5 Group Executive Board

5.1 Members of the Group Executive Board

In accordance with the Articles of Incorporation, the Group Executive Board must comprise one or more members who may not simultaneously be members of the Board of Directors of Swisscom Ltd. Temporary exceptions are only permitted in exceptional cases. Accordingly, the Board of Directors has delegated responsibility for overall executive management of Swisscom Ltd to the CEO. The CEO is entitled to delegate his powers to subordinates, in the first instance to other members of the Group Executive Board. The members of the Group Executive Board are appointed by the Board of Directors.

As at 31 December 2015, the Group Executive Board is composed of the CEO of Swisscom Ltd, the heads of the Group divisions Group Business Steering and Group Human Resources, and the heads of the divisions Residential Customers, Small and Medium-Sized Enterprises, Enterprise Customers and IT, Network & Innovation. From 2016, in addition to the CEO of Swisscom Ltd and the heads of the Group divisions Group Business Steering and Group Human Resources, the Group Executive Board will also include the heads of the new business divisions Sales & Services and Products & Marketing as well as the heads of the existing business division Enterprise Customers and the renamed business division IT, Network & Infrastructure.

An overview of the composition of the Group Executive Board as at 31 December 2015 is given in the table below. Dirk Wierzbitzki, who has joined the Group Executive Board on 1 January 2016, is also listed. Roger Wüthrich-Hasenböhler has left the Group Executive Board at this time.

5.2 Education, professional activities and affiliations

Details of career and qualifications are provided below for each member of the Group Executive Board. This section also discloses the mandates of each Group Executive Board member outside the Group as well as other significant activities such as permanent functions in important interest groups. Pursuant to the Articles of Incorporation, the members of the Group Executive Board may perform no more than one additional mandate at a listed company and no more than two additional mandates at non-listed companies, with a total of no more than two such additional mandates being permitted. Mandates performed by a member of the Group Executive Board by order of Swisscom or mandates in interest groups, charitable associations, institutions and foundations as well as employee retirement-benefit foundations are not subject to these numerical restrictions. The number of these mandates is, however, limited to ten or seven respectively. Prior to accepting new mandates outside the Swisscom Group, the members of the Group Executive Board are obligated to obtain the approval of the Chairman of the Board of Directors. Details on the regulation of external mandates, in particular the definition of the term “mandate” and information on other mandates that do not fall under the aforementioned numerical restrictions for listed and non-listed companies, are set out in the Articles of Incorporation (Article 8.3 of the Articles of Incorporation), which can be accessed on the Swisscom website under “Basic principles”.

No member of the Group Executive Board exceeds the set limits for mandates.

Urs Schaeppi

Education: Degree in engineering (Dipl. Ing. ETH) and business administration (lic. oec. HSG)

Career history: 1994–1998 plant manager at Biberist paper factory; 1998–2006 Head of Commercial Business, Swisscom Mobile Ltd; 2006–2007 CEO, Swisscom Solutions Ltd; 2007–August 2013 Head of Enterprise Customers, Swisscom (Switzerland) Ltd; since January 2013 Head of Swisscom (Switzerland) Ltd; 23 July–6 November 2013, acting CEO, Swisscom Ltd, since 7 November 2013 CEO

Since March 2006 member of the Swisscom Group Executive Board

Mandates in listed companies: –

Mandates in non-listed companies: –

Mandates by order of Swisscom: Member of the Executive Board, Association Suisse des Télécommunications (asut), Berne; member of the Advisory Board, Venture Foundation, Windisch; member of the Foundation Board, IMD International Institute for Management Development, Lausanne; member of the Foundation Council, Swiss Innovation Park Foundation, Berne, since October 2015; member of the Steering Committee, Digital Zurich 2025, Zurich, since September 2015

Mandates in interest groups, charitable associations, institutions and foundations as well as employee benefit foundations: –

Other significant activities: Member of the Board of Directors, Swiss-American Chamber of Commerce, Zurich; member of the Executive Board, Glasfasernetz Schweiz, Berne

