As filed with the Securities and Exchange Commission on February 28, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report__________

Commission file number 001-42394

Sunrise Communications AG

(Exact name of Registrant as Specified in Its Charter)

N/A	Switzerland
(Translation of Registrant’s Name into English)	(Jurisdiction of Incorporation or Organization)

Thurgauerstrasse 101b, 8152 Glattpark (Opfikon), Switzerland

(Address of Principal Executive Offices)

Marcel Huber

General Counsel & Chief Corporate Affairs Officer, Sunrise Communications AG

Thurgauerstrasse 101b, 8152 Glattpark (Opfikon), Switzerland Tel.: +41 58 777 76 66 Email: investor.relations@sunrise.net

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
American Depositary Shares each representing one Class A common share, nominal value CHF 0.1 per share (Namenaktien)	SNRE	The Nasdaq Stock Market LLC (Nasdaq Global Select Market
Class A common shares, nominal value CHF 0.1 per share (Namenaktien)		The Nasdaq Stock Market LLC (Nasdaq Global Select Market*

* Not for trading but only in connection with the registration of American Depositary Shares representing such Class A common shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 69,759,702 Class A Common Shares (Namenaktien) 25,977,316 Class B Shares with Privileged Voting Rights (Stimmrechtsaktien)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after 5 April 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Table of Contents

INTRODUCTION	4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	6
Part I	7
Item 1. Identity of Directors, Senior Management and Advisers	7
Item 2. Offer Statistics and Expected Timetable	8
Item 3. Key Information	9
3.A [Reserved]	9
3.B Capitalization and indebtedness	9
3.C Reasons for the offer and use of proceeds	9
3.D Risk factors	9
Item 4. Information on the Company	39
4.A History and development of Sunrise	39
4.B Business overview	39
4.C Organizational structure	39
4.D Property, plants and equipment	39
Item 4A. Unresolved Staff Comments	41
Item 5. Operating and Financial Review and Prospects	42
5.A Operating results	42
5.B Liquidity and capital resources	42
5.C Research and development	42
5.D Trend information	42
5.E Critical accounting estimates	42
Item 6. Directors, Senior Management and Employees	43
6.A Directors and senior management	43
6.C. Board Practices	50
6.D Employees	51
6.E Share ownership	52
6.F Disclosure of a registrant’s action to recover erroneously awarded compensation	52
Item 7. Major Shareholders and Related Party Transactions	53
7.A Major shareholders	53
7.B Related party transactions	55
7.C Interests of experts and counsel	56
Item 8. Financial Information	57
8.A Consolidated statements and other financial information	57
8.B Significant changes	57
Item 9. The Offer and Listing	58
9.A Offer and listing details	58
9.B Plan of distribution	58
9.C Markets	58
9.D Selling shareholders	58
9.E Dilution	58
9.F Expenses of the issue	58
Item 10. Additional Information	59
10.A Share capital	59
10.B Memorandum and articles of association	59
10.C Material contracts	59
10.D Exchange controls	62
10.E Taxation	62
10.F Dividends and paying agents	69
10.H Documents on display	69
10.I Subsidiary information	69
10.J Annual Report to Security Holders	69
Item 11. Quantitative and Qualitative Disclosures About Market Risk	70
---	---
Item 12. Description of Securities Other than Equity Securities	71
12.A Debt securities	71
12.B Warrants and rights	71
12.C Other securities	71
12.D American Depositary Shares	71
PART II	74
Item 13. Defaults, Dividend Arrearages and Delinquencies	74
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds	75
Item 15. Controls and Procedures	76
Item 16A. Audit Committee Financial Expert	77
Item 16B. Code of Ethics	78
Item 16C. Principal Accountant Fees and Services	79
Item 16D. Exemptions from the Listing Standards for Audit Committees	80
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	81
Item 16F. Change in Registrant’s Certifying Accountant	82
Item 16G. Corporate Governance	83
Item 16H. Mine Safety Disclosure	84
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	85
Item 16J. Insider Trading Policies	86
Item 16K. Cybersecurity	87
Part III	89
Item 17. Financial Statements	89
Item 18. Financial Statements	90
Item 19. Exhibits	139

INTRODUCTION

Unless otherwise indicated or the context otherwise requires, all references in this Annual Report on Form 20-F to the terms “Sunrise,” “Sunrise Communications AG,” “Sunrise Communications Group AG,” “Sunrise GmbH,” “Sunrise HoldCo V B.V.,” “the company,” the “Sunrise group” “we,” “us” and “our” refer to Sunrise Communications AG together with its subsidiaries.

Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), certain information for this Annual Report on Form 20-F set out herein is being incorporated by reference from the Sunrise Communications AG statutory Annual Report 2024 (the “Annual Report 2024”), as specified elsewhere in this Annual Report on Form 20-F (with the exception of the items and pages so specified, the Annual Report 2024 is not deemed to be filed as part of this Annual Report on Form 20-F). Therefore, the information in this Annual Report on Form 20-F should be read in conjunction with the Annual Report 2024 (see Exhibit 15.1). References in the Annual Report 2024 to “audited” information performed by the Company’s external auditor in accordance with local applicable law does not form part of the “Report of Independent Registered Public Accounting Firm” in Item 18 herein. For the avoidance of doubt, the references to the independent limited assurance using the assurance standards ISAE 3000 (Revised), for the Sustainability Information in the Sustainability Report for the year 2024 in the Annual Report 2024 included as exhibit 15.1 do not form part of, and are not incorporated into, this Annual Report on Form 20-F.

Sunrise uses its trademarks in this Annual Report on Form 20-F as well as trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this Annual Report on Form 20-F appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that Sunrise will not assert, to the fullest extent under applicable law, its rights or that the applicable owner will not assert its rights, to these trademarks and tradenames.

The Sunrise Class A Common Shares are listed in Switzerland on the SIX Swiss Exchange (the “SIX”) under the symbol “SUNN.” The Sunrise Class A ADSs are traded on the Nasdaq Global Select Market under the symbol “SNRE.”

Sunrise's reporting currency is the Swiss franc. The exchange rate between the Swiss franc and the U.S. dollar as of 31 December 2024 was USD 1.101625 per CHF 1.0. Sunrise presents its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) Accounting Standards, as issued by the International Accounting Standards Board, or IASB.

The terms “dollar,” “USD” or “$” refer to U.S. dollars and the terms “Swiss francs” or “CHF” refer to the legal currency of Switzerland.

The following definitions apply throughout this Annual Report on 20-F, unless otherwise indicated or as context otherwise requires.

Terms Related to Sunrise’s Business and Shares
“Executive Committee”	the members of the executive committee of Sunrise
“Liberty Global”	Liberty Global Ltd., a Bermuda exempted company limited by shares
“Liberty Group”	the Liberty Global group of companies
“spin-off”	the series of transactions that closed on 8 November 2024 that resulted in the spin-off of the Sunrise Business from the Liberty Group to Sunrise
“Sunrise ADSs”	Sunrise Class A ADSs and Sunrise Class B ADSs, collectively
“Sunrise Board”	the board of directors of Sunrise
“Sunrise Business”	the Swiss telecommunications operations that were spun off to Sunrise by Liberty Global
“Sunrise Class A ADSs”	American depositary shares representing the Sunrise Class A Common Shares
“Sunrise Class B ADSs”	American depositary shares representing the Sunrise Class B Shares
“Sunrise Class A Common Shares”	Class A common shares of Sunrise, par value CHF 0.10 per share
“Sunrise Class B Shares”	Class B shares with privileged voting rights of Sunrise, par value CHF 0.01 per share
“Sunrise Director”	a member of the Sunrise Board
“Sunrise Shares”	the Sunrise Class A Common Shares and Sunrise Class B Shares, collectively
“Sunrise-UPC transaction”	the acquisition of Sunrise by Liberty Global through the settlement of an all-cash public tender offer to acquire all of the then-publicly held shares of Sunrise
“UPC”	UPC Schweiz GmbH
Terms Related to Sunrise’s Industry
“5G SA”	5G Standalone
“ARPU”	average revenue per unit, calculated as the average monthly subscription revenue per average number of fixed customer relationships or mobile subscribers, as applicable
“CPE”	customer premises equipment
“DaaS”	device-as-a-service
“HFC network”	hybrid fibre coaxial network
“IPTV”	Internet Protocol Television
“MVNO”	mobile virtual network operator
“NPS”	Net Promoter Score
“OTT services”	over-the-top telecommunications services delivered over the internet

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information set forth in this Annual Report on Form 20-F, and in the items and pages so specified as incorporated herein by reference to the Annual Report 2024, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than present and historical facts and conditions contained in this Annual Report on Form 20-F, including statements regarding our future results of operations and financial positions, business strategy, plans and our objectives for future operations, are forward-looking statements. When used in this Annual Report on Form 20-F, the words “anticipate,” “believe,” “continue” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “ongoing,” “objective,” “plan,” “potential,” “predict,” “should,” “will” and “would,” or the negative of these and similar expressions identify forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including, among others, those related to:

•our substantial indebtedness and the potential effect on our ability to execute our business strategy;

•the significant amount of cash we may need to meet our obligations under our indebtedness;

•the expenditures required to renew the portion of our spectrum expiring in 2028;

•the impact of a decline in ARPU in our mobile and fixed networks on our business, revenues, earnings and cash flows if we fail to expand our subscriber base to offset ARPU declines;

•price erosion in the telecommunications industry;

•our dependence on our agreement with Swiss Towers AG for access to the majority of our mobile antenna sites and passive mobile infrastructure;

•the lack of ownership of all our network infrastructure and equipment or the land on which it is constructed;

•reputational risks and impairment our brands are subject to;

•damage and disruptions to our network infrastructure and IT systems;

•customer churn and its impact on our revenues and cash flows;

•our reliance on third-party suppliers for certain of our products and services;

•changes in, or failure or inability to comply with, government regulations and legislation in Switzerland and adverse outcomes from regulatory proceedings;

•our ability to anticipate, protect against, mitigate and contain loss of our and our customers’ data as a result of cyber attacks on us;

•the leakage of sensitive customer or company data or the failure to comply with applicable data protection laws, regulations and rules;

•potential operational impacts if Liberty Global is unable for any reason to effectively provide services to us pursuant to our services arrangements with Liberty Global, or if we are unable to adequately, timely and cost-effectively replace such services once such arrangements expire; and

•other risks and uncertainties, including those listed in this section of this Annual Report on Form 20-F titled “Item 3.D—Risk Factors.”

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

3.A [Reserved]

3.B Capitalization and indebtedness

Not applicable.

3.C Reasons for the offer and use of proceeds

Not applicable.

3.D Risk factors

Our business faces significant risks. You should carefully consider all of the information set forth in this Annual Report on Form 20-F and in our other filings with the United States Securities and Exchange Commission (the “SEC"), including the following risk factors which we face, and which are faced by our industry. Other risks and uncertainties that we do not presently consider material, or of which we may not be presently aware, may become important factors that affect our business, revenues, earnings and cash flows. Our business, revenues, earnings and cash flows could be materially adversely affected by any of these risks. This report also contains forward-looking statements that involve risks and uncertainties. Our results could materially differ from those anticipated in these forward-looking statements, as a result of certain factors including the risks described below and elsewhere in this Annual Report on Form 20-F and our other SEC filings. See “SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS” above.

Risks Relating to Sunrise’s Indebtedness

Sunrise has substantial indebtedness that may have a material adverse effect on its ability to execute its business strategy.

Sunrise has a substantial amount of indebtedness. The level of Sunrise’s indebtedness could have important consequences, including: requiring a substantial portion of Sunrise’s cash flow from operations to be dedicated to the payment of interest and principal on existing indebtedness, thereby reducing the funds available for other purposes, including the payment of dividends; potentially impairing Sunrise’s ability to obtain additional financing in the future for working capital, capital expenditures, product development, acquisitions or general corporate purposes; potentially limiting Sunrise’s flexibility in planning for, or reacting to, changes in its business, competitive environment and the industry in which it operates; potentially placing Sunrise at a competitive disadvantage as compared to competitors that are not as highly leveraged; and potentially making Sunrise vulnerable in the event of a downturn in general economic conditions or adverse developments in its business.

Although Sunrise reduced its leverage in connection with the spin-off, such deleveraging may not be sustained and Sunrise’s leverage may increase to or above current levels at any time in the future.

Sunrise will require a significant amount of cash to meet its obligations under its indebtedness and fund other liquidity needs, which it may not be able to generate or raise on acceptable terms or at all.

Sunrise’s third-party debt obligations excluding Vendor Financing outstanding as of 4 February 2025 will mature between 2028 and 2032. Sunrise’s ability to pay principal or interest when due will depend on its future performance and ability to generate cash, which is subject to general economic, financial, competitive, legislative, legal, regulatory and other factors discussed herein, many of which are beyond Sunrise’s control.

If Sunrise does not have sufficient cash flows from operations or other capital resources to pay its indebtedness at maturity, it may be required to refinance that indebtedness. It may also need to incur additional indebtedness or raise equity capital if it is unable to fund its other liquidity needs. The type, timing and terms of any

future financing will depend on Sunrise’s cash needs and the prevailing conditions in the credit and financial markets, and such future financing may not be available on acceptable terms or at all. Debt financing, if available, may involve agreements that include covenants further limiting or restricting Sunrise’s ability to take specific actions, such as incurring additional debt, providing security, making capital expenditures, conducting share repurchases or declaring dividends. Such restrictions could adversely impact Sunrise’s ability to, among other things, conduct its operations, obtain additional financing, execute its business plan or pay dividends. To the extent that Sunrise raises additional capital through the sale of equity or convertible debt, shareholder ownership interest may be diluted.

If Sunrise is unable to repay or refinance all or a portion of its indebtedness as it comes due or to raise capital required to fund its other liquidity needs on terms acceptable to it, it may be forced to, among other things, sell assets, delay business projects or forego market opportunities.

Sunrise’s business requires significant ongoing investments. The amount of required investment may fluctuate from period to period and increase above historical levels or current estimates but may not generate a positive return.

Sunrise has historically had to, and expects to continue to have to, incur significant capital and other expenditures, including for, among other things, the continued expansion, maintenance and improvement of its mobile and fixed network infrastructure. For example, to maintain its level of service to its mobile customers, Sunrise may be required to make additional investments to expand its 4G active mobile infrastructure (consisting of network equipment that is embedded in passive tower infrastructure) if it is unable to move data traffic on its mobile network from 4G to 5G at the expected rate or at all. Sunrise may be unable to do so if, among other things, Sunrise’s existing and new mobile service subscribers choose not to subscribe for or use 5G services because their mobile devices are not compatible with 5G technology, due to limitations of 5G connectivity indoors or for any other reason.

In addition, to maintain and improve its competitive position in the mobile market, Sunrise expects to continue to incur capital expenditures to complete the rollout of 5G and 5G Standalone (“5G SA”) active mobile infrastructure in its network. Sunrise may not be able to complete such rollout during the estimated time frame or at the estimated cost and the amount of associated expenditures may therefore fluctuate from period to period and be higher than currently expected. Significant investments may also be required to enhance Sunrise’s product and service offerings, improve customer experience and provide upgraded customer premises equipment (“CPE”) to Sunrise’s customers.

Sunrise may also be required to undertake unplanned infrastructure maintenance, construction or upgrades and other expenses necessitated by factors beyond Sunrise’s control, including those described elsewhere herein. For example, if a proposed revision to the Telecommunications Services Ordinance (Verordnung über Fernmeldedienste of 2007, as amended) (the “Telecommunications Services Ordinance”) is implemented, Sunrise may be required to supplement its networks with batteries and diesel emergency power generators at its own expense by 2030 (for emergency services) to 2033 (for other services) to enable operations in connection with cyclical power cuts and longer regional outages. Sunrise may also be required, under the Telecommunications Services Ordinance, to undertake significant expenditures to replace CPE it provided to its customers if such CPE poses a security risk which cannot be addressed by other means. If requested by Swisscom, Sunrise and other telecommunications services providers may be required to contribute to certain of Swisscom’s costs associated with providing universal services in proportion to their respective gross revenues.

As a result of all of these uncertainties, although Sunrise targets a reduction in its property and equipment additions as a percentage of revenue in the medium term due to a reduction in planned investments, there can be no assurance that such a reduction will in fact be achieved.

While Sunrise’s future investments into its business may be substantial, there can be no assurance that any such investments will generate positive returns in the anticipated amounts, on the anticipated timeline or at all. Sunrise may be unable to generate a positive return on investment if, among other things, it does not maintain or

expand its subscriber base to a level that justifies its investments, if customers do not respond to Sunrise’s services, products, network improvements and other initiatives as favorably as expected or prefer competitors’ services over Sunrise’s despite Sunrise’s investments, or if the actual cost of Sunrise’s investments is higher than its initial estimates, whether due to ineffective estimate methodology, inflation, unforeseen events or otherwise.

Sunrise is, and will continue to be, subject to restrictive debt covenants.

Subject to applicable exceptions and qualifications, the indentures and the facilities agreements governing Sunrise’s outstanding indebtedness restrict, and the finance documents under which Sunrise may incur any additional indebtedness may restrict, among other things, Sunrise’s ability to: incur or guarantee additional indebtedness; create or incur certain liens; make certain payments, including dividends or other distributions to its shareholders; make certain investments; create encumbrances or restrictions on the payment of dividends or other distributions, loans or advances to and on the transfer of assets to or by Sunrise’s subsidiaries; sell, lease or transfer certain assets, including stock of restricted subsidiaries; engage in certain transactions with affiliates; consolidate or merge with other entities; and create certain security interests over Sunrise’s assets.

The Sunrise Facilities Agreement described elsewhere in this Annual Report on Form 20-F also provides that if on the last day of each fiscal quarter, the aggregate net indebtedness under the revolving and certain ancillary facilities, less cash of the Borrower Group (as defined in the Sunrise Facilities Agreement), exceeds 40% of the aggregate of the relevant revolving facility commitment, then the ratio of senior net debt to annualized EBITDA (each as defined in the Sunrise Facilities Agreement) of the borrower on such day may not exceed 4.75:1. Sunrise’s ability to meet this and other financial covenants may be affected by adverse economic, competitive or regulatory developments and other events beyond its control, and there can be no assurance that these financial covenants will be met.

The foregoing covenants could limit Sunrise’s ability to finance its future operations and capital needs and pursue business opportunities and activities that may be in its interest and non-compliance by Sunrise with any such covenant may constitute an event of default under the respective debt instrument.

Upon the occurrence of an event of default under Sunrise’s debt instruments, subject to applicable cure periods and other limitations on acceleration or enforcement, the relevant creditors could elect to declare all amounts outstanding immediately due and payable and, in the case of indebtedness under credit facilities, cancel the availability of the facilities. In addition, any default under a finance document could lead to an event of default and acceleration under other debt instruments that contain cross- default or cross-acceleration provisions. If Sunrise’s creditors accelerate the payment of all or a significant part of Sunrise’s indebtedness, Sunrise’s assets may not be sufficient to repay accelerated indebtedness in full and satisfy all other liabilities as they become due. If Sunrise is unable to repay those amounts, Sunrise’s creditors could proceed against any collateral granted to them to secure repayment of those amounts.

See “Item 5. Operating and Financial Review and Prospects” and “Item 18. Financial Statements—Note 23. Borrowing” for more information about Sunrise’s indebtedness outstanding as of 31 December 2024.

Sunrise may not freely access the cash of its operating companies.

Sunrise’s operations are conducted through its subsidiaries. Sunrise’s current sources of corporate liquidity include cash and cash equivalents, as well as interest income received on its cash and cash equivalents. From time to time, Sunrise also receives (i) proceeds in the form of distributions or loan repayments from its subsidiaries or affiliates, (ii) proceeds upon the disposition of investments and other assets and (iii) proceeds in connection with the incurrence of debt or the issuance of equity securities. The ability of Sunrise’s operating subsidiaries to pay dividends or to make other payments or distributions to Sunrise depends on their individual operating results and any statutory, regulatory or contractual restrictions to which they may be or may become subject and, in some cases, Sunrise’s receipt of such payments or distributions may be limited due to tax considerations or the presence of noncontrolling interests. Most of Sunrise’s operating subsidiaries are subject to credit agreements or indentures that restrict sales of assets and prohibit or limit the payment of dividends or the making of distributions, loans or

advances to shareholders, including Sunrise. In addition, because these subsidiaries are separate and distinct legal entities they have no obligation to provide Sunrise funds for payment obligations, whether by dividends, distributions, loans or other payments. If Sunrise’s operating subsidiaries are for any reason unable to pay dividends or make other payments or distributions to Sunrise, this would have a material adverse effect on Sunrise’s liquidity and, as a result, its ability to operate its business and pay dividends to its shareholders.

Certain of Sunrise’s borrowings bear interest at floating rates or are tied to Sunrise meeting certain ESG requirements.

Sunrise is exposed to the risk of fluctuations in interest rates, primarily through its credit facilities, which are indexed to Euro Interbank Offer Rate, Term Secured Overnight Financing Rate, Sterling Overnight Index Average, Swiss Average Rate Overnight or other base rates, and such exposure may increase to the extent that Sunrise incurs additional floating rate indebtedness. Approximately 52% of Sunrise’s indebtedness outstanding as of 31 December 2024 was subject to floating interest rates.

Although Sunrise entered into, and may in the future continue to enter into, hedging arrangements designed to fix interest rates on substantially all of its floating rate indebtedness, there can be no assurance that hedging will continue to be available on commercially reasonable terms or at all. Hedging itself carries certain risks, including the risk associated with default by the counterparty to the hedging transaction and the risk that Sunrise may need to pay a significant amount (including costs) to terminate any hedging arrangements. If interest rates were to rise significantly and Sunrise’s hedging instruments were not for any reason effective at offsetting rate increases, Sunrise’s interest expense would correspondingly increase, thus reducing cash flows that Sunrise has available to use for other purposes, including capital expenditures and dividends, and exacerbating the other risks described herein associated with its high levels of indebtedness.

In addition, the interest rate on certain of Sunrise’s outstanding indebtedness is subject, and the interest rate on any future indebtedness may be subject, to increase if Sunrise fails to publish certain environmental, social and governance (“ESG”) and sustainability reports, or to meet certain ESG targets, and to decrease if Sunrise exceeds certain targets. Sunrise may fail to timely publish ESG reports or meet targets set forth therein for a number of reasons, some of which may be beyond its control. The reasons it might fail to meet ESG targets include, among others, prohibitively high cost of necessary investments, adverse regulatory developments, unavailability of required technologies, resources or supplies or deficiencies in initial target-setting methodology. Even if Sunrise meets ESG targets and does not therefore incur an increase in interest on certain of its indebtedness, for reasons including the foregoing, there can be no assurance that Sunrise would be able to exceed ESG targets and obtain a decrease in its interest rates.

For more information about Sunrise’s indebtedness and interest rate hedging arrangements and ESG-related provisions, see “Item 5. Operating and Financial Review and Prospects,” “Item 18. Financial Statements—Note 23. Borrowings” and “Item 18. Financial Statements—Note 24. Financial Instruments & Risk.”

Exchange rate fluctuations could adversely affect Sunrise’s financial results because a substantial portion of its indebtedness is denominated in euros and U.S. dollars, while its cash flows are generated in Swiss francs.

A substantial portion of Sunrise’s indebtedness is denominated in euros and U.S. dollars, even though substantially all of Sunrise’s operating cash flow is generated in Swiss francs, which exposes Sunrise to risks associated with currency exchange rate fluctuations. Such exposure may increase to the extent that Sunrise incurs additional indebtedness denominated in currencies other than the Swiss franc. In order to manage the negative impact of a reduction in the value of the Swiss franc relative to euro and the U.S. dollars on its financial profile, Sunrise has entered into, and may in the future continue to enter into, currency swaps in respect of all such euro-and U.S. dollar-denominated indebtedness. Currency swaps themselves carry certain risks, including default by the counterparty to the swap transaction and the risk that Sunrise may need to pay a significant amount (including costs) to terminate any currency swap arrangements. If Sunrise is not able to enter into currency swap arrangements to the extent necessary and on commercially reasonable terms, Sunrise’s exchange rate risk could be significantly exacerbated. Any appreciation of the Swiss franc against the euro or the U.S. dollar, which has occurred historically,

A downgrade, suspension or withdrawal of any rating assigned to Sunrise or to its debt securities by a rating agency could cause the cost of Sunrise’s indebtedness to increase.

Actual or anticipated changes in the credit ratings assigned to Sunrise or its debt securities could affect the trading price of Sunrise’s debt and equity securities. Credit ratings may be revised or withdrawn at any time by the issuing organization in its sole discretion and credit rating agencies continually review their ratings for the companies that they follow. The credit rating agencies also evaluate the industries in which companies they follow operate and may change their credit rating for such companies based on industry outlook. Accordingly, if a credit rating agency downgrades its outlook on the Swiss telecommunications industry generally, this may lead to a downgrade of its credit rating of Sunrise or its debt securities. A downgrade, withdrawal or the announcement of a possible downgrade or withdrawal in the ratings assigned to Sunrise or its debt securities, or any perceived decrease in Sunrise’s creditworthiness could cause the trading price of Sunrise Class A Common Shares to decline significantly.

Risks Relating to Sunrise’s Financial Position

Sunrise has no recent history of operating as a separate, publicly-traded company, such that its recent historical financial information may not be a reliable indicator of its future results.

Sunrise’s financial results previously were included within the consolidated results of Liberty Global, and Sunrise believes its reporting and control systems were appropriate for those of subsidiaries of a public company. However, following the spin-off, Sunrise has additional compliance requirements, demands of management and may be unable to achieve some or all of the anticipated benefits from the spin-off.

Until the spin-off on 8 November 2024, Sunrise was not directly subject to the reporting and other requirements of the Exchange Act or the reporting or other requirements to which Swiss listed companies are subject. As an independent public company, Sunrise is, among other things, independently responsible for compliance with the requirements to which Swiss listed companies are subject as well as the Exchange Act. The legal and practical requirements associated with operating as an independent public company place significant demands on Sunrise’s management, administrative, financial, legal, accounting and operational resources. Such requirements and their associated costs will be especially elevated until Sunrise is able to cease reporting under the Exchange Act in accordance with the rules that permit termination of Exchange Act reporting obligations for eligible companies. Sunrise has incurred, and expects to incur in the future, additional annual expenses related to these activities, and those expenses may be significant and could adversely affect its cash flow and results of operations.

It is worth noting that if Sunrise were to lose its foreign private issuer status, the compliance requirements under the Exchange Act would become more extensive, onerous and require changes to corporate governance practices. The associated additional legal and financial compliance costs would be significantly higher.

Sunrise may be unable to achieve the anticipated benefits expected to result from the spin-off, or such benefits may be delayed, may be less than anticipated or may never occur at all. Sunrise may not achieve these or other anticipated benefits for a variety of reasons, some of which are beyond its control, including, among others, volatility in the world financial markets, the diversion of management attention from operating and growing Sunrise’s business and litigation or other legal proceedings which may result from the spin-off. In addition, the anticipated benefits of the spin-off may be partially or fully offset by loss of synergies between Liberty Global and Sunrise resulting from the spin-off. These could be material to Sunrise and are not reflected in Sunrise’s historical financial statements.

As a result, Sunrise’s historical financial information is not necessarily representative of the results that it is achieving as a separate, publicly-traded company and may not be a reliable indicator of its future results.

The expenditures required to renew the portion of Sunrise’s spectrum expiring in 2028 are uncertain but may be significant.

Approximately 54% of Sunrise’s spectrum expires in 2028. In its sole discretion, the Swiss Federal Communications Commission (“ComCom”) may either hold a new spectrum auction, a criteria-based allocation or renew the spectrum expiring in 2028 that is currently held by Swiss telecommunications services providers, including Sunrise, at a price determined by ComCom without an auction (direct allocation). In all three scenarios, the cash expenditure required to renew this portion of its spectrum could be significant.

ComCom has communicated that frequency bands will be allocated by means of an auction if the demand for new and existing frequencies exceeds the available frequencies. Sunrise anticipates that in case of a spectrum auction or a criteria-based allocation, Sunrise’s cost to re-secure the spectrum it currently holds might be higher than if ComCom elects to follow a renewal procedure. In addition, regardless of the allocation method selected by ComCom, there is no certainty as to the timing of payments that Sunrise will be required to make to renew its expiring spectrum. ComCom, in its sole discretion, may require Sunrise to pay all fees due from Sunrise at the time of allocation, or it may agree to receive such fees in instalments.

A decline in ARPU in Sunrise’s mobile and fixed networks may adversely affect its business, revenues, earnings and cash flows if Sunrise fails to expand its subscriber base to offset ARPU declines.

From time to time, Sunrise has been, and may in the future be, required to lower service prices, increase promotional discounts or bundle additional services (such as roaming) in the base customer subscription fee to maintain its subscriber base and remain competitive as a result of industry competition, the increased prevalence of over-the-top (“OTT”) services, and other factors, some of which may be currently unforeseen and beyond its control. See “Item 3D. Risk Factors—Risks Relating to Industry and Operations—The telecommunications industry is mature, saturated, competitive and subject to price erosion.” Sunrise may also from time to time choose to lower service prices in order to expand its subscriber base and increase its market share. Decreasing ARPUs could have a material adverse impact on Sunrise’s revenues, earnings and cash flow if Sunrise fails for any reason to expand its subscriber base or reduce its costs to offset ARPU declines.

Sunrise is subject to inflation risks, which may adversely affect its results of operations.

Sustained high levels of inflation globally have had and could continue to have an adverse effect on Sunrise’s business, revenues, earnings and cash flows. In particular, Sunrise experienced cost increases associated with high levels of inflation in countries outside of Switzerland where some of its third-party suppliers, including IT and customer service providers, mobile device and CPE manufacturers and others are located. Sunrise may not be able to raise service prices sufficiently or rapidly enough to offset an increase in costs, particularly in light of strong price competition in the telecommunications industry. Therefore, Sunrise’s costs may rise faster than their associated revenue which would adversely affect Sunrise’s profitability.

Sunrise is exposed to the risk of default by the counterparties to its cash, derivative and other financial instruments and undrawn debt facilities.

Sunrise is exposed to the risk that its counterparties will default on their obligations to Sunrise. Sunrise cannot rule out the possibility that one or more of its counterparties could fail or otherwise be unable to meet its obligations to Sunrise. Any such instance of default or failure could have an adverse effect on Sunrises cash flows, results of operations, financial condition and liquidity. In this regard, (i) Sunrise may incur losses to the extent that it is unable to recover debts owed to it, including cash deposited and the value of financial losses, (ii) Sunrise may incur significant costs to recover amounts owed to it and such recovery may take a long period of time or may not be possible at all, (iii) Sunrise’s derivative liabilities may be accelerated by the default of a counterparty, (iv) Sunrise may be exposed to financial risks as a result of the termination of affected derivative contracts, and it may be costly

or impossible to replace such contracts or otherwise mitigate such risks, (v) amounts available under committed credit facilities may be reduced and (vi) disruption to the credit markets could adversely impact Sunrise’s ability to access debt financing on favorable terms, or at all.

At 31 December 2024, Sunrise’s exposure to counterparty credit risk included (i) derivative assets with an aggregate fair value of CHF 0.2 million, (ii) trade receivables of CHF 387.3 million and (iii) cash and cash equivalents and restricted cash of CHF 352.4 million. For additional information regarding Sunrise’s debt and derivative instruments, see "Item 18. Financial Statements—Note 23. Borrowings" and “Item 18. Financial Statements—Note 24. Financial Instruments & Risk”..”

A goodwill impairment loss could have a material adverse effect on Sunrise’s results of operations and financial position.

As of 31 December 2024, Sunrise had CHF 6.0 billion of goodwill on its balance sheet, recorded primarily as a result of the Sunrise-UPC transaction. Sunrise tests the carrying value of goodwill annually in the fourth quarter or more frequently if any indications exist that goodwill may be impaired during the year. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment. If Sunrise at any time determines that the carrying value of goodwill exceeds its recoverable amount, it will need to record an impairment loss on its consolidated statement of income or loss, which could have a material adverse effect on Sunrise’s results of operations.

See “Item 18. Financial Statements—Note 3. Material Accounting Policies” for more information about Sunrise’s goodwill accounting policy and “Item 18. Financial Statements—Note 16. Goodwill” for more information about Sunrise’s goodwill.

Sunrise’s pension liability may reduce its cash flows, net assets, distributable reserves and its ability to pay dividends.

Sunrise provides retirement benefits to its employees in accordance with Swiss law by means of a pension plan operated by a pension fund that is a separate legal entity. Such pension plan is deemed to be a defined benefit plan under IFRS. As of 30 June 2024, Sunrise’s pension fund was overfunded and covered approximately 117.4% of Sunrise’s obligations under the pension plan, as determined under the Swiss accounting and actuarial rules applicable to the pension fund. However, there can be no assurance that Sunrise’s pension fund will be overfunded at all times. As of the reporting date for the Annual Report on Form 20-F, the pension fund has not yet disclosed the funding position as at 31 December 2024.Should Sunrise’s pension fund at any time have a significant underfunding according to Swiss actuarial rules, which would typically occur if the funding level drops below 90% as determined under such rules, Sunrise would be obliged to make additional contributions into the pension plan in addition to the regular contributions defined in the pension plan regulations. Any such contributions would divert cash from use for other purposes and may adversely affect Sunrise’s ability to execute its business strategy, finance its capital expenditures and operations, distribute dividends, repurchase its shares or service its debt.

Risks Relating to Industry and Operations

The Swiss telecommunications industry is mature, saturated, competitive and subject to price erosion.

The Swiss telecommunications industry is mature and saturated, with substantially all Swiss individuals receiving one or more telecommunications services. Accordingly, Swisscom, Sunrise and Salt, the primary telecommunications service providers in Switzerland, compete with each other to maintain and expand their respective subscriber base. In broadband, TV and fixed-line telephony, Sunrise also competes with certain municipally-owned entities and public utilities, which may be able to compete more effectively on price than Sunrise as they may not require a normal commercial return. Sunrise also competes against services delivered OTT services, which may make certain telecommunications services less attractive to customers or obsolete.

Although ARPUs for telecommunications services in Switzerland are higher than in the EU-15 countries (Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden and the United Kingdom) on an absolute basis, the cumulative effect of competitive pressures, coupled with limited potential for differentiation of telecommunications services, exerts downward pressure on prices for Swiss telecommunications services, which has resulted in the introduction of lower-priced brands as well as aggressive promotion campaigns. Sunrise, similar to other industry players, has also responded by beginning to diversify its product and service offerings to include value-added services, such as DaaS offerings and a home security product to residential customers, as well as cybersecurity, cloud storage and other services to business customers. However there can be no assurance that Sunrise will be successful in developing or commercializing such services or that such services will augment its revenues, earnings or cash flows significantly.

Sunrise may not be able to effectively respond to competitive pressures and could experience higher customer churn, fail to attract new customers or incur substantial costs and investments just to maintain its subscription base. Continued price erosion could require Sunrise to permanently decrease its service prices or offer aggressive promotional prices. In particular, if Sunrise is unable to manage its costs to support service prices that are as or more attractive to customers than the prices of its competitors while remaining profitable, it could have a material adverse effect on its business, revenues, earnings and cash flows.

Sunrise depends on its agreement with Swiss Towers AG for access to the majority of its mobile antenna sites and passive mobile infrastructure.

Sunrise’s access to approximately 56% of its mobile antenna sites and associated passive infrastructure is based on its long-term service agreement with Swiss Towers AG (“Swiss Towers”) which has an initial term of 20 years and may be extended for two additional terms of 10 years each, at Sunrise’s option. If Swiss Towers terminates the agreement in full in accordance with its terms, or if Sunrise terminates the agreement for good cause, Sunrise is entitled to maintain access to such sites and infrastructure by purchasing passive infrastructure and rights to Swiss Towers’ agreements with site owners from Swiss Towers at a discount to their fair market value (as determined in accordance with the agreement), which will vary depending on the circumstances of the termination. Such a purchase and assignment may entail significant expense and cause disruptions in Sunrise’s network, particularly in the case of any delays in the purchase or assignment process. Fixed and mobile infrastructure must generally be placed in specific geographical areas in order for the network to function effectively and efficiently. Accordingly, if such agreement with Swiss Towers were terminated prior to its scheduled expiration or not renewed upon its scheduled expiration and it were impossible or uneconomical for Sunrise to exercise its purchase and assignment right, or if Swiss Towers were unable to fulfill its obligations to Sunrise under the agreement for any reason, it may be difficult or impossible for Sunrise to find suitable replacements in a timely manner, on acceptable terms or at all, which could materially adversely affect Sunrise’s business, including its ability to operate its mobile network and its revenues, earnings and cash flows. See “Item 10. Additional Information—Item 10.C Material Contracts—Swiss Tower Master Services Agreement.”

Sunrise does not own all of its network infrastructure and equipment or the land on which it is constructed.

Sunrise relies on network access agreements, leases and other contracts with third parties for access to, and as a supplement to, certain of its fixed and mobile infrastructure. Sunrise supplements its owned fixed HFC network with network access agreements with Swisscom and municipal utility companies. Sunrise also enhances its mobile network coverage through an antenna-sharing agreement with Salt. All such agreements are referred to herein as “supplemental network agreements.” See “Item 4. Information on the Company—Item 4.D Property, plants and equipment.”

Sunrise’s supplemental network agreements may not be renewed or may be terminated in certain customary circumstances, such as for cause. The counterparties to the supplemental network agreements are Sunrise’s competitors. With the exception of Swisscom’s copper network, to which Swisscom is legally required to provide access at regulated prices, such counterparties are not required to contract with Sunrise on any particular terms or at all and, subject to compliance with applicable competition and other laws, there can be no assurance that they will continue to do so, particularly if doing so becomes competitively disadvantageous for them. Further, any difficulties or delays in interconnecting with other networks and services, or the failure of any operator to provide consistently

reliable interconnection or other services to Sunrise, could adversely affect the reliability, coverage and quality of Sunrise’s networks. In case of termination, non-renewal or cessation of services under all or a substantial portion of supplemental network agreements, Sunrise may be required to incur capital expenditures in order to construct its own infrastructure and it may become competitively disadvantaged if its counterparties contract with its competitors but not with Sunrise.

Additionally, some of the equipment used in Sunrise’s fixed and mobile network is installed on private premises. Sunrise’s ability to conduct maintenance and upgrades or construct new equipment on such premises is subject to the property rights of the landowners. Disputes with these private landowners or legal proceedings involving their property may subject such equipment to encumbrances or cause it to be inaccessible, which could adversely affect Sunrise’s ability to operate its fixed and mobile network.

Any of the foregoing could lead to disruptions of Sunrise’s fixed and mobile networks or loss of network coverage, which could lead to a loss of subscribers, damage to Sunrise’s reputation (especially among business customers, who generally have higher service expectations) and otherwise materially adversely affect Sunrise’s business, revenues, earnings and cash flows. Disputes with counterparties to the foregoing contracts have also arisen in the past, and may in the future arise, and a failure of such disputes to be resolved without disruption to ongoing services may have similar consequences.

The telecommunications industry is significantly affected by technological changes, and Sunrise may not be able to effectively anticipate or react to these changes.

The telecommunications industry has historically been, and continues to be, significantly affected by technological changes in a variety of ways. Among other impacts, these changes may:

•enable improved telecommunications products and services, as in the case of FTTH broadband connectivity that is becoming increasingly attractive to customers because it offers higher download speeds;

•make certain telecommunications services less attractive to customers or even obsolete, as in the case of OTT services which continue to erode traditional TV, SMS and voice connectivity and embedded subscriber identity module technology that is eroding mobile roaming revenues; or

•enable improved quality and efficiency of certain operational or customer-facing processes, as in the case of artificial intelligence (“AI”) technologies used to optimize network operations or to automate and improve customer service.

Sunrise’s revenues, earnings, cash flows and profitability depend on its ability to timely adopt and successfully integrate new technologies to expand or improve its existing product and service offerings, proactively identify new revenue streams and improve cost efficiencies in its operations, all while meeting evolving customer expectations and regulatory requirements. It may also not receive the necessary licenses or meet the regulatory requirements to provide services based on new technologies and be negatively impacted by unfavorable regulation regarding the usage of any new technologies. If customers begin demanding new features or technologies adopted by one or more of Sunrise’s competitors, particularly if these competitors choose to emphasize the features or technology in their marketing, but Sunrise is unable to offer such features or technologies, Sunrise’s revenues, earnings and cash flows may be adversely affected unless and until it is able to offer such features or technologies.

Certain of Sunrise’s existing competitors or potential new entrants may have advantages over Sunrise in adopting certain new technologies. For example, Swisscom, due to its market position and financial capabilities, has the ability to create new market standards on a large scale in Switzerland by quickly introducing new advanced technologies. In addition, certain of Sunrise’s technology systems, like the systems of its current major competitors, are older, legacy systems that are less flexible, secure or efficient, and they may be difficult, expensive or impossible to integrate with new technologies. Sunrise may accordingly be disadvantaged in the implementation of new technology relative to new entrants or other competitors that have fewer or no legacy systems. Sunrise has

experienced challenges with integrating new technology systems in the past, including in connection with the Sunrise-UPC transaction, and it is possible that it may experience such challenges in the future.

Sunrise’s failure to innovate, maintain technological advantages or respond effectively and timely to changes in technology could have a material adverse effect on its business, revenues, earnings and cash flows.

Any new technologies that Sunrise develops or adopts may not yield a positive return and may have unanticipated adverse consequences.

At the time Sunrise selects and advances one technology over another, it may not be possible to accurately predict which technology may prove to be the most economical, efficient or capable of retaining and attracting customers or stimulating subscription for and use of Sunrise’s products and services. Sunrise may therefore develop or implement a technology that does not meet customer expectations or achieve commercial success despite significant investment by Sunrise. For example, there can be no assurance that Sunrise’s planned investments in 5G SA active mobile infrastructure would be offset by revenues generated by services it can provide using such infrastructure.

New technologies developed or adopted by Sunrise may also be incompatible with other newly developed technologies or may lead to unintended consequences, controversies or regulatory scrutiny, which could adversely affect Sunrise’s reputation, brand equity, business and customers. For example, AI technology is in its early stages of commercial use and presents a number of risks, including risks related to lack of accountability and explainability, reliance on large volumes of data, cybersecurity, data practices and intellectual property. AI algorithms are based on machine learning and predictive analytics that may lead to unintended consequences, including generating “hallucinatory” content that is inaccurate, misleading or otherwise flawed, or resulting in outcomes that are biased or discriminatory. Using AI successfully, ethically and as intended will require significant resources, including the technical expertise required to develop, test and maintain AI-based services, as well as establishing and maintaining a robust AI governance framework. Further, an increasing number of countries are adopting content moderation and AI-specific regulations, including in particular in the European Union.Such regulations, including the EU Artificial Intelligence Act and its sanctions provisions, may apply extraterritorially to companies operating in Switzerland, including Sunrise. Switzerland does not yet have specific laws regulating AI, but AI may be subject to existing Swiss laws, including data protection law, criminal law and telecommunications law. On 12 February 2025, the Swiss Federal Council announced that it intends to regulate AI by implementing the Council of Europe's AI Convention in Switzerland, but through tailored sector-specific amendments to existing laws rather than by adopting a new horizontal AI regulation such as the EU Artificial Intelligence Act. The Swiss AI regulation is expected to be available as a draft for public consultation by the end of 2026.

Sunrise’s brands are subject to reputational risks and impairment.

Sunrise’s owned and licensed brands are valuable assets. A failure by Sunrise to, among other things, maintain its premium Sunrise brand image, product and service quality, the reliability of its networks, customer service quality or compliance with applicable regulations and stakeholder expectations about Sunrise’s ESG activities could damage the value of its brands.

In addition, Sunrise’s brands may be harmed by events or parties outside of its control, such as cyberattacks or improper conduct by third parties who interface with Sunrise’s customers, such as contracted customer service providers. This risk is particularly increased due to Sunrise’s reliance on sponsorships and endorsements to promote its premium brand image. It is possible that Sunrise’s brand reputation may be damaged by the conduct of those sponsors. Furthermore, some of Sunrise’s brands, such as Lebara, are trademarks that Sunrise licenses from third parties. Because Sunrise does not control the trademarks licensed to it, the reputation of such brands could be damaged by changes made by the licensors to such brands or their business models, as well as other factors outside of Sunrise’s control, which could in turn adversely affect Sunrise’s reputation, sales and results of operations.

A failure to protect Sunrise’s image, reputation and the brands under which Sunrise markets its products and services may have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows.

Sunrise’s network infrastructure and IT systems are vulnerable to damage and disruptions.

