally or

fully conditional if the

performance criteria are

fulfilled over the 3 year

vesting period.

The number of PSUs granted

is equal to the participant’s

LTI value (% of total

compensation) divided by the

value of one PSU.

rTsr will reach its upper cap

(i.e. 200% or 1 PSU) if STMN

outperforms the SMIM index

by 25%-points over the 3

year vesting period.

1 Relative and absolute TSR are measured using the 3y CAGR.

Upcoming events

22

• Full-year results 2018:

19 February 2019

• Annual General Meeting 2019:

05 April 2019

• Ex date:

09 April 2019

• Payment date:

11 April 2019

490.4

44/e

n/C

/00 0

6/1

8

Thank you