2.3Earnings per Share

Earnings per Share (“EPS”) have been calculated on the basis of the net result attributable to shareholders of the Company, and the weighted average number of outstanding shares (issued shares less treasury shares):

For the years presented, the Group reported a loss attributable to shareholders; accordingly, all potential ordinary shares were anti-dilutive and are excluded from diluted EPS, resulting in diluted EPS being equal to basic EPS.

Potential and Contingently Issuable Ordinary Shares

Two categories of instruments were identified that could give rise to ordinary shares in the future:

Convertible Term Facility Agreement

In March 2021, the Company entered into a CHF 475.0m convertible term facility with Zeppelin Asset Holding Ltd and Esta Investments Pte Ltd, both related parties of the Group. The facility bears interest at 12.5% per annum and may be converted into ordinary shares of the Company under certain circumstances, including upon the occurrence of a qualified listing or other events defined in the agreement. The number of conversion shares is determined by dividing the amount of the outstanding loan (including any accrued interest attributable thereto) by the conversion price which falls within the range of a fair market price per share as set forth in a fairness opinion from an independent financial adviser or corresponds to the transaction price in case of Initial Public Offering ("IPO"), change of control or disposal.

On June 10, 2025, the facility agreement was amended and restated. Under the amended terms, the maturity of the facility occurs 30 days after the earlier of (i) the last termination date of the Group’s senior facilities or (ii) the date on which the senior liabilities have been discharged in full. For the purpose of this agreement, the Group’s senior facilities comprise the Term Loan B and the revolving credit facility entered into as part of the refinancing completed in June 2025, as further described in Note 4.4.

For the year ended December 31, 2025, 2024 and 2023, these potential shares were anti-dilutive and therefore excluded from the calculation of diluted EPS.

Phantom Units (Management Incentive Plan)

Under the management incentive plan, certain members of the management hold Phantom Units that may be settled in listed shares of the Company upon the occurrence of an IPO event. As at the reporting date, the IPO event had not occurred, and the shares were contingently issuable. Accordingly, they were not included in diluted earnings per share for 2025, 2024 and 2023, as they were anti-dilutive.