Sunrise’s data centers and technical sites, which house many of its critical systems, owned and accessed third-party network infrastructure, as well as its data hosting and processing facilities and hardware supporting certain sophisticated IT systems, are vulnerable to damage and disruptions from numerous events beyond Sunrise’s control, including fire, flood, extreme temperatures, windstorms and other natural disasters, power outages, terrorist acts, lack of electric supply, equipment and system failures, hardware and software failures, security vulnerabilities, human errors and third-party criminal acts, including theft, cyberattacks and other breaches of network and IT security. While Sunrise’s data centers and technical sites are generally distributed across Switzerland, two key data hosting facilities are located within approximately 15 kilometers of each other, and some are located in areas that are vulnerable to certain natural disasters. While Sunrise has implemented disaster recovery and business continuity plans designed to prevent, detect and mitigate such disruptions or damages, these plans, or any similar plans implemented by owners of networks that Sunrise has contracted to access, may not be sufficient to protect against disruption if any of the above-mentioned events occur and there can be no assurance that Sunrise will be able to recover all data in the event of a catastrophe. In addition, changes in temperature, precipitation patterns and other factors associated with climate change may exacerbate the frequency and severity of the above-described natural events. The occurrence of network or IT system failures and business interruptions could harm Sunrise’s reputation and brand equity, limit Sunrise’s ability to maintain and expand its subscriber base, cause Sunrise to incur significant expenditures, result in regulatory sanctions or otherwise have a material adverse effect on Sunrise’s business, operations, revenues, earnings and cash flow.

Sunrise’s business may be adversely affected by opposition to construction or installation of passive and active mobile infrastructure.

The Swiss telecommunications industry has experienced opposition to construction or installation of passive and active mobile infrastructure, especially 5G infrastructure, including as a result of alleged health risks such as from non-ionising radiation, security and environmental concerns. As a result of such opposition, Swiss telecommunications service providers, including Sunrise, have faced, and may continue to face, disputes and negotiations in connection with the construction of or upgrades to individual mobile antennas. Individuals and activist groups have protested and filed legal actions against or related to building permits required to construct or upgrade such antennas. Sunrise has been, and may in the future continue to be, from time to time, party to such proceedings. For example, Sunrise is subject to legal proceedings which challenge the legality of its reliance on a simplified antenna permitting procedure when upgrading certain of its mobile antennas to “adaptive” 5G technology, which facilitates faster data transfer speeds. Following a recent adverse decision in a similar proceeding against Swisscom, all Swiss telecommunications companies, including Sunrise, are no longer able to follow simplified procedures for upgrades of their mobile antennas to adaptive 5G, resulting in more time and resources required to obtain permits and potentially increased risk that permits are not approved. For adaptive 5G antennas which had been previously permitted pursuant to a simplified procedure, all telecommunications companies, including Sunrise, are also required to resubmit permit applications pursuant to fulsome permitting procedures within a time period to be prescribed by the relevant local authority and it is possible that some or all such re-submitted applications may be denied. To date, certain cantons set deadlines for re-submission of six or 12 months, which in some cases Sunrise already complied with but in a few cases due to dependencies, for example required consent of the landlords, deadline will not be met. There is also uncertainty as to whether, in light of this decision, Swiss telecommunications service providers including Sunrise may be required to temporarily deactivate certain mobile antenna features that were installed pursuant to a simplified procedure until a fulsome procedure is complete, which may temporarily reduce mobile network coverage and quality. Telecommunications network infrastructure sites are also subject to the risk of protests, vandalism and other forms of sabotage or activism, which have occurred on Sunrise’s sites in the past and may occur in the future.

Any of the foregoing could require Sunrise to incur substantial capital expenditures, delay the construction or upgrades of its networks (including the rollout of 5G and 5G SA active mobile infrastructure), result in adverse regulatory developments caused by pressure from political parties or activist groups and otherwise have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows.

Risks Relating to Customer Base and Contracts

If Sunrise is unable to successfully manage its customer churn, its revenues and cash flows may be reduced.

Sunrise’s ability to attract and retain customers depends on many factors, including, among others, its ability to offer competitive product and service offerings at competitive prices, provide customers access to the latest mobile devices and other technologies, convince customers to switch from competing operators or stay with Sunrise despite competing offers, maintain or improve its brand equity and customer service and protection, maintain or improve the reliability, coverage and functionality of its fixed and mobile networks and IT systems, increase converged subscriptions and develop, maintain or improve its published customer satisfaction ratings and successfully market a portfolio of value-added products and services. The various measures Sunrise has taken or may in the future take to reduce churn, including customer loyalty programs, value-add services, brand investments and customer experience improvement initiatives, may require substantial investment but may not reduce the rate of customer churn. Sunrise’s ability to retain subscribers is especially limited in the case of subscriptions which are prepaid or cancellable at any time by the subscriber. As of 31 December 2024, approximately 63% of Sunrise’s subscribers were not subject to active fixed-term contracts or device plans with Sunrise, allowing them to terminate their services at their option at any time without contractual penalties.

If Sunrise is unable to manage customer churn, its subscriber base will decrease, which would decrease its revenues and cash flows unless Sunrise is able to offset a decrease in its subscriber base with an increase in ARPUs, which could have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows.

The legal relationships between Sunrise and its customers are generally based on standard contracts and forms; any errors in the documentation could therefore affect a large number of customer relationships.

Sunrise maintains contractual relationships with its customers. The administration of these relationships requires the use of general terms and conditions as well as various standard contracts and forms with a large number of individual customers. As a result, ambiguities or errors in the formulation or application thereof present a significant risk due to the large number of such documents that are executed. In light of legislative actions and judicial decisions that continue to develop, it is possible that not all of Sunrise’s general terms and conditions and standard contracts and forms will comply at all times with applicable legislation in Switzerland or be enforceable if legally challenged. For example, certain of Sunrise’s contracts provide for inflation linked mid-term service price increases. Certain Swiss consumer protection organizations have publicly opposed such clauses. On 17 June 2024, Stiftung für Konsumentenschutz, a Swiss consumer protection agency, commenced legal proceedings against Sunrise alleging that inflation-linked mid-term service price increase clauses in its consumer contracts are unenforceable. Although Sunrise has not to date implemented any price increases pursuant to such clauses, if such clauses are held to be unenforceable, it would limit Sunrise’s future ability based on such clause to offset the impact of inflation on its operating costs with subscription revenues. In such a case, Sunrise could only raise its prices by means of a unilateral contract amendment granting the customer an extraordinary right of cancellation. Should problems of application or errors occur, or should individual provisions or entire contracts or agreements become or be held invalid, numerous customer relationships could be affected as a result of Sunrise’s use of standard contracts and forms, leading to significant adverse consequences. Any such problems could have a material adverse effect on Sunrise’s reputation, business, revenues, earnings and cash flows.

If Sunrise fails to maintain or improve its customer service channels, Sunrise’s ability to maintain and grow its subscriber base could be materially adversely affected.

Sunrise’s customer services interactions occur primarily through its call centers, digital touchpoints and retail locations. If Sunrise fails to maintain a consistently high level of customer service, or a market perception develops that it does not maintain high-quality customer service, this could adversely affect its ability to maintain and increase its subscriber base or increase the cost of doing so, any of which could have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows. Sunrise could be unable to maintain consistently high quality customer service for a number of reasons, some of which are beyond its control, including, among others: increases in the volume of customer interactions resulting from, for example, new offerings or initiatives; inability to attract, train and retain qualified customer service employees; failures in IT systems; failure of customer service

innovations, such as chatbots and digital self-service portals, to operate as expected or be accepted by Sunrise’s customers; and cyberattacks, natural disasters, public health crises and other events causing business disruptions.

Failure to perform on major or high-value contracts could adversely affect Sunrise.

Sunrise has several major, complex and high-value government, national and multinational customer contracts, as well as long-term contracts for the provision of wholesale connectivity, international roaming services and MVNO services. Such contracts generally include minimum service quality and reliability commitments which Sunrise may be unable to meet due to a number of factors, including the ones described elsewhere herein, some of which may be beyond its control. Sunrise’s failure to meet its contractual commitments or otherwise meet the needs and expectations of such customers could lead to a termination or reduction in scope of such contracts, which would adversely affect Sunrise’s revenues, earnings and cash flows and could damage its reputation and brand equity. The revenue arising from, and the profitability of, these contracts is subject to a number of factors, including, among others: variation in cost, achievement of cost reductions anticipated in the contract pricing, delays in the achievement of agreed milestones owing to factors some of which may be outside Sunrise’s control, changes in customers’ needs, customers’ budgets, strategies or businesses, penalties for failing to perform against agreed service levels and the performance of Sunrise’s suppliers. Any of these factors could make a contract less profitable or even loss-making. Failure by Sunrise to manage and meet its commitments under these contracts or failure by customers to renew such contracts, as well as changes in customers’ requirements, their budgets, strategies or businesses, may lead to a reduction in Sunrise’s expected future revenues, earnings and cash flows under such contracts, which could have an adverse effect on its business and aggregate revenues, earnings and cash flows.

Risks Relating to Partners, Employees and Other Third Parties

Sunrise relies on third-party suppliers for certain of its products and services and outsources certain of its operations.

Sunrise relies on third-party vendors for equipment, services, TV content and software that Sunrise uses in order to provide services to its customers, as well as for certain of its operations, including the maintenance of its networks, logistics, IT operations, development and testing services and significant parts of its call centers. Sunrise has experienced, and may in the future experience, interruptions in the supply of products and services from third parties for a number of reasons many of which are beyond its control, including various operational risks applicable to its suppliers, including labor shortages, global conditions, natural disasters, security vulnerabilities, human errors and third-party criminal acts. For example, Sunrise’s supply of mobile devices was adversely impacted by the worldwide chip shortage in 2020 and 2021 and Sunrise also experienced supply delays associated with global supply chain disruptions driven by geopolitical challenges and the COVID-19 pandemic. Sunrise has also experienced decreases in sales volume and reductions in service quality due to shortages of skilled personnel experienced by its customer service and sales outsourcing partners.

Certain of Sunrise’s agreements with suppliers may be short-term and terminable upon relatively short notice or for good cause under Swiss legal principles governing indefinite and long-term contracts (for example, if continuation of the agreement is, in good faith, unacceptable to the terminating party for any reason). The renewal of such agreements at expiry may require the renegotiation of certain terms thereof, and the outcome of renegotiations may be unfavorable to Sunrise. Some of Sunrise’s supply agreements require Sunrise to purchase minimum quantities of products, which may require Sunrise to purchase product inventory which it may not be able to resell within a reasonable time or at all. Last, pursuant to limitations in certain of its contracts, Sunrise may not recover all direct and indirect damages, including lost revenue and lost profit, that it may experience if its suppliers do not perform their contracts in a satisfactory manner or at all.

Sunrise has decreasing visibility and influence over supplier practices the further upstream the supplier is. Any actual or alleged breaches of the conduct required of Sunrise vendors, or any applicable laws or regulations, by an upstream supplier of Sunrise may result in reputational damage, costs of investigation, supply disruption and loss of customers.

If for any reason Sunrise is unable to source sufficient amounts of required equipment, services, TV content and software from its suppliers on acceptable terms or at all, Sunrise may be unable to provide products and services to its customers and fulfill its contractual commitments to them, which could reduce customer satisfaction levels; lead to network disruptions; lead to a loss of subscribers; damage its reputation; be subject to penalties, disputes and litigation; and otherwise have an adverse effect on its business, revenues, earnings and cash flows.

If Sunrise fails to maintain or expand its distribution channels, Sunrise’s ability to maintain and grow its subscription base could be materially adversely affected.

Sunrise relies on its website, mobile applications, call centers, sales representatives, retail locations and third-party distributors and partners to generate sales and sales leads. Sunrise’s website, mobile applications, call centers and other digital sales channels, as well as IT systems supporting nondigital sales channels, are vulnerable to outages and other disruptions. Sunrise may not be able to secure new or renew existing retail location lease contracts on favorable terms or at all, and it may be unable to recoup costs of opening new locations if they do not generate sufficient revenue for any reason. Sunrise’s third-party distributors may generally terminate their contracts with Sunrise at any time upon three to six months’ notice or become unable to perform their obligations due to insolvency, financial distress or as a result of a merger or change in ownership. Such distributors may also have relationships with Sunrise’s competitors and may choose to promote competitors’ services more actively, particularly if Sunrise’s competitors are able to offer them better incentives than Sunrise. Competitors may be able to secure larger third-party distribution networks than Sunrise or vertically integrate with Sunrise’s distributors, enabling them to generate more sales than Sunrise. If Sunrise fails to maintain and expand its distribution channels, this could have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows.

The loss of key personnel or employees may have an adverse impact on Sunrise.

The successful execution of the Sunrise strategy depends in part on the ability to attract, develop and retain key personnel. There is high demand and strong competition for experienced and appropriately skilled personnel in the technology sector. In addition, there is increased scrutiny on companies’ diversity, equity, and inclusion initiatives. There can be no assurance that Sunrise will be able to continue to attract, develop and retain the qualified personnel needed and who bring the opportunities and benefits associated with diverse backgrounds, experiences, and skill sets.

Sunrise may not be able to renew its existing collective employment contract on reasonable terms or at all and it may otherwise from time to time be subject to employment litigation.

As of 31 December 2024, 63% of Sunrise’s workforce in Switzerland was covered by a collective employment contract with Syndicom, a Swiss trade union, which came into force on 1 January 2022. The collective employment contract will be extended automatically to 31 December 2026 if the collective employment contract is not terminated by either party by 30 June 2025. If a renegotiation is triggered, Sunrise may not be able to renew its collective employment contract on reasonable terms or at all. Negotiations could result in higher personnel or other costs, as well as increased operational restrictions. A failure to reach an agreement on certain key issues could result in strikes, lockouts or other work stoppages, which could further increase Sunrise’s labor costs and operating restrictions, which could in turn adversely affect Sunrise’s business, revenues, earnings and cash flows.

Sunrise has conducted and may in the future conduct reductions in workforce. If Sunrise fails to adhere to the requirements articulated by Swiss employee protection laws, especially in connection with workforce reductions, it could face legal actions brought by affected current or former employees, and Sunrise may incur losses and experience damage to its reputation (especially as an employer), any of which could adversely affect Sunrise’s business, revenues, earnings and cash flows.

If Huawei is ever prohibited from operating in Switzerland, or Huawei’s equipment is prohibited from being used in Switzerland, Sunrise would be required to incur substantial additional expenses.

Most of Sunrise’s existing active mobile infrastructure has been sourced and installed by Huawei and Sunrise plans to rely on Huawei for equipment procurement and installation in the future. In addition, Huawei operates and maintains Sunrise’s mobile network and a part of its fixed network. In December 2023, the Swiss Federal Department of Environment, Transport, Energy and Communications was tasked with presenting a draft revision of the Telecommunications Act (Fernmeldegesetz of 1997, as amended) (the “Telecommunications Act”) that would implement measures to reduce geopolitical risks associated with the development of 5G infrastructure and otherwise strengthen the security of telecommunications and digital infrastructure, including by prohibiting high-risk vendors from providing equipment or network services to Swiss telecommunications providers. Such a revision, if implemented, could entitle the regulator to require Sunrise to cease contracting with those deemed to be high-risk vendors.

If Huawei is determined to be a high-risk vendor, Sunrise may be required to remove and replace all or part of the Huawei equipment that is currently in use in its mobile network, which would require significant capital expenditures and time to complete and may result in mobile network disruptions (which could be prolonged) or a reduction in mobile network quality or coverage. In addition, Sunrise may be required to contract with one or more vendors instead of Huawei to maintain and operate its mobile and part of its fixed network, which is likely to result in an increase in the price for such services and may result in a reduction in service quality. Any of the foregoing could cause Sunrise to lose subscribers, damage its reputation, adversely affect its ability to maintain, operate and expand its mobile network and otherwise materially adversely affect Sunrise’s business, revenues, earnings and cash flows.

In addition, even if Huawei is not banned in Switzerland, the continued use of Huawei equipment and technology within Sunrise’s network could have a negative impact on Sunrise’s reputation if customers perceive Huawei equipment to be less secure than the equipment sourced from other providers or otherwise come to view businesses that partner with Huawei unfavorably, particularly if Sunrise’s competitors choose to emphasize this in their marketing communications.

Sunrise is subject to the risk of fraudulent or otherwise improper behavior by its customers, distribution partners, suppliers, employees and others, which Sunrise’s risk management and internal controls may not prevent or detect.

Sunrise is subject to the risk of fraudulent or improper behavior by its customers, distribution partners, suppliers, employees and others with whom Sunrise deals, as well as parties unrelated to Sunrise. Sunrise’s processes and internal controls may be insufficient to effectively prevent or detect inadequate practices, fraud and violations of law or Sunrise’s policies by its subsidiaries, intermediaries, employees, outsourced staff, directors and officers. Sunrise may be exposed to the risk that such persons receive or grant inappropriate benefits or generally use corrupt, fraudulent or other unfair business practices. In addition, employees could use Sunrise’s information, confidential customer information or other confidential information provided by third parties to Sunrise for personal or other improper purposes, as well as misrepresent or conceal improper activities from Sunrise. Sunrise has from time to time experienced, and may in the future experience, employee fraud, such as cash and inventory theft and sales commission fraud, as well as employee errors and other actions that could subject it to financial claims for negligence or otherwise as well as regulatory actions.

Fraudulent or improper behavior could result in loss of business or revenue, increased costs, harm to Sunrise’s reputation and brand equity, as well as litigation and financial losses resulting from the need to reimburse customers or business partners or fines or other regulatory sanctions. Any of the foregoing could have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows.

Risks Relating to Regulation and Tax

Sunrise is subject to extensive regulation and has been, and may in the future be, adversely affected by changes in laws, regulations or policy.

Sunrise operates in an extensively regulated industry with a limited number of competitors. Should regulatory authorities find that Sunrise is “dominant” in any market in which it operates or that it has engaged in anti-competitive practices, it may be subject to increased regulation (including regulation of its service prices), as well as changes in its business practices prompted by regulators or activists. For example, Sunrise has been fined by the Swiss Federal Competition Commission (the “Competition Commission”) for failure to give Swisscom access to its broadcasts of Swiss National League ice hockey games and was compelled to provide such access to Swisscom. Telecommunications regulations in Switzerland are evolving. Potential changes in laws and regulations include but are not limited to further liberalization of the access regime; the abolition of international roaming tariffs; and the introduction of levies on internet access subscriptions in order to compensate rights holders for copying and transmitting of protected works. To date, Swiss telecommunications regulators have generally refrained from regulating the industry as heavily as it is regulated in the European Union, including with respect to customer pricing and wholesale access to fibre networks. Should this regulatory approach change, Swiss telecommunications companies, including Sunrise, may be subject to lower revenues and margins, higher compliance costs and restrictions on certain operations and business practices. If the Swiss authorities regulate wholesale access to fixed fibre networks and require owners of such networks to provide wholesale access to all telecommunications companies at regulated prices, this could reduce any competitive advantage that Sunrise may have by virtue of its contractual wholesale access relationships.

Sunrise is also subject to a variety of other laws and regulations, including those related to anti-corruption and bribery, environment, health and safety. Sunrise is currently conducting and may in the future have to conduct, or be the subject of, investigations related to contamination at its infrastructure sites. Batteries and diesel generators at certain of its antenna sites may cause spills resulting in contamination of the environment. Sunrise has also experienced and may in the future experience accidents or incidents affecting the health, safety and well-being of its employees and third parties, particularly at certain of its infrastructure sites.

Failure to comply with any regulation may result in investigations, enforcement actions, fines and other penalties, restrictions on operations and business practices, reputational damage, loss of subscribers, litigation and other adverse impacts on Sunrise’s business, revenues, earnings and cash flows. Changes in laws, regulations or governmental policy or the interpretation or application of laws or regulations affecting Sunrise’s activities and those of its competitors could significantly increase Sunrise’s regulatory compliance costs, restrict Sunrise’s operations, cause it to incur significant expenses or consume significant time and resources.

Sunrise requires spectrum allocations as well as other licenses and permits, to deliver services to its subscribers.

Sunrise requires spectrum allocations, microwave, network and broadcasting licenses and building permits and other licenses to operate its business. Sunrise’s spectrum allocations in particular are required to enable Sunrise to deliver mobile services. Spectrum allocations are issued for a limited time and new allocations must be obtained upon expiration or to support additional traffic on the network or deploy new mobile network technologies. There can be no assurance that Sunrise will be able to obtain such allocations on the same terms, for the same type and amount of spectrum, or at all. To the extent that Sunrise is for any reason unable to renew a substantial portion of its spectrum allocations upon expiry or otherwise, it will be able to continue operating its mobile network, but the service quality will decline, with users experiencing lower voice connection quality, dropped calls, slower mobile data speeds, reduced geographic network coverage or other adverse impacts on connectivity, which could cause Sunrise to lose existing subscribers or limit its ability to attract new ones. While Sunrise is unable to reliably estimate the impact of such a service quality decline on its subscriber base, revenues, earnings and cash flows, such impact could be material. Obtaining spectrum allocations upon expiry thereof or if new allocations are required also requires significant expense. See “Item 3D. Risk Factors—Risks Relating to Sunrise’s Financial Position—The expenditures required to renew the portion of Sunrise’s spectrum expiring in 2028 are uncertain but may be significant.” Sunrise’s spectrum allocations could also be revoked by the relevant regulatory authority, without reimbursement of the license fees paid by Sunrise, if Sunrise experiences, among other things, changes in factual or legal circumstances.

In addition, Sunrise’s mobile network is supported by a significant number of antenna sites, which must generally be located in specific geographical areas in order to ensure appropriate mobile network coverage. Sunrise

and network operators whose antenna sites Sunrise accesses require various building and other permits to construct and upgrade equipment at such sites. Delays in or failure to secure such permits could lead to delays in construction and activation of antenna sites.

If Sunrise is unable to maintain, renew existing or secure new licenses, permits and other authorizations necessary to operate its business now or in the future, it may have to cease certain of its operations or services and may be unable to maintain its existing subscribers or attract new ones, any of which could have a material adverse effect on its business, revenues, earnings and cash flows.

Sunrise may be subject to financial risks related to tax compliance.

Sunrise and its affiliates are subject to corporate income taxes, dividend withholding taxes as well as non-income-based taxes, such as stamp duties and value-added tax in Switzerland, the Netherlands (due to the jurisdiction of incorporation of Sunrise’s financing holding company), Portugal (due to certain customer service activities conducted by Portugal-based personnel) and certain other jurisdictions (due to certain international services and other activities). Tax regulations are complex and evolving, and significant judgment, for example with respect to transfer pricing, is required to determine Sunrise’s tax liabilities. In the fourth quarter of 2024, Sunrise reached a pre-final settlement with the Canton Zurich tax authority regarding the previously disclosed tax audit for fiscal years 2019 to 2021 performed during 2024. The pre-final settlement figure agreed covered fiscal years 2019 to 2024 and amounted to approximately CHF 60 million. As a result, Sunrise recognized significant prior year taxes in the fiscal year 2024, which will be cash settled via amended returns on a cantonal basis largely during 2025 (CHF 38 million), with diminishing phasing over the years 2026 (CHF 18 million) and 2027 (CHF 4 million). Tax Audit adjustments for prior years will result in the utilisation of the historic net operating losses and Sunrise currently expects to become a full taxpayer already in fiscal year 2028 (tax expense) with an effective rate of approximately 17%. Any changes in the assumptions underlying the expense or the final resolution with the tax authorities, once available, could result in adjustments to the recognized tax provisions in future periods. Sunrise may be subject to tax audits in the future. In connection with the current and any future tax audits, tax authorities may challenge and disagree with Sunrise’s judgments with respect to transfer pricing or otherwise and assess additional taxes and related penalties against Sunrise in amounts which may be material, as well as require Sunrise to make different judgments in the future. Sunrise may be required to engage in litigation to challenge any such assessments, which may be costly and distracting to management even if its outcome is favorable. Any of the foregoing could have a material adverse effect on Sunrise’s business, earnings and cash flows.

Risks Relating to Intellectual Property and Cybersecurity

Sunrise may be subject to intellectual property infringement claims by others and may be unable to adequately protect its own intellectual property rights.

Sunrise uses technologies that are or may be protected by third parties’ rights, including in its CPE, network infrastructure, mobile devices sold to customers and its IT systems, and third parties may allege that Sunrise has infringed their intellectual property rights with respect to such technologies, which may result in litigation. Sunrise’s own proprietary intellectual property consists primarily of its trademarks and copyrighted software. Sunrise has in the past commenced, and may in the future be required to commence, trademark infringement proceedings against third parties to enforce and protect its trademarks, and it may in the future be required to commence proceedings to protect its copyrighted software. Any intellectual property litigation or proceeding could be costly and divert management resources from the business, regardless of outcome. An unfavorable decision could result in the loss of Sunrise’s proprietary rights, which may require Sunrise to pay additional licensing and royalty fees which may be significant, particularly if the infringement affects products or services deployed among a large portion of its customers.

In addition, Sunrise incorporates open source software in its software and systems and expects to continue to do so in the future. Open-source software is generally freely accessible, usable and modifiable. Pursuant to open source licenses, Sunrise may be required to offer its proprietary software that incorporates the open source software for no cost, release source code for modifications or derivative works it created or license such modifications or derivative works under the terms of the open source license. If an author or other third party that distributes open

source software that Sunrise uses were to allege that Sunrise had not complied with open source software licenses, Sunrise could incur significant legal expenses defending against such allegations and could be subject to significant damages, including being enjoined from offering the components of its software that contains the open source software and being required to comply with the conditions of the license, which could disrupt its ability to offer the affected software and require it to devote additional resources to change its products. Sunrise could also be subject to proceedings by parties claiming ownership of what Sunrise believes to be open source software, which may be costly to defend. Additionally, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide updates, warranties, support, indemnities, assurances of title or controls on origin of the software, and are provided on an “as-is” basis. Likewise, some open source projects, which are also provided on an “as-is” basis, have known security and other vulnerabilities and architectural instabilities, or are otherwise subject to security attacks due to their wide availability, and are provided on an “as-is” basis.

Sunrise’s and third-party IT systems are vulnerable to security breaches and cyberattacks.

Sunrise’s success depends, in part, on the continued and uninterrupted performance of its IT and network systems, including its fixed and mobile network components, internet sites, data hosting and processing facilities and other hardware, software and technical applications and platforms, as well as Sunrise’s customer service centers. Some of these systems and facilities are managed, hosted, provided or used by third-party providers or their vendors. Sunrise’s and its third-party providers’ systems and equipment, and CPE that Sunrise provides to its customers, are subject to disruptions, security breaches, cyberattacks, malicious human acts, human errors and security flaws. Sunrise has from time to time been the target of security breach attempts and expects to be subject to similar attacks in the future. Security breaches or cyberattacks from any source could cause significant disruptions to Sunrise’s or its third-party providers’ operations, require Sunrise to incur significant costs and materially adversely affect Sunrise’s business, revenues, earnings and cash flows.

Sunrise and its third-party service providers may not be able to anticipate, detect or respond in an adequate and timely manner to attempts to obtain unauthorized access to, disable or degrade Sunrise’s or its third-party service providers’ systems. In some cases, anticipation, detection and response efforts may depend on third parties who may not deliver products or services to Sunrise that meet the required contractual standards due to error, defect, delay, outage or for another reason beyond Sunrise’s control. In addition, cyberattack techniques are becoming increasingly complex, sophisticated and difficult to promptly detect. Employees working from home as a response to public health emergencies, epidemics, pandemics or other factors and longer-term shifts towards remote or hybrid work may increase cybersecurity risks. The risk of cyberattack may also be heightened in the context of ongoing conflicts and in response to sanctions imposed, such as increased cyberattacks associated with the Russia-Ukraine conflict. Given its critical status, telecommunication infrastructure, including the infrastructure operated by Sunrise or its third-party providers, is at heightened risk of physical or cyberattacks by nation states, terrorist or other groups. The changing cybersecurity landscape could require Sunrise to devote significant resources to prevent, detect and mitigate the impact of cybersecurity breaches.

Sunrise’s cyber liability insurance, which provides third-party liability and first-party liability insurance coverage, may not be sufficient to protect against all of Sunrise’s businesses’ losses from any future disruptions or breaches or other events as described above. Costs for insurance may also increase as a result of increased threats, and certain insurance coverage may become more difficult or impossible to obtain.

Sensitive personal data could be subject to misappropriation, misuse, leakage, falsification or accidental release or loss of information, and Sunrise may fail to comply with data protection legislation or appropriate practices.

Through Sunrise’s operations, sales and marketing activities, Sunrise and its third-party providers collect and store a large amount of personal information related to Sunrise’s customers. This may include phone numbers, e-mail addresses, ID card numbers, contact preferences, personal information stored on electronic devices and payment information, including credit and debit card data. Sunrise also gathers and retains information about its employees in the normal course of business. In many cases, Sunrise may share this personal information with third-party service providers that assist with certain aspects of Sunrise’s business.

The confidentiality or integrity of the data held by Sunrise or its third-party providers could be compromised by, among other things, unauthorized access, misappropriation, misuse, leakage, falsification or accidental release or loss. Sunrise has experienced data breach incidents in the past and may experience them in the future. A compromise of the confidentiality or integrity of Sunrise’s data could lead to regulatory fines and other sanctions, litigation, significant costs required to remedy breaches, damage to Sunrise’s reputation and brand equity, disruptions in Sunrise’s operations and otherwise have a material adverse effect on its business, revenues, earnings and cash flows.

Sunrise is subject to laws regarding the protection, privacy and security of personal information, such as the Swiss Federal Act on Data Protection (Bundesgesetz über den Datenschutz of 25 September 2020 (Status as of 1 September 2023)) (the “Federal Data Protection Act”) and -in specific cases - Regulation (EU) 2016/679 (General Data Protection Regulation, or “GDPR”), and expects the regulatory landscape to continue to evolve. Data protection laws may impose restrictions on data practices which may necessitate changes to Sunrise’s operations, impact operational efficiency, prevent the application of certain marketing and sales initiatives and result in increased regulatory and compliance costs. Also, compliance with data privacy laws has become more complex and compliance costs have increased significantly and may continue to do so. Sunrise may not be fully compliant with the Federal Data Protection Act or other applicable data protection legislation at all times. Failure to comply with data protection laws or laws related to use of personal data in marketing (such as laws concerning use of cookies and similar techniques) could subject Sunrise to potentially significant liability, including litigation, investigation, regulatory actions or other actions by local, cantonal or federal authorities, and may result in, among other consequences, penalties and fines (which may not be covered by Sunrise’s insurance policies or contractual protections and which may be significant, particularly if imposed under the GDPR), required remedial actions, as well as reputational harm, negative publicity and increased customer churn, any of which could have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows.

In addition, there is increasing public awareness of privacy and data security issues. Practices that may be perceived to be inappropriate or overly intrusive by consumers (for example, personalized advertising and use of consumer data in training AI models), as well as any failure by Sunrise to keep up with consumer preferences towards the use of their personal data, may result in as reputational harm, negative publicity and increased customer churn, any of which could have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows.

Generally Applicable Risk Factors

Unfavorable conditions in and outside Switzerland may materially adversely impact Sunrise’s business, revenues, earnings and cash flows.

Although Sunrise has historically benefitted from the Swiss macroeconomic environment, there can be no assurance that, among other things, Swiss inflation, interest rates and corporate taxes will remain low or lower than the EU-15, that its GDP per capita will remain high or higher than that of the EU-15 or that the Swiss currency will remain stable. Unfavorable economic conditions in Switzerland, which is the only country in which Sunrise provides its products and services, may impact the size of Sunrise’s subscriber base or the prices Sunrise is able to charge for its products and services, as subscribers may be more likely to, among other things, downgrade or disconnect their services, place fewer international calls or adopt new value-added services at a slower rate than expected or not at all, or to increase Sunrise’s bad debt expense. Macroeconomic and other conditions impacting travel to or from Switzerland could negatively impact revenue from roaming fees.

Adverse public health, geopolitical and climate conditions could have a material adverse impact on Sunrise’s business, revenues, earnings and cash flows.

Sunrise may be adversely impacted by public health emergencies, epidemics and pandemics and government responses thereto. For example, the COVID-19 pandemic required Sunrise to implement a remote work policy, implement additional public health protocols in the context of maintaining and operating its networks and close certain of its retail stores, resulting in business disruptions. It also adversely affected the global economy,

disrupted global supply chains and created significant volatility and disruption of financial markets. The impact of any such future event or condition may be different and cannot be predicted.

In addition, political unrest and geopolitical conflicts (such as the Russia-Ukraine conflict and conflicts in the Middle East) have disrupted and may further disrupt global supply chains and heighten volatility of global financial markets, as well as increase the incidence of cyberattacks against critical infrastructure, including Sunrise’s networks. While Sunrise does not have direct operations in conflict areas, Sunrise has one supplier located in Moldova, which could be impacted by an escalation of the Russia-Ukraine conflict. Any escalation in current or emerging conflicts could worsen the foregoing effects or create new adverse conditions that Sunrise cannot predict.

The operation of Sunrise’s networks requires a substantial amount of electricity. Geopolitical conflict has led and could in the future lead to energy costs increases in Switzerland. It could also in the future lead to electricity shortages. Switzerland relies on energy imports, including Russian natural gas, to meet energy demands during the winter months. The Swiss government has stated that it may resort to rolling blackouts due to potential energy shortages as a result of the Russia-Ukraine conflict and possible disruptions in gas supplies and Sunrise as well as other telecommunications operators have prepared plans to address energy shortages should they occur. The cost of electricity may also increase due to the effects of climate change, such as increase in global temperatures and in the frequency and severity of weather-related events. Any energy cost increases or shortages or governmental responses to such disruptions could have a material adverse impact on Sunrise’s ability to conduct its operations and its revenues, earnings and cash flows.

Environmental, social and governance risks may adversely impact Sunrise’s business.

Sunrise may be unable to adapt to or comply with increasingly demanding expectations from analysts, investors, customers and other stakeholders and new regulatory diligence and reporting or other legal requirements related to ESG issues, including Sunrise’s impact on the environment or the origin of raw materials in some of its products. Expectations and requirements may differ among stakeholders, may be based on diverging calculations or other criteria and may experience material changes as they are emerging. Sunrise may not be able to meet its ESG objectives (including its CO2 emission reduction targets) for a variety of reasons, including factors outside of its control. A failure to comply with any requisite ESG standards or meet ESG goals or expectations could adversely affect Sunrise’s reputation, have a negative impact on its relationships with investors, employees and customers, hinder Sunrise’s access to capital or the cost thereof or otherwise significantly increase Sunrise’s costs, all of which could have a material adverse effect on Sunrise’s business, revenues, earnings and cash flows.

Climate-related risks may adversely impact Sunrise’s business.

At the end of 2024 following the completion of the spin-off, Sunrise conducted a climate change risk assessment (the “Assessment”) in accordance with applicable Swiss law to identify key risks and opportunities under two opposing climate scenarios. The Assessment adhered to the recommendations set out in the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (“TCFD”) guidelines to evaluate Sunrise’s physical and transition risks as an independent entity.

Certain of the transition risks identified by the Assessment have the potential to impact costs, access to capital, market share, operational processes and rollouts, the ability to meet consumer needs and regulatory fines or litigation. These include, among others:

•increased exposure to rising energy costs and carbon taxation driven by rising data demands;

•growing climate compliance and disclosure demands with associated impacts on operational processes;

•rising costs and reduced availability of critical raw materials (e.g., copper, lithium, rare earth metals) and low-carbon alternatives;

•increasing customer and investor sustainability expectations; and

•insufficient adoption of circular economy practices and efficient product design.

The physical risks identified by the Assessment include, among others, acute physical hazards, such as extreme weather events, and chronic physical conditions that may lead to rising temperatures and prolonged

heatwaves. These have the potential to impact infrastructure operations and maintenance, energy stability and costs, water consumption, insurance coverage and premiums and indirect impacts such as through the supply chain.

There can be no assurance that Sunrise will be successful with respect to acquisitions, dispositions, joint ventures, partnerships or other strategic transactions, or that it will achieve the anticipated benefits thereof.

Sunrise has sought and completed, and expects to continue to seek and complete, attractive acquisitions, dispositions, joint ventures, partnerships or other strategic transactions. Sunrise’s ability to successfully execute any such future transaction may be limited by many factors, including market conditions, government regulation, availability of financing, its or its counterparty’s debt covenants, complex ownership structures among potential targets, acquirers, joint ventures or partners, disapproval by shareholders of potential targets or acquirers and competition from other potential acquirers, including private equity funds. Sunrise may finance future acquisitions and other inorganic growth strategies by issuing equity to finance or refinance the consideration in any such transactions, which would dilute the ownership interests of its shareholders, or incur significant debt in connection with acquisitions.

Even if Sunrise is successful in completing such transactions, its ability to realize the anticipated benefits of such transactions will depend, to a large extent, on its ability to integrate the acquired business in a manner that facilitates growth opportunities and achieves the projected cost savings, which may be challenging. For example, Sunrise has experienced challenges with integrating different technology systems following the Sunrise-UPC transaction. Factors beyond Sunrise’s control could affect the total amount or timing of integration costs, and many of these costs, by their nature, are difficult to estimate accurately. These costs could exceed the costs historically borne by Sunrise and offset, in whole or in part, the expected synergies. Expected synergies and benefits may not be realized in the amounts anticipated, within the expected time frame, at the expected cost or at all. Strategic transactions may fail to further Sunrise’s business strategy as anticipated, expose Sunrise to additional liabilities associated with an acquired business, some of which Sunrise may be unable to anticipate and for which it may not be indemnified by the target, disrupt its existing business, distract management and result in the loss of key employees, business partners and customers.

Risks Relating to Sunrise’s Relationship with Liberty Global

Following the spin-off, conflicts of interest, or the appearance of conflicts of interest, may develop between the executive officers and directors of Liberty Global, on the one hand, and the executive officers and directors of Sunrise, on the other hand.

Certain of the directors and executive officers of Liberty Global also serve as members of the Sunrise Board and own both Liberty Global Common Shares and Sunrise ADSs or Sunrise Shares and thus have a financial interest in both companies. In particular, Mr. Fries, the Chief Executive Officer and President of Liberty Global and Vice Chairman of the Liberty Board, serves as the Sunrise Chair, see “Item 6. Directors, Senior Management and Employees—Item 6.A Directors and senior management.” This overlap of roles and financial interests could create, or appear to create, actual or potential conflicts of interest when Liberty Global’s directors and executive officers and members of the Sunrise Board and members of the Executive Committee of Sunrise (the “Sunrise Executive Committee”) face decisions that could have different implications for Liberty Global and Sunrise.

For example, potential conflicts of interest could arise in connection with the resolution of any dispute between Liberty Global and Sunrise regarding terms of the agreements governing the relationship between Liberty Global and Sunrise after the spin-off, including, among others, the master separation agreement, the tax separation agreement and the transitional services agreements or any commercial agreements between the parties or their affiliates.

If Liberty Global is unable for any reason to effectively provide services to Sunrise pursuant to the companies’ services arrangements, or if Sunrise is unable to adequately, timely and cost-effectively replace such services once such arrangements expire, Sunrise’s business could be adversely affected.

Neither Liberty Global nor any of its affiliates have any obligation to provide financial, operational or organizational assistance to Sunrise and its subsidiaries other than those services to be provided pursuant to existing services agreements, including services agreements that Liberty Global and Sunrise entered into in connection with the spin-off, see “Item 10. Additional Information—Item 10.C Material Contracts.” If Liberty Global does not provide these services to Sunrise effectively or at all for any reason, or if Sunrise is not able to timely, adequately and cost-efficiently replace such services with internal resources or vendor agreements once such arrangements expire or if they are for any reason terminated, then Sunrise may not be able to operate its business effectively and its profitability may decline.

Potential indemnification liabilities to Liberty Global pursuant to the agreements entered into in connection with the spin-off could materially and adversely affect Sunrise’s business, financial condition, financial performance and cash flows.

The agreements Sunrise entered into with Liberty Global in connection with the spin-off, among other things, provide for indemnification obligations designed to make Sunrise financially responsible for substantially all liabilities that may exist relating to its business activities, whether incurred prior to or after the spin-off. If Sunrise is required to indemnify Liberty Global under the circumstances set forth in the agreements it enters into with Liberty Global, Sunrise may be subject to substantial liabilities. Please refer to the section entitled “Item 10. Additional Information—Item 10.C Material Contracts.”

The terms that Sunrise receives in its agreements with Liberty Global may be less beneficial to Sunrise than the terms Sunrise may have otherwise received from unaffiliated third parties.

The agreements Sunrise extended or entered into with Liberty Global in connection with the spin-off were prepared while Sunrise was still a wholly owned subsidiary of Liberty Global. Accordingly, during the period in which the terms of those agreements were prepared, Sunrise did not have an independent board of directors or a management team that was independent of Liberty Global. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties. For more information on the agreements Sunrise has entered into, please refer to “Item 10. Additional Information—Item 10.C Material Contracts.”

Sunrise may have a significant indemnity obligation to Liberty Global, which is not limited in amount or subject to any cap, if the spin-off is treated as a taxable transaction due to certain actions by Sunrise. In addition, Sunrise is responsible for, and has agreed to indemnify Liberty Global for, certain taxes that are attributable to or otherwise relate to the Sunrise group, and for taxes that are attributable to certain internal restructuring steps taken prior to the spin-off.

Pursuant to the tax separation agreement that Sunrise entered into with Liberty Global in connection with the spin-off, Sunrise and Liberty Global generally are equally allocated any tax liabilities in the event that the spin-off is not accorded the tax treatment expected by the parties. However, in the event that the spin-off is determined to be taxable as a result of certain actions taken by Sunrise, then Sunrise would be responsible for all taxes imposed on it or Liberty Global as a result thereof, including taxes imposed on Liberty Global’s shareholders that Sunrise or Liberty Global bear as a result of shareholder litigation.

Sunrise’s indemnification obligations to Liberty Global and its subsidiaries are not limited in amount or subject to any cap. If Sunrise is required to indemnify Liberty Global and its subsidiaries under the circumstances set forth in the tax separation agreement, Sunrise may be subject to substantial liabilities, which could materially adversely affect its financial position. See “Item 10. Additional Information—Item 10.C Material Contracts.—Tax Separation Agreement.”

Sunrise may determine to forgo certain transactions in order to avoid the risk of incurring significant tax-related liabilities.

In the tax separation agreement, Sunrise covenanted not to take any action, or fail to take any action (including restrictions on mergers, sales of assets, certain sales of stock and similar transactions), following the spin-off, which action or failure to act is inconsistent with the spin-off qualifying for favored tax treatment under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”) and related provisions. As a result, Sunrise might determine to forgo certain transactions that might have otherwise been advantageous in order to preserve the favored tax treatment of the spin-off. Under the tax separation agreement, these restrictions apply for two years following the spin-off, unless Sunrise obtains a tax opinion that such action will not result in taxes being imposed on the spin-off, or unless Sunrise and Liberty Global agree otherwise.

In particular, Sunrise might determine to continue to operate certain of its business operations for the foreseeable future even if a sale or discontinuance of such business might have otherwise been advantageous. In addition, Sunrise’s indemnity obligation under the tax separation agreement might discourage, delay or prevent a change of control transaction for some period of time following the spin-off. See “10.C Material contracts—Agreements related to the spin-off.”

Risks Relating to the Sunrise Shares and Jurisdiction of Incorporation

The price of Sunrise Shares and the Sunrise ADSs may be volatile

The price of Sunrise Class A Common Shares or Sunrise ADSs may be volatile due to issuances of new Sunrise Shares, including pursuant to the exercise or vesting of equity awards, or the perception that they may occur. It could also fluctuate significantly for many reasons, including, among other things, broad market fluctuations, general market conditions, fluctuations in Sunrise’s operating results, changes in the market’s perception of Sunrise’s business, including as a result of industry or analyst reports that are published from time to time, and announcements made by Sunrise, Sunrise’s competitors or parties with whom Sunrise has business relationships, the risks identified in this Annual Report on Form 20-F or reasons unrelated to Sunrise’s performance. These factors may result in short- or long-term negative pressure on the value of Sunrise Shares or Sunrise ADSs. A viable and active trading market is unlikely to develop for the Sunrise Class B Shares or the Sunrise Class B ADSs.

The Sunrise Class A Common Shares are not listed on a U.S. stock exchange. In order to trade such shares on the SIX, Sunrise Class A ADSs need to be deposited with a bank, broker or other nominee with the capability to hold and trade such shares on the SIX.

Sunrise Class A Common Shares, which can be received upon canceling Sunrise Class A ADSs and withdrawing the underlying Sunrise Class A Common Shares can only be held and traded on the SIX through a broker capable of supporting such trading. Not all U.S.-based banks, brokers and other nominees have the capability to hold and trade the Sunrise Class A Common Shares on the SIX. Even if a bank, broker or other nominee has that capability, it may take some time for it to take necessary action to enable Sunrise ADS holders to hold and trade the Sunrise Class A Common Shares on the SIX through it. In addition, the ability to hold Sunrise Class A Common Shares with an eligible broker, bank or other nominee will depend not only on such entity’s operational capabilities, but also on the policies of, and arrangements with such entity, and if such entity is unable to do so for any reason, Sunrise ADS holders will not be able to sell Sunrise Class A Common Shares on the SIX. If Sunrise ADS holders are not able to sell their Sunrise Class A Common Shares on the SIX and there is also no OTC market for the Sunrise Class A ADSs, the Sunrise Class A Common Shares may be illiquid and worthless.

Mr. Malone and Mr. Fries have significant voting power with respect to corporate matters considered by Sunrise’s shareholders.