Mario Rossi

Education: Commercial apprenticeship; Swiss Certified Public Accountant

Career history: 1998–2002 Swisscom Ltd, Head of Group Controlling; 2002–2006 Swisscom Fixnet Ltd, Chief Financial Officer (CFO); 2006–2007 Swisscom Ltd, CFO and member of the Group Executive Board; 2007–2009 Fastweb S.p.A., CFO; 2009–2012 Swisscom (Switzerland) Ltd, CFO; since January 2013 Swisscom Ltd, CFO

Since January 2013 member of the Swisscom Group Executive Board again

Mandates in listed companies: –

Mandates in non-listed companies: –

Mandates by order of Swisscom: President of the Board of Trustees, comPlan, Baden

Mandates in interest groups, charitable associations, institutions and foundations as well as employee benefit foundations: –

Other significant activities: Member of the Sanctions Committee, SIX Swiss Exchange Ltd, Zurich

Hans C. Werner

Education: PhD in business administration, Dr oec.

Career history: 1997–1999 Kantonsschule Büelrain, Winterthur, Rector; 1999–2000 Swiss Re, Head of Technical Training and Business Training; 2001 Swiss Re, Divisional Operation Officer, Reinsurance & Risk Division; 2002–2003 Swiss Re, Head of HR Corporate Centre and HR Shared Services; 2003–2007 Swiss Re, Head of Global Human Resources; 2007–2009 Schindler Aufzüge AG, Head of HR and Training; 2010–2011 Europe North and East Schindler, HR Vice President; since September 2011 Swisscom Ltd, Chief Personnel Officer (CPO)

Since September 2011 member of the Swisscom Group Executive Board

Mandates in listed companies: –

Mandates in non-listed companies: –

Mandates by order of Swisscom: Member of the Board, Swiss Employer’s Association, Zurich; member of the Board of Trustees, comPlan, Basel

Mandates in interest groups, charitable associations, institutions and foundations as well as employee benefit foundations: –

Other significant activities: Member of the Advisory Board of the International Institute of Management in Technology (iimt) at the University of Fribourg up to December 2015; President of the Institute Council and Advisory Board of iimt since January 2016

Marc Werner

Education: Technical apprenticeship with Maturity Certificate, Swiss Certified Marketing Executive; Senior Management Programme (University of St. Gallen); Senior Executive Programme at London Business School

Career history: 1997–2000 Minolta (Schweiz) AG, Head of Marketing and Sales and member of the Board of Directors; 2000–2004 Bluewin AG, Head of Marketing & Sales, member of the Executive Board; 2005–2007 Swisscom Fixnet Ltd, Head of Marketing & Sales Residential Customers; 2008–2011 Swisscom (Switzerland) Ltd, Head of Marketing & Sales Residential Customers and Deputy Head of Residential Customers; 2012–2013 Swisscom (Switzerland) Ltd, Head of Customer Service Residential Customers and Deputy Head of Residential Customers; September 2013–December 2015 Swisscom, Head of Residential Customers division; since 1 January 2016 Swisscom, Head of Sales & Services

Since January 2014 member of the Swisscom Group Executive Board

Mandates in listed companies: –

Mandates in non-listed companies: Member of the Board of Directors, Net-Metrix AG, Zurich; Member of the Executive Board, simsa – Swiss Internet Industry Association, Zurich

Mandates by order of Swisscom: Chairman of the Board of Directors of siroop AG, Zurich, since October 2015

Mandates in interest groups, charitable associations, institutions and foundations as well as employee benefit foundations: –

Other significant activities: Member of the Executive Board, Swiss Advertising Association (SW), Zurich

Roger Wüthrich-Hasenböhler

Education: Degree in electronic engineering (HTL), Executive MBA HSG

Career history: 1997–1999 Swisscom Ltd, Network Services, Head of Zurich branch; 1999–2000 Swisscom Ltd, Marketing & Sales, Sales Director Zurich SME; 2000–2005 Swisscom Mobile Ltd, Head of Business Customer Sales; 2006–2007 Swisscom Solutions Ltd, Head of Marketing & Sales; 2008–2010 Swisscom (Switzerland) Ltd, Head of Marketing and Sales, Swisscom Corporate Business, and CEO, Webcall GmbH; 2011–2013 Swisscom (Switzerland) Ltd, Head of Small and Medium-Sized Enterprises division; 2011–2012 Swisscom, member of the Group Executive Board; January 2014–December 2015 Swisscom, Head of Small and Medium-Sized Enterprises division; since 2016 Swisscom, Head of Digital Business

