33 10th 1.2. MAIN SHAREHOLDERS CA Indosuez (Switzerland) SA is 100% owned by CA Indosuez, the parent company that unites the various wealth management entities of Crédit Agricole Group on the international level. CA Indosuez is 100% owned by Crédit Agricole Corporate and Investment Bank (“CACIB”), the arm of Crédit Agricole Group responsible for capital markets and corporate and investment banking. Crédit Agricole Corporate and Investment Bank is in turn owned 97.77% by Crédit Agricole SA (97.33% directly and 0.44% indirectly via its fully owned direct subsidiary), a mutualist and cooperative company that is owned by its cooperative shareholders and, for the portion of its capital available to the public, by its shareholders. Thirty-nine Regional Banks together own, via SAS Rue La Boétie, the majority of the share capital (56.76 %) and voting rights (57.11%) of Crédit Agricole SA, which is thus protected from takeover bids. The cooperative Regional Banks deliberate the Group’s major strategies within the Fédération Nationale du Crédit Agricole. The majority of the share capital of the 39 Regional Banks is held by 2,401 local banks. The share capital of the local banks, in turn, is owned by 11.5 million cooperative shareholders. Free float shares represent 43.24% of Crédit Agricole SA’s share capital. The Regional Banks together own, via SAS Rue La Boétie, the majority of the share capital of Crédit Agricole SA who coordinates, together with its subsidiaries dedicated to different business lines, the strategies of such business lines in France and abroad. There are no pending agreements whose future implementation could result in the takeover of CA Indosuez (Switzerland) SA by a third party outside the Crédit Agricole Group. 1.3. CROSS-HOLDINGS No cross-shareholding interest exceeds 5 % of the total voting rights or share capital of CA Indosuez (Switzerland) SA. 2. BOARD OF DIRECTORS 2.1. GENERAL INFORMATION The Board of Directors of CA Indosuez (Switzerland) SA consists of 10 members as of December 31, 2022, appointed at the General Shareholders’ Meeting. The General Shareholders’ Meeting decides, at least triennially, upon the composition of the Board of Directors. The members are appointed for a duration of three years maximum, renewable. Unless otherwise indicated, current directorship of the Board of Directors will expire at the end of the 2024 Ordinary General Meeting. Mr. Giovanni Barone resigned from the Board of Directors at the end of the June 24th 2022 meeting. The Board of Directors reiterates its thanks to him for his contribution and his commitment. One of the Vice-Chairmen is a Swiss resident. None of the members are of the operational management of the Bank. The majority of the members do not currently hold any directorships at Crédit Agricole Group companies and have not done so in the past two years, nor do they maintain close business relations with any of these companies. The composition of the Board of Directors and its committees reflects the governance framework of the Crédit Agricole Group, which, in the case of some subsidiaries, allows the participation of Chairmen or Chief Executive Officers of member companies. Board members are appointed based on their integrity and skills. These are assessed in the light of their background, knowledge and experience. The suitability of Board members is assessed on an individual and collective basis with a view to ensuring a diverse range of talents, complementary profiles and balance. As a whole, the Board of Directors must possess the necessary skills in their key areas of responsibility. Gender representation is also taken into account, as well as an age limit as a percentage of the number of members. The number of mandates or functions per Director is not limited but Directors are required to ensure that the resulting office leaves them sufficiently available. The composition requirements also respect the requirements established by law and FINMA directives. The Board of Directors has two specialised committees: the Audit and Risk Committee and the Compensation Committee. CRÉDIT AGRICOLE GROUP: LARGEST BANKING GROUP IN THE WORLD* *The Banker, July 2022
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