As of 17 February 2025 Mr. Malone beneficially owned outstanding Sunrise Shares representing approximately 22.75% of the combined voting power of the outstanding Sunrise Shares and approximately 67.65% of the outstanding Sunrise Class B Shares. By virtue of his voting power in Sunrise, Mr. Malone has significant influence over the outcome of any corporate transaction or other matters submitted to Sunrise’s shareholders for approval.

For example, under Swiss law, certain matters, including ordinary capital increases for cash, declaration of dividends and share distributions,amendments to the articles of association and appointment and removal of directors, require shareholder approval by a majority of the Sunrise Shares represented at the relevant shareholder meeting, voting together as a single class. Certain other matters, including ordinary capital increases other than for cash, limiting or withdrawing shareholders’ pre-emptive rights, creation of new shares with privileged voting rights, delisting, mergers, demergers and change of place of incorporation, require shareholder approval by (i) two-thirds of the votes represented, voting together as a single class, and (ii) a majority of the share capital represented at the relevant shareholder meeting.

In addition, Sunrise’s articles of association requires that certain actions, including, among others, capital changes, certain distributions of securities, certain business combinations and other extraordinary transactions as well as the amendment of certain “special” provisions in Sunrise’s articles of association be additionally approved by a majority of the Sunrise Class B Shares represented at the general meeting of Sunrise shareholders at which such matters are considered, voting separately as a class. For more information regarding Sunrise’s share capital and the rights attaching to the Sunrise Shares following the spin-off, see Exhibit 2.5 “Description of Securities of the Registrant” to this Annual Report on Form 20-F.

As a result of the foregoing, Mr. Malone has considerable influence over the outcome of any corporate transaction or other matters submitted to Sunrise’s shareholders for approval. He is able to prevent the requisite approval threshold from being met for actions or transactions that must be approved by a majority of the Sunrise Class B Shares represented at the general meeting of Sunrise shareholders and is able to significantly influence the outcome of all other matters which require shareholder approval. Despite the foregoing, Mr. Malone may not be able to ensure the approval of any corporate transaction without additional shareholder support, because he owns neither a majority of the voting power nor a majority of the share capital of Sunrise.

As of 17 February 2025, Mr. Fries beneficially owned outstanding Sunrise Shares representing approximately 6.69% of the aggregate voting power of the outstanding Sunrise Shares and approximately 22.17% of the outstanding Sunrise Class B Shares. Mr. Malone and Mr. Fries may determine to swap Sunrise Shares they beneficially own with each other. If Mr. Malone and Mr. Fries determine to engage in such a swap transaction, Mr. Fries’ total voting power in Sunrise may increase, though the aggregate voting power of the outstanding Sunrise Shares beneficially owned by Messrs. Malone and Fries would remain the same.

If Sunrise were a passive foreign investment company for U.S. federal income tax purposes for any taxable year, U.S. holders of Sunrise ADSs could be subject to adverse U.S. federal income tax consequences.

A non-U.S. corporation will be classified as a passive foreign investment company (“PFIC”) for any taxable year in which, after applying certain look-through rules, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. Based upon its business and operations, Sunrise does not believe that it was treated as a PFIC for U.S. federal income tax purposes for the taxable year of 2024 and does not expect to be treated as a PFIC for U.S. federal income tax purposes for the current 2025 taxable year or foreseeable future taxable years. However, this conclusion is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to change. Further, it is difficult to accurately predict future assets and income relevant to the PFIC determination. Thus, there can be no assurance that Sunrise will not be treated as a PFIC for any taxable year.

If Sunrise were a PFIC for any taxable year during which a U.S. person holds Sunrise ADSs, certain adverse U.S. federal income tax consequences could apply to such U.S. person. See “Item 10. Additional Information—Item 10.E Taxation—Material U.S. Federal Income Tax Considerations for U.S. Sunrise ADS Holders—Passive Foreign Investment Company Status.”

If securities or industry analysts cease publishing or publish unfavorable research about Sunrise, the price and trading volume of Sunrise Class A Common Shares and Sunrise Class A ADSs could decline.

The trading markets for Sunrise Class A Common Shares and Sunrise Class A ADSs are influenced by the research and reports that industry or securities analysts publish about Sunrise. If research analysts cease coverage, or fail to publish reports about Sunrise regularly, Sunrise’s visibility in the financial markets may decline, which in turn could cause the price or trading volume to decline. Moreover, if one or more of the analysts who cover Sunrise negatively change their recommendations regarding Sunrise for any reason, the price or trading volume could decline.

Sunrise shareholders may be unable to effect service of process in the U.S. or enforce judgments obtained against Sunrise, members of the Sunrise Board or members of the Executive Committee in U.S. courts and may have limited access to a judicial forum favorable to plaintiffs.

Sunrise is a Swiss stock corporation. As a result, the rights of holders of Sunrise Shares are governed by the Swiss Code of Obligations (Obligationenrecht) (the “Swiss Code of Obligations”), other Swiss laws and Sunrise’s articles of association. The rights of shareholders under Swiss law may differ from the rights of shareholders of companies incorporated in other jurisdictions. The majority of the members of the Sunrise Board (each a “Sunrise Director”) and all of the members of the Executive Committee of Sunrise are not residents of the U.S., and substantially all of Sunrise’s assets are located outside the U.S. As a result, it may be difficult for investors to effect service of process on those persons in the U.S. or to enforce in the U.S. judgments obtained in U.S. courts against Sunrise or those persons based on the civil liability provisions of the U.S. securities laws. It is doubtful whether courts in Switzerland will enforce judgments obtained in other jurisdictions, including the U.S., against Sunrise, Sunrise Directors who are not residents of the U.S. or members of the Executive Committee under the securities laws of those jurisdictions or entertain actions in Switzerland against such parties under the securities laws of other jurisdictions.

In addition, Sunrise’s articles of association provide that the competent court with jurisdiction over the registered office of Sunrise is the exclusive forum for any shareholder suits against Sunrise, members of the Sunrise Board or members of the Executive Committee. This exclusive forum provision may limit a shareholder’s ability to choose its preferred judicial forum for disputes with Sunrise, Sunrise Directors or members of the Executive Committee, which may discourage the filing of lawsuits with respect to such claims. If a court were to find this exclusive forum provision to be inapplicable or unenforceable in an action, Sunrise may incur additional costs associated with resolving such action in another jurisdiction, which could adversely affect Sunrise’s business and financial condition.

The forum selection provision in Sunrise’s articles of association do not apply to any causes of action arising under the Securities Act or the Exchange Act. The Securities Act provides that both federal and state courts have concurrent jurisdiction over suits brought to enforce any duty or liability under the Securities Act or the rules and regulations thereunder, and the Exchange Act provides that federal courts have exclusive jurisdiction over suits brought to enforce any duty or liability under the Exchange Act or the rules and regulations thereunder. Investors cannot waive, and accepting or consenting to this forum selection provision does not represent a waiver, compliance with U.S. federal securities laws and the rules and regulations thereunder.

Sunrise’s articles of association provide for an “opting-up” clause, as a result of which Sunrise shareholders may not benefit from the protection afforded to them by the mandatory bid rule under Swiss law and may not be able to sell their Sunrise Shares in the event of an effective change of control.

Under Swiss law, a person that exceeds 331/3% (or a higher threshold up to 49% specified in a company’s articles of association, known as an “opting-up” clause) of the voting rights of a Swiss company is required to make a mandatory tender offer for the listed shares it does not own under certain conditions. Sunrise’s articles of association include an opting-up clause pursuant to which Mr. Malone, Mr. Fries, their respective affiliates and parties acting in concert with them would only be required to make a mandatory tender offer for the remaining Sunrise Class A Common Shares they do not own if they own in excess of 45% of the voting rights of Sunrise. As a result, Mr. Malone, Mr. Fries, their affiliates and parties acting in concert with them could acquire up to 45% of the

voting rights of Sunrise, and therefore effective control of Sunrise, without having to give the public shareholders of Sunrise an opportunity to sell their Sunrise Class A Common Shares to the acquirer.

Sunrise shareholders outside of Switzerland may not be able to exercise preemptive rights in future issuances of equity or other securities that are convertible into equity.

Under Swiss law, shareholders may receive certain preemptive or advance subscription rights to subscribe on a pro-rata basis for issuances of equity or other securities that are convertible into equity. Due to laws and regulations in their respective jurisdictions, however, non-Swiss shareholders may not be able to exercise such rights unless Sunrise takes action to register or otherwise qualify the rights offering under the laws of that jurisdiction or an exemption from such registration or qualification is available. In particular, shareholders in the U.S. may not be entitled to exercise these rights, unless the offered securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. There can be no assurance that Sunrise would take any action to register or otherwise qualify the offering of Sunrise Shares under the law of any jurisdiction where the offering of such rights is restricted or that an exemption from such registration or qualification requirements would be available with respect to any particular shareholder. If Sunrise shareholders in jurisdictions outside of Switzerland were unable to exercise their subscription rights, their ownership interest in Sunrise would be diluted.

Shareholders’ equity interest in Sunrise may be diluted by future equity sales and share issuances.

Future issuances of Sunrise Shares would result in shareholders' equity being diluted. Any such sale of equity, if implemented and any such issuance of Sunrise Shares pursuant to equity awards, as well as any other equity sales or share issuances that Sunrise may undertake would dilute shareholders’ equity interest in Sunrise and therefore reduce shareholders’ share of future dividends or capital appreciation.

Risks Relating to the Sunrise foreign private issuer status

Sunrise is a foreign private issuer and holders of Sunrise Shares or Sunrise ADSs should not expect to receive the same information during the same timeframes as such information is normally provided to holders of securities of listed U.S. domestic companies.

During the time that Sunrise reports under the Exchange Act, it will be a foreign private issuer. As a foreign private issuer, Sunrise is exempt from certain rules under the Exchange Act that regulate disclosure obligations, as well as procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, and, therefore, there may be less publicly available information about Sunrise than if it was a domestic U.S. company. In addition, Sunrise’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder. Therefore, Sunrise’s shareholders may not know on a timely basis when Sunrise’s officers, directors and principal shareholders purchase or sell Sunrise’s securities. Sunrise is also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. Moreover, during the time that Sunrise reports under the Exchange Act, it will have four months after the end of each fiscal year to file its annual report with the SEC and will not be required to file quarterly reports on Form 10-Q or current reports on Form 8-K that a U.S. domestic company would be required to file under the Exchange Act. While Sunrise will be required to comply with the requirements of the SIX and Swiss Law, these requirements differ from those under the Exchange Act and Regulation FD, and holders of Sunrise Shares or Sunrise ADSs should not expect to receive the same information during the same timeframe as such information is normally provided to holders of securities of listed U.S. domestic companies.

It is worth noting that if Sunrise were to lose its foreign private issuer status, the compliance requirements under the Exchange Act would become more extensive, onerous and require changes to corporate governance practices. The associated additional legal and financial compliance costs would be significantly higher.

As permitted under Nasdaq’s listing rules, as a foreign private issuer Sunrise adheres to certain Swiss corporate governance requirements that differ to those of listed U.S. domestic companies.

The Nasdaq listing of the Sunrise Class A ADSs is for a transitional period only, extending from the listing date of the Sunrise Class A ADSs on Nasdaq to a date approximately nine months thereafter, with the specific date to be determined. Sunrise could elect to extend the transitional period based upon facts and circumstances at the time.

The Nasdaq Listing Rules provide that foreign private issuers may follow home country practice in lieu of Nasdaq’s corporate governance standards, subject to certain exceptions and except to the extent that such exemptions would be contrary to U.S. federal securities laws. For example, Sunrise is exempt from Nasdaq regulations that require a listed U.S. company to:

•have a majority of the board of directors consist of independent directors as such term is defined by Nasdaq;

•have nominating and compensations committees that are fully independent, as defined by Nasdaq;

•solicit proxies and provide proxy statements for all shareholder meetings; and

•seek shareholder approval for the implementation of certain equity compensation plans and issuances of shares.

For an overview of Sunrise’s corporate governance principles, including those which comply with certain of the requirements above, see “Item 10. Additional Information—Item 10.B Memorandum and articles of association” and “Item 16G. Corporate Governance.”

In the event that the Nasdaq listing of the Sunrise Class A ADSs is terminated, Sunrise will no longer be subject to the listing rules and corporate governance requirements of any U.S. stock exchange even as a foreign private issuer, including, among others, requirements related to audit committee composition and the adoption of a compensation clawback policy that is compliant with Nasdaq rules. Because the Sunrise Class A Common Shares are listed on the SIX, Sunrise would be subject to the applicable corporate governance requirements of the SIX and Swiss law.

In accordance with the Sunrise Nasdaq listing, the Sunrise Audit Committee is required to comply with the provisions of Section 301 of the Sarbanes-Oxley Act of 2002 and Rule 10A-3 of the Exchange Act, both of which also are applicable to Nasdaq-listed U.S. companies. To the extent that Sunrise follows certain Swiss corporate governance practices in lieu of the Nasdaq Listing Rules, holders of the Sunrise Shares or the Sunrise ADSs do not have the same corporate governance protections as are available to holders of securities of listed U.S. domestic companies.

Sunrise plans to cease reporting under the Exchange Act as soon as practicable in accordance with applicable rules and regulations.

Sunrise is permitted under applicable SEC rules and regulations to cease reporting under the Exchange Act once it meets certain conditions, including that it has had Exchange Act reporting obligations for at least 12 months, has filed or furnished all reports required for this period, and has filed at least one annual report on Form 20-F. In addition, Sunrise must also have maintained a listing of its Class A Common Shares on the SIX for at least 12 months, Switzerland must be the primary trading market (as defined by the SEC) for the Sunrise Class A Common Shares, and the U.S. average daily trading volume (ADTV) of the Sunrise Class A Common Shares for a recent 12-month period as of the relevant measurement date must have been no greater than 5% of the worldwide average daily trading volume (“ADTV”) for the same period.If Sunrise does not meet this ADTV condition at the time it terminates the listing of the Sunrise Class A ADSs on Nasdaq, it will be required to report under the Exchange Act for at least another 12 months from the date the listing was terminated. Sunrise plans to cease reporting under the Exchange Act as soon as it is permitted to do so.

If and when Sunrise ceases reporting under the Exchange Act, holders of Sunrise securities will only have access to such information about Sunrise as it will at that time be required to disclose in accordance with Swiss law and SIX listing requirements. Accordingly, if Sunrise ceases reporting under the Exchange Act, holders of Sunrise securities may have access to less information about Sunrise and its business, operations and financial performance than will be available in the period following the completion of the spin-off and before Sunrise ceases reporting, and any such information may be more difficult to access because it will not be posted on the SEC website. Sunrise will at that time also cease, among other things, to be subject to the liability provisions of the Exchange Act and the provisions of the Sarbanes-Oxley Act of 2002. If Sunrise is unable to cease reporting under the Exchange Act as

currently contemplated, it may incur additional costs in order to maintain compliance with applicable U.S. laws and regulations.

Risks Relating to the Sunrise ADSs

The Nasdaq listing of the Sunrise ADSs is for a transitional period only.

The Nasdaq listing of the Sunrise Class A ADSs is for a transitional period only, to facilitate trading and holding of the Sunrise Class A ADSs after the spin-off. This transitional period will extend from the listing date of the Sunrise Class A ADSs on Nasdaq to a date approximately nine months thereafter, with the specific date to be determined.Sunrise could elect to extend the transitional period based upon facts and circumstances at the time, but Sunrise Class A ADS holders should prepare for a delisting at the end of the transitional period. Upon the expiration of the transitional period and delisting, Sunrise Class A ADSs will trade in the U.S. on an over-the-counter (“OTC”) basis and holders of the Sunrise Class A ADS should plan to manage their holdings and brokerage accounts accordingly. Holders of Sunrise Class A ADSs who do not cancel their Sunrise Class A ADSs and withdraw the underlying Sunrise Class A Common Shares prior to the delisting will only be able to trade the Sunrise Class A ADSs OTC in the U.S. and only if their broker can accommodate OTC trading of Sunrise ADSs. OTC trading is generally much more limited than trading on any national securities exchange and subject to greater volatility. Sunrise cannot predict the price at which Sunrise ADSs trade, or the volume of such trading.

Sunrise ADS holders do not directly hold Sunrise Shares and may not be able to exercise their right to vote the Sunrise Shares underlying their Sunrise ADSs.

Sunrise ADS holders are not treated as one of Sunrise’s shareholders and they do not have direct shareholder rights. Sunrise’s depositary, JPMorgan Chase, is the holder of the Sunrise Shares underlying the Sunrise ADSs. Sunrise ADS holders have contractual Sunrise ADS holder rights. The deposit agreement among Sunrise, the depositary and Sunrise ADS holders, and all other persons directly or indirectly holding Sunrise ADSs set out Sunrise ADS holder rights as well as the rights and obligations of the depositary. Sunrise ADS holders may only exercise voting rights with respect to the Sunrise Shares underlying their respective Sunrise ADSs in accordance with the provisions of the applicable deposit agreement, which provides that Sunrise ADS holders may vote the Sunrise Shares underlying their Sunrise ADSs either by withdrawing the Sunrise Shares or by instructing the depositary to vote the Sunrise Shares underlying the Sunrise ADSs. However, Sunrise ADS holders may not know about the meeting sufficiently in advance to withdraw the Sunrise Shares and, even if they instruct the depositary to vote the Sunrise Shares underlying their Sunrise ADSs, Sunrise cannot guarantee Sunrise ADS holders that the depositary will vote in accordance with their instructions.

The depositary will try, as far as practicable, to vote the Sunrise Shares underlying the Sunrise ADSs as instructed by the Sunrise ADS holders. In such an instance, if Sunrise asks for their instructions, the depositary, upon timely notice from Sunrise, will notify Sunrise ADS holders of the upcoming vote and arrange to deliver Sunrise’s voting materials to them. Sunrise cannot guarantee that they will receive the voting materials in time to ensure that they will be able to instruct the depositary to vote their shares or to withdraw their Sunrise Shares so that they can vote them themselves. If the depositary does not receive timely voting instructions from Sunrise ADS holders, it may give a proxy to a person designated by Sunrise to vote the Sunrise Shares underlying their Sunrise ADSs. Voting instructions may be given only in respect of a number of Sunrise ADSs representing an integral number of Sunrise Shares or any additional securities, property or cash received on or in substitution for the deposited Sunrise Shares (together with the Sunrise Shares, the “Deposited Securities”). In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that Sunrise ADS holders may not be able to exercise any right to vote that they may have with respect to the underlying Sunrise Shares, and there may be nothing they can do if the Sunrise Shares underlying their Sunrise ADSs are not voted as they requested. In addition, the depositary is only required to notify Sunrise ADS holders of any particular vote if it receives timely notice from Sunrise in advance of the scheduled meeting.

Sunrise ADS holders’ right to receive any dividends that Sunrise declares on the Sunrise Shares are more limited than if they were holding Sunrise Shares.

Sunrise ADS holders’ right to receive any dividends that Sunrise declares on its shares, whether in the form of cash or bonus securities, are more limited than that of Sunrise’s shareholders. For example, Sunrise may elect to offer subscription rights to its shareholders without offering such rights directly to Sunrise ADS holders as such subscription rights will be offered to the depositary as shareholder. The depositary has substantial discretion as to what will happen with any offered subscription rights and may determine that it is not legal or practicable to make such rights available to Sunrise ADS holders, in which case it will make such a distribution as it deems permissible and practicable, or it may retain and hold some or all property to be distributed as Deposited Securities, without liability for interest thereon or the investment thereof. In the case of a distribution by Sunrise of securities or property other than cash or subscription rights, the depositary may either (i) distribute such securities or property in any manner it deems equitable and practicable or (ii) to the extent the depositary deems distribution of such securities or property not to be equitable and practicable, sell such securities or property and distribute any net proceeds in the same way it distributes cash. If the depositary is unable to distribute or sell any securities or property distributed by Sunrise on the Sunrise Shares, they will lapse, and Sunrise ADS holders will receive no value. See Exhibit 2.5 “Description of Securities of the Registrant” to this Annual Report on Form 20-F.

Sunrise ADS holders may be subject to limitations on their ability to cancel their Sunrise ADSs and withdraw the underlying Sunrise Shares.

Sunrise ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may refuse to deliver, transfer or register transfers of Sunrise ADSs generally when Sunrise’s books or the books of the depositary are closed, or at any time if Sunrise or the depositary think it is advisable to do so because of any requirement of law, government or governmental body, or under any provision of the applicable deposit agreement, or for any other reason subject to Sunrise ADS holders’ right to cancel their Sunrise ADSs and withdraw the underlying Sunrise Shares. Temporary delays in the cancellation of the Sunrise ADSs and withdrawal of the underlying Sunrise Shares may arise due to closing transfer books of the depositary or Sunrise’s share register. In addition, Sunrise ADS holders may not be able to cancel their Sunrise ADSs and withdraw the underlying Sunrise Shares when they owe money for fees, taxes and similar charges and when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to Sunrise ADSs or to the withdrawal of Sunrise Shares or other Deposited Securities. See “Item 12. Description of Securities Other than Equity Securities—Item 12.B—Description of Securities Other than Equity Securities—American Depositary Shares.”

Sunrise ADS holders’ rights to pursue claims against the depositary as a holder of Sunrise ADSs are limited by the terms of the deposit agreement.

By holding or owning a Sunrise ADS or an interest therein, Sunrise ADS holders and beneficial owners each irrevocably agree that any legal suit, action or proceeding against or involving the depositary or Sunrise brought by Sunrise ADS holders or beneficial owners, arising out of or based upon the deposit agreement, the Sunrise ADSs or the transactions contemplated therein or thereby, including, without limitation, claims under the Securities Act, may be instituted only in the United States Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable).

Further, the federal or state courts in the City of New York have non-exclusive jurisdiction to hear and determine claims arising under the deposit agreement and in that regard, to the fullest extent permitted by law, Sunrise ADS holders waive their right to a jury trial of any claim they may have against Sunrise or the depositary arising out of or relating to the Sunrise Shares, the Sunrise ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.

If Sunrise or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable U.S. state and federal law. To Sunrise’s knowledge, the enforceability of a contractual pre-dispute jury

trial waiver in connection with claims arising under the U.S. federal securities laws has not been finally adjudicated by the United States Supreme Court. However, Sunrise believes that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. Sunrise believes that this is the case with respect to the deposit agreement and the Sunrise ADSs. It is advisable that Sunrise ADS holders consult legal counsel regarding the jury waiver provision before investing in the Sunrise ADSs.

If Sunrise ADS holders or any other holders or beneficial owners of Sunrise ADSs bring a claim against Sunrise or the depositary in connection with matters arising under the deposit agreement or the Sunrise ADSs, including claims under U.S. federal securities laws, Sunrise ADS holders or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us or the depositary.

If a lawsuit is brought against Sunrise or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action.

Nevertheless, if this jury trial waiver provision is not enforced, to the extent a court action proceeds, it would proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or Sunrise ADSs serves as a waiver by any holder or beneficial owner of Sunrise ADSs or by Sunrise or the depositary of compliance with any substantive provision of, or a disclaimer of liability under, the U.S. federal securities laws and the rules and regulations promulgated thereunder.

Sunrise ADS holders are not able to exercise the pre-emptive subscription rights related to the Sunrise Shares that they represent, and may suffer dilution of their equity holdings in the event of future issuances of the Sunrise Shares.

Pursuant to the Swiss Code of Obligations, existing Sunrise shareholders have pre-emptive rights (Bezugsrechte) to subscribe for newly issued shares in proportion to the respective nominal values of their holdings. With respect to conditional capital, Sunrise shareholders have advance subscription rights (Vorwegzeichnungsrechte) for the subscription of equity-linked financial instruments. Pre-emptive rights and advance subscription rights can be excluded or restricted for important reasons (aus wichtigem Grund). In the case of Sunrise, shareholders can exclude or restrict pre-emptive or advance subscription rights, or authorize the Sunrise Board to do so, with the approval of a Supermajority Vote and a Class B Vote.

The Sunrise ADS holders are not entitled to exercise or sell such pre-emptive subscription rights related to the Sunrise Shares underlying their Sunrise ADSs unless Sunrise registers the pre-emptive subscription rights and the securities to which such pre-emptive subscription rights relate under the Securities Act, or if an exemption from the registration requirements of the Securities Act is available. Sunrise is under no obligation to file a registration statement with respect to any such rights or securities. Moreover, Sunrise may not be able to establish an exemption from registration under the Securities Act. Accordingly, Sunrise ADS holders may be unable to participate in any rights offering and may experience dilution in their holdings.

If Sunrise offers shareholders any rights to subscribe for additional Sunrise Shares, Sunrise will advise the depositary whether Sunrise wishes to make such rights available to Sunrise ADS holders. If Sunrise decides to make such rights available to Sunrise ADS holders, but the depositary determines that it is not legal or reasonably practicable to make the rights available to Sunrise ADS holders, the depositary will endeavor to sell the rights and in a riskless principal capacity or otherwise, at such place and upon such terms (including public or private sale) as it may deem proper and distribute the net proceeds in the same way as it does with cash. However, if timing or market conditions do not permit such sale, the depositary will allow rights that are not distributed or sold to lapse, in which case, Sunrise ADS holders would receive no value for such rights.

Item 4. Information on the Company

4.A History and development of Sunrise

The information on page 12 in our Annual Report 2024 under the heading “Operational & Financial Review—Introduction—Switzerland’s Leading Challenger—History” is incorporated herein by reference.

The Sunrise Class A Common Shares are listed in Switzerland on the SIX under the symbol “SUNN.” The Sunrise Class A ADSs are traded on the Nasdaq Global Select Market under the symbol “SNRE.” The Sunrise Class A Common Shares are not listed on any U.S. stock exchange.

Sunrise’s headquarters are located at Thurgauerstrasse 101b, 8152 Glattpark (Opfikon), Switzerland, and its telephone number is +41 58 777 76 66. Substantially all of Sunrise’s assets and businesses are located and operated in Switzerland. Its website address is www.sunrise.ch. This website address is included as an inactive textual reference only.

The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

4.B Business overview

The information on pages 11–25 in our Annual Report 2024 under the headings “Operational & Financial Review—Introduction - Switzerland’s Leading Challenger,” “Operational & Financial Review—Introduction - Switzerland’s Leading Challenger—Strategy,” “Operational & Financial Review—Introduction - Switzerland’s Leading Challenger—Product and Services,” “Operational & Financial Review—Introduction - Switzerland’s Leading Challenger—Network,” and “Operational & Financial Review—Introduction - Switzerland’s Leading Challenger—Regulatory environment” is incorporated herein by reference.

4.C Organizational structure

Organizational structure

The information on pages 128–129 in our Annual Report 2024 under the heading “Corporate Governance—Group Structure and Shareholders” is incorporated herein by reference.

See also “Item 4. Information on the Company—Item 4.A History and development of Sunrise” and “Item 4. Information on the Company—Item 4.B Business overview.”

Significant subsidiaries

See Exhibit 8.1 “Significant Subsidiaries” to this Annual Report on Form 20-F.

4.D Property, plants and equipment

Properties

Office, Retail and Data Site Locations

Sunrise leases substantially all of its office space and retail locations, as well as its data and antenna sites. The other leased properties are technical locations, parking lots, shops, storage units or mixed used sites. All of Sunrise’s leased properties are located in Switzerland, with the exception of a call center office space in Lisbon rented by Sunrise’s wholly owned subsidiary Sunrise Portugal S.A. As of 31 December 2024, Sunrise leased the following properties in Switzerland:

•19 offices, including its headquarters at Opfikon, Zurich, Switzerland, Sunrise’s largest property (approximately 21,590 square meters). The lease on Sunrise’s headquarters expires on 31 December 2033, with the option to extend to until 31 December 2043;

•One TV production studio for the MySports pay TV platform;

•1,146 data sites (technical sites for the preparation, transport and storage of data); and

•97 Sunrise and 15 yallo retail locations.

Sunrise owns 13 immaterial properties in Switzerland, the majority of which are small land parcels which were previously necessary for distribution of radio and television signals.

Sunrise believes that its facilities meet its present needs and that they are generally well maintained and suitable for their intended use. Sunrise believes that it generally has sufficient space to satisfy the demand for its services in the foreseeable future but maintains flexibility to move certain operations to alternative premises.

Antenna Sites

As of 31 December 2024, Sunrise operated 4,752 antenna sites to support its mobile network, of which approximately 55% were accessed pursuant to a long-term master services agreement with Swiss Towers, which is controlled by Cellnex, which is further described below under “Item 10. Additional Information—10.C Material contracts—Swiss Towers Master Services Agreement.” The remaining antenna sites that are not covered by the master services agreement with Swiss Towers are leased pursuant to separate operating lease agreements with other third parties. Sunrise accesses certain additional antenna sites pursuant to an antenna sharing agreement with Salt, pursuant to which Sunrise receives access to certain of Salt’s antennas in exchange for providing Salt with access to the same number of Sunrise antennas.

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

5.A Operating results

The information on pages 28-47 in our Annual Report 2024 under the headings “Operational & Financial Review—Financial Review—Comparability of future results,” “Operational & Financial Review—Financial Review—Factors affecting Sunrise performance,” “Operational & Financial Review—Financial Review—Summary financial information and operating data” and “Operational & Financial Review—Financial Review—Results of operations” is incorporated herein by reference.

5.B Liquidity and capital resources

The information on pages 48-50 in our Annual Report 2024 under the heading “Operational & Financial Review—Liquidity and capital resources” is incorporated herein by reference.

For a discussion of our research and development activities, see “Item 4.B—Business Overview” and “Item 5.A—Operating Results.”

5.C Research and development

Sunrise does not develop its own network infrastructure technologies or otherwise conduct meaningful research and development activities.

5.D Trend information

See “—Item 5.A Operating results”, “—Item 5.B Liquidity and capital resources” and “Item 4. Information on the Company—Item 4.B Business overview” for trend information.

5.E Critical accounting estimates

Not applicable.

Item 6. Directors, Senior Management and Employees

6.A Directors and senior management

Sunrise Directors

The information on pages 134-139 and 150 in our Annual Report 2024 under the headings “Corporate Governance—Board—Members of the board,” “Corporate Governance —Board—Members of the board—Elections and terms of office” and “Corporate Governance—Compensation, Shareholdings and Loans” is incorporated herein by reference.

Executive Committee

The information on pages 146-150 in our Annual Report 2024 under the heading “Corporate Governance—Executive Committee” is incorporated herein by reference.

6.B Compensation

Compensation and benefits-in-kind paid to the Board of Directors

General

Sunrise Directors receive a base fee for their services on the Sunrise Board (“Base Fee”). In addition, with the exception of the chairman of the Sunrise Board, Sunrise Directors who chair or serve on a committee receive an additional fee (“Committee Fee”). Together, these are referred to as “Board Fees”, as set out in the table below. To ensure the independence of the Sunrise Board in its supervisory role over the Executive Committee, the Sunrise Directors have not received any variable compensation linked to the performance of Sunrise.

The Board Fee consists of a cash component and a payment in the form of Sunrise Class A Common shares (each 50% of the Board Fee), with the chairman of the Sunrise Board having the right to elect to receive his cash component in Sunrise Class A Common shares, allowing for further alignment with shareholder interests. The amounts below are gross amounts before deduction of employee social security contributions and taxes, if applicable.

Sunrise pays the cash component to each Sunrise Director and the chairman of the Sunrise Board in semi-annual installments at the end of October and April of each year. The share component will be granted at the end of the month following the date of the AGM, or such other date after the AGM as the Sunrise Board may determine.

For the 2024/2025 term, the cash component will be paid in one installment by the end of April 2025. The share component was granted on 6 December 2024 based on the average closing share price of 10 trading days ending three business days prior to date of grant.

Role	Gross board fees in cash<br>CHFk	Gross board fees in shares<br>CHFk	Gross total <br>CHFk
Annual base fees
Chairman of the Board*	200.0	200.0	400.0
Other members of the Board	100.0	100.0	200.0
Annual committee fees
Chair of the Audit Committee	32.5	32.5	65.0
Chair of the Compensation Committee	22.5	22.5	45.0
Chair of the Nominating Committee	7.5	7.5	15.0
Member of the Audit Committee	20.0	20.0	40.0
Member of the Compensation Committee	15.0	15.0	30.0
Member of the Nominating Committee	5.0	5.0	10.0
* Election right to receive his cash component in Sunrise Class A Common Shares

The Sunrise Directors are reimbursed for travel and other related expenses incurred in connection with their responsibilities as members of the Sunrise Board in accordance with the Articles of Association.

Total Board of Directors compensation

For the 2024 fiscal year, those individuals who served as members of the Sunrise Board received a total compensation of CHF 284,767 in the form of cash and shares including employer-paid social security contributions, if applicable. The aggregate employer social security contribution for the 2024 calendar year amounted to CHF 16,548. From the date of incorporation of Sunrise, i.e., 3 May 2024, until the completion of the spin-off on 8 November 2024, Ms. Jennifer Ann Hodges and Mr. Jany Fruytier served as members of the Board of Directors and Mr. Marcel Huber served as member and chair of the Sunrise Board, without receiving any compensation; accordingly, no employer social security contributions were paid in relation to their mandate.

Description of bonus plan, equity plans, awards and stock options

The overall compensation principles and philosophy of Sunrise also form the basis for the compensation of the Executive Committee, which comprises the following elements:

•Fixed compensation: base salary

•Variable compensation: Short- and Long-Term Incentive Plans

•Company benefit programs (company pension plan, insured benefits and other fringe benefits) and allowances

Fixed compensation

Generally, fixed compensation is paid in cash on a monthly basis and takes into account the role, the individuals’ skills and experience as well as external market data. Potential increases in base salaries are reviewed annually.

Variable compensation

Variable compensation comprises the annual Short-Term Incentive Plan (“STIP”), including the option to participate in the Shareholding Incentive Plan (“SHIP”), and the Long-Term Incentive Plan (“LTIP”). In connection with the spin-off, the members of the Executive Committee received an award (“Initial Award”) to align their interests with those of the shareholders and support long-term value creation. Details are outlined in the sections below.

From 2025 onwards, Sunrise's compensation committee and the Sunrise Board have built upon the existing compensation framework without affecting the previously approved total aggregate maximum amount of Executive Committee compensation.

Pre-spin-off compensation

Short-Term Incentive Plan

The STIP is designed to reward the members of the Executive Committee and all employees (in non-sales roles), on an annual basis, for their contribution to the achievement of company targets and individual targets that together foster the success of Sunrise. Key priorities lie in financial and operating delivery as well as in underpinning our performance culture and commitment to sustainability / ESG.

Sunrise has a defined target-setting and performance-management process in place. Company targets and the individual targets of the members of the Executive Committee are subject to approval by the Sunrise Board.

Individual targets for each employee are defined using a top-down approach, to ensure alignment with the Sunrise corporate strategy across all departments. The assessment of individual performance is based on regular dialogue between employees and leaders, promoting an open exchange of ideas and opportunities for improvement and growth.

Considering the unique position of our company within our industry and the Swiss market, the company targets include the financial Key Performance Indicators (“KPIs”) of Operating Free Cash Flow and Service Revenue, the qualitative KPI of the Relationship Net Promoter Score (“rNPS”), which measures the overall customer satisfaction, and KPIs in key strategic areas of sustainability/ESG: Engagement score and the proportion of women in leadership roles (People), greenhouse gas reductions (Planet), digitalization metric (Progress) and mandatory E-learnings (Governance). We measure company performance against our budgeted targets at the end of each year. The key features of the STIP are outlined in the table below.

Short-Term Incentive Plan (STIP)	Executive <br>Committee	CEO
Target STI as % of the base salary	50%*	200%
Maximum overachievement / cap	150%	150%
Weighting of company target	90%	90%
Weighting of individual performance	10%	10%
Weighting within the company target
• Operating Free Cash Flow (OFCF)	55%	55%
• Service Revenue	20%	20%
• Relative Net Promoter Score (rNPS)	20%	20%
• Sustainability / ESG	5%	5%
*The target STI as % of the base salary for the CFO is 60%

The payment of the STIP for 2024 was approved by the Sunrise Board for the members of the Executive Committee and by the CEO for all other employees.

Shareholding Incentive Plan (SHIP)

The SHIP is a feature of the 2024 STIP that allows participants to elect to receive up to 100% of their 2024 earned annual bonus amount in Sunrise shares.

As a result of the successful spin-off, SHIP participants will receive Sunrise Class A Common Shares instead of Liberty Global shares (LBTYA and LBTYK1 ), which will be issued in March 2025. Subject to the terms and conditions of the Short-Term Incentive Plan and the SHIP, participants will also receive an additional grant of Restricted Share Units equal to 12.5% of the gross number of shares (RSU Premium), which will be granted in March 2025 and vest in March 2026, provided that the participant holds all such shares until that date.

Long-Term Incentive Plan

In 2024, members of the Executive Committee participated in the Performance Incentive Plan, a Liberty Global LTIP, designed to attract and retain the best diverse talent, drive balanced performance through rewarding opportunities and focus on shareholder alignment. Under the Liberty Global LTIP, participants received an award defined either as a percentage of the annual base salary or a US dollar-denominated amount. The awards consist of a

1 LBTYA: The Liberty Global Ltd Class A shares & the Liberty Global Ltd Class C shares are listed on the Nasdaq Global Select Market under the ticker symbol “LBTYA” and “LBTYK”, respectively.

combination of Restricted Share Units (“RSUs”), Share Appreciation Rights (“SARs”), Performance Share Units (“PSUs”) and Ventures Incentive Plan (“VIP”) participation units.

In light of the spin-off, Liberty Global's compensation committee approved a concentration of equity awards granted in 2024, into equivalent Sunrise awards by applying an adjustment factor to maintain the intrinsic value of those awards.

The Liberty Global LTIP 2024 as such will be discontinued for Sunrise employees and will be replaced by a Sunrise LTIP in 2025.

Performance Share Units (PSUs)

In the context of the spin-off, the Sunrise Board has reaffirmed key elements of the PSUs, including the performance conditions, performance period, and vesting date, ensuring they are aligned with Sunrise future success, while the general terms and conditions, as established under the Liberty Global LTIP, remain in place.

Two performance metrics have been defined, which contribute independently to the target achievement:

•30% weighting: Cumulative Absolute Adjusted Free Cash Flow (“FCF”)2 as reported versus plan3

•70% weighting: Relative Total Shareholder Return (“rTSR”)4: relative percentile performance of TSR vs a basket of peers in STOXX Europe 600 Telecommunications Index

The FCF metric was chosen as it supports dividend funding directly, thereby aligning leadership focus with shareholder interests. This metric reinforces financial discipline and ensures that strategic decisions are geared toward creating consistent value for shareholders. The rTSR metric aligns management remuneration with shareholder returns through dividends and share price growth. It also adjusts variable compensation compared to the performance in the telecommunications sector, ensuring fair and relevant comparisons with industry peers.

Under the LTIP, the participants’ awards are tied to performance or lack thereof. For each performance metric, a threshold must be reached to trigger the grant of shares. If the performance thresholds are not met, no payout will be made under the LTIP. Hence, depending on the achievement of the two performance metrics, the number of shares granted can range from zero to 1.85 shares per PSU (FCF: 150% | rTSR: 200%). If the rTSR metric is negative, the payout of the relevant metric is capped at 100%.

The payout curves are shown in the graph below. For FCF, a minimum of 85% target achievement triggers a 50% payout, scaling linearly up to 115% achievement, which yields a 150% payout. For rTSR, performance begins at a 0% payout in the bottom quartile, reaching 25% payout at the 25th percentile, 100% payout at the median

2 FCF: The Free Cash Flow (FCF) is defined as net cash provided by operating activities plus (i) operating-related vendor financed additions and (ii) cash receipts in the period from interest-related derivatives, less (a) cash payments in the period for interest, (b) cash payments in the period for capital expenditures, (c) principal payments on amounts financed by vendors and intermediaries and (d) principal payments on lease liabilities.

3 Exclusions can be applied by the compensation committee for exceptional items impacting FCF as disclosed in the Annual Report or Release. (e.g. legal settlements affecting reported FCF, unexpected tax settlements and spectrum auctions).

4 rTSR: The TSR (Total Shareholder Return) in absolute CHF amount is the sum of the share price accretion and the dividends paid out (including reinvestment assumption) during the respective performance period. For the rTSR the achieved TSR will be compared to the Comparator group in percentage (%). The Comparator group is defined as the peer group within the STOXX Europe 600 Telco Index. This enables a fair and relative performance comparison to peers.

and a maximum of 200% payout at or above the 75th percentile. Intermediate achievement levels between these defined points are calculated through interpolation, ensuring that payouts reflect proportional performance across both metrics.

The performance measurement period runs from 1 January 2025 until 31 December 2026, i.e., for two financial years. The PSUs will vest no later than March 2027 and are subject to continued employment with Sunrise.

Restricted Share Units (RSUs)

RSUs grant the right to receive Sunrise Class A Common Shares on specified future vesting dates, subject to continued employment with Sunrise. The vesting period begins on the grant date and extends over three years, with one third of the RSUs vesting each year.

Share Appreciation Rights (SARs)

SARs grant the right to receive, in the form of Sunrise shares, the value of any increase in the share price over the base price, which is set on the grant date and recalculated following the spin-off. The vesting period begins on the grant date and runs for three years, with one third of the SARs vesting each year, subject to continued employment with Sunrise. Once vested, the SARs are immediately exercisable at the participant’s discretion. The SARs expire ten years after the grant date.

Venture Incentive Plan (VIP)

The VIP is a cash-denominated long-term incentive award allowing certain members of the Executive Committee to participate in the performance of Liberty Global’s ventures portfolio. The VIP tracks the valuation of the ventures portfolio (as specifically defined) over a three-year performance period. VIP awards, if earned, are

settled in Liberty Global shares (LBTYA or LBTYK) or cash in March following the end of the performance period, subject to continued employment with Sunrise.

Post-spin-off compensation

Initial Award

To align the interests of the members of the Executive Committee with the business plan and shareholder interests after the spin-off and retain and motivate high-quality talent to advance the interests and success of Sunrise, all members of the Executive Committee were awarded Initial Awards.

In December 2024, participants received equity grants (each an “Initial Equity Grant”) under the Initial Award, which were split into 50% Performance Share Units (“Initial-PSUs”) (63% for CEO), 33% Restricted Share Units (“Initial-RSUs”) (26% for CEO) and 17% shares (11% for CEO). Selected members of the Executive Committee additionally received Cash-Awards (subject to claw back for termination prior to 31 December 2025 unless terminated by the company other than for cause).

Initial Award Performance Share Units (Initial PSUs)

The Initial PSUs form the most significant component of the Initial Equity Grant due to their performance-driven nature and long-term shareholder orientation. These Initial PSUs have a four-year performance period and will vest in December 2028, subject to the achievement of the performance criterion set out below and will be settled in shares no later than March 2029. This long-term structure underscores the commitment to rewarding sustained excellence, making the Initial PSU instrument a key driver of the Initial Award’s overall value and impact.

The performance criterion for the Initial PSUs is the “Implied TSR based on achieved Internal Rate of Return (“IRR”) Performance %” and was defined as follows:

•The TSR of Sunrise in absolute CHF amount using the share price accretion and the dividends paid out (excluding reinvestment assumption) during the performance period.

•The IRR Performance is based on discounted shareholder returns (dividends/share during performance period & exit share price less entry share price), accounting for the timing of the cash flows.

This metric ensures that Executive Committee compensation is aligned with long-term shareholder interests because the implied TSR, based on the achieved IRR reflects the true investment returns, i.e., value creation experienced by shareholders. At the same time the focus on IRR performance makes it possible to account for variations both in the trajectory of the underlying valuation (measured by the dividend yield) and the execution of the business plan during the performance period in terms of FCF / Dividend Payout.

Initial Award Restricted Share Units (Initial RSUs)

Another component of the Initial Equity Grant are the Initial RSUs, which complement the Initial PSUs with a more steady, time-based approach. These Initial RSUs vest over a four-year period, with one quarter vesting each year. This structure provides recipients with incremental ownership, fostering ongoing engagement and alignment with company interests throughout the award period. Together with the performance-driven Initial PSUs, the Initial RSUs create a balanced incentive, blending immediate retention with long-term performance goals.

Shares

The final component of the Initial Equity Award consists of unrestricted shares, which are subject to a 100% clawback in the event of termination before 31 December 2025. The unrestricted shares not only enhance alignment with shareholder interests but also reinforce a commitment to long-term ownership, complementing both the RSUs and PSUs to create a well-rounded incentive package.

Compensation and benefits-in-kind paid to the Executive Committee

From 15 November 2024 until 31 December 2024, those individuals who served as members of the Executive Committee received an aggregate amount of CHFk 32,780. as compensation and benefits-in-kind, including employer-paid social security contributions and other statutory charges, for their services rendered to Sunrise. For the full 2024 calendar year, those individuals who served as members of the Executive Committee (including former members who left the Executive Committee during 2024 and received contractually agreed compensation in respect of 2024 calendar year) received an aggregate amount of CHFk 44,271 as compensation and benefits-in-kind, excluding employer-paid social security contributions and other statutory charges, for their services rendered to Sunrise and, prior to 15 November 2024, to the Swiss telecom business of Liberty Global. In addition, the total amount set aside or accrued to provide pension, retirement or similar benefits for the full 2024 calendar year amounted to CHF 829,147.