January 2014–December 2015 member of the Swisscom Group Executive Board

Mandates in listed companies: –

Mandates in non-listed companies: Member of the Board of Directors of Raiffeisenbank am Ricken Genossenschaft, Eschenbach

Mandates by order of Swisscom: Member of the Board of Directors of the co-­operative basecamp4hightech (bc4ht), Berne; member of the Board of Directors of InnovAARE AG, Villigen, since May 2015; member of the Executive Board of Digital Zurich 2025, Zurich, since September 2015; member of the Board of Directors of siroop AG, Zurich, since October 2015

Mandates in interest groups, charitable associations, institutions and foundations as well as employee benefit foundations: –

Other significant activities: –

Christian Petit

Education: MBA ESSEC, Cergy-Pontoise

Career history: 1993–1999 debitel France; 2000–2003 Head of Operations, Swisscom Mobile AG; 2003–2006 Head of Product Marketing, Swisscom Mobile AG; 2006–June 2007 CEO, Hospitality Services Plus SA; August 2007–December 2012 member of the Group Executive Board, Swisscom; August 2007–August 2013 Head of Residential Customers, Swisscom (Switzerland) Ltd; September 2013–December 2013 Head of Corporate Business, Swisscom (Switzerland) Ltd; January–March 2014 Head of Enterprise Solution Center, Swisscom (Switzerland) Ltd; since April 2014 Head of Enterprise Customers

Since April 2014 member of the Swisscom Group Executive Board again

Mandates in listed companies: –

Mandates in non-listed companies: –

Mandates by order of Swisscom: Member of the Board of Trustees, Stiftung IT Berufsbildung Schweiz, Berne

Mandates in interest groups, charitable associations, institutions and foundations as well as employee benefit foundations: –

Other significant activities: –

Heinz Herren

Education: Degree in electronic engineering (HTL)

Career history: 1994–2000 3Com Corporation; 2000 Inalp Networks Inc.; 2001–2005 Head of Marketing Wholesale, Swisscom Fixnet Ltd; 2005–2007 Head of Small and Medium-Sized Enterprises, Swisscom Fixnet Ltd; 2007–2010 Head of Small and Medium-Sized Enterprises, Swisscom (Switzerland) Ltd; 2011–2013 Head of Network & IT, Swisscom (Switzerland) Ltd; August 2007–December 2012 Member of the Group Executive Board, Swisscom; since January 2014 Head of IT, Network & Innovation (named IT, Network & Innovation since 2016) Swisscom

Since January 2014 member of the Swisscom Group Executive Board again

Mandates in listed companies: –

Mandates in non-listed companies: –

Mandates by order of Swisscom: Member of the Board of Directors, Belgacom International Carrier Services S.A., Brussels

Mandates in interest groups, charitable associations, institutions and foundations as well as employee benefit foundations: –

Other significant activities: –

Dirk Wierzbitzki

Education: Degree in Electrical Engineering (Dipl. Ing.)

Career history: 1994–2001 Mannesmann (now Vodafone Germany): various management roles in the area of product management; 2001–2010 Vodafone Group, 2001–2003 Vodafone Global Products and Services, Director for Innovation Management, 2003–2006 Director for Commercial Terminals, 2006–2008 Director for Consumer Internet Services and Platforms, 2008–2010 Director for Communications Services; 2010–2012 Swisscom (Switzerland) Ltd, Head of Customer Experience Design for Residential Customers; 2013–2015 Swisscom (Switzerland) Ltd, Head of Fixed-network Business & TV for Residential Customers; since January 2016 Swisscom, Head of Products & Marketing

Since January 2016 member of the Swisscom Group Executive Board

Mandates in listed companies: –

Mandates in non-listed companies: –

Mandates by order of Swisscom: Member of the Board of Directors, SoftAtHome, Paris

Mandates in interest groups, charitable associations, institutions and foundations as well as employee benefit foundations: –

Other significant activities: –

5.3 Management agreements

Neither Swisscom Ltd nor any of the Group companies included in the scope of consolidation have entered into management agreements with third parties.