Agreements with Members of the Sunrise Board and Executive Committee

According to the articles of association and subject to applicable law, Sunrise or companies controlled by it may enter into agreements with Sunrise Directors relating to their compensation for either a fixed term or an indefinite term. The duration or termination, as applicable, of such agreements must comply with the relevant term of office (ending no later than the completion of the next ordinary general meeting of shareholders) and applicable law. Sunrise or companies controlled by it may enter into employment agreements with members of the Executive Committee for either a fixed term or an indefinite term. Employment agreements for a fixed term may have a maximum duration of one year; renewal is possible. Employment agreements for an indefinite term may have a termination notice period of no more than twelve months.

As of 31 December 2024, there are no service contracts between Sunrise or companies controlled by it and Sunrise Directors or members of the Executive Committee that provide for benefits upon termination of employment.

For information regarding the share ownership of our directors and executive officers, see “Item 7.A—Major Shareholders.”

6.C. Board Practices

The Sunrise Board

The information on pages 138-146 and 150 in our Annual Report 2024 under the headings “Corporate Governance—Board—Internal Organizational Structure,” “Corporate Governance—Board—Rules in the Articles regarding the number of permitted mandates outside the Company,” “Corporate Governance—Board—Working methods of the Board,” “Corporate Governance—Board—Basic principles regarding the definition of the areas of responsibility between the Board and the Executive Committee,” “Corporate Governance—Board—Information and control instruments vis-à-vis the Executive Committee” and “Corporate Governance—Compensation, Shareholdings

and Loans—Disclosure of rules in the Articles regarding compensation of the Board and of the Executive Committee” is incorporated herein by reference.

Director Independence

The majority of the Sunrise Board (Adam Bird, Ingrid Deltenre, Thomas D. Meyer and Catherine Mühlemann) is independent as defined by the Nasdaq Listing Rules. There is no Swiss legal requirement that a majority of the Sunrise Directors be independent. Three out of seven Sunrise Directors (Ingrid Deltenre, Thomas D. Meyer and Catherine Mühlemann) meet the criteria for independence as defined by the Swiss Code of Best Practice for Corporate Governance 2023 (the “Swiss Code of Best Practice”). Sunrise expects that a majority of its directors will be independent under the Swiss Code of Best Practice by 1 April 2025 at the latest.

Committees of the Sunrise Board

The information on pages 139-142 in our Annual Report 2024 under the heading “Corporate Governance —Board—Committees” is incorporated herein by reference.

Mandates Outside Sunrise and its Subsidiaries

The information on page 150 in our Annual Report 2024 under the heading “Corporate Governance—Executive Committee—Other activities and vested interests” is incorporated herein by reference.

Indemnification and Limitations of Liability for Directors and Officers

Under Swiss law, a corporation may indemnify its directors or officers against losses and expenses (except for such losses and expenses arising from willful misconduct or gross negligence or, according to some legal scholars, even simple negligence), including attorney’s fees, judgments, fines and settlement amounts actually and reasonably incurred in a civil or criminal action, suit or proceeding by reason of having been the representative of, or serving at the request of, the corporation.

Subject to Swiss law, Sunrise’s articles of association provide for indemnification, to the fullest extent permitted by law, of the current and former Sunrise Directors and the Executive Committee and their heirs, executors and administrators against liabilities arising in connection with their roles or any position taken for or at the direction of Sunrise, or the performance of their duties in such capacity, and permit Sunrise to advance the expenses of defending any act, suit or proceeding to Sunrise’s directors and executive officers to the extent not included in insurance coverage or advanced by third parties.

In addition, under general principles of Swiss employment law, an employer may be required to indemnify an employee against losses and expenses incurred by such employee in the proper execution of their duties under the employment agreement with Sunrise.

Sunrise entered into indemnification agreements with each of the Sunrise Directors and each member of the Executive Committee. The indemnification agreements require Sunrise to indemnify the Sunrise Directors and the members of the Executive Committee to the fullest extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Sunrise, Sunrise has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

6.D Employees

As of 31 December 2024, Sunrise had 2,950 employees by headcount or 2,858 full-time equivalents “FTEs,” as compared to 3,113 employees by headcount and 3,012 FTEs as of 31 December 2023, representing a decrease of approximately 5% in the employee population. Employees are located at Sunrise’s headquarters in

Zurich as well as at additional office and retail locations across Switzerland. As of 31 December 2024, 274 employees were located in a Sunrise-owned call center in Portugal. As of the same date, 27% of Sunrise’s employees were part of the sales function, 24% worked in IT, 18% were in management and administration, 12% in marketing, TV and product development, 12% in customer service and 7% in other functions.

As of 31 December 2024, 63% of the Sunrise workforce based in Switzerland was covered by a collective employment contract with Syndicom, a Swiss trade union, which came into force on 1 January 2022. The collective employment contract will be extended automatically to 31 December 2026 if the collective employment contract is not terminated by either party by 30 June 2025. As of the same date, 37% of the most senior employees, including the members of Executive Committee, were employed pursuant to Terms and Conditions of Employment (the “TCE”), which sets out, among other things, termination, holiday and leave, remote work, flexible time, training, insurance and other employee rights and obligations. The TCE are supplemented by individual employment agreements which set out the particulars of each individual’s employment, including compensation matters. Sunrise has never experienced employment-related work stoppages and considers its employee relations to be good.

6.E Share ownership

For information regarding the share ownership of our directors and executive officers, see “Item 6.B—Compensation” and “Item 7.A—Major Shareholders.”

6.F Disclosure of a registrant’s action to recover erroneously awarded compensation

Not applicable.

Item 7. Major Shareholders and Related Party Transactions

7.A Major shareholders

Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be the beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which that person has no economic interest.

Sunrise Shares issuable on or within 60 days of 17 February 2025 upon exercise of options or SARs, vesting of RSUs, conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Also, for purposes of the following presentation, beneficial ownership of Sunrise Class B Shares, although such shares can be exchanged for Sunrise Class A Common Shares, is reported as beneficial ownership of Sunrise Class B Shares only, and not as beneficial ownership of Sunrise Class A Common Shares. The percentage of voting power is presented on an aggregate basis for each person or entity named below.

The following table presents, based on 69,759,702 Sunrise Class A Common Shares and 25,977,316 Sunrise Class B Shares outstanding as of 17 February 2025 and information available regarding beneficial ownership of Sunrise Shares as of 17 February 2025 to the extent known to Sunrise or ascertainable from public filings for each that beneficially owns more than 5% of the outstanding Sunrise Shares.

So far as is known to Sunrise, the persons indicated below have sole voting power and sole dispositive power with respect to the Sunrise Shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership	Percent of Class		Combined Voting Power
John C. Malone	Sunrise Class A Common Shares	4,209,358(1)	6.03	%	22.75	%
c/o Liberty Global Ltd.	Sunrise Class B Shares	17,574,746(2)	67.65	%
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda
Michael T. Fries	Sunrise Class A Common Shares	643,124(3)	0.92	%	6.69	%
c/o Liberty Global Ltd.	Sunrise Class B Shares	5,758,886	22.17	%
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda
The Baupost Group, L.L.C.	Sunrise Class A Common Shares	9,341,051(4)	13.39	%	9.76	%
10 St. James Avenue
Suite 1700
Boston, MA 02116

(1)    Includes 194,682 Sunrise Class A Common Shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.

(2)    Includes 220,296 Sunrise Class B Shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held by the trusts. Also includes 17,354,450 Sunrise Class B Shares and 1,351,445 Sunrise Class A Common Shares held by the Malone Trust.

(3)    Includes 66,241 Sunrise Class A Common Shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.

(4)    Based solely on information contained in a Schedule 13G jointly filed with the SEC on 5 December 2024 by The Baupost Group, L.L.C. (Baupost), Baupost Group GP, L.L.C. (Baupost GP) and Seth A. Klarman. Such Schedule states that Baupost, Baupost GP and Mr. Klarman have shared voting and dispositive power over 9,341,051 shares. Baupost is a registered investment adviser and acts as an investment adviser and general partner to certain private investment limited partnerships. Baupost GP is the manager of Baupost. Mr. Klarman is the sole managing member of Baupost GP and a controlling person of Baupost. The address of Baupost, Baupost GP and Mr. Klarman is 10 St. James Avenue, Suite 1700, Boston, Massachusetts 02116.

The following table presents, based on 69,759,702 Sunrise Class A Common Shares and 25,977,316 Sunrise Class B Shares outstanding as of 17 February 2025 and information available regarding beneficial ownership of Sunrise Shares as of 17 February 2025. Unless otherwise indicated, the beneficial owners listed below may be contacted at Sunrise’s corporate headquarters located at Thurgauerstrasse 101b, 8152 Glattpark (Opfikon). So far as is known to Sunrise, the persons indicated below have sole voting power and sole dispositive power with respect to the Sunrise Shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership	Percent of Class		Combined Voting Power
Michael T. Fries	Sunrise Class A Common Shares	643,124 (1)	0.92	%	6.69	%
Chairperson	Sunrise Class B Shares	5,758,886	22.17	%
Adam Bird	Sunrise Class A Common Shares	969	*		*
Director	Sunrise Class B Shares	—	*
Ingrid Deltenre	Sunrise Class A Common Shares	1,338	*		*
Director	Sunrise Class B Shares	—	*
Thomas D. Meyer	Sunrise Class A Common Shares	5,931	*		*
Director	Sunrise Class B Shares	—	*
Catherine Mühlemann	Sunrise Class A Common Shares	1,442	*		*
Director	Sunrise Class B Shares	—	*
Enrique Rodriguez	Sunrise Class A Common Shares	134,525	*		*
Director	Sunrise Class B Shares	—	*
Lutz Schüler	Sunrise Class A Common Shares	93,898	*		*
Director	Sunrise Class B Shares	—	*
André Krause	Sunrise Class A Common Shares	30,480	*		*
Chief Executive Officer	Sunrise Class B Shares	—	*
---	---	---	---	---	---	---
Anna Maria Blengino	Sunrise Class A Common Shares	5,706	*		*
Chief Information Officer	Sunrise Class B Shares	—	*
Tobias Foster	Sunrise Class A Common Shares	16,084	*		*
Chief People Officer	Sunrise Class B Shares	—	*
Jany Fruytier	Sunrise Class A Common Shares	11,792	*		*
Chief Financial Officer	Sunrise Class B Shares	—	*
Stefan Fuchs	Sunrise Class A Common Shares	16,365	*		*
Chief Consumer Officer – Flanker Brands	Sunrise Class B Shares	—	*
Elmar Grasser	Sunrise Class A Common Shares	5,706	*		*
Chief Technology Officer	Sunrise Class B Shares	—	*
Thorsten Haeser	Sunrise Class A Common Shares	8,453	*		*
Chief Operations Officer	Sunrise Class B Shares	—	*
Marcel Huber	Sunrise Class A Common Shares	8,840	*		*
General Counsel & Chief Corporate Affairs Officer	Sunrise Class B Shares	—	*
Christoph Richartz	Sunrise Class A Common Shares	8,466	*		*
Chief Consumer Officer – Main Brand	Sunrise Class B Shares	—	*
All directors and executive officers as a group (16 persons)	Sunrise Class A Common Shares	993,119	1.42	%	7.05	%
	Sunrise Class B Shares	5,758,886	22.17	%

* Less than 0.9%.

(1) Includes 66,241 Sunrise Class A Common Shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr.     Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.

7.B Related party transactions

The information set forth under “Item 18. Financial Statements—Note 26. Related Party Transactions” is incorporated by reference.

7.C Interests of experts and counsel

Not applicable.

Item 8. Financial Information

8.A Consolidated statements and other financial information

See “Item 18. Financial Statements.”

Dividend Policy

Sunrise is committed to utilizing free cash flows to support attractive shareholder distributions in a disciplined manner. Sunrise aims to begin paying dividends in 2025, plans to distribute a substantial portion of its free cash flow as dividends and is targeting progressive dividend per share payments. The amount and timing of any future dividends will be determined by the Sunrise Board in its discretion, will be subject to approval of Sunrise’s shareholders and will depend on a number of factors, including Sunrise’s earnings, capital requirements, overall financial condition, applicable law and contractual restrictions. Sunrise will pay dividends exclusively out of qualifying additional paid-in capital (capital contribution reserves (Kapitaleinlagereserven)), for as long as such reserves are available.

8.B Significant changes

None.

Item 9. The Offer and Listing

9.A Offer and listing details

The Sunrise Class A Common Shares are listed in Switzerland on the SIX under the symbol “SUNN.” The Sunrise Class A ADSs are traded on the Nasdaq Global Select Market under the symbol “SNRE.”

9.B Plan of distribution

Not applicable.

9.C Markets

The Sunrise Class A Common Shares have been listed on the SIX since November 2024 and the Sunrise Class A ADSs have been listed on the Nasdaq Global Select Market since November 2024.

9.D Selling shareholders

Not applicable.

9.E Dilution

Not applicable.

9.F Expenses of the issue

Not applicable.

Item 10. Additional Information

10.A Share capital

Not applicable.

10.B Memorandum and articles of association

Please see the information set forth in Exhibit 2.5 “Description of Securities” and the copy of our Articles of Association filed as Exhibit 1.1, which are each incorporated herein by reference.

10.C Material contracts

Swiss Towers Master Services Agreement

Swiss Towers owns and leases certain mobile antenna sites (the “Sites”) as well as owns passive tower infrastructure at the Sites (“Tower Infrastructure”) and provides Sunrise with access to the same pursuant to a master services agreement, dated 19 July 2017 (as amended to date pursuant to amendments thereto and a settlement agreement among the parties, the “Master Services Agreement”). Swiss Towers also provides operations, maintenance and configuration services with respect to the Tower Infrastructure to Sunrise. Sunrise pays Swiss Towers an annual fee for its services, which is adjusted annually to reflect changes in the Swiss National Consumer Price Index. Swiss Towers is free to provide other mobile network operators access to the Sites and the Tower Infrastructure and related services, provided that, if such services affect certain aspects of services provided to Sunrise, Sunrise’s prior written consent is required. Sunrise and Swiss Towers have established a steering committee with decision-making power with regard to any matters referred to it by either party in relation to the Master Services Agreement.

The Master Services Agreement has an initial term of 20 years which may be extended for up to two additional terms of 10 years each, at Sunrise’s option. However, even if Sunrise does not exercise the first or both of its extension options, the Master Services Agreement will continue in force on the latest agreed terms and conditions after the end of the applicable term, unless Sunrise or Swiss Towers terminates the Master Services Agreement as of the end of the applicable term, subject to a notice period of 24 months prior to the end of the applicable term in the case of Sunrise and five years prior to the end of the applicable term in the case of Swiss Towers. The delivery of a termination notice by Swiss Towers will trigger a good faith renegotiation of the Master Services Agreement. Either party may withdraw from negotiations of such an extension at any time in its discretion.

During the initial and additional terms, the Master Services Agreement can only be terminated (i) in full by either party for good cause with immediate effect; (ii) by Sunrise with respect to individual Sites in its discretion, subject to a six-month notice period; (iii) in full or in part if Sunrise no longer has rights to use radio frequencies and ceases to provide mobile network services in Switzerland, subject to a three-month notice period; or (iv) by Swiss Towers with respect to individual Sites, with Sunrise’s written consent or upon substitution of one Site for another. If the Master Services Agreement is extended beyond the initial, first or second term, it may be terminated by either party subject to a five-year notice period as of the end of a calendar year, subject to certain rights of Sunrise available on termination.

If Swiss Towers terminates the Master Services Agreement in full in accordance with its terms or if Sunrise terminates the Master Services Agreement for good cause, Swiss Towers must offer Sunrise the right, exercisable within three months of the applicable termination notice, to purchase all Tower Infrastructure and an assignment of rights under all of Swiss Towers’ agreements with Site owners at a discount to fair market value (determined in accordance with the terms of the Master Services Agreement), which varies based on the circumstances of the termination. In addition, in the case of any termination of the Master Services Agreement, Sunrise may request Swiss Towers, subject to a 12-month notice period, to extend the Master Services Agreement with respect to up to a portion of the Sites for twelve months. Under certain circumstances such as a material uncured breach of the Master

Services Agreement by Swiss Towers, Sunrise has the right to exercise certain “step-in” rights until Swiss Towers is again able to proceed on the terms of the Master Services Agreement.

The rights and obligations created by the Master Services Agreement may only be transferred in whole or in part, with the prior written consent of the other party. A change of control in Swiss Towers, a sale of all or a part of the Tower Infrastructure and the transfer of all or a part of Swiss Towers’ agreements with Site owners to a third party is subject to Sunrise’s prior written consent, which must be given if, among other things, control of Swiss Towers or the Tower Infrastructure is not transferred to a competitor and if, in the case of a sale of all or a part of the Tower Infrastructure, the Master Services Agreement is transferred to the acquiring party (or the acquiring party enters into a comparable agreement).

The foregoing description of the Master Services Agreement is qualified in its entirety by reference to the full text of the Master Services Agreement and amendments thereto, copies of which are filed as exhibits to this Annual Report on Form 20-F.

Agreements related to the spin-off

In connection with the spin-off, we entered into a master separation agreement, tax separation agreement, technology master services agreement, transitional services agreements and several other agreements with Liberty Global to effect the separation of the Sunrise Business and to provide a framework for our relationship with Liberty Global after the spin-off.

In connection with the spin-off, Sunrise also entered into a structured finance agreement, shared services agreement, procurement agreement, interconnect agreement, roaming brokering agreement, hyperscaler consultancy agreement and call center support agreement, each of which is not material to Sunrise.

Master Separation Agreement

On 9 September 2024, Sunrise entered into a master separation agreement with Liberty Global that set forth the principal corporate transactions (including the internal restructuring and transfer of assets and employment or service) that were required to effect the spin-off, certain conditions to the spin-off and a number of other provisions governing the relationship between Liberty Global and Sunrise following the completion of the spin-off (the “master separation agreement”).

The master separation agreement provides that Liberty Global and Sunrise cooperate in good faith to identify and transfer the employment or service of certain service providers between Liberty Global and Sunrise and that following the spin-off, Sunrise will generally give credit to its service providers for their service to Liberty Global prior to the spin-off. Liberty Global and Sunrise are required to further cooperate and provide each other with access to the appropriate personnel and information to effect the division of employment and benefits-related assets and liabilities in accordance with the terms of the master separation agreement.

The master separation agreement also contains mutual indemnification obligations, which are designed to make Sunrise financially responsible for substantially all of the liabilities that may exist relating to the Sunrise Business together with certain other specified liabilities, as well as for all liabilities incurred by Sunrise after the spin-off, and to make Liberty Global financially responsible for all potential liabilities of Sunrise which are not related to the Sunrise Business, including, for example, any liabilities arising as a result of Sunrise having been a subsidiary of Liberty Global, together with certain other specified liabilities. These indemnification obligations exclude any matters relating to taxes. For a description of the allocation of tax-related obligations, see “—Tax Separation Agreement” below.

The master separation agreement requires each of Sunrise and Liberty Global to hold in strict confidence and not to disclose, release or use any and all confidential and proprietary information of the other party without the prior written consent of the other party, subject to customary exceptions, including disclosures required by law,

court order or government regulation. In addition, each of Sunrise and Liberty Global agreed to provide each other with information reasonably necessary to comply with reporting, disclosure, filing or other requirements of any national securities exchange or governmental authority, for use in certain judicial, regulatory, administrative and other proceedings and to satisfy certain audit, accounting, litigation and other similar requests.

The master separation agreement provides that any disputes, controversies or claims that may arise between Sunrise and Liberty Global related to the master separation agreement and the other agreements entered into in connection with the spin-off that cannot be resolved by members of senior management of Sunrise and Liberty Global be resolved by binding arbitration.

In the master separation agreement, each of Sunrise and Liberty Global released the other and its subsidiaries, and its and their respective affiliates, directors, officers, agents and employees, from any claims against any of them that arise out of or relate to events, circumstances or actions occurring or failing to occur prior to the spin-off, subject to certain exceptions set forth in the master separation agreement.

Tax Separation Agreement

On 13 September 2024, Sunrise entered into a tax separation agreement with Liberty Global under which tax liabilities and tax benefits relating to taxable periods before and after the spin-off are computed and apportioned between the parties, and the responsibility for payment of those tax liabilities (including any taxes attributable to the spin-off) as well as the right to use those tax benefits were allocated between Sunrise and Liberty Global (the “tax seperation agreement”). Furthermore, the tax separation agreement sets forth the rights of the parties in respect of the preparation and filing of tax returns, the handling of audits or other tax proceedings and assistance and cooperation and other matters, in each case, for taxable periods ending on or before or that otherwise include the date of the spin-off.

Generally, the tax separation agreement provides that Sunrise assumes liability for, and is required to indemnify Liberty Global against, any taxes attributable to the income, assets and operations of Sunrise allocable to any taxable period, while Liberty Global assumes liability for, and is required to indemnify Sunrise against, any taxes attributable to the income, assets and operations of the Liberty Group. Moreover, Sunrise assumed liability for, and is required to indemnify Liberty Global against, any taxes that are attributable to certain internal restructuring transactions undertaken in anticipation of the spin-off. The tax separation agreement also provides that Sunrise and Liberty Global are equally allocated any tax liabilities in the event that the spin-off is not accorded the tax treatment expected by the parties. However, in the event that the spin-off is determined to be taxable as a result of (i) certain actions taken by Liberty Global, then Liberty Global is responsible for all taxes imposed on Sunrise or Liberty Global as a result thereof, or (ii) certain actions taken by Sunrise, then Sunrise is responsible for all taxes imposed on it or Liberty Global as a result thereof, including taxes imposed on Liberty Global’s shareholders that Sunrise or Liberty Global bear as a result of shareholder litigation. These tax amounts could be significant.

The tax separation agreement provides for certain covenants (such as restrictions on mergers, sales of assets, certain sales of its stock and similar transactions) that may restrict Sunrise’s ability to pursue strategic or other transactions to the extent inconsistent with the tax opinions that Sunrise received and the intended tax treatment of transactions, including specific prohibitions on taking certain actions that could jeopardize the tax status of the spin-off. Under the tax separation agreement, these restrictions apply for two years following the spin-off, unless Sunrise obtains a tax opinion that such action will not result in taxes being imposed on the spin-off, or unless Sunrise and Liberty Global agree otherwise. Though valid as between the parties, the tax separation agreement is not binding on the IRS or other tax authorities.

Technology Master Services Agreement

Liberty Global Technology Services B.V. (“LGTS”), a subsidiary of Liberty Global, and Sunrise are party to a services agreement, originally entered into by such parties or their affiliates in 2014 (with respect to the business of UPC at that time), pursuant to which LGTS provides to Sunrise various technology-related platforms, products and services, including entertainment platforms and support services, connectivity platforms and support services,

Global Tier-1 international internet and enterprise backbone network, IP transit and peering services, information technology applications and related services, mobile virtual network operator services, business-to-business-related services, technical architecture advisory services, and security services (the “technology master services agreement”). In connection with the spin-off, Liberty Global and Sunrise agreed that the technology master services agreement will remain in place for a period of five years from the closing of the spin-off; provided, that, Sunrise has the option to (i) terminate certain services under such agreement on the fourth anniversary thereof by providing Liberty Global with 12 months’ prior written notice of such early termination or (ii) extend the term of the services for one additional period of two years. Sunrise also has the right to request migration support for each of the services provided under the technology master services agreement for an exit period of up to 24 months to wind down or transition away from its use of any such service at the end of the term of such service. In the event that services are terminated earlier than the fourth anniversary, the transition support reduces to 12 months.

The technology master services agreement may be terminated (i) by either party thereto in the event of a material uncured breach by the other party that affects all or substantially all of the services provided thereunder or following the occurrence of an insolvency event involving the other party, or (ii) by LGTS in the case of persistent or material non-payment of amounts owed thereunder by Sunrise. In addition, either party to the technology master services agreement may terminate any individual service thereunder in the case of an extended force majeure event that affects such service or a material uncured breach by the other party that affects such service, and LGTS may terminate any individual service thereunder that LGTS plans to cease providing to all or a material part of the Liberty Global group receiving such service (subject to the provision to Sunrise of certain exit assistance for such service).

The aggregate liability of each party to the technology master services agreement (and their respective affiliates) (i) in relation to any service provided thereunder in any contract year is limited to the aggregate base charges paid or payable in relation to such service during the immediately preceding contract year and (ii) for all claims arising thereunder in any contract year is limited to the aggregate base charges paid or payable for all services thereunder during the immediately preceding contract year, in each case, subject to certain exceptions set forth in the technology master services agreement, including in the event of fraud or deliberate default by the other party. The aggregate base charges payable by Sunrise under the technology master services agreement is approximately CHF 76,0 million per year.

Transitional Services Agreements

On 8 November 2024, Liberty Global Europe Limited (“LGE”) and Sunrise entered into transitional services agreements pursuant to which LGE provides Sunrise various administrative services to ensure an orderly transition following the spin-off. The services provided by LGE include, among others, internal audit, compliance, internal controls, external reporting, accounting, treasury, emerging business, corporate affairs and regulatory, human resources, legal, content and brand access services. The terms of the services are up to five years following the spin-off, depending on the individual service elements. In addition, the transitional services agreements with a five-year term are subject to an early termination right on the fourth anniversary thereof; provided, that, Sunrise provides LGE with 12 months’ prior written notice of such early termination. The aggregate charges expected to be payable by Sunrise under the transitional services agreements decrease during the term and are approximately CHF 30,0 million for the first year.

10.D Exchange controls

Under current Swiss law, there are no limitations on the amount of payments that may be remitted by a Swiss company to non-residents, other than under government sanctions imposed on particular countries, regimes, organizations or persons which may create restrictions on payments to or from certain countries, regimes, organizations or persons.

10.E Taxation

The taxation discussion set forth below is intended only as a descriptive summary and does not purport to be a complete analysis or listing of all potential tax effects relevant to the ownership or disposition of the Sunrise Shares or Sunrise ADSs. The statements of U.S. and Swiss tax laws set forth below are based on the laws and regulations in force as of the date of this 20‑F—including the current Convention Between the U.S. and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income, entered into force on 19 December 1997 (the “Treaty”); the U.S. Internal Revenue Code of 1986, as amended (the “Code”); the U.S. Treasury regulations promulgated under the Code (the “Treasury Regulations”); rulings; judicial decisions; and administrative pronouncements—and may be subject to any changes in U.S. and Swiss law, and in any double taxation convention or treaty between the U.S. and Switzerland occurring after that date, which changes may have retroactive effect.

Certain Swiss Tax Considerations Regarding the Sunrise ADSs and Sunrise Shares

The following is a general summary of certain tax consequences of the acquisition, ownership and disposition of Sunrise ADSs or Sunrise Shares based on Swiss income tax laws and regulations in force on the date of this Annual Report on Form 20-F. Tax consequences are subject to changes in applicable law, including changes that could have a retroactive effect. This is not a complete analysis of the potential tax effects relevant to a decision to invest in Sunrise ADSs or Sunrise Shares nor does the following summary take into account or discuss the tax laws of any jurisdiction other than Switzerland. It also does not take into account investors’ individual circumstances. This summary does not purport to be a legal opinion or to address all tax aspects that may be relevant to any particular holder of Sunrise ADSs or Sunrise Shares.

Investors are urged to consult their own tax advisors as to tax consequences of the acquisition, ownership and disposition of Sunrise ADSs or Sunrise Shares. Tax consequences may differ according to the provisions of different tax treaties (see below) and the investor’s particular circumstances.

Swiss Withholding Tax

Under Swiss tax law, dividends due and similar cash or in-kind distributions made by Sunrise to a holder of Sunrise ADSs or Sunrise Shares (including liquidation proceeds and bonus shares or repurchases of Sunrise ADSs or Sunrise Shares) are subject to Swiss federal withholding tax (Verrechnungssteuer) (“Swiss Withholding Tax”), currently at a rate of 35% (applicable to the gross amount of taxable distribution). The repayment of the nominal value of the Sunrise ADSs or Sunrise Shares and any permissible repayment of qualifying additional paid in capital (capital contribution reserves (Reserven aus Kapitaleinlagen)) are not subject to Swiss Withholding Tax.

Swiss tax resident individuals who hold their shares as private assets (“Resident Private Shareholders”) are in principle eligible for a full refund or credit against income tax of the Swiss Withholding Tax if they duly report the underlying income in their income tax return. In addition, (i) corporate and individual shareholders who are resident in Switzerland for tax purposes, (ii) corporate and individual shareholders who are not resident in Switzerland and who hold their shares as part of a trade or business carried on in Switzerland through a permanent establishment or fixed place of business situated in Switzerland for tax purposes and (iii) Swiss resident private individuals who, for income tax purposes are classified as “professional securities dealers” for reasons of, inter alia, frequent dealing, or leveraged transactions, in shares and other securities (collectively, “Domestic Commercial Shareholders”) are in principle eligible for a full refund or credit against income tax of the Swiss Withholding Tax if they duly report the underlying income in their income statements or income tax return, as the case may be.

Shareholders who are not resident in Switzerland for tax purposes, and who, during the respective taxation year, have not engaged in a trade or business carried on through a permanent establishment or fixed place of business situated in Switzerland for tax purposes, and who are not subject to corporate or individual income taxation in Switzerland for any other reason (collectively, “Non-Resident Shareholders”) may be entitled to a total or partial refund of the Swiss Withholding Tax if the country in which such recipient resides for tax purposes maintains a bilateral treaty for the avoidance of double taxation with Switzerland and further conditions of such treaty are met. Non-Resident Shareholders should be aware that the procedures for claiming treaty benefits (and the time required for obtaining a refund) may differ from country to country. Non-Resident Shareholders should consult their own

legal, financial or tax advisors regarding receipt, ownership, purchases, sale or other dispositions of Sunrise ADSs or Sunrise Shares and the procedures for claiming a refund of the Swiss Withholding Tax.

Swiss Federal Stamp Taxes

The Swiss Federal Issuance Stamp Tax (Emissionsabgabe) of 1% is levied on the issuance of shares and increases in or contributions to the equity of Swiss tax resident corporations. The Swiss Federal Issuance Stamp Tax levied on the proceeds from the issuance of the Sunrise ADSs or Sunrise Shares will be borne by Sunrise.

The purchase or sale of Sunrise Shares (directly or through the sale of Sunrise ADSs), whether by Resident Private Shareholders, Domestic Commercial Shareholders or Non-Resident Shareholders, may be subject to Swiss Federal Securities Transfer Stamp Tax at a current rate of up to 0.15%, as well as the SIX turnover fee, both calculated on the purchase price or the sale proceeds, respectively, if (i) such transfer occurs through or with a Swiss or Liechtensteinian bank or by or with involvement of another Swiss securities dealer as defined in the Swiss federal stamp tax act and (ii) no exemption applies.

Swiss Federal, Cantonal and Communal Individual Income Tax and Corporate Income Tax

Non-Resident Shareholders are not subject to any Swiss federal, cantonal or communal income tax on dividend payments and similar distributions simply because they hold Sunrise ADSs or Sunrise Shares. The same applies for capital gains on the sale of Sunrise ADSs or Sunrise Shares. For Swiss Withholding Tax consequences, see above.

Resident Private Shareholders who receive dividends and similar cash or in-kind distributions (including liquidation proceeds as well as bonus shares or taxable repurchases of Sunrise ADSs or Sunrise Shares as described above), which are not repayments of the nominal value of the Sunrise ADSs or Sunrise Shares or permissible repayment of qualifying additional paid in capital (capital contribution reserves (Reserven aus Kapitaleinlagen)), are required to report such receipts in their individual income tax returns and are subject to Swiss federal, cantonal and communal income tax on any net taxable income for the relevant tax period. A gain or a loss by Resident Private Shareholders realized upon the sale or other disposition of Sunrise ADSs or Sunrise Shares to a third party will generally be a tax-free private capital gain or a non-tax-deductible capital loss, as the case may be. Domestic Commercial Shareholders who receive dividends and similar cash or in-kind distributions (including liquidation proceeds and bonus shares or taxable repurchases of Sunrise ADSs or Sunrise Shares as described above) are required to recognize such payments in their income statements for the relevant tax period and are subject to Swiss federal, cantonal and communal individual or corporate income tax, as the case may be, on any net taxable earnings accumulated (including the dividends) for such period. The same taxation treatment also applies to Swiss-resident individuals who, for Swiss income tax purposes, are classified as “professional securities dealers” for reasons of, inter alia, frequent dealings or leveraged transactions in securities. Domestic Commercial Shareholders who are corporate taxpayers may qualify for participation relief on dividend distributions (Beteiligungsabzug), if the shares held have an aggregate market value of at least CHF 1 million. Domestic Commercial Shareholders are required to recognize a gain or loss realized upon the disposal of Sunrise ADSs or Sunrise Shares in their income statement for the respective taxation period and are subject to Swiss federal, cantonal and communal individual or corporate income tax, as the case may be, on any net taxable earnings (including the gain or loss realized on the sale or other disposition of Sunrise ADSs or Sunrise Shares) for such taxation period. The same tax treatment also applies to Swiss-resident individuals who, for Swiss income tax purposes, are classified as “professional securities dealers” for reasons of, inter alia, frequent dealings or leveraged transactions in securities.

Swiss Wealth Tax and Capital Tax

Non-Resident Shareholders holding Sunrise ADSs or Sunrise Shares are not subject to cantonal and communal wealth or annual capital tax simply because they hold Sunrise ADSs or Sunrise Shares.

Resident Private Shareholders are required to report their Sunrise ADSs or Sunrise Shares as part of their private wealth and are subject to cantonal and communal wealth tax on any net taxable wealth (including Sunrise ADSs or Sunrise Shares). Domestic Commercial Shareholders are required to report their Sunrise ADSs or Sunrise

Shares as part of their business wealth or taxable capital, as defined, and are subject to cantonal and communal wealth or annual capital tax. No wealth or capital tax is levied at the federal level.

International Automatic Exchange of Information in Tax Matters

Switzerland has concluded a bilateral agreement with the European Union on the international automatic exchange of information (“AEOI”) in tax matters (the “AEOI Agreement”). This AEOI Agreement became effective as of 1 January 2017, and applies to all 27 member states as well as Gibraltar. Furthermore, on 1 January 2017, the multilateral competent authority agreement on the automatic exchange of financial account information and, based on such agreement, a number of bilateral AEOI agreements with other countries, such as the United Kingdom, became effective. Based on this AEOI Agreement and the bilateral AEOI agreements and the implementing laws of Switzerland, Switzerland collects data in respect of financial assets, which may include shares, held in, and income derived from and credited to, accounts or deposits with a paying agent in Switzerland for the benefit of residents in a EU member state or a treaty state from 2017, and exchanges such information since 2018. Switzerland has signed and is expected to sign further AEOI agreements with other countries. A list of the AEOI agreements of Switzerland in effect or signed and becoming effective can be found on the website of the State Secretariat for International Finance (SIF).

Swiss Facilitation of the Implementation of the U.S. Foreign Account Tax Compliance Act

Switzerland has concluded an intergovernmental agreement with the U.S. to facilitate the implementation of the U.S. Foreign Account Tax Compliance Act (“FATCA”). The agreement ensures that the accounts held by U.S. persons with Swiss financial institutions are disclosed to the U.S. tax authorities either with the consent of the account holder or by means of group requests within the scope of administrative assistance. Information will not be transferred automatically in the absence of consent and instead will be exchanged only within the scope of administrative assistance on the basis of the double taxation agreement between the U.S. and Switzerland. In September 2019, the protocol of amendment to the double taxation treaty between Switzerland and the U.S. entered into force, allowing U.S. competent authorities request all reported information on U.S. accounts in aggregate form without a declaration of consent, as well as on non-consenting non-participating financial institutions. On the basis of the Swiss Federal Council mandate adopted in October 2014, Switzerland and the United States negotiated and signed Model 1 of the FATCA agreement in June 2024. Accordingly, there will be a change from the current direct notification-based regime to a regime where the relevant information is sent to the Swiss Federal Tax Administration, which in turn provides the information to the U.S. tax authorities. The implementation process is currently under way and the earliest entry into force is scheduled for 1 January 2027. Until then, the current direct notification based regime remains in place.

Material U.S. Federal Income Tax Considerations for U.S. Sunrise ADS holders

The following is a summary of the material U.S. federal income tax consequences that may be relevant to U.S. Holders (as defined below) of Sunrise ADSs. This summary is based on the Code, Treasury Regulations and judicial and administrative interpretations of those laws, in each case as in effect and available as of the date of this proxy statement and all of which are subject to change at any time, possibly with retroactive effect. Any such change could affect the tax consequences described below.

This summary is limited to holders of Sunrise ADSs that are U.S. Holders and that hold their Sunrise ADSs as a capital asset (generally, property held for investment) and whose functional currency is the U.S. dollar. A “U.S. Holder” is a beneficial owner of Sunrise ADSs that is, for U.S. federal income tax purposes:

•an individual who is a citizen or a resident of the U.S.;

•a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the U.S., any state thereof or the District of Columbia;

•an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•a trust if (1) a court within the U.S. is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (2) it has validly made an election to be treated as a U.S. person under applicable Treasury Regulations.

This summary does not discuss all tax considerations that may be relevant to U.S. Holders in light of their particular circumstances, nor does it address the consequences to U.S. Holders subject to special treatment under the U.S. federal income tax laws, such as:

•dealers or traders in securities or currencies;

•tax-exempt entities;

•banks, financial institutions or insurance companies;

•real estate investment trusts, regulated investment companies or grantor trusts;

•persons who acquired Sunrise ADSs pursuant to the exercise of employee stock options or otherwise as compensation;

•shareholders who own, or are deemed to own, 10% or more, by voting power or value, of Sunrise equity;

•shareholders owning Sunrise ADSs as part of a position in a straddle or as part of a hedging, conversion or other risk;

•reduction transaction for U.S. federal income tax purposes;

•certain former citizens or long-term residents of the U.S.;

•shareholders who are subject to the alternative minimum tax;

•persons who are subject to special accounting rules under Section 451(b) of the Code;

•persons who own Sunrise ADSs through partnerships or other pass-through entities; or

•persons who hold Sunrise ADSs through a tax-qualified retirement plan.

This summary does not address any U.S. state or local or foreign tax consequences or any estate, gift or other non-income tax consequences.

If a partnership, or any other entity treated as a partnership for U.S. federal income tax purposes, holds Sunrise ADSs, the tax treatment of a partner in that partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership is urged to consult its own tax advisor as to its tax consequences.

This discussion assumes that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms.

THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL, NON-U.S. AND OTHER TAX CONSEQUENCES TO THEM OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF SUNRISE ADSS.

Sunrise ADSs

For U.S. federal income tax purposes, U.S. Holders of Sunrise ADS generally will be treated as owners of the Sunrise Shares represented by such Sunrise ADSs and an exchange of Sunrise ADSs for the underlying Sunrise Shares generally will not be subject to U.S. federal income.

The U.S. Treasury Department and the U.S. Internal Revenue Service (the “IRS”) have expressed concerns that U.S. Holders of ADSs may be claiming foreign tax credits in situations where an intermediary in the chain of ownership between the holder of an ADS and the issuer of the security underlying the ADS has taken actions that are inconsistent with the U.S. Holder of the ADS being treated as the beneficial owner of the underlying security. Such actions also may be inconsistent with the claiming of the reduced rate of tax applicable to certain dividends received by non-corporate U.S. Holders of ADSs, including individual U.S. Holders. Accordingly, the availability of foreign tax credits or the reduced U.S. federal income tax rate for “qualified dividend income”, each discussed

below, could be affected by actions taken by intermediaries in the chain of ownership between the holder of a Sunrise ADS and Sunrise, if as a result of such actions the U.S. Holder of a Sunrise ADS is not properly treated as the beneficial owner of the underlying share.

Taxation of Cash Distributions on Sunrise ADS

Subject to the discussion below under “—Passive Foreign Investment Company Status”, the gross amount of any cash distributions by Sunrise on Sunrise ADSs will be taxable to U.S. Holders as dividend income to the extent of Sunrise’s earnings and profits (as determined for U.S. federal income tax purposes) or if no such determination can be made because of a lack of information or otherwise, then entirely as dividend income. With respect to non-corporate U.S. Holders (including individuals), dividends received from a qualified foreign corporation will be subject to U.S. federal income tax at preferential rates if (i) Sunrise ADSs are readily tradable on an established securities market in the U.S. or (ii) Sunrise is eligible for the benefits of a comprehensive income tax treaty with the U.S. that the IRS has approved for purposes of the qualified dividend rules and certain holding period requirements and other conditions are satisfied. For the period in which the Sunrise ADSs are listed on Nasdaq, Sunrise expects that the Sunrise ADSs will be readily tradable on an established securities market in the U.S. In the event that the Nasdaq listing is terminated, which Sunrise expects to occur approximately nine months after the completion of the spin-off (subject to the discretion of the Sunrise Board at the time), the Sunrise ADSs will not be listed on an established securities market in the U.S. However, Sunrise expects that it will qualify for the benefits of the income tax treaty between the U.S. and Switzerland. Corporate U.S. Holders generally will not be eligible for the dividends received deduction with respect to dividends received from Sunrise.

Subject to generally applicable limitations and conditions under the Code (including a minimum holding period requirement), a U.S. Holder may be entitled to a foreign tax credit in respect of any non-U.S. income taxes withheld and paid over to the applicable non-U.S. tax authorities. These generally applicable restrictions and conditions include new requirements adopted in Treasury Regulations promulgated in December 2021, and subject to the discussion below, there can be no assurance that any taxes imposed by Switzerland will satisfy these requirements. A recent notice from the IRS provides temporary relief from such Treasury Regulations by allowing taxpayers to apply a modified version of the Treasury Regulations for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance), provided that the taxpayer consistently applies such modified version of the Treasury Regulations and complies with specific requirements set forth in a previous notice. In the case of a U.S. Holder that either (i) is eligible for, and properly elects, the benefits of the income tax treaty between the U.S. and Switzerland or (ii) consistently elects to apply the modified version of the Treasury Regulations in the manner described in the preceding sentence, Swiss income taxes withheld on a dividend distribution generally will qualify as a creditable tax. In the case of all other U.S. Holders, the application of these requirements to the Swiss income taxes withheld on a dividend distribution is uncertain, and Sunrise has not determined whether these requirements have been met. If the Swiss tax is not a creditable tax for a U.S. Holder or the U.S. Holder does not elect to claim a foreign tax credit for any foreign income taxes, the U.S. Holder may be able to deduct the Swiss tax in computing the U.S. Holder’s taxable income for U.S. federal income tax purposes, subject to applicable limitations and requirements. Dividends paid on the Sunrise ADSs generally will constitute foreign source income and, for purposes of calculating the foreign tax credit, as “passive category income” for most U.S. Holders. The rules governing foreign tax credits are complex. U.S. Holders should consult their own advisors concerning the implications of these rules in light of their particular circumstances.

To the extent that the amount of any distribution exceeds Sunrise’s earnings and profits (if such earnings and profits can be determined for U.S. federal income tax purposes), the distribution will first be treated as a tax-free return of capital (with a corresponding reduction in the adjusted tax basis of a U.S. Holder’s Sunrise ADSs, as applicable), and thereafter will be taxed as capital gain recognized on a taxable disposition.

Dividends paid in Swiss francs will be included in a U.S. Holder’s gross income in a U.S. dollar amount based on the spot exchange rate in effect on the date of actual or constructive receipt, whether or not the payment is converted into U.S. dollars at that time. The U.S. Holder will have a tax basis in Swiss francs equal to such U.S. dollar amount, and any gain or loss recognized upon a subsequent sale or conversion of the Swiss francs for a different U.S. dollar amount will be U.S. source ordinary income or loss. If the dividend is converted into U.S.

dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income.

Taxation of Dispositions of Sunrise ADSs

Subject to the discussion below under “Passive Foreign Investment Company Status”, for U.S. federal income tax purposes, a U.S. Holder will recognize taxable gain or loss on any sale or other taxable disposition of Sunrise ADSs in an amount equal to the difference between the amount realized from such sale or other taxable disposition and the U.S. Holder’s adjusted tax basis in such ADSs. Such gain or loss generally will be capital gain or loss. Capital gains of non-corporate U.S. Holders (including individuals) will be subject to U.S. federal income tax at preferential rates if the U.S. Holder has a holding period in the Sunrise ADSs of greater than one year as of the date of the sale or other taxable disposition. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder on the sale or other taxable disposition of Sunrise ADSs generally will be treated as U.S. source gain or loss.

Passive Foreign Investment Company Status

Notwithstanding the foregoing, certain adverse U.S. federal income tax consequences could apply to a U.S. Holder if Sunrise is classified as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. A non-U.S. corporation, such as Sunrise, will be classified as a PFIC for any taxable year in which, after applying certain look-through rules, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. Based upon its business and operations, Sunrise does not believe that it was treated as a PFIC for U.S. federal income tax purposes for the taxable year of 2024 and does not expect to be treated as a PFIC for U.S. federal income tax purpose for the current 2025 taxable year or for foreseeable future taxable years. However, this conclusion is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to change. Further, it is difficult to accurately predict future assets and income relevant to the PFIC determination. Thus, there can be no assurance that Sunrise will not be treated as a PFIC for any taxable year.

If Sunrise were to be treated as a PFIC, U.S. Holders could be subject to certain adverse U.S. federal income tax consequences with respect to gain realized on a taxable disposition of such ADSs and certain distributions received on such ADSs. In addition, dividends received with respect to Sunrise ADSs would not constitute qualified dividend income eligible for preferential tax rates if Sunrise were treated as a PFIC for the taxable year of the dividend or for its preceding taxable year. Certain elections (including a mark-to-market election) may be available to U.S. Holders to mitigate some of the adverse tax consequences resulting from PFIC treatment.

U.S. Holders are urged to consult their tax advisors regarding the application of the PFIC rules to their investment in the Sunrise ADSs.

Information Reporting and Backup Withholding for U.S. Holders

In general, information reporting will apply to dividends in respect of Sunrise ADSs and the proceeds from the sale, exchange or redemption of Sunrise ADSs that are paid to holders within the U.S. (and in certain cases, outside the U.S.), unless the holder is an exempt recipient. A U.S. backup withholding tax (currently at a rate of 24%) may apply to such payments, if made by a U.S. paying agent or other U.S. intermediary, if a holder fails to provide a taxpayer identification number (“TIN”) or certification of exempt status, or fails to report in full dividend and interest income. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS. The IRS may impose a penalty upon any taxpayer that fails to provide the correct TIN.

Certain U.S. Holders of specified foreign financial assets with an aggregate value in excess of the applicable dollar threshold are required to report information relating to their Sunrise ADSs, subject to certain

exceptions (including an exception for Sunrise ADSs held in accounts maintained by certain financial institutions), by attaching a properly completed IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their tax return for each year in which they hold Sunrise ADSs. Holders are urged to consult their own tax advisors regarding information reporting requirements relating to the ownership of Sunrise ADSs.

THE FOREGOING IS A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF HOLDING SUNRISE ADSS TO U.S. HOLDERS WITHOUT REGARD TO THE PARTICULAR FACTS AND CIRCUMSTANCES OF EACH SUNRISE ADS HOLDER. SUNRISE ADS HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE TRANSACTIONS, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

10.F Dividends and paying agents

Not applicable.

10.G Statement by experts

Not applicable.

10.H Documents on display

Any statement in this Annual Report on Form 20‑F about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to this Annual Report on Form 20‑F, the contract or document is deemed to modify the description contained in this Annual Report on Form 20‑F. You must review the exhibits themselves for a complete description of the contract or document.

The SEC maintains an internet site at http://www.sec.gov that contains reports and other information regarding issuers that file electronically with the SEC. These SEC filings are also available to the public from commercial document retrieval services.

We are required to file or furnish reports and other information with the SEC under the Exchange Act and regulations under that act. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the form and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

10.I Subsidiary information

Not applicable.

10.J Annual Report to Security Holders

Not required.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

The information on pages 50-51 in our Annual Report 2024 under the heading “Operational & Financial Review—Quantitative and qualitative disclosures about market risk” is incorporated herein by reference.

Item 12. Description of Securities Other than Equity Securities

12.A Debt securities

Not applicable.

12.B Warrants and rights

Not applicable.

12.C Other securities

Not applicable.

12.D American Depositary Shares

Fees payable by ADS holders

The depositary may charge each person to whom Sunrise ADSs are issued, including, without limitation, issuances against deposits of Sunrise Shares, issuances in respect of Sunrise Share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by Sunrise or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the Sunrise ADSs or Deposited Securities, and each person surrendering Sunrise ADSs for withdrawal of Deposited Securities or whose Sunrise ADSs are cancelled or reduced for any other reason, a fee of up to U.S.$5.00 for each 100 ADSs (or portion thereof) for each issued, delivered, reduced, cancelled or surrendered, or upon which a Sunrise Share distribution or elective distribution is made or offered, as the case may be. The depositary may sell (by public or private sale) sufficient securities and property received in respect of a Sunrise Share distribution, rights or other distribution prior to such deposit to pay such charge.

The following additional fees, charges and expenses will also be incurred by the Sunrise ADS holders, the beneficial owners, by any party depositing or withdrawing Sunrise Shares or by any party surrendering Sunrise ADSs or to whom Sunrise ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by Sunrise or an exchange of stock regarding the Sunrise ADSs or the Deposited Securities or a distribution of Sunrise ADSs), whichever is applicable:

•a fee of up to $0.05 per Sunrise ADS held for any cash distribution made, or for any elective cash/stock dividend offered, pursuant to the deposit agreements;

•an aggregate fee of up to $0.05 per Sunrise ADS per calendar year (or portion thereof) for services performed by the depositary in administering the Sunrise ADSs (which fee may be charged on a periodic basis during each calendar year and will be assessed against Sunrise ADS holders as of the record date or record dates set by the depositary during each calendar year and will be payable in the manner described in the next succeeding provision);

•an amount for the reimbursement of such charges and expenses as are incurred by the depositary or any of its agents (including, without limitation, the custodian, as well as charges and expenses incurred on behalf of Sunrise ADS holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the Sunrise Shares or other Deposited Securities, the sale of securities (including, without limitation, Deposited Securities), the delivery of Deposited Securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation (which charges and expenses may be assessed on a proportionate basis against Sunrise ADS holders as of the record date or dates set by the depositary and will be payable at the sole discretion of the depositary by billing such Sunrise ADS holders or by deducting such charge or expense from one or more cash dividends or other cash distributions);

•a fee of up to $0.05 per Sunrise ADS held for the direct or indirect distribution of securities (other than Sunrise ADSs or rights to purchase additional Sunrise ADSs as described above) or the net cash proceeds from the public or private sale of any such securities, regardless of whether any such distribution or sale is made by, for or received from, or (in each case) on behalf of, the depositary, the Company or any third party (which fee may be assessed against Sunrise ADS holders as of a record date set by the depositary);

•stock transfer or other taxes and other governmental charges;

•a transaction fee per cancellation request (including any cancellation request made through SWIFT, facsimile transmission or any other method of communication) as disclosed on the “Disclosures” page (or successor page) of ADR.com and any applicable delivery expenses (which are payable by such persons or holders); and

•transfer or registration fees for the registration of transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities.

To facilitate the administration of various depositary receipt transactions, including disbursement of dividends or other cash distributions and other corporate actions, the depositary may engage the foreign exchange desk within JPMorgan Chase or its affiliates in order to enter into spot foreign exchange transactions to convert foreign currency into U.S. dollars (“FX Transactions”). For certain currencies, FX Transactions are entered into with JPMorgan Chase or an affiliate, as the case may be, acting in a principal capacity. For other currencies, FX Transactions are routed directly to and managed by an unaffiliated local custodian (or other third-party local liquidity provider), and neither JPMorgan Chase nor any of its affiliates is a party to such FX Transactions.

The foreign exchange rate applied to an FX Transaction will be either (a) a published benchmark rate, or (b) a rate determined by a third-party local liquidity provider, in each case plus or minus a spread, as applicable. The depositary will disclose which foreign exchange rate and spread, if any, apply to such currency on the “Disclosures” page (or successor page) of ADR.com. Such applicable foreign exchange rate and spread may (and neither the depositary, JPMorgan Chase nor any of their affiliates is under any obligation to ensure that such rate does not) differ from rates and spreads at which comparable transactions are entered into with other customers or the range of foreign exchange rates and spreads at which JPMorgan Chase or any of its affiliates enters into foreign exchange transactions in the relevant currency pair on the date of the FX Transaction. Additionally, the timing of execution of an FX Transaction varies according to local market dynamics, which may include regulatory requirements, market hours and liquidity in the foreign exchange market or other factors. Furthermore, JPMorgan Chase and its affiliates may manage the associated risks of their position in the market in a manner they deem appropriate without regard to the impact of such activities on the depositary, Sunrise, Sunrise ADS holders or beneficial owners. The spread applied does not reflect any gains or losses that may be earned or incurred by JPMorgan Chase and its affiliates as a result of risk management or other hedging related activity.

Notwithstanding the foregoing, to the extent Sunrise provides U.S. dollars to the depositary, neither JPMorgan Chase nor any of its affiliates will execute an FX Transaction as set forth herein. In such case, the depositary will distribute the U.S. dollars received from Sunrise.

Further details relating to the applicable foreign exchange rate, the applicable spread and the execution of FX Transactions will be provided by the depositary on ADR.com. Each holder and beneficial owner by holding or owning a Sunrise ADS or an interest therein, and Sunrise, each acknowledge and agree that the terms applicable to FX Transactions disclosed from time to time on ADR.com will apply to any FX Transaction executed pursuant to the deposit agreements.

Sunrise will pay all other fees, charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between Sunrise and the depositary.

The right of the depositary to charge and receive payment of fees, charges and expenses survives the termination of the deposit agreements, and will extend for those fees, charges and expenses incurred prior to the effectiveness of any resignation or removal of the depositary.

The fees and charges described above may be amended from time to time by agreement between Sunrise and the depositary.

The depositary may make available to Sunrise a set amount or a portion of the depositary fees charged in respect of the Sunrise ADS program or otherwise upon such terms and conditions as Sunrise and the depositary may agree from time to time. The depositary collects its fees for issuance and cancellation of Sunrise ADSs directly from investors depositing Sunrise Shares or surrendering Sunrise ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees.

The depositary may collect its annual fee for depositary services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary will generally set off the amounts owing from distributions made to Sunrise ADS holders. If, however, no distribution exists and payment owing is not timely received by the depositary, the depositary may refuse to provide any further services to Sunrise ADS holders that have not paid those fees and expenses owing until such fees and expenses have been paid. At the discretion of the depositary, all fees and charges owing under the deposit agreements are due in advance or when declared owing by the depositary.

Under certain limited circumstances, the depositary may reduce or waive certain fees, charges and expenses provided in the Sunrise ADSs and in the deposit agreements, including, without limitation, those described above that would normally be charged on Sunrise ADSs issued to or at the direction of, or otherwise held by, Sunrise or certain Sunrise ADS holders and beneficial owners and holders and beneficial owners of the Sunrise Shares.

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15. Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of 31 December 2024. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of 31 December 2024, our disclosure controls and procedures were effective.

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

There were no changes to our internal control over financial reporting that occurred during the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert

The Sunrise Board has determined that Mr. Meyer qualifies as an “audit committee financial expert” as that term is defined under Nasdaq Rule 5605(c)(2)(A).

.

Item 16B. Code of Ethics

We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, executive officers and directors. A copy of the Code of Business Conduct and Ethics is available on our website at https://www.sunrise.ch/en/corporate/about-us/downloads. Information contained on, or that can be accessed through our website does not constitute a part of this report and is not incorporated by reference herein. During 2024, we did not significantly amend the Code of Business Conduct and Ethics or grant any waiver, including any implicit waiver, from any provision of the Code of Business Conduct and Ethics to any Sunrise Directors or employees. If we make any amendment to the Code of Business Conduct and Ethics or grant any waivers, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC.

Item 16C. Principal Accountant Fees and Services

The consolidated financial statements of Sunrise Communications AG as of 31 December 2024 and 2023, and for each of the three years in the period ended 31 December 2024, appearing in this Annual Report have been audited by KPMG AG, Switzerland (“KPMG AG”), independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given the authority of such firm as experts in accounting and auditing. The registered business address of KPMG AG is Badenerstrasse 172, CH-8036 Zurich, Switzerland (PCAOB ID 3240).

The table below summarizes the fees for the professional services rendered by KPMG AG for the years ended 31 December 2024 and 2023 and breaks down these amounts by category of service:

	Year ended 31 December
	2024	2023
	CHF million
Audit Fees	3.0	4.1
Audit-related fees	0.1	0.1
Tax fees	—	—
All other fees	—	—
Total	3.2	4.1

“Audit Fees” consist of fees billed for the annual audit of our consolidated financial statements, and the statutory audit of our consolidated and stand-alone financial statements, and reviews of interim financial statements. Audit Fees also include services that only our independent external auditor can reasonably provide, such as the review of documents filed with the U.S. stock exchange. 2024 fee includes CHF 0.2 million and CHF 0.2 million in connection with the spin-off and standalone company financial reporting requirements respectively. 2023 fee includes CHF 1.5 million in connection with the spin-off, shown in the year the service was related to.

“Audit-Related Fees” consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of its financial statements or that are traditionally performed by the external auditor and mainly include services such as due diligence, agreed-upon or expanded audit procedures and ESG limited assurance services.

“Tax Fees” may include services for tax compliance, tax planning and tax advice.

“Other Fees” may consist of services other than the services reported in audit fees, audit-related fees and tax fees.

Audit and Non-Audit Services Pre-Approval Policy

To ensure the independence and objectivity of our external auditors, the provision of all non-audit services by the external auditors are pre-approved by our audit committee.

Item 16D. Exemptions from the Listing Standards for Audit Committees

The Audit Committee consists of Thomas D. Meyer, Catherine Mühlemann and Enrique Rodriguez. Mr. Meyer is the chair of the Audit Committee. The Sunrise Board has determined that Mr. Meyer and Ms. Mühlemann are independent as defined in the applicable Nasdaq Listing Rules. In accordance with the transition provisions of the Nasdaq Listing Rules applicable to newly public companies, the Audit Committee will, by the date required by the Nasdaq Listing Rules, be composed exclusively of independent directors, if the Sunrise ADSs remain listed on Nasdaq on such date.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On 8 November 2024, Sunrise repurchased 1,000,000 Sunrise Class A Common Shares, at their par value, from Liberty Global as part of the transactions that effected the spin-off.

Period	Total Number of Shares Purchased	Average Price Paid per Share in CHF	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
1 November 2024 – 30 November 2024	1,000,000	0.01	—	—
Total	1,000,000

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G. Corporate Governance

Sunrise is subject to the laws and regulations of Switzerland (in particular, Swiss company and securities laws, SIX Swiss Exchange rules and the Swiss Code of Best Practice) and the securities laws of the United States, as well as Nasdaq Listing Rules, as applicable to foreign private issuers. The Nasdaq Listing Rules provide that foreign private issuers may follow home country practice in lieu of Nasdaq’s corporate governance standards, subject to certain exceptions and except to the extent that such exemptions would be contrary to U.S. federal securities laws. Accordingly, Sunrise is not required to comply with certain of Nasdaq’s corporate governance requirements. The following summarizes some significant ways in which Sunrise's corporate governance practices differ from those followed by domestic listed US companies under the Nasdaq Listing Rules:

•While the Sunrise Board may choose to hold executive sessions at which only independent directors are present at least twice a year, it is not required to do so. Swiss law does not require, and the Swiss Code of Best Practice does not recommend, that the Sunrise Board hold such sessions at least twice a year as required by Rule 5605(b)(2) of the Nasdaq Listing Rules;

•Sunrise follows Swiss law with respect to shareholder approval of issuances of equity securities.Under the Swiss Code of Obligations, Sunrise may increase its share capital (Aktienkapital) and issue new shares through an ordinary capital increase, which would require shareholder approval, or without shareholder approval if such capital increase is made based on the capital range or conditional capital specified in Sunrise’s articles of association. In addition, under Swiss law, the aggregate amounts of maximum compensation of the board of directors and of the executive committee and, under certain circumstances, the compensation report require shareholder approval, but equity incentive plans do not. Sunrise is not required to follow the requirements of Rule 5635 of the Nasdaq Listing Rule which requires shareholder approval for certain issuances of equity securities; and

•Swiss law does not require, and Sunrise’s articles of association do not provide for, attendance quorum requirements generally applicable to general meetings of shareholders. Sunrise is not required to follow the requirements of Rule 5620(c) of the Nasdaq Listing Rules.

Item 16H. Mine Safety Disclosure

Not applicable.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Item 16J. Insider Trading Policies

Sunrise has an insider trading policy governing all transactions in securities of any Sunrise group company that applies to all Sunrise personnel, including directors, officers and employees, as well as Sunrise's advisors who have or could have access to insider information or material non-public information. Sunrise also follows procedures for the repurchase of its own securities. We believe our insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to Sunrise. A copy of Sunrise's insider trading policy is filed as Exhibit 11.1 to this Annual Report on Form 20-F.

Item 16K. Cybersecurity

Sunrise is subject to risks from cyber-attacks that have the potential to cause significant interruptions to the operation of its business. The frequency of these attempted intrusions has increased in recent years and the sources, motivations and techniques of attack continue to evolve and change rapidly. Sunrise has developed a cybersecurity program that is designed to scan for, monitor and identify risks to company confidential or non-public information, protect such information, detect threats and events and maintain an appropriate response and recovery capability to help ensure resilience against cyber-attacks and other information security incidents. Sunrise has adopted a variety of measures to monitor and address cyber-related risks and continue to implement and explore additional cybersecurity measures.

Sunrise's strategy for managing cyber-related risks is risk-based and, where appropriate, integrated within our comprehensive enterprise risk management processes. Sunrise's Chief Information Security Officer (“CISO”), who reports directly to Sunrise's Chief Technology Officer (“CTO”), leads a dedicated cybersecurity team and is responsible for the design, implementation and execution of our cyber-risk management strategy. Additionally, the Compliance, Regulatory & Governance team who is reporting to the General Counsel and Chief Corporate Affairs Officer (“CAO”) and works closely with the CISO on information security matters oversees and manages the ISO 27001:2022 certified Sunrise Information Security Management System (“ISMS”) as well as the ISO 22301 certified Sunrise Business Continuity Management System (“BCMS”). Both of these management systems include a comprehensive and specific risk management and policy framework. The risks from the respective management systems feed directly into the corporate risk management and are regularly reported to the Audit Committee.

Sunrise's CISO and cybersecurity teams actively monitor Sunrise's systems, regularly review and adapt its policies, compliance, regulations and best practices, perform penetration testing, conduct incident response exercises and internal ethical phishing campaigns and provide periodic training and communication across the organization to strengthen security focused behavior and foster a culture of digital safety. Sunrise's cybersecurity team also routinely participates in industry-wide programs to further information sharing, intelligence gathering and unity of effort in responding to potential or actual attacks. The Sunrise ISO certified BCMS operates and is externally audited on a yearly cycle and includes comprehensive business continuity plans for all critical systems and activities to develop an effective recovery strategy that seeks to decrease incident response times, limit financial impacts and maintain customer confidence during any business interruption. As part of the ISO certified ISMS, Sunrise also administers a third-party risk governance program that identifies potential risks introduced through third-party relationships, such as vendors, software and hardware manufacturers or professional service providers. Sunrise seeks to obtain certain contractual security guarantees and assurances with these third-party relationships to help ensure the security and safety of its information. The cybersecurity teams works closely with a broad range of departments, including legal, regulatory, corporate communications, audit services, information technology and operational technology functions critical to Sunrise's operations, as well as engaging external vendors to help ensure the company’s cybersecurity program operates effectively.

Sunrise's current CISO, Antti Partanen, has significant experience leading cybersecurity efforts at large enterprises, having worked immediately prior to joining Sunrise at Vodafone Global Cyber Security where he was instrumental in shaping the Cyber Security function at Vodafone Germany, the biggest Vodafone OpCo, where he held the roles of Head of Cyber Prevent and Deputy Chief Information Security Officer during a period of eight years. The Sunrise CISO also holds a Masters degree in Communications Engineering, Telecommunications Systems and Network Security from Helsinki University of Technology (Aalto University). Furthermore, he is a ISACA-Certified Information Security Manager. Sunrise's CISO has been with the company or its subsidiaries for over two years.

Cybersecurity incidents detected by Sunrise's cybersecurity team are evaluated internally based on their severity Management of cyber incidents is aligned with the Sunrise Corporate Crisis Management5, with major incidents being escalated to, and managed by, the Corporate Crisis Management, and according to the thresholds defined in the Corporate Crisis Management, escalated to the highest levels of management, including the company’s Chief Technology Officer (“CTO”), its CAO, and, ultimately, its CEO. These members of the Executive Committee are provided with details of the type and severity of the attack, the company’s planned response to the incident

5 The Sunrise Corporate Crisis Management deals with crisis situations, aiming to facilitate rapid and appropriate responses to serious events such as natural disasters, terrorist attacks, and IT system failures, with the goal of restoring normal operations as quickly as possible.

and are briefed on what information was accessed and the impact such incident has had or is expected to have on the company’s operations, as well as any financial or regulatory implications resulting from the incident.

Sunrise's Audit Committee is responsible for oversight of our cybersecurity measures, incident response management and risks related to cybersecurity and technology as well as the steps taken by management to mitigate such risks. Sunrise's CISO provides periodic updates to the Audit Committee on the state of Sunrise's cybersecurity posture, new threats or threat actors that the company is monitoring or developing defenses against and any potential areas of improvement. Sunrise's CEO, CTO, CISO and CAO also have to provide ad hoc updates to the Audit Committee and full board of directors, as appropriate, in the case of a material cybersecurity incident, providing them a full briefing of the type and scope of the incident as well as the company’s current and planned mitigation efforts. All the memebrs of the Audit Committee have significant direct or indirect cybersecurity experience. Cybersecurity and the effectiveness of our cybersecurity strategy are regular topics of discussion at meetings of our Audit Committee and board of directors.

In 2024, there were no cybersecurity threats, including as a result of any previous cybersecurity incidents, that materially affected or are reasonably likely to materially affect the company, including its business strategy, results of operations or financial condition.

Item 17. Financial Statements

See response to “Item 18. Financial Statements.”

Item 18. Financial Statements

Sunrise Communications AG

Consolidated Statements of Income or Loss

	Note	Year ended December 31
in CHF millions		2024	2023	2022
Revenue	6	3,018.0	3,035.2	3,035.2
Direct costs		(830.1)	(834.6)	(819.6)
Personnel expenses	8 and 10	(407.0)	(416.7)	(438.3)
Other operating income and capitalized labor	7 and 26	68.1	105.7	61.7
Other operating expenses	7 and 26	(696.4)	(758.8)	(750.2)
Depreciation of right-of-use assets	13	(129.7)	(128.0)	(145.4)
Depreciation and amortization	14 and 15	(917.9)	(992.1)	(1,028.8)
Operating income (loss)		105.0	10.7	(85.4)
Financial income	22	257.7	574.7	456.7
Financial expenses	22	(742.6)	(957.2)	(340.2)
Share of gains (losses) of equity method investments	25	1.3	(0.3)	2.2
Income (loss) before taxes		(378.6)	(372.1)	33.3
Income tax benefit (expense)	19	16.7	59.9	50.7
Net income (loss)		(361.9)	(312.2)	84.0
Attributable to:
Sunrise Communications AG shareholders		(365.8)	(316.1)	80.5
Non-controlling interest		3.9	3.9	3.5
Earnings (loss) per share
Basic and diluted earnings (loss) per share of class A	21	(5.1)	(4.4)	1.1
Basic and diluted earnings (loss) per share of class B	21	(0.5)	(0.4)	0.1

The accompanying notes are an integral part of these consolidated financial statements.

Sunrise Communications AG

Consolidated Statements of Comprehensive Income or Loss

	Note	Year ended December 31
in CHF millions		2024	2023	2022
Net income (loss)		(361.9)	(312.2)	84.0
Other comprehensive income (loss), net of taxes:
Items that are or may be reclassified to the statement of income or loss:
Foreign currency translation adjustments		(13.3)	(95.0)	(54.5)
Items that will not be reclassified to the statement of income or loss:
Pension-relation adjustments		(7.7)	(23.0)	9.3
Other comprehensive income (loss), net of taxes		(21.0)	(118.0)	(45.2)
Attributable to:
Sunrise Communications AG shareholders		(21.0)	(117.8)	(46.6)
Non-controlling interest		—	(0.2)	1.4
Total comprehensive income (loss), net of taxes		(382.9)	(430.2)	38.8
Attributable to:
Sunrise Communications AG shareholders		(386.8)	(433.9)	33.9
Non-controlling interest		3.9	3.7	4.9

The accompanying notes are an integral part of these consolidated financial statements.

Sunrise Communications AG

Consolidated Statements of Financial Position

	Note	As of December 31
in CHF millions		2024	2023
ASSETS
Current assets:
Cash and cash equivalents		351.8	4.8
Trade receivables	24	353.0	390.9
Current financial assets	24	162.5	237.0
Tax receivables		—	2.4
Other current assets	12	259.9	376.0
Total current assets		1,127.2	1,011.1
Non-current assets:
Property, plant and equipment	14	2,338.5	2,295.7
Goodwill	16	6,012.7	6,012.7
Intangible assets	15	1,084.4	1,529.9
Right-of-use assets	13	1,262.5	1,294.2
Financial assets	24	5.1	293.1
Investments	25	48.4	55.6
Deferred tax assets	19	23.6	—
Other non-current assets	12	160.4	116.4
Total non-current assets		10,935.6	11,597.6
Total assets		12,062.8	12,608.7
LIABILITIES AND EQUITY
Liabilities
Current liabilities:
Accounts payable		316.0	281.4
Lease liabilities	13	164.1	170.4
Financial liabilities	24	586.7	550.2
Provisions	17	4.7	52.8
Tax liabilities		17.9	15.9
Other current liabilities	12	497.0	582.8
Total current liabilities		1,586.4	1,653.5
Non-current liabilities:
Lease liabilities	13	1,055.2	1,087.3
Financial liabilities	24	4,747.9	5,921.9
Provisions	17	64.0	64.1
Defined benefit obligations	10	8.4	8.4
Deferred tax liabilities	19	165.8	206.7
Other non-current liabilities	12	48.2	89.8
Total non-current liabilities		6,089.5	7,378.2
Total liabilities		7,675.9	9,031.7
Equity
Ordinary share capital	19	7.2	—
Treasury shares		(0.1)	—
Reserves	20	4,353.7	3,554.8
Equity attributable to the shareholders		4,360.8	3,554.8
Non-controlling interests	20	26.1	22.2
Total equity		4,386.9	3,577.0
Total liabilities and equity		12,062.8	12,608.7

The accompanying notes are an integral part of these consolidated financial statements.

Sunrise Communications AG

Consolidated Statements of Changes in Equity

in CHF millions	Ordinary share capital	Treasury Stock	Other Reserves	Currency translation reserve	Actuarial gains/(losses) from defined benefit plans, net of taxes	Total equity attributable to shareholders	Non-controlling interests	Total equity
Balance at January 1, 2022			3,118.4	(100.8)	24.0	3,041.6	18.2	3,059.8
Net income			80.5	—	—	80.5	3.5	84.0
Other comprehensive income (loss), net of taxes			—	(54.5)	7.9	(46.6)	1.4	(45.2)
Total comprehensive income			80.5	(54.5)	7.9	33.9	4.9	38.8
Share-based compensation			30.3	—	—	30.3	—	30.3
Capital contributions (distributions)			924.4	—	—	924.4	(3.8)	920.6
Balance at December 31, 2022			4,153.6	(155.3)	31.9	4,030.2	19.3	4,049.5
Net loss	—	—	(316.1)	—	—	(316.1)	3.9	(312.2)
Other comprehensive income (loss), net of taxes	—	—	—	(95.0)	(22.8)	(117.8)	(0.2)	(118.0)
Total comprehensive income	—	—	(316.1)	(95.0)	(22.8)	(433.9)	3.7	(430.2)
Share-based compensation	—	—	21.9	—	—	21.9	—	21.9
Capital contributions (distributions)	—	—	(63.4)	—	—	(63.4)	(0.8)	(64.2)
Balance at December 31, 2023			3,796.0	(250.3)	9.1	3,554.8	22.2	3,577.0
Net loss	—	—	(365.8)	—	—	(365.8)	3.9	(361.9)
Other comprehensive income (loss), net of taxes	—	—	—	(13.3)	(7.7)	(21.0)	—	(21.0)
Total comprehensive income	—	—	(365.8)	(13.3)	(7.7)	(386.8)	3.9	(382.9)
Issuance of shares	7.2	(0.1)	(7.1)	—	—	—	—	—
Share-based compensation	—	—	15.1	—	—	15.1	—	15.1
Capital contributions (distributions)	—	—	1,177.7	—	—	1,177.7	—	1,177.7
Balance at December 31, 2024	7.2	(0.1)	4,615.9	(263.6)	1.4	4,360.8	26.1	4,386.9

The accompanying notes are an integral part of these consolidated financial statements.

Sunrise Communications AG

Consolidated Statements of Cash Flow

	Note	Year ended December 31
in CHF millions		2024	2023	2022
Cash flows from operating activities:
Net income (loss)		(361.9)	(312.2)	84.0
Income tax expense (benefit)	19	(16.7)	(59.9)	(50.7)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Share-based compensation expense		19.1	22.5	30.7
Depreciation of RoU assets	13	129.7	128.0	145.4
Depreciation of PP&E and amortization of intangibles	14 and 15	917.9	992.1	1,028.8
Restructuring and other operating items		49.8	86.2	149.1
Financial income	22	(257.7)	(574.7)	(456.7)
Financial expenses	22	742.6	957.2	340.2
Dividends received		3.0	3.1	2.8
Interest received	22	1.6	0.9	0.6
Tax refunds		—	4.0	1.1
Taxes paid		(1.1)	—	(10.4)
Changes in operating assets and liabilities and other		52.8	(45.7)	(12.2)
Net cash provided by operating activities		1,279.1	1,201.5	1,252.7
Cash flows from investing activities:
Capital expenditures	14 and 15	(541.1)	(468.0)	(417.4)
Cash paid in connection with acquisitions, net of cash acquired	27	—	(85.1)	—
Acquisition of equity-accounted investees	25	(0.6)	—	(35.8)
Net advances from (to) related parties		112.7	(204.8)	(71.0)
Cash received for other investing activities		—	0.1	36.2
Cash paid for other investing activities		(49.7)	(2.8)	(55.0)
Net cash used in investing activities		(478.7)	(760.6)	(543.0)
Cash flows from financing activities:
Interest paid		(420.2)	(422.5)	(329.3)
Vendor financing additions	24	363.4	271.2	148.2
Repayments of debt	24	(1,064.7)	—	(899.4)
Principal payments on vendor financing	24	(377.0)	(296.6)	(284.5)
Payment of lease liabilities	13	(114.4)	(107.6)	(112.4)
Payment of financing costs and debt premiums	24	—	0.1	(26.3)
Net cash received (paid) for interest related derivative instruments	23	172.7	174.5	42.2
Net cash received (paid) for principal related derivative instruments	24	(120.4)	(57.4)	(47.1)
Capital contribution from parent		1,106.2	—	955.8
Related-party payments		—	—	(149.2)
Issuance of share capital	1	0.1	—	—
Repurchase of treasury stock	20	(0.1)	—	—
Cash paid for other financing activities		—	(1.8)	(12.0)
Net cash used in financing activities		(454.4)	(440.1)	(714.0)
Net increase (decrease) in cash and cash equivalents:		346.0	0.8	(4.3)
Cash and cash equivalents at the beginning of year		4.8	2.3	5.5
Effect of exchange rate changes on cash	1.0	1.7	1.1
---	---	---	---
Cash and cash equivalents at the end of year	351.8	4.8	2.3

The accompanying notes are an integral part of these consolidated financial statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.GENERAL INFORMATION

Sunrise Communications AG is a public company incorporated, domiciled and registered in Switzerland. The registered office of Sunrise Communications AG are located at Glattpark (Opfikon), Thurgauerstrasse 101b, 8152, Switzerland.

These consolidated financial statements for the years ended 31 December 2024 and 31 December 2023 are in substance a continuation of the previously reported F-4 financials of Sunrise HoldCo V B.V. The reporting period 2024 presented comprises the consolidated financial statements of Sunrise Communications AG and its subsidiaries (collectively referred to as 'Sunrise'). The comparative periods 2023 and 2022 presented reflect the carrying amounts from the consolidated financial statements of Sunrise HoldCo V B.V.

Sunrise’s principal operating company, Sunrise GmbH, is a full-range telecommunications provider in Switzerland, offering mobile voice and data, landline services (retail and wholesale voice, business and integration services), video and landline Internet including Internet Protocol Television (IPTV) services to both residential and business customers as well as to other operators. Sunrise has its own national backbone landline and IP network as well as its own mobile network based on 4G and 5G technologies. In connection with the services it provides, Sunrise also resells handsets manufactured by third-party suppliers.

In connection with the spin-off from Liberty Global Ltd (hereinafter 'LG'), a series of reorganization steps were completed. The transaction resulted in separation from LG and the formation of the Sunrise Communications AG, whose shares are listed at the SIX Swiss Exchange. The reorganization transactions included the following steps:

Formation of Sunrise Communications AG

Liberty Global Ltd. formed Sunrise Communications AG, a Swiss-incorporated entity, on 3 May 2024, as part of the spin-off preparations with a cash contribution of CHFk 100 (1,000,000 shares with a nominal value of CHF 0.10 per share).

Internal restructuring

On 22 October 2024, Liberty Global contributed subsidiaries and assets to Sunrise HoldCo VI B.V., and aligned its intercompany loans with external debt terms.

Repayment of external debt

From 28 October to 1 November 2024, Sunrise entities streamlined intercompany loan structures, extinguished redundant agreements and repaid external debts.

Spin-off execution

At the Extraordinary General Meeting of Liberty Global Ltd (hereinafter “LG”) on 25 October 2024, Liberty Global shareholders approved the proposed 100% spin-off of Sunrise through the distribution of Sunrise shares.

Immediately before the execution of the spin-off, Sunrise HoldCo VI BV, the former parent entity, was contributed by the sole shareholder LG to Sunrise Communications AG for the issuance of 68,759,702 Sunrise Class A shares and 25,977,316 Sunrise Class B shares with a nominal value of CHF 0.10 per share, respectively CHF 0.01 per share.

The transaction did not meet the definition of business combination under IFRS 3, because neither Sunrise nor LG were identified as acquirer. Sunrise's equity position was adjusted to reflect the share

capital structure of Sunrise Communications AG. Other amounts in equity (such as revaluation reserves and retained earnings) include amounts from the historical consolidated financial statements of Sunrise HoldCo V B.V.

As of the spin-off date, 68,759,702 Sunrise Class A common shares and 25,977,316 Sunrise Class B shares were outstanding.

These shares have been distributed by LG to its shareholders in the form of American Depositary Shares (ADS) on 12 November 2024.For every five Class A or Class C LG share, Liberty Global shareholders have received one Sunrise Class A ADS, held as of the close of business

on the distribution record date of 4 November 2024, and 2 Sunrise Class B ADS for every LG Class B

share. The spin-off transaction did not result in any changes to the existing shareholder group.

Sunrise Class A ADS began trading on Nasdaq under the ticker symbol

"SNRE" on 13 November 2024, while the Sunrise Class A common shares began trading on the SIX Swiss

Exchange under the ticker symbol "SUNN" on 15 November 2024.

These consolidated financial statements have been approved and authorized by the Board of Directors for issuance on 26 February 2025 in accordance with a resolution of Sunrise’s Board of Directors.

2.BASIS OF PREPARATION AND SCOPE OF CONSOLIDATION

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ('IFRS') as issued by the International Accounting Standards Board ('IASB') and are referred to hereinafter as consolidated financial statements. They present the activities, assets and liabilities of Sunrise, as included in the scope of consolidation, and contain the financial information of the legal entities of Sunrise.

Sunrise forms a separate group of legal entities in all years presented. All intercompany transactions and balances within Sunrise have been eliminated. Any respective material events occurring after 31 December 2024 are disclosed in Note 29.

These consolidated financial statements present the assets, liabilities, revenues, expenses and cash flows attributable to Sunrise. The consolidated financial statements have been prepared under the historical cost convention, unless otherwise indicated. The fair value of financial assets and liabilities is presented in Note 24. The consolidated financial statements have been prepared under the assumption of going concern. The presentation currency of these consolidated financial statements is the Swiss franc ('CHF'). Due to rounding, numbers presented throughout this report may not add up precisely to the totals provided. All ratios and variances are calculated using the precise underlying amount rather than the presented rounded amount.

The preparation of these consolidated financial statements require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and the reported amounts of revenue and expenses during the fiscal period. These estimates are based on management’s best knowledge of current events and actions that Sunrise may undertake in the future. Please refer to Note 4 for further details.

See Note 26 for additional disclosures regarding transactions with related parties.

3.MATERIAL ACCOUNTING POLICIES

These consolidated financial statements were prepared in accordance with the accounting policies described and the amendments effective as of 1 January 2024 which are described below. Sunrise has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Several amendments apply for the first time in 2024, which did not have a material impact on the consolidated financial statements of Sunrise.

Standard	Name	Effective from
Amendments to IFRS 16	Lease liability in a sale and leaseback transaction	1 January 2024
Amendments to IAS 1	Classifying liabilities as current or non-current	1 January 2024
Amendments to IAS 1	Classifying non-current liabilities with covenants	1 January 2024
Amendments to IAS 7	Supplier finance arrangements	1 January 2024

Foreign currency translation

These consolidated financial statements are presented in Swiss francs ('CHF'), which is the reporting currency of Sunrise. The functional currency is the currency applied in the primary economic environment. Transactions in currencies other than the functional currency are translated at the transaction-date exchange rates or the average rate. Foreign exchange gains and losses arising from differences between transaction date and settlement date rates are recognized as financial income or expenses in the consolidated statements of income or loss.

The following table summarizes the principal exchange rates used by Sunrise (shown against CHF):

	December 31
	2024	2023	2022
Spot rates:
Euro	1.0645	1.077	1.0128
US Dollar	1.1016	1.1916	1.0847
	Year ended December 31
---	---	---	---
	2024	2023	2022
Average rates:
Euro	1.0502	1.0295	0.9948
US Dollar	1.1362	1.1135	1.0478

Revenue from contracts with customers

Revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration (net of VAT) to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized when the customer obtains control of the promised goods or services. Significant sources of revenue are explained in Note 6.

Sunrise groups multi-component contracts (e.g., mobile subscription with subsidized mobile hardware) into portfolios and allocates the total transaction price to each separate performance obligation (including undelivered elements) in proportion to the stand-alone selling prices. Revenue is recognized when the customer obtains control of the separate components.

In the consolidated statements of financial position, timing differences in the recognition of revenue between separate performance obligations lead to the recognition of a contract asset, i.e., a legally not yet entitled right to consideration from a contract with a customer. Incremental costs to obtain a contract with a customer, such as incremental sales commissions, are generally recognized as assets and amortized over the applicable period benefited, which generally is the contract life. If, however, the amortization period is less than one year, Sunrise expenses such costs in the period incurred. In contrast, activation fees lead to the recognition of a contract liability, i.e., the obligation to transfer goods or services to a customer for which the entity has received consideration from the customer. Contract assets and liabilities are determined at the contract level and not at the performance obligation level. Accrued income and deferred discounts are classified as part of contract assets.

Revenue is recognized gross when Sunrise acts as a principal in a transaction. For content-based services and handsets sold via third party retailers, where Sunrise acts as an agent, revenue is recognized net of direct costs.

Direct costs

Direct costs are related to acquiring, producing or gaining access to the product, content or service that is sold to the customer. These include, but are not limited to, costs for hardware, access, copyrights, programming, roaming, interconnection, new build and built-to-suit.

Property, plant and equipment

Property, plant and equipment ('PP&E') are measured at cost less accumulated depreciation and write-downs for impairment.

Costs comprise purchase price and costs directly attributable to the acquisition until the date on which the asset is ready for use, as well as the estimated costs of dismantling and restoring the site. The costs of self-constructed assets include directly attributable payroll costs, materials, parts purchased, and services rendered by sub-suppliers during the construction period. Costs also include estimated asset retirement costs on a discounted basis if the related obligation meets the conditions for recognition as a provision.

The depreciation base is measured at cost less residual value and any write-downs. Depreciation is provided on a straight-line basis over the estimated useful life of the assets as follows:

Asset category	Useful lives
Support equipment and buildings	3 to 33 years
Distribution systems	3 to 30 years
Customer premises equipment ('CPE')	4 to 5 years

The depreciation expense of property, plant and equipment is included in depreciation and amortization expenses in the consolidated statements of income or loss.

Property, plant and equipment that have been disposed of or scrapped are eliminated from accumulated costs and accumulated depreciation. Gains and losses arising from the sale of property, plant and equipment are measured as the difference between the sales price less selling expenses and the carrying value at the time of sale. The resulting gain or loss is recognized in the consolidated statements of income or loss in other operating income or other operating expenses, respectively.

Software that is an integral part of a tangible asset (e.g., telephone exchange installations) is presented together with the related tangible assets.

If indications exist that the value of an asset may be impaired, the recoverable amount of the asset is determined. If the recoverable amount of the asset, which is the higher of the fair value less costs to sell and the value in use, is less than its carrying amount, the carrying amount is reduced to the recoverable amount.

Intangible assets

Intangible assets comprise software, licenses and rights, brands and other intangible assets required to operate the business, and software developed or customized by Sunrise. Intangible assets are measured at cost less accumulated amortization and impairment losses and are amortized on a straight-line basis over their estimated useful lives. Broadcasting rights and spectrum licenses are generally multi-year contracts, for which an asset is recognized in the amount of the contract consideration with a corresponding liability for any unpaid portion of the total contract costs at contract inception. The rights are amortized on a straight-line basis over the contract term.

Asset category	Useful lives
Software	3 to 5 years
Licenses and rights	5 to 26 years
Brands and customer relationships	6 to 10 years
Other intangible assets	2 to 25 years

The amortization expense of intangible assets is included in depreciation and amortization expenses in the consolidated statements of income or loss.

Development projects, including costs of computer software purchased or developed for internal use, are recognized as intangible assets if the costs can be calculated reliably and if they are expected to generate future economic benefits. Costs of development projects include wages and external charges. Development projects that do not meet the criteria for recognition in the consolidated statements of financial position are expensed as incurred.

Non-derivative financial instruments

Cash and cash equivalents, current trade and other receivables, current related-party receivables and payables, certain other current assets, accounts payable and certain accrued liabilities represent financial instruments that are initially recognized at fair value and subsequently carried at amortized cost. Due to their relatively short maturities, the carrying values of these financial instruments approximate their respective fair values. Loans and other receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such loans and other receivables are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses.

Leases

Sunrise leases mainly consist of rental of distribution systems, support equipment, buildings and land. Sunrise recognizes a right-of-use ('RoU') asset and a lease liability at the lease commencement date. The RoU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred. Furthermore, the RoU asset is adjusted for an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located. The RoU assets are subsequently depreciated using the straight-line method from the commencement date to the earlier of the useful life of the RoU asset or the end of the lease term. The useful lives per asset class are as follows:

Asset category	Useful lives
Support equipment, buildings and land	3 to 33 years
Distribution systems	3 to 30 years

In addition, RoU assets are periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The RoU assets and the lease liabilities are presented separately in the consolidated financial statements. Lease liabilities are initially measured at the present value of the future lease payments, discounted using the interest rate implicitly specified in the lease or Sunrise’s incremental borrowing rate as the discount rate.

Sunrise applies the short-term lease recognition exemption to leases of less than 12 months. Lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term.

Inventories

Inventories are measured at the lower of cost and net realizable value. The costs of merchandise include purchase price and delivery costs. The costs of work in progress comprise direct costs of merchandise, direct labor, other direct costs and related production overheads. Related costs for items sold are presented within direct costs in the consolidated statements of income or loss.

Trade receivables and other receivables

Receivables are measured at amortized cost net of an allowance for uncollectible amounts. The allowance for trade receivables and contract assets is always measured at an amount equal to lifetime expected credit loss ('ECL'). When determining whether the credit risk of a financial asset has

increased significantly, Sunrise considers both quantitative and qualitative information and analysis based on its historical experience, internal credit assessment and forward-looking information. Allowances for anticipated uncollectible amounts are based on individual assessments of major receivables and historically experienced losses on uniform groups of other receivables. This allowance is equal to the difference between the carrying amount and the present value of the amounts expected to be recovered. Significant financial difficulties of the debtor, the probability that the debtor will enter bankruptcy or financial reorganization, and default or delinquency in payments are considered indicators that the receivable is impaired. The loss is recognized in the consolidated statements of income or loss within other operating expenses.

When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other operating expenses in the consolidated statements of income or loss.

Cash and cash equivalents

Cash and cash equivalents comprise cash at banks and in hand and deposits held at call with banks with a maturity of less than three months at inception. Bank overdrafts are included in current liabilities.

Provisions

An asset retirement obligation ('ARO') is recognized when Sunrise has a legal or constructive obligation to remove the asset and restore the site where the asset was used at the end of the lease term (e.g., in connection with the future dismantling of mobile stations and restoration of property owned by third parties). Sunrise has estimated and capitalized the net present value of the obligations and increased the carrying amount of the asset by the respective amount. The estimated cash flows are discounted using a risk-adjusted interest rate, which is derived from Swiss government bonds along with a company-specific risk spread based on issued corporate bonds, and recognized as a provision. Subsequently, the unwinding of the discount is expensed in financial expenses. The capitalized amount is amortized over the expected lease period, including the potential extension option if it is expected to be exercised. Provisions are measured at management’s best estimate of the amount at which the liability is expected to be settled. If the timing of the settlement has a significant impact on the measurement of the liability, such liability is discounted.

Pensions

Sunrise’s pension plans comprise defined benefit plans established under Swiss pension legislation. Obligations are determined by independent qualified actuaries using the projected unit credit method assuming that each year of service gives rise to an additional unit of benefit entitlement and each unit is measured separately to build up the final obligations. Sunrise recognizes a gain or loss on curtailment when a commitment is made to significantly reduce the number of employees, generally as a result of a restructuring or disposal/discontinuation of part of the business or the outsourcing of business activities. Gains or losses on curtailment or, settlement of pension benefits are recognized in the consolidated statements of income or loss when the curtailment or settlement occurs.

Differences between projected and realized changes in pension assets and pension obligations are referred to as actuarial gains and losses and are recognized in the consolidated statements of other comprehensive income when such gains and losses occur.

In the case of changes in benefits relating to employees’ previous service periods, a change in the estimated present value of the pension obligations will be immediately recognized.

The present value of the pension obligation is measured using a discount rate based on the interest rate on high-quality corporate bonds where the currency and terms of the corporate bonds are consistent with the currency and estimated terms of the defined benefit obligation.

Amendments to IFRS Accounting Standards and Interpretations, whose application is not yet mandatory

The following IFRS Accounting Standards and Interpretations published up to the end of 2024 are mandatory from the 2025 financial year onwards.

Standard	Name	Effective from
Amendments to IAS 21	Lack of exchangeability	1 January 2025
Amendments to IFRS 9 and IFRS 7	Classification and Measurement of Financial Instruments	1 January 2026
Amendments to IFRS 1, 7, 9, 10 and IAS 7	Annual Improvements to IFRS Accounting Standards	1 January 2026
Amendments to IFRS 9	Contracts Referencing Nature-dependent Electricity	1 January 2026
IFRS 18	Presentation and disclosure in financial statements	1 January 2027
IFRS 19	Subsidiaries without Public Accountability: Disclosures	1 January 2027

Sunrise will review its financial reporting for the impact of those new and amended standards which take effect on or after 1 January 2025 and which Sunrise did not choose to adopt earlier than required. At present, Sunrise anticipates no material impact on the consolidated financial statements, except for IFRS 18 issued by the IASB on 9 April 2024. IFRS 18 will replace IAS 1, although many existing principles in IAS 1 are retained. The key concepts introduced in IFRS 18 relate to the structure of the statement of profit or loss, required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and enhanced principles on aggregation and disaggregation which apply to both the primary financial statements and notes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but may change what an entity reports as its "operating profit or loss". Sunrise is currently evaluating the potential impact of IFRS 18 on its consolidated financial statements.

4.USE OF JUDGMENTS AND ESTIMATES

The following specific estimates and judgments are considered important when portraying Sunrise’s financial position:

•Useful life of intangible assets and property, plant and equipment, as shown in Note 3, is assigned based on periodic studies of the actual useful life and intended use of those assets. Such studies are completed or updated whenever new events occur with the potential to impact the way the useful life of the asset is determined, such as events or circumstances that indicate that the carrying value of the asset may not be recoverable and should therefore be tested for impairment. Any change in the estimated useful life of these assets is recognized in the financial statements as soon as any such change is determined. For details, see Note 14 and Note 15.

•Goodwill and intangible assets comprise a significant portion of the Sunrise’s total assets. The impairment test for intangible assets is a complex process that requires significant management judgment in determining various assumptions, such as cash flow projections, discount rate and terminal growth rates. The sensitivity of the estimated measurement to these assumptions, consolidated or individually, can be significant. Furthermore, the use of different estimates or assumptions when determining the fair value of such assets may result in different values and could result in impairment charges. For details, see Note 15 and Note 16.

•Right-of-use assets and lease liabilities amount to a significant portion of the Sunrise’s consolidated statements of financial position (see Note 13). The valuation is based on several judgments, starting with the assessment of whether a contract contains a lease. Other material judgments made by Sunrise include assumptions concerning the lease terms and the probability that an extension option will be exercised.

•Net periodic pension cost for defined benefit plans is estimated based on certain actuarial assumptions, the most significant of which relate to discount rate and future salary increases. As shown in Note 10, the assumed discount rate reflects changes in market conditions. Sunrise believes these assumptions illustrate current market conditions.

•Estimates of deferred taxes and significant items giving rise to deferred assets and liabilities are shown in Note 19. These reflect the assessment of future taxes to be paid on items in the financial statements, giving consideration to both the timing and probability of these estimates. In addition, such estimates reflect expectations about the amount of future taxable income and, where applicable, tax planning strategies. Actual income taxes and income for the period may vary from these estimates as a result of changes in expectations about future taxable income, future changes in income tax law or the final review of tax returns by tax authorities.

•Provisions for asset retirement obligations are made for costs incurred in connection with the future dismantling of mobile stations and restoration of property owned by third parties. These provisions are primarily based on estimates of future costs for dismantling and restoration, long-term inflation and discount rate expectations, as well as the timing of the dismantling. See Note 17.

5.SEGMENT REPORTING

For management purposes, Sunrise is organized into business units which reflect the different customer groups to which Sunrise provides its telecommunications products and services and has the

following three operating segments, which are its reportable segments:

•Residential customers

•Business customers & Wholesale

•Infrastructure & Support functions

The Board of Directors assumes the role of the Chief Operating Decision Maker ('CODM') and monitors the operating results of the segments Residential customers, Business customers & Wholesale and Infrastructure & Support functions separately for the purpose of making decisions about resource allocation and performance assessment.

Each of these segments engages in its particular business activity which is described below:

•Residential customers: provides fixed-line and mobile services to residential end customers as well as sales of handsets. Sunrise focuses on selling its products in the Swiss telecommunications market by marketing bundled offers in fixed/Internet, mobile and IPTV.

•Business customers & Wholesale: provides a full range of products and services, from fixed-line and mobile communications to Internet and data services as well as integration services to different business areas: small office and home office, small and medium-size managed enterprises and large corporate clients. The wholesale product portfolio covers voice, data, Internet and infrastructure services such as carrier and roaming services, which are marketed to business customers.

•Infrastructure & Support functions: activities comprise support units such as network, IT and operations (customer care) as well as staff functions like finance, human resources and strategy.

Performance is measured based on Adjusted EBITDAaL as included in the internal financial reports reviewed by the CODM. This is considered an adequate measure of the operating performance of the segments reported to the CODM for the purposes of resource allocation and performance assessment. Assets and liabilities are not allocated to operating segments in the management reports reviewed by the CODM, as the review focuses on adjusted EBITDAaL. Sunrise’s finance income, finance expenses and income tax expenses are reviewed on a total level, and therefore not allocated to operating segments.

As Sunrise mainly operates in Switzerland, no geographical information is further presented.

Segment information

	Year ended December 31, 2024
	Residential customers	Business customers & Wholesale	Infrastructure & Support functions	Total
	CHF in millions
Total revenue	2,173.1	830.3	14.6	3,018.0
Direct costs	(515.2)	(299.5)	(15.4)	(830.1)
Indirect costs1	(401.5)	(115.8)	(449.1)	(966.4)
Lease expense2	(52.0)	(13.5)	(133.9)	(199.4)
Adj. EBITDA after lease expense (EBITDAaL)	1,204.4	401.5	(583.8)	1,022.1
Depreciation and amortization of property, plant and equipment and intangible assets				(917.9)
Share-based compensation, restructuring & other				(69.0)
Finance income/(expense)3				(413.8)
Income tax benefit				16.7
Net income (loss)				(361.9)

1 Excludes expenses for share-based compensation, restructuring and other.

2 Contains depreciation and interest expenses for leases arrangements under IFRS 16. Excludes expenses for short-term leases, which are reported in line "indirect cost".

3 Excludes interest expenses for leases, which are included in line "lease expense".

	Year ended December 31, 2023
	Residential customers	Business customers & Wholesale	Infrastructure & Support functions	Total
	CHF in millions
Total revenue	2,247.1	776.6	11.5	3,035.2
Direct costs	(537.6)	(271.0)	(26.0)	(834.6)
Indirect costs1	(417.5)	(115.4)	(428.2)	(961.1)
Lease expense2	(51.0)	(11.2)	(133.7)	(195.9)
Adj. EBITDA after lease expense (EBITDAaL)	1,241.0	379.0	(576.4)	1,043.6
Depreciation and amortization of property, plant and equipment and intangible assets				(992.1)
Share-based compensation, restructuring & other				(108.6)
Finance income/(expense)3				(315.0)
Income tax benefit				59.9
Net income (loss)				(312.2)			Year ended December 31, 2022
---	---	---	---	---
	Residential customers	Business customers & Wholesale	Infrastructure & Support functions	Total
	CHF in millions
Total revenue	2,275.5	752.3	7.4	3,035.2
Direct costs	(538.4)	(267.7)	(13.5)	(819.6)
Indirect costs4	(417.8)	(111.7)	(417.6)	(947.1)
Lease expense5	(39.9)	(10.4)	(160.4)	(210.7)
Adj. EBITDA after lease expense (EBITDAaL)	1,279.4	362.5	(584.1)	1,057.8
Depreciation and amortization of property, plant and equipment and intangible assets				(1,028.8)
Share-based compensation, restructuring & other				(179.7)
Finance income/(expense)6				184.0
Income tax benefit				50.7
Net income (loss)				84.0

4 Excludes expenses for share-based compensation, restructuring and other.

5 Contains depreciation and interest expenses for leases arrangements under IFRS 16. Excludes expenses for short-term leases, which are reported in line "indirect cost".

6 Excludes interest expenses for leases, which are included in line "lease expense".

6.REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue by major category and reportable segment is set forth below:

	Year ended December 31, 2024
	Residential customers	Business customers & Wholesale	Infrastructure & Support functions	Total
	CHF in millions
Fixed	1,001.8	483.0	—	1,484.8
Subscription	987.8	293.4	—	1,281.2
Non-subscription and hardware	14.0	189.6	—	203.6
Mobile	1,041.1	343.9	—	1,385.0
Subscription	833.5	266.2	—	1,099.7
Non-subscription and hardware	207.6	77.7	—	285.3
Other	130.2	3.4	14.6	148.2
Total	2,173.1	830.3	14.6	3,018.0
	Year ended December 31, 2023
---	---	---	---	---
	Residential customers	Business customers & Wholesale	Infrastructure & Support functions	Total
	CHF in millions
Fixed	1,061.7	437.4	—	1,499.1
Subscription	1,043.1	273.4	—	1,316.5
Non-subscription and hardware	18.6	164.0	—	182.6
Mobile	1,052.3	336.2	—	1,388.5
Subscription	852.9	254.7	—	1,107.6
Non-subscription and hardware	199.4	81.5	—	280.9
Other	133.2	2.9	11.5	147.6
Total	2,247.2	776.5	11.5	3,035.2			Year ended December 31, 2022
---	---	---	---	---
	Residential customers	Business customers & Wholesale	Infrastructure & Support functions	Total
	CHF in millions
Fixed	1,088.3	430.6	0.7	1,519.6
Subscription	1,079.6	270.0	0.7	1,350.3
Non-subscription and hardware	8.7	160.6	—	169.3
Mobile	1,053.5	320.8	—	1,374.3
Subscription	854.8	240.6	—	1,095.4
Non-subscription and hardware	198.7	80.2	—	278.9
Other	133.7	0.9	6.7	141.3
Total	2,275.5	752.3	7.4	3,035.2

Subscription revenue

Sunrise recognizes service revenue from mobile and fixed services over the contractual period. Installation or activation fees related to the services provided are deferred as contract liabilities and recognized over the contractual period. Revenue from the sale of prepaid services is deferred and recognized at the time of use. Discounts that can be allocated to service revenues are evenly distributed over the minimum contract binding period.

Mobile subscriptions have no contract term beyond a 60 days notice period, whereas residential services require a minimum contract duration of 12 months. For contracts combined with a promotion, the typical minimum contract term is 24 months. For B2B service contracts, the contract term is typically between one to five years.

Non-subscription and hardware

Non-subscription revenues include mainly revenue from hardware sales, which are recognized at point-in-time upon delivery. Revenue from carrier and roaming services offered to medium and large enterprises and fixed-line and mobile services on a wholesale basis to other operators are recognized over the contractual period.

Other

Revenue from sales of build-to-suit network sites is recognized at point-in-time when the sites are available for use and legal ownership is transferred. Net collectible fees earned from early termination of contracts are recognized when collected. Other revenue further includes revenue from subleases and is recognized over time.

Contract assets

Contract assets primarily relate to Sunrise’s rights to consideration for hardware sold within a bundle arrangement but not yet billed.

The following table provides information about contract assets and contract liabilities from contracts with customers.

	December 31
	2024	2023	2022
	CHF in millions
Contract assets	27.8	31.7	22.5

The following table includes revenue from contracts with an original duration of more than one year which is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the reporting date.

	Year ended December 31
	2025	2026	2027
	CHF in millions
Telecommunications services (mobile and fixed)	56.9	15.0	7.1

Sunrise makes use of the practical expedients in IFRS 15, according to which unsatisfied performance obligations under contracts with an expected original term of no more than one year and revenues recognized in accordance with the billed amounts are exempt from the disclosure requirement.

Contract liabilities

Contract liabilities primarily relate to deferred revenue including broadband cable services and subscription fees, as well as activation fees for which revenue is recognized over the term of the service contract.

	December 31
	2024	2023	2022
	CHF in millions
Contract liabilities to residential customers	46.0	43.1	55.3
Contract liabilities to business customers	28.0	36.3	19.2
Contract liabilities to other telecommunications services	0.8	0.4	0.5
Total	74.8	79.8	75.0
Thereof current portion of contract liabilities	71.3	66.7	69.9
Thereof non-current portion of contract liabilities	3.5	13.1	5.1

Contract costs

According to IFRS 15, commission fees directly attributable to a contract are capitalized and recognized as expenses over the estimated contract duration. This means that capitalized commission fees are amortized when the related revenues are recognized. The capitalized costs are amortized in other operating expenses or personnel expenses, depending on whether the costs are paid to external retailers or own employees.

	2024	2023
	CHF in millions
Balance as of January 1	69.3	62.5
Additional capitalised contract cost	88.1	71.6
Amortized contract cost	(77.0)	(64.8)
Balance as of December 31	80.4	69.3

7.OTHER OPERATING INCOME AND EXPENSES

	Year ended December 31
	2024	2023	2022
	CHF in millions
Marketing & Commissions	(188.8)	(195.2)	(195.9)
Network related costs	(170.6)	(167.4)	(207.6)
Professional Services	(105.7)	(130.2)	(130.1)
Facility & Energy	(66.5)	(55.1)	(51.0)
IT expenses	(57.6)	(49.4)	(50.9)
Administration	(34.7)	(39.4)	(43.0)
Call centre services	(34.7)	(39.2)	(39.6)
Allowance for receivables	(35.3)	(16.9)	(27.6)
Other	(2.5)	(66.1)	(4.4)
Total other operating expenses	(696.4)	(758.8)	(750.2)
Capitalized labor as non-current assets	63.0	68.3	60.1
Other income	5.1	37.4	1.5
Total other operating income and capitalized labor	68.1	105.7	61.7

Other operating expenses

In 2024, expenditures for professional services experienced a reduction amounting to CHF 24.5 million in comparison to the preceding year. This decline was primarily attributable to a CHF 14.4 million decrease in intercompany-related as well as a CHF 13.0 million reduction in contracting services. Conversely, facility and energy expenses increased by CHF 11.4 million relative to the prior year, predominantly driven by elevated electricity costs. Furthermore, the allowance for receivables saw an increase of CHF 18.4 million compared to the previous year, largely influenced by one-time items.

In 2023, the category "Other" included a CHF 29.1 million ice-hockey distribution-rights penalty issued by the Competition Commission as well as CHF 28.5 million expenses related to restructuring.

The categories disclosed for other operating expenses do not include expenses that were included in other financial statement line items (such as personnel expenses or depreciation).

Other operating income and capitalized labor

In 2023, Sunrise recognized CHF 17.2 million income related to disputed overcharges by Swisscom, and CHF 20.0 million abandoned lease income related to the former Wallisellen office building.

8.PERSONNEL EXPENSES

	Year ended December 31
	2024	2023	2022
	CHF in millions
Wages, salaries and social security charges	363.9	384.2	380.8
Pension expenses	24.0	10.0	26.8
Share-based compensation	19.1	22.5	30.7
Total	407.0	416.7	438.3

9.KEY MANAGEMENT PERSONNEL COMPENSATION

Key management personnel comprise the members of the Executive Leadership Team and the members of the Board of Directors. Their compensation is as follows:

Remuneration of the Executive Leadership Team and Board of Directors

	Year ended December 31
	2024	2023	2022
	CHF in millions
Wages, salaries and social security charges	8.4	6.2	8.0
Pension costs	0.8	0.8	1.2
Share-based compensation	6.6	6.9	9.1
Termination benefits	0.7	2.5	0.7
Total	16.5	16.4	19.0

10.EMPLOYEE BENEFIT OBLIGATIONS

Sunrise provides retirement benefits to its employees as required by Swiss law by means of a pension fund that is a separate legal entity. The Sunrise Pension Fund is a separate, semi-autonomous foundation governed by the Occupational Pensions and Foundations Office of the Canton of Zurich. Disability and death risks are reinsured by Zurich Insurance. The fixed assets of the Sunrise Pension Fund are managed by Credit Suisse Asset Management in Zurich in accordance with organizational guidelines and investment regulations. The Board of Trustees consists of an equal number of employer and employee representatives and is responsible for managing the Foundation in accordance with Swiss law. Per the Occupational Pensions Act, a temporary funding shortfall is permitted. The Board of Trustees must take appropriate measures to resolve the shortfall within a reasonable timeframe. If those measures do not lead to the desired results, the Pension Fund may temporarily charge remedial contributions to employers, insured persons, and pensioners. The employer contribution must at least equal the aggregate contributions levied from the insured persons.

The pension fund operates a pension plan for all staff, which qualifies as a defined benefit plan under IAS 19. Future pension benefits are based primarily on years of credited service and on contributions made by the employee and employer over the service period, which vary according to age as a percentage of insured salary. The rate of annual interest credited to employee accounts on the balance representing the minimum amount required under pension law is defined by the Swiss government. In addition, the conversion factor used to convert the accumulated capital upon retirement into an annual pension is also defined by the Swiss government. In the case of over-funding, it may be possible to a limited extent to reduce the level of contributions from both employer and employee. Distribution of excess funds from the pension fund to Sunrise is not possible. These defined benefit plans expose Sunrise to actuarial risks, such as currency risk, interest rate risk and market (investment) risk.

A curtailment gain of CHF 13.5 million has been recorded in 2023 (2022: CHF nil), due to a restructuring event in the respective year. In 2024, no curtailment gain has been recorded.

Pension (income) costs resulting from defined benefit plans

	December 31
	2024	2023	2022
	CHF in millions
Current service costs excluding interest costs	19.5	16.9	20.7
Net interest costs on defined benefit obligation and service costs	0.4	0.3	0.1
Past service income	(2.1)	(13.5)	(0.3)
Administration costs	1.7	0.6	0.9
Termination benefits	0.2	0.2	0.2
Total	19.7	4.5	21.6

Assets and obligations

	December 31
	2024	2023
	CHF in millions
Fair value of plan assets	851.4	793.7
Defined benefit obligation	(859.8)	(802.1)
Total	(8.4)	(8.4)

Movement in other comprehensive income

	December 31
	2024	2023	2022
	CHF in millions
Actuarial (gain) / loss due to
demographic assumptions	—	(0.1)	(0.6)
financial assumptions	15.5	81.0	(163.9)
experience adjustments	39.9	5.6	11.8
Actuarial (gain) / loss during period	55.4	86.5	(152.6)
Return on defined benefit plan assets (greater)/less than net interest recognised	(48.4)	(18.8)	108.4
Impact of changes in asset ceiling	—	(37.3)	33.2
Remeasurement effects recognized in OCI	7.0	30.4	(11.0)

Movement in defined benefit obligations

	2024	2023
	CHF in millions
Balance as of January 1	802.1	748.8
Included in the consolidated statements of income or loss
Current service costs	19.5	16.9
Past service income	(2.1)	(13.5)
Interest costs on defined benefit obligation	10.5	16.4
Administration costs and termination benefits	1.9	0.8
Settlements	—	(6.2)
Included in consolidated statements of other comprehensive income
Actuarial (gain) / loss arising from:
Demographic assumptions	—	(0.1)
Financial assumptions	15.5	81.0
Experience adjustment	39.9	5.6
Other
Employee contributions	20.1	20.4
Benefits paid / transferred	(47.5)	(68.0)
Total defined benefit obligations as of December 31	859.9	802.1

Movement in fair value of plan assets

	2024	2023
	CHF in millions
Balance as of January 1	793.7	784.3
Included in the consolidated statements of income or loss
Interest income	10.1	16.8
Settlements	—	(6.2)
Included in consolidated statements of other comprehensive income
Return on plan assets excluding interest income	48.4	18.8
Other
Employer contributions	26.6	27.5
Employee contributions	20.1	20.5
Benefits paid	(47.5)	(68.0)
Total fair value of plan assets as of December 31	851.4	793.7

Asset allocation of plan assets

	December 31
	2024					2023
	CHF in millions	Quoted		Unquoted		CHF in millions	Quoted		Unquoted
Cash and cash equivalents	12.1	—	%	1.4	%	8.8	—	%	1.1	%
Equity securities	301.6	35.4	%	—	%	267.2	33.7	%	—	%
Debt securities	305.8	35.9	%	—	%	299.5	37.7	%	—	%
Real estate	168.5	1.5	%	18.3	%	159.4	2.8	%	17.2	%
Other	63.4	—	%	7.4	%	58.8	—	%	7.4	%
Total	851.4	72.8	%	27.2	%	793.7	74.3	%	25.7	%

Plan assets do not include any property used by Sunrise companies. Furthermore, the defined benefit plans do not hold any shares of Sunrise or its subsidiaries.

Periodically, an asset-liability matching study is performed by the pension fund’s asset manager, in which the consequences of the strategic investment policies are analysed (the latest study was conducted in 2022). The strategic investment policy of the pension fund can be summarized as follows: a strategic asset mix comprising 21% to 47% equity securities, 20% to 56% bonds, 12% to 38% real estate, 0% to 4% cash in banks and 0% to 7% other investments.

Principal actuarial assumptions

	December 31
	2024		2023
Discount rate	0.95	%	1.35	%
Interest crediting rate	1.25	%	2.30	%
Future salary increases	1.60	%	1.70	%
Mortality rates	BVG/LPP 2020		BVG/LPP 2020

As of 31 December 2024, the weighted average duration of the defined benefit obligation was 12.6 years (2023: 11.9 years). For 2025, Sunrise's projected contributions to its pension funds total CHF 22.5 million. Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

As of the census date, 30 September 2024, 2,799 (30 September 2023: 2,882) active participants and 411 (30 September 2023: 409) participants receiving benefits were enrolled in the pension scheme.

Sensitivity analysis

	2024
	Increase to	Decrease to
	CHF in millions
Discount rate (0.5% movement)	809.9	916.2
Future salary increases (1.0% movement)	871.7	849.9

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.

Sunrise offers a defined contribution plan for employees having an annual salary in excess of CHF 136,080 with an external provider. In 2024, the expenses for the defined contribution plan amount to CHF 6.6 million (2023: CHF 6.6 million).

11.SHARE-BASED COMPENSATION

In connection with the spin-off, the Liberty Global Compensation Committee adjusted the outstanding equity awards granted under the Liberty Global Long-Term Incentive Plan 2024 (Performance Incentive Plan) and converted the majority of the awards into Sunrise equity instruments, thereby ensuring alignment with the strategic priorities of Sunrise and its shareholders. For awards granted before 2024, no conversion to Sunrise equity instruments was made. For the latter awards, Sunrise needs to compensate LG. The amount for 2024 is disclosed in the table below the line "Other". Furthermore, Sunrise delivers Sunrise RSU to holders of LG RSU awards to compensate them for the diluting effect of the spin-off (see note 21). In addition, the members of the Executive Committee and certain other employees have received an Initial Award in the form of equity-based instruments to align their interests with those of the shareholders and to support long-term value creation. Upon vesting of the awards, the respective shares are either created out of the conditional share capital or distributed from treasury shares.

The Long-Term Incentive Plan ('LTIP') contains Restricted Share Units ('RSUs'), Performance Share Units ('PSUs') and Share Appreciation Rights ('SARs'). The awards related to this plan were granted on either 25 March 2024 or 2 August 2024. The Initial Award contains RSUs, PSUs, and Shares. The awards related to this plan were granted on either 6 December 2024 or 30 December 2024. In the financial year 2023, no such awards were granted.

The following share-based compensation costs have been recognized in this financial year:

	December 31, 2024
	CHF in millions
Non-performance based incentive awards	4.9
Performance-based incentive awards	1.2
Shares	0.8
SHIP1	2.3
Other	9.9
Total share-based payments costs	19.1

1 Certain employees can elect for (a portion of) their annual bonus to be paid out in shares. As a consequence, this expense is a part of total share-based compensation.

2 Sunrise has the intent to settle these awards in shares.

General award information

The award types granted are RSUs, PSUs, SARs and Shares.

RSUs grant the right to receive shares on specified future vesting dates, subject to continued employment

with Sunrise. The RSUs vest in equal yearly instalments over the course of the total vesting period.

PSUs grant the right to receive shares on specified future vesting dates, subject to both a service condition and a performance condition. The vesting of the award depends on the service condition, while the number of shares being awarded per PSU depends on the achievement of the performance condition. For the PSUs of the LTIP 2024, the performance condition depends on the Relative Total Shareholder Return (rTSR) and the Cumulative Absolute Adjusted Free Cash Flow (FCF). The performance condition entitles the holder to between 0 and 1.85 shares per PSU. For the Initial Award PSUs, the performance criterion is the Implied Total Shareholder Return (TSR) based on achieved Internal Rate of Return (IRR) Performance %. The performance condition entitles the holder to between 0 and 1.5 shares per PSU. The PSUs vest in one instalment after the total vesting period.

SARs give the participant the right to receive the value2 of any increase in the share price over the base price of the grant date less withholding tax on the day the SAR is exercised. The SARs can be exercised at any time after vesting, until the expiration date. The SARs expire at the close of business on the tenth anniversary of the applicable grant date and vest in equal yearly instalments over the course of the total vesting period.

Shares are awards in the form of shares that are transferred to the participant at grant date. Should a member of the Executive Committee terminate his/her employment prior to 31 December 2025, Sunrise retains the right to reclaim all shares granted under this agreement, giving rise to an implied service condition.

The categories in the table above are composed of the following awards:

	Grant date	FV at grant date
Non-performance based incentive awards
LTI 2024 RSU	25/3/2024	34.07
LTI 2024 SAR	25/3/2024	9.66
LTI 2024 RSU	2/8/2024	36.59
LTI 2024 SAR	2/8/2024	10.45
Initial Award RSU	6/12/2024	41.55
Initial Award RSU	30/12/2024	39.32
Performance-based incentive awards
LTI 2024 PSU	25/3/2024	50.01
LTI 2024 PSU	2/8/2024	44.65
Initial Award PSU	6/12/2024	42.09
Initial Award PSU	30/12/2024	42.09
Shares	6/12/2024	41.55

Fair value

The LTIP 2024 was converted into a plan with underlying Sunrise shares using an adjustment factor. This was applied with the aim of ensuring that the fair value ('FV') of this plan as a whole did not significantly change. For the PSUs, the performance condition was modified to reflect the performance of Sunrise rather than Liberty Global. The modifications were made with the aim of leaving the total FV unchanged.

The FV of the RSUs and Shares of the Initial Award is equal to the closing price of Sunrise Communications AG on the SIX Swiss Exchange on the respective grant date. The FV of the PSUs was based on a Monte Carlo model with one million simulations. An assumed share price volatility of 24.70% was utilized, alongside an entry price of CHF 40.61 and a risk-free rate of 1.01%.

Number of units	PSUs	RSUs	SARs	Shares	Total 2024
Balance January 1	-	-	-	-	-
Granted	421,608	408,262	471,729	99,186	1,400,785
Settled	-	-	-	(99,186)	(99,186)
Forfeited	-	(8,863)	(10,485)	-	(19,348)
Balance December 31	421,608	399,399	461,244	0	1,282,251			Number of SARs units	Weighted average strike price (CHF)
---	---	---
Balance January 1	-	-
Granted	471,729	33.88
Forfeited	(10,485)	33.57
Outstanding December 31	461,244	33.88

12.OTHER OPERATING ASSETS AND LIABILITIES

The details of Sunrise's other current and non-current assets as well as other current and non-current liabilities are set forth below:

	December 31
	2024	2023
	CHF in millions
Other assets - current:
Third party receivables	63.4	120.0
Prepayments	60.8	128.7
Contract assets	14.6	17.3
Contract costs	61.1	53.6
Inventories	58.5	50.1
Other	1.5	6.3
Total	259.9	376.0
Other assets - non-current:
Trade receivables	34.3	44.0
Prepayments	82.1	31.7
Contract assets	13.2	14.4
Contract costs	19.2	15.8
Other	11.6	10.5
Total	160.4	116.4
Other liabilities - current:
Accrued other liabilities	261.0	335.0
Accrued capital expenditures	63.5	66.9
Accrued payroll and employee benefits	68.3	83.0
Deferred revenue	71.3	66.7
Other	32.9	31.2
Total	497.0	582.8
Other liabilities - non-current:
Other	48.2	89.8
Total	48.2	89.8

Write-downs of inventories to the net realizable value totalled CHF 0.7 million in 2024 (2023: CHF 8.9 million). The value of inventories recognized as an expense in direct costs and other operating expenses totalled CHF 226.1 million (2023: CHF 217.8 million). No inventories were expected to be sold after more than one year.

13.LEASING

Sunrise leased assets include telecommunications installations like mobile sites and transmission equipment such as leased lines, shops and offices as well as vehicles. Information about leases for which Sunrise is a lessee is presented below.

Right-of-use assets

	December 31
	2024	2023
	CHF in millions
Distribution systems	1,091.4	1,166.2
Support equipment, buildings and land	171.1	128.0
Total RoU assets	1,262.5	1,294.2

At 31 December 2024 the weighted average discount rate was 5.5% (2023: 5.0%). During 2024, Sunrise recorded additions in RoU assets associated with leases of CHF 126.30 million (2023: CHF 56.20 million), respectively.

Lease expenses

	Year ended December 31
	2024	2023	2022
	CHF in millions
Depreciation and amortization
Distribution systems	101.4	99.3	96.3
Support equipment, buildings and land	28.3	28.7	49.1
Total depreciation and amortization	129.7	128.0	145.4
Interest expense	69.8	67.9	65.3
Short-term lease expense9	2.4	3.2	3.2
Total lease expense	201.9	199.1	213.9

9 Included in operating income before depreciation and amortization.

Lease liabilities

Maturities of our lease liabilities are presented below:

	Year ended December 31
	2024	2023
	CHF in millions
Within 1 year	164.1	170.4
Between 1 and 2 years	152.0	153.9
Between 2 and 3 years	148.8	145.5
Between 3 and 4 years	141.3	141.9
Between 4 and 5 years	135.2	135.0
After 5 years	925.7	1,002.2
Total payments	1,667.1	1,748.9
Less: present value discount	(447.8)	(491.2)
Present value of lease payments	1,219.3	1,257.7
Current portion	164.1	170.4
Non-current portion	1,055.2	1,087.3

Cash flows from leases

	Year ended December 31
	2024	2023
	CHF in millions
Principal payments	114.4	107.6
Interest payments	61.0	58.4
Payments for short-term leases	2.4	3.2
Total payments	177.8	169.2

14.PROPERTY, PLANT AND EQUIPMENT

	Distribution systems	Customer premises equipment	Support equipment and buildings	Assets under construction	Total
	CHF in millions
Cost:
January 1, 2023	3,060.6	432.3	1,423.3	247.7	5,163.9
Additions	280.5	93.2	3.5	—	377.2
Additions from business combinations	70.7	—	3.0	—	73.7
Retirements and disposals	(34.9)	(93.3)	(2.1)	—	(130.3)
Reclassifications	(65.9)	(59.2)	25.2	99.9	—
December 31, 2023	3,311.0	373.0	1,452.9	347.5	5,484.5
Additions	257.3	100.3	50.4	—	408.0
Retirements and disposals	(213.1)	(101.0)	(25.3)	—	(339.4)
Reclassifications	(233.9)	(9.6)	(6.1)	173.2	(76.4)
Other	—	—	—	(1.0)	(1.0)
December 31, 2024	3,121.3	362.7	1,471.9	519.7	5,475.7
	Distribution systems	Customer premises equipment	Support equipment and buildings	Assets under construction	Total
---	---	---	---	---	---
	CHF in millions
Accumulated depreciation and impairment:
January 1, 2023	(2,326.1)	(249.0)	(291.7)	—	(2,866.8)
Depreciation	(290.8)	(69.1)	(92.6)	—	(452.5)
Retirements and disposals	34.9	93.3	2.4	—	130.6
Reclassifications	(47.3)	60.1	(12.8)	—	—
December 31, 2023	(2,629.3)	(164.7)	(394.7)	—	(3,188.7)
Depreciation	(287.1)	(67.9)	(13.0)	—	(368.0)
Retirements and disposals	213.1	100.7	25.2	—	339.0
Reclassifications	—	—	65.5	—	65.5
Other	9.8	2.0	3.2	—	15.0
December 31, 2024	(2,693.5)	(129.9)	(313.8)	—	(3,137.2)
	Distribution systems	Customer premises equipment	Support equipment and buildings	Assets under construction	Total
---	---	---	---	---	---
	CHF in millions
Property and equipment, net:
Net carrying amount at December 31, 2023	681.7	208.3	1,058.2	347.5	2,295.7
Net carrying amount at December 31, 2024	427.8	232.8	1,158.1	519.7	2,338.5

In 2024, software assets with a net carrying amount of CHF10.9m have been reclassified from PP&E to Intangible assets.

The capitalization process recognizes all additions to PP&E as "Additions" to Assets under depreciation (Distribution systems, Customer premises equipment, and Support equipment and buildings), which are then reclassified simultaneously into Assets under construction within "Reclassifications", as long as construction or implementation of the underlying projects is ongoing. Once the project has been completed, the final asset is reclassified from Assets under construction to Assets under depreciation within Reclassifications. Due to that process the table above shows negative reclassifications for Assets under depreciation categories.

15.INTANGIBLE ASSETS

Changes in the carrying amounts of the intangible assets are as follows:

	Brands and customers relationships	Licenses and rights	Software	Other intangible assets	Total
	CHF in millions
Cost:
January 1, 2023	1,972.0	652.1	523.3	18.3	3,165.7
Additions from business combinations	8.4	—	—	—	8.4
Additions	0.3	—	160.2	—	160.5
Retirements and disposals	(27.4)	—	(48.3)	—	(75.7)
Other	2.5	—	—	(1.1)	1.4
December 31, 2023	1,955.8	652.1	635.2	17.2	3,260.3
Additions	—	2.0	99.9	—	101.9
Retirements and disposals	—	(153.5)	(32.6)	(8.0)	(194.1)
Reclassifications	—	—	76.4	—	76.4
Other	1.9	—	—	3.6	5.5
December 31, 2024	1,957.7	500.6	778.9	12.8	3,250.0
	Brands and customers relationships	Licenses and rights	Software	Other intangible assets	Total
---	---	---	---	---	---
	CHF in millions
Accumulated amortization:
January 1, 2023	(732.3)	(252.7)	(280.0)	(1.6)	(1,266.6)
Amortization	(322.0)	(66.8)	(143.6)	(7.2)	(539.6)
Retirements and disposals	27.4	—	48.3	—	75.7
Other	—	—	—	0.1	0.1
December 31, 2023	(1,026.9)	(319.5)	(375.3)	(8.7)	(1,730.4)
Amortization	(321.7)	(69.0)	(155.0)	(4.2)	(549.9)
Retirements and disposals	—	153.5	32.6	8.0	194.1
Reclassifications	—	—	(65.5)	—	(65.5)
Other	—	—	(13.9)	—	(13.9)
December 31, 2024	(1,348.6)	(235.0)	(577.1)	(4.9)	(2,165.6)
	Brands and customers relationships	Licenses and rights	Software	Other intangible assets	Total
---	---	---	---	---	---
	CHF in millions
Intangible assets subject to amortization, net:
Net carrying amount at 31 December 2023	928.9	332.6	259.9	8.5	1,529.9
Net carrying amount at 31 December 2024	609.1	265.6	201.8	7.9	1,084.4

Brands and customer relationships As of 31 December 2024, the most significant intangible assets are the customer base of former Sunrise Communications Group AG with a carrying amount of CHF 575.7 million as well as the Sunrise brand with a carrying amount of CHF 20.5 million. Both assets originated from the acquisition by former UPC GmbH in 2020 (renamed to Sunrise GmbH in 2022). The remaining useful life is 2 years and 6 years, respectively.

Licenses and rights

As of 31 December 2024, licenses and rights consist primarily of two spectrum licenses. The frequency usage rights acquired in January 2013 are mostly used for 4G. The carrying amount is CHF 120.6 million with a remaining useful life of 4 years.

The frequency usage rights acquired in July 2019 are used for 5G. The carrying amount is CHF 56.8 million with a remaining useful life of 10 years.

In 2022, Sunrise signed a contract with Swiss Ice Hockey Federation and acquired broadcasting rights for the National League. These broadcasting rights have a carrying amount of CHF 80.0 million with a remaining useful life of 3 years.

Software

Software mainly includes licenses and developments for Customer Relationship Management ('CRM') and accounting applications with varying remaining useful lives of less than 5 years.

In 2024, software assets with a net carrying amount of CHF 10.9m have been reclassified from PP&E to Intangible assets.

16.GOODWILL

Goodwill allocation

For business combinations, goodwill is allocated as of the transaction date to Sunrise's cash-generating units ('CGUs'). Sunrise's CGUs with allocated goodwill consist of Residential, Business and Wholesale.

	Residential	Business	Wholesale	Total
	CHF in millions
Cost:
January 1, 2023	4,580.7	1,098.3	327.3	6,006.3
Additions from business combinations	6.4	—	—	6.4
December 31, 2023	4,587.1	1,098.3	327.3	6,012.7
Additions from business combinations	—	—	—	—
December 31, 2024	4,587.1	1,098.3	327.3	6,012.7
	Residential	Business	Wholesale	Total
---	---	---	---	---
	CHF in millions
Goodwill, net:
Net carrying amount at 31 December 2023	4,587.1	1,098.3	327.3	6,012.7
Net carrying amount at 31 December 2024	4,587.1	1,098.3	327.3	6,012.7

Impairment tests for goodwill

Goodwill is subject to an annual impairment test conducted as of 30 September of each year. In 2024, there were no other recorded intangible assets with indefinite useful lives (2023: CHF 0). The recoverable amount of all CGUs has been determined based on its value-in-use using a discounted cash flow (DCF) method. The key assumptions used are listed below:

Key assumptions used in value in use calculations

	2024		2023
Long-term growth rate	—	%	0.6	%
WACC (pre-tax)	5.3	%	7.0	%

The calculation basis for the DCF model is Sunrise's business plan as approved by the Executive Committee. The detailed planning horizon of the business plan covers five years. The free cash flows beyond the five-year planning period were extrapolated using a long-term growth rate. The discount rate is the weighted average cost of capital ('WACC') before tax of Sunrise. Budgeted gross margin and growth rates are based on past performance and management's expectations of market development. Revenue, as a further key assumption, is estimated using detailed revenue models including market dynamics, expectations for pricing and customer churn rates, amongst others. As of the impairment test date, the recoverable amount for all CGUs was higher than the carrying amount.

Sensitivity analysis

Management performed the following sensitivity analyses, in isolation:

•increased the pre-tax discount rate by 100 basis points (bps), keeping stable other key assumptions

•decreased revenue by 500 bps, keeping stable other key assumptions

•decreased EBITDA margin by 500 bps, keeping stable other key assumptions

The results of the sensitivity analysis demonstrated that the above changes in the key assumptions would not cause the carrying value of CGUs to exceed the recoverable amount for any of the three CGUs.

17.PROVISIONS

	Asset retirement obligations	Restructuring obligations	Other provisions	Total
	CHF in millions
Provisions as of January 1, 2023	61.4	10.4	—	71.8
Provisions made during the period	2.0	28.5	29.9	60.4
Change in present value	2.5	—	—	2.5
Provisions used during the period	(1.8)	(16.0)	—	(17.8)
Provisions as of December 31, 2023	64.1	22.9	29.9	116.9
Thereof current	—	22.9	29.9	52.8
Thereof non-current	64.1	—	—	64.1
Provisions as of January 1, 2024	64.1	22.9	29.9	116.9
Provisions made during the period	2.1	1.9	—	4.0
Change in present value	2.4	—	—	2.4
Provisions used during the period	(4.6)	(20.1)	(29.9)	(54.6)
Provisions as of December 31, 2024	64.0	4.7	—	68.7
Thereof current	—	4.7	—	4.7
Thereof non-current	64.0	—	—	64.0

Provisions for asset retirement obligations relate to the future dismantling of mobile stations and restoration of property owned by third parties. Those leases generally contain provisions that require Sunrise to remove the asset and restore the sites to their original condition at the end of the lease term. The uncertainties relate primarily to the timing of the related cash outflows. The majority of these obligations are not expected to result in cash outflows within a year.

Restructuring obligations primarily include the full cost of planned business restructuring programs. These programs are expected to be completed within the next 12 months.

Other provisions are related to litigation, and legal claims. Refer to Note 18 for further details on legal contingencies for Sunrise.

18.COMMITMENTS AND CONTINGENCIES

The total contractual and purchase commitments as of 31 December 2024, amounted to CHF 886.7 million (31 December 2023: CHF 939.3 million) for future investments in property, plant and equipment, right-of-use assets and intangible assets.

On 8 December 2017, Sunrise GmbH, formerly known as UPC Schweiz GmbH, entered into a mobile virtual network operator ('MVNO') agreement with Swisscom (Schweiz) AG ('Swisscom'), as subsequently amended (the 'Swisscom MVNO'), for the provision of mobile network services to certain of Sunrise GmbH’s end customers. In January 2023, Swisscom filed a formal lawsuit against Sunrise GmbH, asserting that it is in breach of the Swisscom MVNO and claiming approximately CHF 90 million in damages. In April 2024, Sunrise agreed with Swisscom to resolve the matter, the terms of which are not material to us and, as a result, the lawsuit against Sunrise GmbH has been withdrawn.

In addition, Sunrise has significant commitments under (i) derivative instruments and (ii) defined benefit plans and similar agreements, pursuant to which we expect to make payments in future periods. For information regarding derivative instruments, including the net cash paid or received in connection with these instruments, see Note 24. For information regarding Sunrise's defined benefit plan, see Note 10.

Sunrise also has commitments pursuant to agreements with, and obligations imposed by, authorities, which may include obligations in certain markets to move aerial cable to underground ducts or to upgrade, rebuild or extend portions of Sunrise's broadband communication systems. Such amounts are not fixed or determinable.

On 5 March 2012, Sunrise GmbH was party to a dispute with Swisscom related to rates for interconnection, unbundled local loop ('ULL'), collocation, rebilling, leased lines and access to duct. On 25 August 2023, Swisscom made a non-prejudicial down payment for the unopposed portion in the amount of CHF 18.8 million (including VAT) of the total recovery. For this part, where the cash payment was received, the gain contingency was concluded as realized and undisputed, respectively. In Q3 2023, a gain contingency in the amount of CHF 17.2 million was recorded in other income.

In November 2023, Sunrise recorded a provision of CHF 29.1 million due to an ice-hockey broadcasting rights penalty issued by the Competition Commission. During the 12-month period ended 31 December 2024 Sunrise settled CHF 29.3 million related to this penalty.

Sunrise is party to certain pending lawsuits and cases with public authorities and complaint boards. Based on a legal assessment of the possible outcome of each of these lawsuits and cases,

management is of the opinion that these will have no significant adverse effect on Sunrise’s statement of financial position.

Under the terms of the financing documents, certain entities of Sunrise are guarantors. For the financial years ending 31 December 2024 and 31 December 2023, the maximum guarantee totals the value of shares and intercompany receivables.

19.INCOME TAXES

Income tax expense

	Year ended December 31
	2024	2023	2022
	CHF in millions
Current income tax expense	(20.6)	(17.3)	(6.5)
Current income tax benefit (expense) of prior periods	(19.2)	1.0	0.2
Deferred income tax benefit	56.5	76.2	57.0
Total income tax benefit	16.7	59.9	50.7

Current and deferred income taxes are recognized by each consolidated entity of Sunrise, regardless of who has the legal liability for settlement or recovery of the tax.

Current tax liabilities

For the period 2023 the current tax liabilities presented in the consolidated financial statements related to the Dutch Sunrise financing companies. The current tax expense generated up until spin-off in 2024 (including the 2023 current tax liability for the Dutch Sunrise financing company) has been presented as being settled with the tax authorities.

The settlement is presented with no cash impact on the consolidated statements of financial position and as such is deemed to have been funded by a capital contribution from Liberty Global B.V. via equity as per spin-off date.

Analysis of income taxes

Sunrise's tax rate reconciliation is based on the domestic tax rate of the main operating company domiciled in Switzerland, with a reconciling item in respect of the tax rates applied by Sunrise companies in other jurisdictions. This tax rate is used because Sunrise’s operational activities are mainly carried out in Switzerland and therefore provides the most meaningful information for the user of the consolidated financial statements.

The use of Sunrise’s weighted average tax rate based on the aggregation of the separate reconciliations of each individual jurisdiction/entity would result in a highly biased and therefore less meaningful expected tax rate due to the volatile results of the Dutch companies.

	Year ended December 31
	2024		2023		2022
	CHF in millions
Income (loss) before income taxes	(378.5)		(372.1)		33.3
Domestic income tax rate	18.3	%	18.4	%	18.4	%
Expected income tax income/(expense)	69.4		68.4		(6.1)
Effect of income taxed at differing tax rates	5.0		(3.7)		(39.8)
Non-deductible items	(18.4)		(9.9)		(1.0)
Non-taxable income	—		0.1		0.9
Effect of changes in recognition of deferred tax assets	(0.6)		3.2		92.3
Adjustments to deferred tax balances arising from tax rate changes	—		0.5		3.3
Adjustments recognized for current and deferred tax of prior periods	(40.3)		1.0		0.3
Other effects	1.6		0.3		0.8
Total income tax benefit	16.7		59.9		50.7

In the current period, Sunrise has reached a settlement with the tax authorities regarding the ongoing tax audit. As a result, Sunrise has recognized current and deferred taxes for prior year taxes in the current period for the financial years 2020 - 2023, resulting in a reconciling item in the tax rate reconciliation. The non-tax-deductible expenses include the current year effect of the settlement.

Deferred tax assets and liabilities

Deferred tax assets and liabilities by origin of the temporary difference:

	December 31, 2024
	Assets	Liabilities
	CHF in millions
Intangible assets	—	135.2
Property, plant and equipment	—	34.2
Unrealized foreign exchange results	26.5	—
Derivatives	—	4.8
Receivables	—	3.9
Right-of-use assets	20.4	—
Deferred revenue	0.1	20.1
Employee benefit obligations	1.4	—
Provisions	8.9	0.3
Lease liabilities	—	1.0
Other	0.1	0.4
Tax net operating loss carry forward	0.4	—
Total	57.8	199.9
Netting of deferred tax assets and liabilities	34.2	(34.1)
Reflected in the consolidated statements of financial position as follows:
Deferred tax assets	23.6	—
Deferred tax liabilities	—	165.8
	December 31, 2023
---	---	---
	Assets	Liabilities
	CHF in millions
Intangible assets	—	195.7
Property, plant and equipment	—	43.5
Unrealized foreign exchange results	—	206.9
Derivatives	—	0.1
Receivables	0.1	—
Right-of-use assets	19.3	—
Deferred revenue	0.1	12.7
Employee benefit obligations	1.4	—
Provisions	3.3	3.7
Lease liabilities	—	0.3
Other	—	0.4
Tax net operating loss carry forward	232.4	—
Total	256.6	463.3
Netting of deferred tax assets and liabilities	256.6	(256.6)
Reflected in the consolidated statements of financial position as follows:
Deferred tax liabilities	—	206.7

Net change in deferred tax assets and liabilities

	2024	2023	2022
	CHF in millions
Opening balance at the beginning of the period January 1	206.7	294.7	351.0
Changes recognized in the consolidated statements of income or loss	(56.6)	(76.2)	(57.0)
Changes recognized in the consolidated statements of comprehensive income or loss	(1.2)	(5.4)	1.8
Changes recognized in the consolidated statements of changes in equity	(7.9)	(8.9)	(1.1)
Change in scope of consolidation / goodwill adjustment	—	3.7
Foreign currency effects	1.2	(1.2)
Closing balance at the end of the period December 31	142.2	206.7	294.7

The change in the deferred tax position is mainly recognized in the consolidated statements of income or loss. The changes via the consolidated statements of comprehensive income or loss mainly relate to deferred taxes in connection with IAS 19. The changes directly recorded in equity are based on capital contributions with different accounting recognition under IFRS and tax base, see Note 20.

Temporary differences associated with investments

Deferred tax liabilities are recognized in respect of investments in subsidiaries, branches and associates, and interest in joint arrangements, except to the extent that Sunrise can control the timing of the reversal of the associated taxable temporary difference, and it is probable that such will not reverse in the foreseeable future. Due to the existing double taxation agreement between Switzerland and the Netherlands, any distributions have no direct tax consequences. Furthermore, dividend income is exempt from direct income taxes in the Netherlands. Therefore, as of 31 December 2024, and 31 December 2023, this exception was not considered to apply to any taxable differences.

Unrecognized deferred tax assets on tax loss carryforwards

As of 31 December 2024 and 31 December 2023 Sunrise has the following unused tax loss carryforwards for which no deferred tax assets are recognized:

	December 31
	2024	2023
	CHF in millions
Due to expire within 1 year	—	—
Due to expire within 2 to 7 years	16.5	—
Due to expire in more than 7 years	—	—
Amount not due to expire	—	109.4
Total	16.5	109.4

CHF 109.4 million remained with LG as per spin-off (as mentioned above).

Unrecognized deferred tax assets on deductible temporary differences

In the current period there are no deductible temporary differences for which no deferred tax asset has been recognized (2023: CHF 967.4 million).

Other disclosures

OECD Pillar Two Model Rules (Global minimum tax)

Sunrise falls under the scope of application of the OECD minimum tax. The global minimum tax regulations provide for payment of an additional tax to account for the difference between the effective Global Anti Base Erosion ('GloBE') tax rate per country and the minimum rate of 15%. Switzerland adopted new legislation introducing the global minimum tax in December 2023 that entered into force on 1 January 2024. Sunrise does not expect the minimum tax to have any impact on its activities in Switzerland, as the effective tax rate is more than 15%. The same applies to the other countries in which Sunrise operates. Sunrise is keeping an eye on developments in the minimum tax regulations and is assessing their impact on Sunrise on an ongoing basis.

Sunrise applies the exception to recognizing and disclosing information about deferred income tax assets and liabilities in connection with income taxes related to minimum tax, as provided in the amendments to IAS 12 published in May 2023.

20.EQUITY

Ordinary share capital

Authorized ordinary share capital consists of 69,759,702 authorized Class A shares with a par value of CHF 0.10, of which 68,858,888 are issued and outstanding as at 31 December 2024 (2023: 194), and 25,977,316 authorized Class B shares with a par value of CHF 0.01.

Treasury shares

After the spin-off, Sunrise acquired 1,000,000 class A common shares for CHF 100,000 from Liberty Global Ltd., with 99,186 of these shares being used to fulfill share-based compensation obligations.

Other reserves

This caption includes capital contributions from / distributions to related parties, share-based compensation related charges and distributions as well as Sunrise's accumulated losses.

During 2022, Sunrise received net capital contributions from Liberty Global Europe Holding BV of CHF 955.8 million. The capital contributions were used to (a) partially repay outstanding principal and interest on the UPCB Finance VII Euro Notes, the UPC Holding 3.875% Senior Notes, the UPC Holding 5.5% Senior Notes, and Facilities AX and AY of the Sunrise Holding Bank Facility and (b) settle associated derivative instruments. The residual amount is mainly related to distributions recognized in connection with the exercise or vesting of stock-based compensation incentive awards.

The capital charges in 2023 include distributions of CHF 50.9 million from a change in a service agreement related to technology and innovation services and a capital contribution of CHF 6.1 million related to the Dutch Sunrise Finco's current tax liability (see Note 19). The residual amount is mainly related to distributions recognized in connection with the exercise or vesting of stock-based compensation incentive awards.

The capital charges in 2024 are mainly related to the reorganization transactions due to the spin-off execution. Sunrise received capital contributions from Liberty Global Europe Holding BV of CHF 1,106.2 million. The capital contributions were used for partial repayment of Sunrise's external debt. Further contributions from LG of 25.1 million related to the Dutch Sunrise Finco's current tax liability (see Note 19). The residual amount is mainly related to distributions recognized in connection with the exercise or vesting of stock-based compensation incentive awards.

Currency translation reserve

The currency translation reserve is used to record cumulative translation differences on the net assets of foreign operations. The cumulative translation differences will be recycled to the consolidated statements of comprehensive income or loss upon disposal of the foreign operations.

Actuarial gains or losses from defined benefit plans

Actuarial gains or losses from defined benefit plans include the pension reserve.

21.EARNINGS PER SHARE

The earnings per share calculation uses the weighted average number of shares in issue during the year. For the weighted average number of shares outstanding in periods prior to spin-off, the share amount distributed at spin-off net of treasury shares was used. The equity awards granted but not yet vested do not impact the diluted earnings per share, as the effect is anti-dilutive for 2024 due to Sunrise's net loss for the financial year. For the years 2023 and 2022 the number of outstanding shares for both the undiluted and diluted EPS are also identical, as Sunrise did not have any outstanding grants in those years.

	Year ended December 31, 2024
	Class A	Class B
Allocation of net income (loss) attributable to Sunrise share classes (in CHF million)	(352.7)	(13.1)
Weighted average number of shares outstanding	69,619,207	25,977,316
Adjusted weighted average of shares outstanding	69,619,207	25,977,316
Basic and diluted earnings (loss) per share (in CHF)	(5.1)	(0.5)
	Year ended December 31, 2023
	Class A	Class B
Allocation of net income (loss) attributable to Sunrise share classes (in CHF million)	(304.8)	(11.3)
Weighted average number of shares outstanding	69,759,702	25,977,316
Adjusted weighted average of shares outstanding	69,759,702	25,977,316
Basic and diluted earnings (loss) per share (in CHF)	(4.4)	(0.4)
	Year ended December 31, 2022
	Class A	Class B
Allocation of net income (loss) attributable to Sunrise share classes (in CHF million)	77.6	2.9
Weighted average number of shares outstanding	69,759,702	25,977,316
Adjusted weighted average of shares outstanding	69,759,702	25,977,316
Basic and diluted earnings (loss) per share (in CHF)	1.1	0.1

The number of shares outstanding is shown in absolute units below, rather than time-weighted units.

	2024
	Class A	Class B
Shares distributed as of spin date	69,759,702	25,977,316
Less treasury shares	(1,000,000)	-
Shares distributed from treasury shares	99,186	-
Shares Outstanding as of December 31	68,858,888	25,977,316

The table below shows all potential ordinary shares, including those equity awards which are excluded from the calculation of the diluted earnings per share due to their anti-dilutive impact. The PSU plans shown below would not be included due to the performance condition not yet being achieved, however they are displayed below to give a holistic overview of potential dilution in the future. The table below shows absolute units, rather than the 2024 time-weighted units.

	2024
PSU plans	421,608
RSU plans	399,399
SAR plans	461,244
Legacy LG RSU plans	1,402,510
Potential ordinary shares of Class A	2,684,761

For LG RSU awards granted before the spin-off, holders of Legacy LG RSU plans will receive Sunrise RSUs at the same ratio per RSU as the distribution of Sunrise Class A common shares to Liberty Global Class A common shareholders during the spin-off. These are referred to as "True-Up Sunrise RSUs" in the F-4 filing.

22.FINANCIAL INCOME AND EXPENSES

	December 31
	2024	2023	2022
	CHF in millions
Finance expenses:
Interest expense	(432.9)	(431.1)	(338.5)
Losses on debt modification and extinguishment	(4.0)	(0.1)	—
Realized and unrealized losses on derivative instruments	—	(524.5)	—
Foreign currency transaction losses	(295.2)	—	—
Gains (losses) due to changes in fair values of certain investments and debt, net	(6.1)	—	—
Other expense, net	(4.4)	(1.5)	(1.7)
Total	(742.6)	(957.2)	(340.2)
Finance income:
Interest income	8.1	3.0	1.5
Realized and unrealized gains on derivative instruments	249.6	—	348.4
Foreign currency transaction gains	—	568.6	2.8
Gains (losses) due to changes in fair values of certain investments and debt, net	—	3.1	104.0
Total	257.7	574.7	456.7

23.BORROWINGS

The CHF equivalents of the components of third-party debt are as follows:

	December 31, 2024			Principal amount
	Weighted average interest rate (%)10	Unused borrowing capacity		December 31		December 31
			2024		2023
		CHF in millions
Sunrise holding bank facility	6.64%	662.0		2,239.0		3,043.3
Sunrise holding SPE notes	4.58%			1,468.8		1,397.1
Sunrise holding senior note	4.80%			629.3		693.3
Vendor financing	3.08%			350.0		310.1
Total third-party debt before deferred financing costs, discounts, premiums and accrued interest	5.48%	662.0		4,687.1		5,443.8

10 Represents the weighted average interest rate in effect at 31 December 2024 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of deferred financing costs, the weighted average interest rate on our aggregate third-party variable- and fixed-rate indebtedness was 3.0% at 31 December 2024. The weighted average interest rate calculation includes principal amounts outstanding associated with all of our secured and unsecured borrowings. For information regarding our derivative instruments, see note 24.

The following table provides a reconciliation of total third-party debt before deferred financing costs, discounts, premiums and accrued interest to total debt including interest and related party debt:

	December 31
	2024	2023
	CHF in millions
Total third-party debt before deferred financing costs, discounts, premiums and accrued interest:	4,687.1	5,443.8
Deferred financing costs, discounts and premiums, net	(10.3)	(18.1)
Total carrying amount of third-party debt	4,676.8	5,425.7
Accrued interest on third-party debt	57.4	60.4
Related party debt (note 26)	—	51.2
Total debt including interest and related party debt	4,734.2	5,537.3
Current portion of debt	407.4	370.5
Non-current portion of debt	4326.8	5166.8

Sunrise holding bank facility

The Sunrise holding bank facility is the senior secured credit facility of certain consolidated entities of Sunrise. The details of Sunrise's borrowings under the Sunrise holding bank facility are summarized in the following tables:

Year ended December 31, 2024
Sunrise Holding Bank facilities	Maturity	Interest rate	Facility amount (in borrowing currency)	Outstanding principal amount	Unused borrowing capacity	Carrying value
			in millions	CHF millions
AT	April 30, 2028	Term SOFR +2.4%	US$700.0	635.4	—	633.8
AU	April 30, 2029	EURIBOR +2.5%	€ 400	375.8	—	374.7
AX	January 31, 2029	Term SOFR +3.0%	US$1,044.7	948.3	—	944.0
AY	January 31, 2029	EURIBOR +3.0%	€ 297.6	279.6	—	278.8
Revolving Facility A	May 31, 2026	EURIBOR +2.5%	€ 10	—	9.4	—
Revolving Facility B	September 30, 2029	EURIBOR +2.5%	€ 720	—	652.6	—
Total				2,239.0	662.0	2,231.2
Year ended December 31, 2023
---	---	---	---	---	---	---
Sunrise Holding Bank Facilities	Maturity	Interest rate	Facility amount (in borrowing currency)	Outstanding principal amount	Unused borrowing capacity	Carrying value
			in millions	CHF millions
AT	April 30, 2028	Term SOFR +2.25%	US$700.0	587.4	—	585.6
AU	April 30, 2029	EURIBOR +2.5%	€ 400.0	371.4	—	370.1
AX	January 31, 2029	Term SOFR +3.0%	US$1,717.0	1,441.0	—	1,432.8
AY	January 31, 2029	EURIBOR +3.0%	€ 693.0	643.5	—	641.0
Revolving Facility A	May 31, 2026	EURIBOR +2.5%	€ 88.0	—	60.4	—
Revolving Facility B	September 30, 2029	EURIBOR +2.5%	€ 660.0	—	612.8	—
Total				3,043.3	673.2	3,029.5

The Sunrise Holding Revolving Facility provides for maximum borrowing capacity of CHF 685.8 million, including CHF 56.4 million under the related ancillary facility. With the exception of CHF 23.8 million of borrowings under the ancillary facility (which are blocked as financial guarantees), the Sunrise Holding Revolving Facility was undrawn at 31 December 2024. During 2023, the Sunrise holding bank facility was amended to replace LIBOR with the Term Secured Overnight Financing Rate ('Term SOFR') as the reference rate for US dollar-denominated loans. The facilities are subject to a floor of 0.0% of their respective reference rate. Besides, facility AY's rates are subject to adjustment based on the achievement or otherwise of certain Environmental, Social and Governance ('ESG') metrics. Unused borrowing capacity represents the maximum availability under the Sunrise holding bank facility at 31 December 2024 without regard to covenant compliance calculations or other conditions. In April 2024, Revolving Facility B was amended to include an ESG-linked margin ratchet. The interest rate on Revolving Facility B is now subject to adjustment based on the achievement or otherwise of certain ESG metrics. Subject to certain customary and agreed exceptions, the Sunrise holding bank facility contains certain restrictions which, among other things, restrict the ability of the borrower to (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets and (iv) make certain restricted payments to Sunrise through dividends, loans or other distributions.

Financing transactions

On 31 October 2024, Sunrise entered into a series of debt and repayment transactions, related to the spin-off (see Note 1).

The transactions included the partial repayment of Term Loans AX and AY at par value. Additionally, selected Senior Secured Notes (SSNs), including USD 5.5%, EUR 3.875%, and USD 4.875% notes, were repurchased at either a discount or a premium, depending on market conditions, and subsequently cancelled. Accrued and unpaid interest on all instruments was settled as of the repayment date.

Sunrise holding SPE notes

From time to time, Sunrise creates special purpose financing entities ('Sunrise Holding SPEs'), some of which are owned by third parties (Third-Party SPEs). These Sunrise Holding SPEs are created for the primary purpose of facilitating the offering of senior secured notes, which Sunrise collectively refers to as "Sunrise holding SPE notes". The Sunrise Holding SPEs use the proceeds from the issuance of the relevant Sunrise holding SPE notes to fund term loan facilities under the Sunrise holding bank facility made available to the relevant borrowing entity ('Funded Facilities'). Sunrise consolidates the Sunrise Holding SPEs and eliminates the amounts outstanding under the Funded Facilities in its consolidated financial statements.

The details of the Sunrise holding SPE notes are summarized in the following tables:

Year ended December 31, 2024
				Outstanding principal amount
Sunrise holding SPE notes	Maturity	Interest rate	Original issue amount	Borrowing currency	CHF equivalent	Carrying value CHF
			in millions
2031 Sunrise holding senior secured notes	July 15, 2031	4.88%	US$1,250.0	US$1,230.0	1,116.6	1,115.9
UPCB finance VII euro notes	June 15, 2029	3.63%	€ 600.0	€ 374.9	352.2	351.3
Total					1,468.8	1,467.2
Year ended December 31, 2023
---	---	---	---	---	---	---
				Outstanding principal amount
Sunrise holding SPE notes	Maturity	Interest rate	Original issue amount	Borrowing currency	CHF equivalent	Carrying value CHF
			in millions
2031 Sunrise holding senior secured notes	July 15, 2031	4.88%	US$1,250.0	US$1,250.0	1,049.0	1,048.0
UPCB finance VII euro notes	June 15, 2029	3.63%	€ 600.0	€ 374.9	348.1	346.8
Total senior secured notes					1,397.1	1,394.8

The Sunrise holding SPE notes are non-callable prior to their respective call date (as specified under the applicable indenture). If, however, at any time prior to the applicable call date, all or a portion of the loans under the related Funded Facility are voluntarily prepaid (an 'SPE Early Redemption Event'), then the Sunrise Holding SPE will be required to redeem an aggregate principal amount of its respective Sunrise holding SPE notes equal to the aggregate principal amount of the loans prepaid under the relevant Funded Facility. In general, the redemption price payable will equal 100% of the principal amount of the applicable Sunrise holding SPE notes to be redeemed and a "make-whole" premium, which is the present value of all remaining scheduled interest payments to the applicable call date using the discount rate as of the redemption date plus a premium (as specified in the applicable indenture).

Upon the occurrence of an SPE Early Redemption Event on or after the applicable call date, the Sunrise Holding SPE will redeem an aggregate principal amount of its respective Sunrise holding SPE notes equal to the principal amount prepaid under the related Funded Facility at a redemption price (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date.

Sunrise holding senior notes

Sunrise has issued certain senior notes that rank equally with all of the existing senior debt of such issuer and are senior to all existing subordinated debt of such issuer and which are secured by a pledge over the shares of Sunrise HoldCo IV. In addition, the indentures governing Sunrise's senior notes contain customary incurrence-based covenants such as compliance with certain consolidated net leverage ratios, as well as restrictions with regard to the ability to sell certain assets. Also,in the case of a change of control, Sunrise must repurchase the relevant notes at a redemption price of 101%. Covenants are tested on a quarterly basis.

The details of the Sunrise holding senior notes are summarized in the following tables:

Year ended December 31, 2024
				Outstanding principal amount
Sunrise Notes	Maturity	Interest rate	Original issue amount	Borrowing currency	CHF equivalent	Carrying value CHF
			in millions
3.875% senior notes	June 15, 2029	3.88%	€ 635.00	€ 287.9	270.4	269.9
5.50% senior notes	January 14, 2028	5.50%	US$550.0	US$395.3	358.9	358.1
Total					629.3	628.0
Year ended December 31, 2023
---	---	---	---	---	---	---
				Outstanding principal amount
Sunrise holding senior notes	Maturity	Interest rate	Original issue amount	Borrowing currency	CHF equivalent	Carrying value CHF
			in millions
3.875% senior notes	June 15, 2029	3.875%	€ 635.0	€ 337.9	313.7	312.8
5.50% senior notes	January 14, 2028	5.500%	US$550.0	US$452.3	379.6	378.5
Total					693.3	691.3

Vendor financing

Represents amounts owed to various creditors pursuant to interest-bearing vendor financing arrangements that are used to finance certain of Sunrise's property and equipment additions and operating expenses. These arrangements extend Sunrise's repayment terms beyond a vendor’s original due dates (e.g., extension beyond a vendor’s customary payment terms, which are generally 90 days or less) and as such are classified outside of accounts payable as debt on Sunrise's consolidated statement of financial position. These obligations are generally due within one year and include VAT that was also financed under these arrangements. For the purposes of Sunrise's consolidated financial statements of cash flows, operating-related expenses financed by an intermediary are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor as there is no actual cash outflow until Sunrise pays the financing intermediary.

24. FINANCIAL INSTRUMENTS & RISK

Financial risk management

Sunrise operates a centralized risk management system that distinguishes between strategic and operating risks. Sunrise's overall risk management programme focuses on the unpredictability of financial market risks and seeks to minimize potential adverse effects on Sunrise's financial condition or performance. All identified risks are quantified (according to their realization probability and impact) and noted on a risk schedule.

Sunrise is exposed to a variety of financial risks, namely market risk, credit risk and liquidity risk. Financial risk management is governed by policies approved by key management personnel. These policies provide guidelines for overall risk management as well as specific areas such as interest rate risk.

Foreign currency exposures

Substantially all of Sunrise's debt is in currencies other than the Swiss franc (see Note 22 for additional information). Therefore, Sunrise's policy is to provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency.

The following table shows the impact of a possible change in the Euro and the US dollar against the Swiss franc, all other variables held constant before the impact of economic hedging against foreign currency exchange rate movements. The impact on Sunrise's profit before tax is mainly driven by foreign exchange gains/losses of Euro- and US dollar- denominated cash and cash equivalents, trade and other receivables as well as trade, borrowing and other payables. As of 31 December 2024 and 31 December 2023, Sunrise has no other material exposure to foreign currencies.

Foreign currency sensitivity

		December 31
		Effect on profit before tax
	Changes in %	2024	2023
		CHF in millions
EUR/CHF	10	177.4	279.1
USD/CHF	10	380.4	477.8

Interest rate risk

Sunrise is exposed to changes in interest rates primarily as a result of its borrowing activities, which include fixed-rate and variable-rate borrowings by its subsidiaries.

Sunrise's interest rate risk mainly arises from borrowings primarily under the Sunrise Holding Bank Facility, which are indexed to EURIBOR, Secured Overnight Financing Rate ('SOFR'), Term Secured Overnight Financing Rate ('Term SOFR'), Swiss Average Rate Overnight ('SARON') or other base rates.

In general, Sunrise enters into derivative instruments to protect against increases in the interest rates on variable-rate debt. An instantaneous increase/decrease in the relevant base rate of 10 basis points would have increased/decreased the aggregate fair value of Sunrise's interest rate derivatives by approximately CHF 13.0 million (2023: CHF 20.5 million). Such a movement would be predominantly offset by gains or losses on interest expense.

Capital management and liquidity risk

Sunrise's objectives in managing capital are to secure its ongoing financial needs, to continue as a going concern, to meet its financial targets, to provide returns to its shareholder and to maintain a cost efficient and risk-optimized capital structure.

Sunrise's managed capital structure consists of equity (as disclosed in Note 20), current and non-current borrowings (see Note 23) less cash and cash equivalents.

In order to maintain this capital structure, Sunrise manages its liquidity to ensure its ability to service its borrowings.

Liquidity risk arises when there is difficulty in Sunrise meeting its financial obligations. In addition to cash and cash equivalents, the primary sources of liquidity are cash provided by operations and access to the available borrowing capacity of various debt facilities.

Sunrise uses budgeting and cash flow forecasting tools to ensure that there are sufficient resources to meet its liquidity requirements on a timely basis. Further, Sunrise also maintains a liquidity reserve to provide for unanticipated cash outflows. Cash flow forecasting is performed by the Sunrise treasury function. Rolling forecasts of Sunrise's liquidity requirements are established on a regular basis to ensure sufficient cash is available to meet operational needs and to honour Sunrise's obligations

under its financing arrangements, including the maintenance of borrowing limits and covenant compliance.

The table below summarizes the maturity profile of Sunrise's financial liabilities based on contractual undiscounted cash outflows (inflows). All interest payments and repayments of financial liabilities are based on contractual agreements. Interest payments are determined using zero-coupon rates. For floating rate instruments, the calculation is computed using the base rate and applicable margin prevailing as of 31 December 2024.

	December 31, 2024
	<1 year	Between 1 and 2 years	Between 2 and 5 years	Over 5 years	Total
	CHF in millions
Trade payables and other payables	741.7	14.7	15.0	15.0	786.4
Borrowings – notional	—	—	3,220.6	1,116.5	4,337.1
Borrowings – interest	246.1	484.2	360.8	54.4	1,145.5
Lease liabilities (undiscounted)	164.1	152.0	425.3	925.7	1,667.1
Derivatives	175.7	127.7	9.2	—	312.6

Undrawn borrowing facilities

As part of the senior facilities agreement Sunrise benefits from a multi-currency revolving credit facility with a total commitment equal to CHF 685.8 million (2023: CHF 694.6 million). Of this amount CHF 56.4 million (2023: CHF 21.4 million) is available as an ancillary facility. With the exception of CHF 23.8 million (2023: CHF 21.4 million) of borrowings under the ancillary facility (which are blocked as financial guarantees), the UPC Revolving Facility was undrawn at each financial year end.

Credit risk

Credit risk arising from supplying telecommunications services is managed by assessing the credit quality of the customer, considering its financial position, past experience, payment history and other factors. Sunrise periodically assesses the financial reliability of its customers and their credit limits.

Sunrise is exposed to the risk that the counterparties to their derivative instruments and cash holdings will default on their obligations. In this regard, credit risk associated with derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions. Collateral is generally not posted by either party under the derivative instruments.

Concentrations of credit risk with respect to trade receivables and contract assets are limited due to the nature of Sunrise's business with very low customer concentration.

At 31 December 2024, Sunrise’s exposure to counterparty credit risk included (i) derivative assets with an aggregate fair value of CHF 0.19 million, (ii) trade receivables of CHF 387.3 million and (iii) cash and cash equivalents and restricted cash of CHF 352.4 million.

Allowance for expected credit losses

The development of the allowance for expected credit losses of trade receivables for the indicated periods is set forth below:

	2024	2023
	CHF in millions
Allowance at January 1	(30.6)	(22.2)
Provisions for impairment of trade receivables	(30.8)	(15.6)
Write-off of receivables	29.5	7.2
Allowance at December 31	(31.9)	(30.6)

The detailed aging of Sunrise's trade receivables and the related allowance for expected credit losses is set forth below:

December 31, 2024<br>CHF in millions	Current <br>(not due)		1-30 days (overdue)		31-60 days<br>(overdue)		61-90 days<br>(overdue)		91-120 days<br>(overdue)		121-365 days<br>(overdue)		Over 365 days<br>(overdue)		Total
Trade receivables gross	153.8		100.9		15.7		12.7		6.2		38.2		—		327.5
Trade receivable gross - Aging %	47.0	%	30.8	%	4.8	%	3.9	%	1.9	%	11.7	%	—	%	100.0	%
Trade receivables - affiliates															0.2
Allowance for doubtful accounts	(1.0)		(0.9)		(2.4)		(1.8)		(1.7)		(24.1)		—		(31.9)
Allowance for doubtful accounts - Aging %	3.1	%	2.8	%	7.6	%	5.6	%	5.3	%	75.6	%	—	%	100.0	%
Trade receivables - Provision %	0.6	%	0.9	%	15.4	%	14.2	%	27.3	%	63.1	%	—	%	9.7	%
Unbilled revenue															57.2
Current trade receivables, net															353.0
Non-current trade receivables gross	34.3												—		34.3
Non-current trade receivables gross - Aging %	100.0	%	—	%	—	%	—	%	—	%	—	%	—	%	100.0	%
Non-current trade receivables, net															34.3
December 31, 2023<br>CHF in millions	Current <br>(not due)		1-30 days (overdue)				31-60 days<br>(overdue)				61-90 days<br>(overdue)				91-120 days<br>(overdue)				121-365 days<br>(overdue)				Over 365 days<br>(overdue)		Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Trade receivables gross	227.2		42.2				22.4				10.1				9.7				66.4				—		378.0
Trade receivable gross - Aging %	60.1	%	11.2	%			5.9	%			2.7	%			2.6	%			17.6	%			—	%	100.0	%
Trade receivables - affiliates																									(0.1)
Allowance for doubtful accounts	(0.8)		(0.6)				(2.1)				(1.4)				(1.1)				(24.6)				—		(30.6)
Allowance for doubtful accounts - Aging %	2.5	%	1.8	%			6.9	%			4.4	%			3.5	%			80.8	%			—	%	100.0	%
Trade receivables - Provision %	0.3	%	1.3	%			9.4	%			13.4	%			11.0	%			37.2	%			—	%	8.1	%
Unbilled revenue																									43.6
Current trade receivables, net																									390.9
Non-current trade receivables gross	44.0		—				—				—				—				—				—		44.0
Non-current trade receivables gross - Aging %	100.0	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%	—	%	100.0	%
Non-current trade receivables, net																									44.0

Trade receivables are non-interest bearing and are generally collected within one year.

When a trade receivable is determined to be uncollectible, it is written off against the allowance account. The allowance for expected credit losses of trade receivables is included within other operating items in the consolidated statements of income or loss.

Fair value estimation

The fair value of Sunrise's debt instruments are generally determined using the average of applicable bid and ask prices. The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where available and rely as little as possible on entity-specific estimates. If all significant inputs required to calculate the fair value of an instrument are observable, the instrument is included in Level 2.

For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, Sunrise determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. There were no transfers between the different hierarchy levels in 2024 and 2023.

The fair values of financial assets and financial liabilities are summarized in the following table. Not included therein are certain financial assets and liabilities whose carrying amount corresponds to a reasonable estimation of their fair value, measured at amortized cost. These include cash and cash equivalents, trade receivables, accrued liabilities, lease liabilities and trade payables, as well as other receivables and liabilities whose carrying amount corresponds to a reasonable estimation of their fair value.

		December 31, 2024		December 31, 2023
	Fair value level	Carrying amount	Fair value	Carrying amount	Fair value
Current assets carried at FVTPL
Derivative financial instruments	II	162.5	162.5	237.0	237.0
Non-current assets carried at FVTPL
Derivative financial instruments	II	5.1	5.1	90.6	90.6
Non-current assets carried at amortized cost
Related party long-term receivables	II	—	—	202.5	202.5
Total financial assets		167.6	167.6	530.1	530.1
Current liabilities carried at FVTPL
Derivative financial instruments	II	179.3	179.3	179.7	179.7
Current liabilities carried at amortized cost
Vendor financing	II	350.0	350.0	310.1	310.1
Accrued interest	II	57.4	57.4	60.4	60.4
Non-current liabilities carried at FVTPL
Derivative financial instruments	II	421.1	421.1	755.1	755.1
Non-current liabilities carried at amortized cost
Third-party debt	I	4,326.8	4,085.8	5,115.6	4,944.4
Related party long-term payables	II	—	—	51.2	51.2
Total financial liabilities		5,334.6	5,093.6	6,472.1	6,300.9

Reconciliation of movements in liabilities to cash flows from financing activities

	Debt and accrued interest	Derivative (assets)/liabilities	Lease liabilities	Total
	CHF in millions
Balance as of January 1, 2024	5,537.3	607.3	1,257.6	7,402.2
Cash flows from financing activities:
Interest paid	(359.2)	—	(61.0)	(420.2)
Vendor financing additions	363.4	—	—	363.4
Repayments of debt and lease liabilities	(1,064.7)	—	(114.4)	(1,179.1)
Principal payments on operating-related vendor financing	(327.9)	—	—	(327.9)
Principal payments on capital-related vendor financing	(49.1)	—	—	(49.1)
Net cash received related to derivative instruments	—	52.3	—	52.3
Total cash flows from financing activities	(1,437.5)	52.3	(175.4)	(1,560.6)
Losses on debt extinguishment	3.9	—	—	3.9
Realized and unrealized (gains) losses on derivative instruments, net	—	(249.6)	—	(249.6)
Interest accruals	358.2	—	69.8	428.0
Assets acquired under leases	—	—	126.3	126.3
Assets acquired under capital-related vendor financing arrangements, including VAT	52.1	—	—	52.1
Effect of changes in foreign exchange rates	271.8	15.6	—	287.4
Other related party charges	(51.8)	—	—	(51.8)
Other changes	0.2	7.3	(59.0)	(51.5)
Balance as of December 31, 2024	4,734.2	432.9	1,219.3	6,386.4
	Debt and accrued interest	Derivative (assets)/liabilities	Lease liabilities	Total
---	---	---	---	---
	CHF in millions
Balance as of January 1, 2023	5,942.1	(15.5)	1,347.9	7,274.5
Cash flows from financing activities:
Interest paid	(364.1)	—	(58.4)	(422.5)
Vendor financing additions	271.2	—	—	271.2
Repayments of debt and lease liabilities	—	—	(107.6)	(107.6)
Principal payments on operating-related vendor financing	(171.8)	—	—	(171.8)
Principal payments on capital-related vendor financing	(124.8)	—	—	(124.8)
Payment of financing costs and debt premiums	0.1	—	—	0.1
Net cash received related to derivative instruments	—	117.1	—	117.1
Total cash flows from financing activities	(389.4)	117.1	(166.0)	(438.3)
Realized and unrealized (gains) losses on derivative instruments, net	—	524.4	—	524.4
Interest accruals	358.7	—	67.9	426.6
Assets acquired under leases	—	—	56.2	56.2
Assets acquired under capital-related vendor financing arrangements, including VAT	77.6	—	—	77.6
Effect of changes in foreign exchange rates	(453.4)	(13.3)	—	(466.7)
Other related party charges	1.7	—	—	1.7
Other changes	0.1	(5.4)	(48.4)	(53.7)
Balance as of December 31, 2023	5,537.3	607.3	1,257.6	7,402.2
	Debt and accrued interest	Derivative (assets)/liabilities	Lease liabilities	Total
---	---	---	---	---
	CHF in millions
Balance as of January 1, 2022	6,882.3	304.0	1,120.1	8,306.4
Cash flows from financing activities:
Interest paid	(267.6)	—	(61.6)	(329.2)
Vendor financing additions	148.2	—	—	148.2
Repayments of debt and lease liabilities	(899.4)	—	(112.4)	(1,011.8)
Principal payments on operating-related vendor financing	(198.2)	—	—	(198.2)
Principal payments on capital-related vendor financing	(86.3)	—	—	(86.3)
Payment of financing costs and debt premiums	(26.3)	—	—	(26.3)
Net cash received related to derivative instruments	—	(4.9)	—	(4.9)
Related-party payments	(149.2)	—	—	(149.2)
Total cash flows from financing activities	(1,478.8)	(4.9)	(174.0)	(1,657.7)
Losses on debt extinguishment	(2.8)	—	—	(2.8)
Realized and unrealized (gains) losses on derivative instruments, net	—	(348.4)	—	(348.4)
Interest accruals	272.8	—	65.3	338.1
Assets acquired under leases	—	—	343.9	343.9
Assets acquired under capital-related vendor financing arrangements, including VAT	117.5	—	—	117.5
Effect of changes in foreign exchange rates	(47.8)	(1.2)	—	(49.0)
Other related party charges	205.7	—	—	205.7
Other changes	(6.8)	35.0	(7.4)	20.8
Balance as of December 31, 2022	5,942.1	(15.5)	1,347.9	7,274.5

25.INVESTMENTS

The details of investments accounted for using the equity method are set forth below:

	December 31
	2024	2023
	CHF in millions
Balance at 1 January	52.5	55.9
Additions	0.6	0.0
Share of net results	1.3	(0.3)
Dividends	(3.0)	(3.1)
Other	(3.0)	—
Balance at 31 December	48.4	52.5

26.RELATED-PARTY TRANSACTIONS

The following table provides details of related-party transactions:

	December 31
	2024		2023	2022
	CHF in millions
Credits (charges) included in:
Revenue	3.1		4.6	2.9
Direct costs	(3.8)		(2.3)	(5.6)
Personnel expenses	(15.9)		(18.6)	(23.0)
Other operating expenses	(116.9)		(118.1)	(183.3)
Included in operating income (loss)	(133.5)	—	(134.4)	(209.0)
Finance expense	(1.5)		(1.7)	—
Finance income	3.0		2.1	1.1
Included in net income (loss)	(132.0)		(134.0)	(207.9)
Property and equipment transfers in, net	11.3		23.7	4.9

Prior to the spin-off, the Sunrise's business was a segment of Liberty Global such that transactions with Liberty Global were considered related-party transactions. Sunrise will remain a strategic partnership and entered into a separation and distribution agreement as well as various other agreements governing relationships with Liberty Global going forward, including technology and IT services, financial services, shared services, and a variety of transitional management services to drive operational efficiency and value maximization. Information included in this Note with respect to Liberty Global is strictly limited to related-party transactions with Liberty Global prior to the spin-off on 8 November 2024.

Sunrise charges fees and allocates costs and expenses to certain other LG subsidiaries and vice versa, as further described below.

Although we believe that the related-party charges and allocations described below are reasonable, no assurance can be given that the related-party costs and expenses reflected in our consolidated statements of operations are reflective of the costs that we would incur on a standalone basis.

Revenue

Amounts primarily relate to interconnect services provided to certain subsidiaries of LG, for which the amount of the charges or allocations are based upon commercially negotiated rates.

Direct costs

Amounts primarily relate to certain cash settled charges from other LG subsidiaries and affiliates to Sunrise for programming-related and interconnect services, which are allocated based on commercially negotiated rates.

Personnel expenses

Amounts are allocated to Sunrise by other LG subsidiaries and represent share-based compensation expenses associated with the LG share-based incentive awards held by certain employees of Sunrise, which are allocated based on Sunrise’s share of costs without any additional mark-ups.

Other operating expenses

Amounts primarily include charges from other LG subsidiaries for network and software-related services, maintenance, hosting and other items, which are allocated to Sunrise’s share of costs with or without any additional mark-ups depending on the services provided.

Additionally, Sunrise receives services from LG’s corporate departments under the terms of a general service agreement. These services are allocated from LG to Sunrise based on Sunrise’s share of costs with an additional mark-up.

Interest expense

Amounts primarily relate to interest accrued on a related-party loan with a subsidiary of Liberty Global. Interest expense is accrued and included in other non-current liabilities during the year, and then added to the related-party loan balance at the end of the year.

Interest income

Amounts primarily include interest accrued on a related-party loan with a subsidiary of LG. Interest income is accrued and included in long-term interest receivable during the year, and then added to the receivable balance at the beginning of the following year.

Property and equipment additions, net

These amounts, which are generally cash settled, include the net carrying values of (i) construction in progress, including certain capitalized labor, transferred to or acquired from other LG subsidiaries, (ii) CPE acquired from other LG subsidiaries outside of Sunrise, which centrally procure equipment on behalf of Sunrise and various other LG subsidiaries, (iii) the value of certain internally developed software technology acquired from other LG subsidiaries and (iv) used CPE and network-related equipment acquired from or transferred to other LG subsidiaries outside of Sunrise.

The following table provides details of Sunrise's related-party balances:

	December 31
	2024	2023
	CHF in millions
Current receivables (a)	1.8	6.1
Long-term note receivables	—	202.5
	1.8	208.6
Accounts payable	0.3	14.5
Accrued other liabilities	20.4	38.8
Non-current related party loan	—	51.2
Other non-current liabilities	0.1	1.8
	20.8	106.3

(a) These receivables are non-interest bearing, may be cash or loan settled and are included within trade receivables, net and other current assets.

The settlement of the long-term note receivables and the non-current related-party loan, together with other spin-off related transactions and cash-flows led to a net cash flow in the amount of CHF 112.7 million as disclosed in the consolidated statements of cash flows.

27.BUSINESS COMBINATIONS

On 13 January 2023, Sunrise acquired all outstanding shares of the telco business of the Elektra Baselland Telecom ('EBLT') cooperative.

	Fair value recognized on acquisition (CHF in millions)
Assets:
Cash and cash equivalents	5.2
Accounts receivable	3.6
Other receivables	0.6
Inventories	0.1
Accrued income	0.3
Property, plant and equipment	73.7
Intangible assets	8.1
	91.6
Liabilities:
Accounts payable	(2.6)
Other current liabilities	(0.9)
Accrued liabilities	(0.7)
Deferred tax liabilities	(3.5)
	(7.7)
Total identifiable net assets at fair value	83.9
Goodwill arising on acquisition	6.4
Total consideration transferred	90.3
Cash acquired with the subsidiary	(5.2)
Net cash paid for acquisition	85.1

Since the date of acquisition, EBLT has been fully integrated and therefore contributed to the continuing operations of Sunrise.

28.SUBSIDIARIES AND ASSOCIATES

The following table lists the principal legal entities which are included in the consolidated financial statements:

Company name	Operating purpose	Registered office	Currency	December 31, 2024 capital and voting rights share in %	December 31, 2023 capital and voting rights share in %
CH Media TV AG 3	Media	Switzerland	CHF	20.00	20.00
ello communications S.A.	Telecommunications	Switzerland	CHF	60.00	60.00
ITV Betriebsgesellschaft GmbH 3	Telecommunications	Switzerland	CHF	50.00	50.00
Naxoo S.A 3	Telecommunications	Switzerland	CHF	48.90	48.90
REGIONALE GEMEINSCHAFTS-ANTENNEN-ANLAGE SPIEZ AG REGAS 3	Telecommunications	Switzerland	CHF	30.00	30.00
Sitel S.A.	Telecommunications	Switzerland	CHF	66.70	66.70
Sunrise Financing Partnership	Holding	United States	CHF	100.00	100.00
Sunrise FinCo I B.V.	Holding	Netherlands	CHF	100.00	100.00
Sunrise FinCo II B.V.	Holding	Netherlands	CHF	100.00	100.00
Sunrise GmbH	Telecommunications	Switzerland	CHF	100.00	100.00
Sunrise HoldCo I B.V.	Holding	Netherlands	CHF	100.00	100.00
Sunrise HoldCo II B.V.	Holding	Netherlands	CHF	100.00	100.00
Sunrise HoldCo III B.V.	Holding	Netherlands	CHF	100.00	100.00
Sunrise HoldCo IV B.V. 1	Holding	Netherlands	CHF	100.00	100.00
Sunrise HoldCo V B.V.	Holding	Netherlands	CHF	100.00	—
Sunrise HoldCo VI B.V. 2	Holding	Netherlands	CHF	100.00	—
Sunrise Portugal S.A.	Telecommunications	Portugal	CHF	100.00	100.00
Swiss Open Fiber AG	Telecommunications	Switzerland	CHF	100.00	100.00
Swiss-Ski Store GmbH 3	Other	Switzerland	CHF	50.00	—
TELDAS GmbH 3	Telecommunications	Switzerland	CHF	23.00	23.00
Télédistal S.A.	Telecommunications	Switzerland	CHF	38.90	38.90
Télévaux S.A.	Telecommunications	Switzerland	CHF	80.00	80.00
UPCB Finance VII Limited 4	Holding	Cayman Islands	CHF	—	—

1) In 2023, Sunrise HoldCo IV B.V. was directly held by Sunrise HoldCo V B.V. (former Liberty Global Europe Financing B.V.).All other entities were indirect subsidiaries of Sunrise HoldCo V B.V. (former Liberty Global Europe Financing B.V).

2) In 2024, following the spin-off, Sunrise HoldCo VI B.V. is directly held. All other entities are indirect subsidiaries of Sunrise Communications AG.3) Investment is accounted for using the equity method.4) As of 31 December 2024, no shares are held, but the entity is controlled by Sunrise.

29.EVENTS AFTER THE BALANCE SHEET DATE

On 4 February 2025 Sunrise has announced the issuance of a new USD 1,300 million term loan facility under the terms of the Additional Facility AAA Accession Agreement to Sunrise Financing Partnership, issued at 99.75% of par. The facility AAA will bear interest at a rate of 2.50% (the Original Margin) per annum and be due on 31 January 2032. The full proceeds of the issuance will be used to refinance the existing USD Term Loan B due 2029 (Bank Facility AX) and partially refinance existing EUR Term Loan B (Bank Facility AY) due 2029.

The Original Margin depends on meeting the conditions and targets in Sunrise’s Sustainability Report and ESG Certificate. These must be shared with the Facility Agent from the financial year ending 31 December 2026 to 31 December 2031. Please refer to Exhibit 4.8 Additional Facility AAA Accession Agreement for detailed information on the terms.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Sunrise Communications AG:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Sunrise Communications AG and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income or loss, comprehensive income or loss, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with International Financial Reporting Standards (IFRS) Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over residential customers and business customers & wholesale revenues

As discussed in Note 6 to the consolidated financial statements, the Company recorded CHF 2,173.1 million and CHF 830.3 million of residential customers and business customers & wholesale revenues, respectively, for the year ended December 31, 2024. The processing and recording of residential and business customers & wholesale revenues are reliant upon multiple information technology (IT) systems.

We identified the evaluation of the sufficiency of audit evidence over residential customers and business customers & wholesale revenues as a critical audit matter. Subjective auditor judgment was required in evaluating the sufficiency of audit evidence over residential customers and business customers & wholesale revenues due to the large volume of data and the number and complexity of the revenue accounting systems. Specialized skills and knowledge were needed to test the IT systems used for the processing and recording of residential customers and business customers & wholesale revenues.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over the processing and recording of residential customers and business customers & wholesale revenues, including the IT systems tested. We evaluated the design and tested the operating effectiveness of certain internal controls related to the processing and recording of residential customers and business customers & wholesale revenues. This included manual and automated controls over the IT systems used for the processing and recording of residential customers and business customers & wholesale revenues. For a sample of transactions, we compared the amount of revenue recorded to a combination of Company internal data, executed contracts, and other relevant third-party data. In addition, we involved IT professionals with specialized skills and knowledge who assisted in the design and performance of procedures related to certain IT systems used by the Company for the processing and recording of residential customers and business customers & wholesale revenues. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature and extent of such evidence.

/s/ KPMG AG

We have served as the Company’s auditor since 2007.

Zurich, Switzerland February 27, 2025

Item 19. Exhibits

a. Annual Report

The following pages from our Annual Report 2024 (see exhibit 15.1) are incorporated by reference into this Annual Report on Form 20-F.

		Page(s) in Annual Report
	Operational & Financial Review
Introduction - Switzerland’s Leading Challenger—History		12
Introduction - Switzerland’s Leading Challenger		12-14
Introduction - Switzerland’s Leading Challenger—Strategy		14-15
Introduction - Switzerland’s Leading Challenger—Product and Services		16-22
Introduction - Switzerland’s Leading Challenger—Network		22-23
Introduction - Switzerland’s Leading Challenger—Regulatory environment		23-25
Financial Review—Comparability of future results		28
Financial Review—Factors affecting Sunrise performance		28-30
Financial Review—Summary financial information and operating data		30-35
Financial Review—Results of operations		35-47
Liquidity and capital resources		48-50
Quantitative and qualitative disclosures about market risk		50-51
	Corporate Governance
Group Structure and Shareholders		128-129
Board—Members of the board		134-138
Board—Internal Organizational Structure		138-142
Board—Rules in the Articles regarding the number of permitted mandates outside the Company		138
Members of the board—Elections and terms of office		138-139
Board—Committees		139-142
Board—Working methods of the Board		142-143
Board—Basic principles regarding the definition of the areas of responsibility between the Board and the Executive Committee		143-144
Board—Information and control instruments vis-à-vis the Executive Committee		144-146
Executive Committee		146-150
Compensation, Shareholdings and Loans		150
Compensation, Shareholdings and Loans—Disclosure of rules in the Articles regarding compensation of the Board and of the Executive Committee		150
Executive Committee—Other activities and vested interests		150

b. Exhibits

		Incorporated by Reference
Exhibit	Description	Schedule/Form	File Number	Section/ Exhibit	File Date
1.1	Articles of Association of Sunrise	6-K	001-42394	99.2	November 8, 2024
1.2*	Organizationalexhibit12-sunrisecommunica.htmRegulations ofSunrise Communications AG, effective November 8,2024
2.1	Form of ADS Deposit Agreement among Sunrise, JPMorgan Chase Bank, N.A. as the depositary and holders of Sunrise Class A ADSs	F-6	333-282183	99.A	September 17, 2024
2.2	Form of American Depositary Receipt – Sunrise Class A ADSs (included in Exhibit 2.1)
2.3	Form of ADS Deposit Agreement among Sunrise, JPMorgan Chase Bank, N.A. as the depositary and holders of Sunrise Class B ADSs	F-6	333-282183	99.A	September 17, 2024
2.4	Form of American Depositary Receipt – Sunrise Class B ADSs (included in Exhibit 2.3)
2.5*	Description ofSecuritiesof the Registrant
4.1	Supplemental Deed dated April 12,2024and entered into between, among others, Sunrise HoldCo III B.V., as obligors’ agent, and The Bank of Nova Scotia, as facility agent and security agent, and, attached, as a schedule thereto, a copy of the Amended Senior Facilities Agreement dated April 12,2024between, among others, Sunrise HoldCo III B.V., as borrower, and The Bank of Nova Scotia, as facility agent and security agent	F-4	333-281772	4.5	August 26, 2024
4.2	Additional Facility AQ Accession Agreement dated June 21, 2017 and entered into between, among others, UPC Financing and UPC Broadband Holding as borrowers and The Bank of Nova Scotia as Facility Agent and Security Agent and the financial institutions listed therein as Additional Facility AQ Lenders under the UPC Broadband Holding Bank Facility	F-4	333-281772	4.6	August 26, 2024
4.3	Additional Facility AT Accession Agreement dated January 31, 2020 and entered into between, among others, UPC Financing Partnership as the Borrower and The Bank of Nova Scotia as the Facility Agent	F-4	333-281772	4.7	August 26, 2024
4.4	Additional Facility AU Accession Agreement dated January 31, 2020 and entered into between, among others, UPC Broadband Holding B.V. as the Borrower and The Bank of Nova Scotia as the Facility Agent	F-4	333-281772	4.8	August 26, 2024
4.5	Additional Facility AX Accession Agreement dated April 20, 2021 and entered into between, among others, UPC Financing Partnership, as the borrower, and The Bank of Nova Scotia, as the facility agent	F-4	333-281772	4.9	August 26, 2024
4.6	Additional Facility AY Accession Agreement dated April 21, 2021 and entered into between, among others, UPC Broadband Holding B.V. as the Borrower and The Bank of Nova Scotia as the Facility Agent	F-4	333-281772	4.10	August 26, 2024
4.7	Additional Facility AZ Accession Agreement dated April 21, 2021 and entered into between, among others, UPC Broadband Holding B.V., as the company, UPC Financing Partnership, as the borrower, The Bank of Nova Scotia, as the facility agent, and UPC Broadband Finco B.V., as the additional facility AZ lender	F-4	333-281772	4.11	August 26, 2024
---	---	---	---	---	---
4.8*	Additional Facility AAAAccession Agreement datedJanuary 31, 2025and entered into between, among others,Sunrise HoldCo III B.V., as the company,Sunrise Financing Partnership, as the borrower, The Bank of Nova Scotia, as the facility agent,security agent andthe additional facility AAAlender
4.9	Master Separation Agreement	F-4	333-281772	10.1	September 18, 2024
4.10	Tax Separation Agreement	F-4	333-281772	10.2	September 18, 2024
4.11*†	AmendmentAgreement #2,between Liberty Global Technology Services B.V. and SunriseGmbH,relating to theTechnology Master Services Agreement, dated November 8, 2024
4.12†	Master Agreement for the Rendering of Services dated July 19, 2017 and entered into between Swiss Towers AG andSunrise Communications AG	F-4	333-281772	10.4	August 26, 2024
4.13	Amendment to the Master Services Agreement dated December 19, 2018 and entered into between Swiss Towers AG andhttps://www.sec.gov/Archives/edgar/data/2021938/000119312524206325/d805815dex105.htmSunrise Communications AG	F-4	333-281772	10.5	August 26, 2024
4.14	Amendment to the Master Services Agreement and the Built-to-Suit Agreement dated March 16 2021, and entered into between Swiss Towers AG andSunrise Communications AG	F-4	333-281772	10.6	August 26, 2024
4.15	Amendment to the Master Services Agreement dated May 20, 2021 and entered into between Swiss Towers AG and Sunrise UPC GmbH	F-4	333-281772	10.7	August 26, 2024
4.16	Amendment to the Master Services Agreement dated April 26, 2022 and entered into between Swiss Towers AG and Sunrise UPC GmbH	F-4	333-281772	10.8	August 26, 2024
4.17†	Settlement Agreement dated August 31, 2023 and entered into between Swiss Towers AG and Sunrise GmbH	F-4	333-281772	10.9	August 26, 2024
4.18	Sunrise Transitional Share Adjustment Plan	F-4	333-281772	10.10	August 26, 2024
8.1*	List of Subsidiaries
11.1*	Sunrise Communications AGInsider Trading Policy
12.1*	Certification of Chief Executive Officer Pursuant to Rule 13(a)-14(a) of the Securities Exchange Act of 1934
12.2*	Certification of Chief Financial Officer Pursuant to Rule 13(a)-14(a) of the Securities Exchange Act of 1934
13.1**	Certification of Chief Executive OfficerPursuant to Rule 13(a)-14(b) of the Securities Exchange Act of 1934
13.2**	Certification of Chief Financial Officer Pursuant to Rule 13(a)-14(b) of the Securities Exchange Act of 1934
15.1*	The Registrant's Annual Report for the fiscal year ended December 31, 2024	Filed together with this Annual Report on Form 20-F. Certain of the information included within Exhibit 15.1, which is provided pursuant to Rule 12b-23(a)(3) of the Securities Exchange Act of 1934, as amended, is incorporated by reference in this Annual Report on Form 20-F, as specified elsewhere in this Annual Report on Form 20-F. With the exception of the items and pages so specified, Exhibit 15.1 is not deemed to be filed as part of this Annual Report on Form 20-F.
---	---	---
15.2*	Consent of KPMG AG
97.1*	Sunrise Communications AGClawbackPolicy
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*filed herewith

** Furnished herewith.

† Certain portions of this exhibit (indicated by asterisks) have been redacted because they are both not material and are the type that the Registrant treats as private or confidential.

Indicates a management contract or any compensatory plan, contract or arrangement.

Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

SUNRISE COMMUNICATIONS AG
By:	/s/ André Krause
Name:	André Krause
Title:	Chief Executive Officer
By:	/s/ Jany Fruytier
Name:	Jany Fruytier
Title:	Chief Financial Officer

Date: February 28, 2025

143

Document

Exhibit 1.2

Organizational Regulations

of

Sunrise Communications AG

Organizational Regulations of Sunrise Communications AG

1.Basis

(a)These Organizational Regulations (the Regulations) are enacted by the Board of Directors of Sunrise Communications AG (the Company) pursuant to article 716a and article 716b Swiss Code of Obligations (CO) and to articles 18, 20 and 21 of the Company's articles of association (the Articles). These Regulations govern the powers and duties of the Company's executive bodies and the organization of the Company's management.

(b)The Company is the holding company of the Sunrise group (the Group). As such, it performs tasks of management, organization and financing not only for itself but also for all companies directly or indirectly controlled by it (the Group Companies). In accordance with this function of the Company, its governing bodies not only make decisions for the Company itself, but also issue regulations and directives for the Group and the Group Companies. In doing so, the Board, the Board Committees and the ExCom (all as defined below) respect the legal independence of the Group Companies and ensure that their corporate bodies exercise their mandatory powers.

(c)The corporate bodies of the Company shall ensure that the Group Companies declare the regulations and directives issued for the Group and for them including the provisions of these Regulations to be applicable and implement the decisions made for the Group, in each case subject to mandatory law. In the event of any conflict with any regulations or directives issued by the Group Companies, the regulations and directives issued for the Group shall, to the extent legally permissible, prevail.

2.Executive Bodies of the Company

The following are the executive bodies of the Company:

(a)the board of directors (the Board);

(b)the chairperson of the Board (the Chair);

(c)the Audit Committee;

(d)the Compensation Committee;

(e)the Nominating Committee (together with the Audit Committee, the Compensation Committee and, if any, the subcommittees and/or ad-hoc committees, the Board Committees); and

(f)the Chief Executive Officer (the CEO) and the other members of the executive committee of the Company (together, the ExCom).

3.The Board

3.1     Constitution

(a)The general meeting of shareholders of the Company (the Shareholders Meeting) elects each member of the Board and the Chair individually for a term of office until the completion of the next annual general meeting of shareholders (the AGM).

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(b)If the office of the Chair is vacant, the Board shall appoint a new Chair from among its members for a term of office extending until the completion of the next AGM.

(c)Each year at its first meeting after the AGM, the Board appoints:

(i)the chairperson and members of the Audit Committee;

(ii)the chairperson of the Compensation Committee; and

(iii)the chairperson and members of the Nominating Committee.

(d)The Board further appoints a secretary (and, if the Board so determines, one or more assistant secretaries) who need not be a member of the Board. The secretary, and in his/her absence any assistant secretary, acts as secretary to the Board Committees as well.

3.2 Powers and Duties

(a)The Board is legally responsible for the non-transferable ultimate direction, supervision and control of the management of the Company. It resolves on all matters which are not reserved or transferred to the Shareholders Meeting or another body of the Company by law, the Articles, these Regulations or any other rules and regulations.

(b)In particular, the Board has the following powers and duties, subject to these Regulations:

(i)The ultimate direction of the Company and the Group and the issuance of the necessary guidelines, in accordance with the applicable Swiss laws and regulations, and in consideration of the prevailing local business customs and practices;

(ii)the determination of the Company's and the Group's organization, including the enactment and amendment of the regulations of the Board;

(iii)the determination of the Company's and the Group's accounting principles, financial control, financial planning and internal control system;

(iv)the appointment and removal of the persons entrusted with the management and representation of the Company, as well as the determination of their signatory power;

(v)the ultimate supervision of the persons entrusted with the management of the Company, in particular with regard to their compliance with applicable law, the Articles, these Regulations and the directives of the Company;

(vi)the preparation of the annual report, the compensation report and, if applicable, the report on non-financial matters pursuant to article 964c CO and any other reports as required by law, to prepare the Shareholders Meeting and to execute its resolutions;

(vii)the passing of resolutions regarding the subsequent performance of contributions with respect to non-fully paid-in shares and the amendments to the Articles entailed thereby;

(viii)the passing of resolutions regarding capital increases, to the extent that they are in the power of the Board (article 653(u) CO), as well as resolutions confirming increases or decreases of the share capital, the preparation of the capital increase report and the amendments to the Articles entailed thereby;

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(ix)the passing of resolutions regarding the exchange of Class B Shares for Class A Shares, as well as the preparation of any reports relating thereto and the amendments to the Articles entailed thereby;

(x)the notification of the court in the event that the Company is overindebted;

(xi)the non-delegable and inalienable duties and powers of the Board pursuant to the Swiss Merger Act, such as the approval of merger, demerger and transfer agreements (articles 12(1), 36(1) and 70(1) Merger Act), of demerger and transformation plans (articles 36(2) and 59(1) Merger Act) and of merger, demerger and transformation reports (articles 14(1), 39(1) and 61(1) Merger Act);

(xii)the maintaining of the share register and the register of the beneficial owners. The Board ensures that the register may be accessed in Switzerland at any time and that at least one person domiciled in Switzerland and entitled to represent the company has access to the share register as well as the above mentioned register;

(xiii)the exercise of shareholder rights in the subsidiaries of the Company, as well as the control of the business activities of such subsidiaries; and

(xiv)the approval of executive regulations promulgated in accordance with section 11 of these Regulations.

(c)In addition, the Board has the following powers and duties with regard to strategy, organization, business and financial matters:

(i)the approval of the business strategy and the business plan of the Group;

(ii)the approval of matters listed in Annex 1 – Board Reserved Matters; and

(iii)the establishment of the Company's dividend policy and any share buyback programs of the Company.

(d)In addition, the Board has the following powers and duties with regard to compensation and benefits:

(i)the adoption or amendment of the remuneration and benefits strategy of the Company and the Group as well as the compensation principles applicable to the members of the Board and the ExCom;

(ii)the adoption or amendment of the short- and long-term incentive plans for the senior management and any other participation or incentive plan of the Company or the Group, to oversee the implementation of such plans, and to approve the aggregate number of shares granted under such plans;

(iii)the approval of the individual compensation of the members of the Board, subject to the maximum aggregate amount of compensation approved by the Shareholders Meeting;

(iv)the determination of the remuneration and bonus of the CEO and, upon recommendation of the CEO, to ratify the remuneration and bonus of the other members of the ExCom and to approve the objectives determining the bonus of the CEO and to ratify such objectives for the other members of the ExCom, in each case consistent with any legal and statutory requirements and subject to the terms and

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conditions of the relevant employment contract and as well as to the maximum aggregate amount of compensation approved by the Shareholders Meeting; and

(v)the authorization of the CEO and the other members of the ExCom to exercise a public office or to assume an external mandate outside of the Group pursuant to Article 31 of the Articles.

(e)In addition, the Board has the following powers and duties with regard to other matters:

(i)the establishment of standing or ad-hoc committees for dealing with specific matters;

(ii)the review and approval of any recommendations of the Board Committees with respect to matters within their purview; and

(iii)other duties and powers, which are reserved to the authority of the Board by law or by the Articles.

3.3 Meetings

(a)The Board convenes as often as business requires, but at least three times a year.

(b)The meetings shall be called by the Chair. A meeting shall also be called by the Chair upon the written request of a Board member indicating the items and the proposals to be submitted.

(c)Notice of meetings shall be given at least five days in advance in writing (including by e-mail) and the notice shall set forth the agenda. In urgent cases the Chair may call a meeting at shorter notice in writing (including by e-mail) or by other convenient means of communication without observing the deadline. The Board members may also waive notice of any meeting.

(d)The items on the agenda of the meetings of the Board shall be determined by the Chair, who may consult with the CEO and other Board members.

(e)Each member of the Board may request the Chair for items to be placed on the agenda. The relevant request must be submitted in writing to the Chair at least five days before the meeting. Urgent items, which are brought up after the notice of the meeting was distributed, may be discussed at the meeting. Resolutions on such matters, however, can only be passed if a majority of the Board members, whether attending or not attending the meeting, agree.

(f)Unless the discussion pertains to him/her and except for executive sessions, the Board intends that the CEO (if not a member of the Board) will attend the meetings without voting rights. The Chair shall decide which other persons, if any, may attend the meeting of the Board.

(g)Meetings of the Board may be held by telephone or video conference or other means of direct communication.

3.4 Casting of Resolutions

(a)The Board shall have a quorum when the majority of its members are present in person, by telephone or video conference, or by other means of direct communication. Absent members may not be represented.

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(b)No quorum is required if the Board is called to:

(i)grant or cancel signing authorities;

(ii)certify or report on an increase or decrease of capital and amend the Articles accordingly;

(iii)certify or report on an exchange of Class B Shares for Class A Shares in accordance with article 4d of the Articles and to amend the Articles accordingly;

(iv)record a resolution adopted in writing in electronic form in declaratory minutes (Erwahrungsprotokoll);

(v)approve the execution of a merger agreement in case of a simplified merger pursuant to articles 23 et seq. Merger Act; or

(vi)approve the conclusion of a transfer contract pursuant to article 70 Merger Act, in case that the transferred assets do not exceed 10% of the total assets of the Company.

(c)Resolutions of the Board and the Board Committees shall be adopted by a majority of the votes cast. In case of a tie, the Chair or acting chair has no casting vote.

3.5 Written Resolutions

(a)Resolutions of the Board may also be passed by written consent to a proposal (including by way of return e-mail, PDF scans sent by e-mail, or other means of electronic communication), provided (i) the text of the resolution is provided to all members of the Board or the Board Committee, as applicable, and (ii) the majority of the members cast a vote and approve the matter. In the event of resolutions being passed by electronic means, no signature shall be required, subject to any regulation to the contrary by the Board.

(b)Any member shall have the right to request – within the period stipulated by the Chair or the secretary for a vote – that the matter is discussed in a meeting.

3.6 Minutes

(a)All resolutions shall be properly recorded or described in minutes, which must be signed by the acting chair and the secretary.

(b)In the case of resolutions passed in writing, such resolutions qualify as minutes if signed by the consenting members of the Board and the secretary.

3.7 Right of Information and Reporting

(a)At the Board meetings, each member of the Board is entitled to request information on all affairs of the Company from the other Board members and from the members of the ExCom present.

(b)Outside of the Board meetings, each member of the Board may request information from the CEO on the general course of business of the Company and the Group after having informed the Chair. To the extent necessary for the fulfilment of his/her duties, each member of the Board may also request that the Chair grants such member access to the relevant Company records.

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(c)If the Chair rejects a request for information on specific matters or for access to records, the Board shall decide at its next meeting or by written resolution.

3.8 Urgent Procedure for Board Decisions

In urgent cases where it is not possible to delay the decision or to call an urgent meeting in accordance with Section 3.3(c), the Chair shall take all necessary decisions on behalf of the Board. The Chair shall notify the Board immediately of such decisions. Such decisions shall be ratified by the Board at its subsequent meeting or by written resolution.

3.9 Compensation

(a)The Board shall determine the amount of the compensation of its members in a manner consistent with legal and statutory requirements, taking into account each Board member's respective responsibilities, experience and the time which they invest in their activity as members of the Board.

(b)In addition, the Board shall adopt an expense policy for Board members.

(c)Subject to any legal and statutory requirements, special services rendered by individual members of the Board may be rewarded by the Board in an appropriate manner.

3.10 Board Committees

(a)The Company has the following standing Board Committees:

Audit Committee;

Compensation Committee; and

Nominating Committee.

(b)The Board may establish ad-hoc committees for dealing with specific matters. Each of them shall consist of such number of members of the Board as the Board may decide.

(c)The members of the Compensation Committee are elected by the shareholders at the Shareholders Meeting. The Board shall appoint the chairperson of the Compensation Committee and the members and the chairperson of each other Board Committee. If there are vacancies on the Compensation Committee, the Board may appoint substitute members from among its members for a term of office extending until completion of the next AGM.

(d)The duties and responsibilities of the Board Committees are set forth in the charter of the respective Board Committee.

(e)The Board Committees shall only be empowered to make recommendations to the Board and they shall not be vested with their own decision-making authority, except as otherwise provided in the Articles, these Regulations, applicable law, or the respective committee charter.

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Organizational Regulations of Sunrise Communications AG

4.The Chair

The Chair has the following powers and duties:

(a)preparation of the agenda for the Shareholders Meetings and the Board meetings;

(b)chairing the Shareholders Meetings and the Board meetings (should the Chair not be able to attend, the Chair may delegate chairing of the Shareholders Meeting to another Board member);

(c)informing the other members of the Board of material extraordinary events involving the Company or the Group;

(d)ensuring that in urgent business matters all measures are taken to safe-guard the interests of the Group where a regular Board resolution cannot be reasonably passed within the required time frame;

(e)supervising compliance with and implementation of the resolutions of the Board;

(f)interacting with the CEO and the other members of the ExCom outside of Board meetings;

(g)monitoring the implementation of the measures decided by the Board;

(h)representing the Board internally and externally;

(i)ensuring that the Board Committees meet regularly, function efficiently and report adequately to the Board; and

(j)coordinating, together with the Board Committees' chairpersons, the work of all Board Committees. The Chair may attend any meeting of the Board Committees.

5.The Vice-Chairperson and the Deputy Chair

(a)The Board may elect a vice-chairperson (the Vice-Chair) from its members for a term of office until the completion of the next AGM. If a Vice-Chair is appointed, the Board shall determine his or her duties. These duties may include the ability to call meetings of the Board.

(b)Should the Chair be unable to exercise his/her functions, the Vice-Chair, if any, or any other Board member appointed by the Chair shall act as his/her deputy (the Deputy Chair). In such situation, the Deputy Chair shall have the same powers and duties for the performance of his/her role as a deputy as those accruing to the Chair, but such powers and duties shall be confined to actions and resolutions to be passed during the period of the representation.

(c)The Board may permanently or temporarily delegate to the Deputy Chair expert or special tasks.

(d)If the Deputy Chair is unable to act as a deputy, the longest serving member of the Board shall take his/her office.

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6.The Chief Executive Officer

6.1 Appointment and Responsibilities

The CEO shall be appointed by the Board and shall have the responsibility for the management of the Company and the Group.

6.2 Powers and Duties

(a)Subject to the Articles, these Regulations and mandatory law, the Board hereby delegates the responsibility for the overall management and operations of the Company and the Group to the CEO, with the power to sub-delegate certain functions to the members of the ExCom.

(b)In particular, the CEO shall have the following powers and duties:

(i)to prepare and submit to the Board for approval the following matters:

(A)the Company's and the Group's strategy; and

(B)the Company's and the Group's business plan and annual budget.

(ii)to provide all information and documents necessary to the Board;

(iii)to implement the strategy of the Company and the Group and the resolutions passed by the Board;

(iv)to monitor and assess progress against the Company's and the Group's targets and budget;

(v)to organize, manage and supervise the day-to-day business of the Company and the Group;

(vi)to recommend candidates for the nomination as members of the ExCom (other than the CEO);

(vii)to recommend to the Board the removal of members of the ExCom;

(viii)to appoint employees reporting directly to the CEO other than members of the ExCom;

(ix)to approve the appointment of direct reports to other members of the ExCom other than clerical staff;

(x)to recommend to the Board the approval of transactions to be resolved by the Board;

(xi)to determine the communication policy of the Company and the Group, to represent the Company and the Group towards its shareholders, investors, the media and the general public, and to manage, coordinate and supervise investor relations; and

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(xii)to organize the ExCom and prepare, call and chair the meetings of the ExCom.

6.3 Duty to Report

(a)The CEO and the CFO shall at each meeting of the Board report to the Board on the course of business of the Company and the Group in a manner agreed upon from time to time between the Chair and the CEO.

(b)Between meetings, the CEO shall report any material extraordinary events or developments within the Company and within the Group to the Chair in a timely manner.

7.The Executive Committee

7.1 Composition and Organization

(a)The ExCom consists of the CEO, the CFO, the General Counsel and Corporate Secretary, and any further officers as decided by the Board.

(b)The CEO shall have the casting vote for decision-making within the ExCom. All members of the ExCom shall report to him/her.

(c)The CEO shall organize the ExCom. The CEO may invite other persons to join ExCom meetings on a case-by-case basis.

7.2 Powers and Duties

(a)The members of the ExCom shall attend to the day-to-day business of the Company and the Group under the supervision of the CEO.

(b)The members of the ExCom shall have the powers and duties delegated to them by the CEO. The CEO may adopt regulations setting out the powers and duties of the other members of the ExCom.

(c)Each member of the ExCom shall inform the CEO in the ExCom meetings about the course and development of the business and the most important events in his or her area regarding the Company and the Group. Outside of the ExCom meetings, each member of the ExCom shall immediately report any extraordinary event and any change within the Company and within the Group to the CEO.

(d)The CEO shall inform the members of the ExCom on relevant, material new developments, events and policies regarding the Company and the Group.

7.3 Meetings and Minutes

(a)The CEO shall convene meetings of the ExCom whenever necessary and shall set the agenda.

(b)The outcomes of the ExCom meetings may be recorded in minutes.

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8.Signatory Power

(a)The Board determines the signatory power on behalf of the Company and appoints the persons authorized to sign on behalf of the Company or adopts respective policies.

(b)The members of the Board and the ExCom and any other individuals empowered with the representation of the Company shall have joint signatory power by two.

(c)The member of the ExCom may, within the limits of their signing authority, delegate their signing authority by a power of attorney signed by two members of the ExCom.

9.Conflicts of Interest

(a)Each member of the Board or the ExCom is required to inform the respective body of actual or potential conflicts of interests.

(b)In case of a direct conflict of interests, i.e., a situation where a member's vote would operate to the detriment of the Company and at the same time further the own interests of such member or a party related to it, or any interest otherwise represented by such member, such member shall, of its own initiative, abstain from voting on such matter and, if so decided by the chairperson (or, if the chairperson is conflicted, the chair's deputy) of the respective body of the Company, from the discussion of the matter.

(c)If there is a reason for abstention, the respective body of the Company may, to the extent it has been fully informed about the conflict of interests and all material facts giving rise to the same, decide to waive the abstention of the member affected, provided that such member gives preference to the interests of the Company.

(d)If the relevant member does not abstain out of his or her own initiative, the chairperson of the respective body of the Company shall have the right to exclude such member from voting and discussions on the respective matter.

10.Confidentiality

(a)The members of the Board and of the ExCom shall keep confidential all information and documents obtained or reviewed in connection with the exercise of their function for the Company and/or the Group. Persons who have received confidential information shall not disclose its content to third parties, and shall take all measures to prevent third parties from having access to its content. This obligation and duty shall continue even after the term of office of a corporate member has expired.

(b)Upon termination of his/her function, each such member shall return to the Company all documents related to the Company.

11.Final Provisions

(a)These Regulations were adopted by resolution of the Board on November 8, 2024, and shall be effective immediately.

(b)The ExCom shall promulgate such executive regulations as are necessary for the implementation of these Regulations subject to prior approval by the Board as mentioned in section A.3.2(b)(xiii) above.

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Sunrise Communications AG
/s/ Michael T. Fries	/s/ Marcel Huber
Name: Michael T. Fries<br><br>Function: Chair of the Board of Directors	Name: Marcel Huber<br><br>Function: Secretary of the Board of Directors

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Organizational Regulations of Sunrise Communications AG

Annex 1 – Board Reserved Matters

―Annual operating and financial budget;

―Significant operating decisions with a financial impact of more than CHF 10 million outside of approved budget;

―Financial transactions of more than CHF 20 million;

―Commencing, withdrawing, acknowledging and settling disputes before a court, administrative authority or arbitral tribunal with a value of more than CHF 4 million;

―Mergers, acquisitions or divestments with a value of more than CHF 20 million;

―Acquisition of traded debt (or related derivatives) and other treasury transactions (currency or interest rate hedging) with a value of more than CHF 20 million; and

―Tax planning if the exposure is over CHF 20 million.

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Document

Exhibit 2.5

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

Sunrise Communications AG (“Sunrise” or the “Company”) had the following securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”):

Title of each class	Trading Symbol(s)	Name of exchange on which registered
American Depositary Shares each representing one Class A common share, nominal value CHF 0.1 per share (Namenaktien)	SNRE	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)
Class A common shares, nominal value CHF 0.1 per share (Namenaktien) (the “Sunrise Class A Common Shares”)		The Nasdaq Stock Market LLC (Nasdaq Global Select Market*)

*  Not for trading, but only in connection with the registration of the American Depositary Shares on The Nasdaq Global Select Market.

This exhibit contains a description of the rights of (i) the holders of Sunrise Class A Common Shares and (ii) the holders of American depositary shares representing the Sunrise Class A Common Shares (the “Sunrise ADSs”). The following summary of the rights of the holders of Sunrise Class A Common Shares is subject to and qualified in its entirety by the Company’s articles of association (the “Articles”) and by applicable Swiss law, and the following summary of the rights of the holders of Sunrise ADSs is subject to and qualified in its entirety by the deposit agreement with respect to the Sunrise ADSs. This is not a summary of all the significant provisions of the Articles, of Swiss law or the deposit agreement and does not purport to be complete. Capitalized terms used but not defined herein have the meanings given to them in the Company’s Annual Report on Form 20-F to which this description of securities registered under section 12 of the Exchange Act is an exhibit.

Item 9. General

Item 9.A.3 Pre-Emptive and Advance Subscription Rights

Switzerland. Pursuant to the Swiss Code of Obligations, existing Sunrise shareholders have pre-emptive rights (Bezugsrechte) to subscribe for newly issued shares in proportion to the respective nominal values of their holdings. With respect to conditional capital, Sunrise shareholders have advance subscription rights (Vorwegzeichnungsrechte) for the subscription of equity-linked financial instruments. Pre-emptive rights and advance subscription rights can be excluded or restricted for important reasons (aus wichtigem Grund). In the case of Sunrise, shareholders can exclude or restrict pre-emptive or advance subscription rights, or authorize the Sunrise Board to do so, with the approval of (A) two-thirds of the votes represented, voting together as a single class, and (B) a majority of the share capital represented ((A) and (B) together, a “Supermajority Vote”) and a majority of the class B shares with privileged voting rights of Sunrise with nominal value of CHF 0.01 per share (the “Sunrise Class B Shares”) represented, voting separately as a class (a “Class B Vote”). In a capital increase within the Capital Range (as defined herein), the Sunrise Board is authorized under the Articles to withdraw or limit the pre-emptive rights of Sunrise shareholders under certain circumstances and to allocate them to third parties or to Sunrise.

Delaware. Under the Delaware General Corporation Law, stockholders have no pre-emptive rights to subscribe for additional issues of stock or to any security convertible into such stock unless, and to the extent that, such rights are expressly provided for in the certificate of incorporation.

Item 9.A.5 Type and class of securities

Registration and Listing

The Sunrise Class A Common Shares are listed on the SIX Swiss Exchange AG (the “SIX”) and are registered under section 12(b) of the Exchange Act in connection with the listing of the Sunrise ADSs on Nasdaq (but not for trading) and have a nominal value of CHF 0.1 per share. All Sunrise Class A Common Shares are issued in registered form.

Transfers

All Sunrise Class A Common Shares are credited in a securities account with a bank or broker as intermediated securities (Bucheffekten) within the meaning of the Swiss Federal Act on Intermediated Securities of 2008, as amended. Sunrise Class A Common Shares held as intermediated securities may only be transferred by book entry, cannot be transferred or collateralized by way of assignment, and the transfer or perfection of security over such Sunrise Class A Common Shares requires action by the custodian. Sunrise Class A Common Shares held in uncertificated form (einfache Wertrechte) and not as intermediated securities may only be transferred by way of assignment.

Item 9.A.6 Limitations or qualifications

Not applicable.

Item 9.A.7 Other rights

Not applicable.

Item 10.B Memorandum and articles of association

Item 10.B.3 Shareholder rights

Dividends and Other Distributions

Switzerland. Under the Swiss Code of Obligations (Obligationenrecht), Sunrise may not declare or pay dividends unless it has sufficient distributable profits from the previous or current fiscal year (Gewinnvortrag or Bilanzgewinn) or distributable capital reserves (ausschüttungsfähige Kapitalreserven), each as evidenced by audited standalone statutory annual or interim financial statements prepared in accordance with the Swiss Code of Obligations, and after allocations to reserves required by the Swiss Code of Obligations and the Articles have been deducted. Under the Swiss Code of Obligations at least 5% of Sunrise’s annual profit must be retained as statutory profit reserve (gesetzliche Gewinnreserve). If there is a loss carried forward, such loss must be eliminated before allocation to the statutory profit reserve. The statutory profit reserve will be accumulated until it reaches, together with the statutory capital reserve (gesetzliche Kapitalreserve), 50% of Sunrise’s share capital recorded in the commercial register of the Canton of Zurich, Switzerland (the “Commercial Register”).

Under the Swiss Code of Obligations, Sunrise may not declare or pay dividends or other distributions without a prior resolution of its shareholders passed by a majority of the Sunrise Class A Common Shares and the Sunrise Class B Shares (collectively “Sunrise Shares”) represented, voting together as a single class (a “Simple Majority”). If a dividend or other distribution is proposed by the Sunrise Board, Sunrise’s auditors will need to confirm that the proposal complies with Swiss law and the Articles.

In addition, a Class B Vote will be required to effect:

•    distributions of Sunrise Shares, except where holders of each class of Sunrise Shares receive the identical class of Sunrise Shares they hold, on an equal per share basis; and

•    distributions of securities of another entity or Sunrise’s securities other than Sunrise Shares, except where (i) holders of each class of Sunrise Shares receive the same class of securities, on an equal per share basis, or (ii) holders of Sunrise Class B Shares receive securities with a higher voting entitlement and holders of Sunrise Shares receive securities with a lower voting entitlement.

The date on which dividends and other distributions are due and payable will be determined by the Sunrise Board. Dividends can also be paid in several installments.

A repayment of share capital is only permitted if an ordinary capital reduction or a capital reduction within the Capital Range is carried out first (see “Item 10.B.10 Changes in capital —Sunrise’s Capital Range” below). Such capital reductions are subject to several conditions, including (i) publication of a call to creditors, (ii) in the case of an ordinary capital reduction, a shareholder resolution passed by a Simple Majority and (iii) a special audit report that the claims of Sunrise’s creditors will be fully covered by Sunrise’s assets despite the capital reduction.

Delaware. Under the Delaware General Corporation Law, a Delaware corporation may pay dividends out of its surplus (the excess of net assets over capital), or in case there is no surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of the capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). In determining the amount of surplus of a Delaware corporation, the assets of the corporation, including stock of subsidiaries owned by the corporation, must be valued at their fair market value as determined by the board of directors, without regard to their historical book value. Dividends may be paid in the form of shares, property or cash.

Voting Rights

Generally

Switzerland. Holders of Sunrise Class A Common Shares and Sunrise Class B Shares will vote together as a single class on all matters submitted to a vote of the Sunrise shareholders, except for the matters subject to a separate Class B Vote. Holders of Sunrise Class A Common Shares and Sunrise Class B Shares will be entitled to one vote per share. Because the nominal value of one Sunrise Class B Share is one-tenth the nominal value of one Sunrise Class A Common Share, each Sunrise Class B Share effectively has 10 times the voting power of a Sunrise Class A Common Share. The right to vote and the other rights of share ownership may only be exercised by shareholders (including any nominees) or usufructuaries who are entered in the Sunrise share register at the cut-off date for the matters being voted on, as determined by the Sunrise Board. Those entitled to vote at the general meeting of shareholders may be represented by the independent voting rights representative (who is elected annually by the general meeting of shareholders) or by means of a written proxy.

Under the Articles, the Sunrise Board may register nominees in Sunrise’s share register with whom Sunrise has entered a corresponding agreement with voting rights up to 3% of the share capital registered in the Commercial Register; above this limit, the Sunrise Board may register nominees with voting rights if they disclose the beneficial owners for whose account they hold 0.5% or more of the share capital registered in the Commercial Register.

Delaware. Under the Delaware General Corporation Law, each stockholder is entitled to one vote per share of stock, unless the certificate of incorporation provides otherwise.

Quorum

Switzerland. Swiss law and the Articles do not provide attendance quorum requirements generally applicable to general meetings of shareholders.

Delaware. Under the Delaware General Corporation Law, either the certificate of incorporation or the bylaws may specify the number of shares and/or the amount of other securities that must be represented at a meeting in order to constitute a quorum, but in no event can a quorum consist of less than one-third of the shares entitled to vote at a meeting.

Election and Removal of Directors

Switzerland. The Articles provide that the Sunrise Board will consist of no fewer than three directors and no greater than nine directors, with each class of Sunrise Shares being entitled to elect one representative to the Sunrise Board. Sunrise Directors may only be elected at a shareholders’ meeting and are elected by a Simple Majority.

Swiss law does not permit classified or staggered boards. The Sunrise Directors and the chairperson are elected annually by the general meeting of shareholders and are eligible for re-election for a term of office until completion of the subsequent annual general meeting of shareholders. Each Sunrise Director must be elected individually. Any Sunrise shareholders whose combined shareholdings represent 0.5% of Sunrise’s voting rights or share capital wishing to propose for election as a director someone who is not an existing director or is not proposed by the Sunrise Board must, in accordance with the Articles, give notice of their intention to propose such person for election before a general meeting of shareholders so that it is received by Sunrise at least 60 days before the meeting.

A Sunrise Director may be removed with or without cause by Sunrise’s shareholders by a resolution passed by a Simple Majority at a duly convened meeting of shareholders at which such resolution is included on the agenda.

Delaware. Under Delaware General Corporation Law, the certificate of incorporation may provide for cumulative voting at all elections of directors of the corporation, or at elections held under specified circumstances. Under this law, directors may be removed from office, with or without cause, by a majority stockholder vote, though in the case of a corporation whose board is classified, unless otherwise provided in the certificate of incorporation, stockholders may effect such removal only for cause.

Supermajority Shareholder Voting Provisions

Unless otherwise specified by the Articles or required by Swiss law, at any general meeting duly called and held, a resolution must be approved by a Simple Majority.

Under the Articles, the following matters require shareholder approval by a Supermajority Vote:

•    amending Sunrise’s corporate purpose;

•    consolidating shares;

•    effecting capital increases other than for cash;

•    limiting or withdrawing Sunrise shareholders’ pre-emptive rights;

•    adopting conditional capital;

•    introducing a capital range (Kapitalband);

•    including restrictions on the transferability of registered shares;

•    introducing shares with privileged voting rights;

•    redenominating Sunrise’s share capital;

•    introducing a casting vote of the chair at the general meeting of shareholders;

•    including a provision in the Articles to permit Sunrise to hold general meetings outside Switzerland;

•    delisting of Sunrise’s equity securities from SIX;

•    changing Sunrise’s place of incorporation;

•    including an arbitration clause in the Articles;

•    approval of mergers, demergers and conversions pursuant to Switzerland’s Federal Act on Mergers, Demergers, Transformations and the Transfer of Assets of 2003, as amended (the “Swiss Merger Act”); and

•    dissolving Sunrise.

Under the Articles, the following matters require approval by a Class B Vote in addition to a Simple Majority or Supermajority Vote (as applicable):

•    variation of voting or economic rights attaching to the Sunrise Shares;

•    consolidating or sub-dividing Sunrise Shares by any ratio that is not the same as for the Sunrise Class A Common Shares and the Sunrise Class B Shares;

•    ordinary capital increases or decreases;

•    adopting or varying conditional capital;

•    introducing or varying a capital range (Kapitalband);

•    including or canceling restrictions on the transferability of registered shares;

•    issuing shares with privileged voting rights, except where shares without privileged voting rights are issued in the same proportion;

•    distributions of Sunrise Shares, except where holders of each class of Sunrise Shares receive the identical class of Sunrise Shares they hold, on an equal per share basis;

•    distributions of securities of another entity or Sunrise’s securities other than Sunrise Shares, except where (i) holders of each class of Sunrise Shares receive the same class of securities, on an equal per share basis, or (ii) holders of Sunrise Class B Shares receive securities with a higher voting entitlement and holders of Sunrise Class A Common Shares receive securities with a lower voting entitlement;

•    the delisting of the Sunrise Class B Shares;

•    approval of mergers, demergers and conversions pursuant to the Swiss Merger Act;

•    the disposal of all, or substantially all, of the assets of Sunrise;

•    the dissolution of Sunrise; and

•    the amendment or repeal of the following “special” provisions in the Articles (i) the right of holders of Sunrise Class B Shares to exchange Sunrise Class B Shares for Sunrise Class A Common Shares, (ii) rules governing the registration of shareholders in the share register, (iii) the opting-up clause (see “Item 10.B.7—Mandatory Bid Rules” below), (iv) the majority requirements for shareholder resolutions in the Articles as described above, (v) the minimum and maximum size of the Sunrise Board, (vi) indemnities granted to Sunrise Directors and the Executive Committee, and (vii) the forum selection clause.

Appraisal Rights

Switzerland. The Swiss Merger Act provides that if equity rights have not been adequately preserved or compensation payments in a merger, demerger or conversion are unreasonable, a shareholder may file an appraisal

action against the surviving company petitioning the court to determine a reasonable amount of compensation and award to all shareholders in the same situation additional compensation to ensure that these shareholders receive the fair value of their shares.

Delaware. The Delaware General Corporation Law provides for stockholder appraisal rights, or the right to demand payment in cash of the judicially determined fair value of the stockholder’s shares, in connection with certain mergers and consolidations.

Exchange

Holders of Sunrise Class B Shares may exchange their Sunrise Class B Shares for Sunrise Class A Common Shares at a ratio of 10 Sunrise Class B Shares to one Sunrise Class A Common Share. No fewer than 10 Sunrise Class B Shares may be exchanged for Sunrise Class A Common Shares at a time.

Access to Books and Records and Dissemination of Information

Switzerland. Under the Swiss Code of Obligations, Sunrise shareholders have a right to inspect Sunrise’s share register with respect to their own shares. No other person has a right to inspect the share register of Sunrise. Shareholders holding in the aggregate at least 5% of Sunrise’s share capital or voting rights have the right to inspect Sunrise’s books and correspondence, subject to certain restrictions. The Sunrise Board is required to decide on an inspection request within four months after receipt of such request. Denial of the request must be justified in writing. If an inspection request is denied by the Sunrise Board, the requesting shareholder may petition the competent court with jurisdiction over the registered office of Sunrise for an inspection order within thirty days of the denial.

Sunrise’s annual report, the compensation report, the auditor’s reports as well as the report on non-financial matters required by article 964c of the Swiss Code of Obligations must be published or otherwise made accessible to the Sunrise shareholders no later than 20 days prior to the annual general meeting of shareholders.

If a shareholder has exercised its information or inspection rights, such shareholder may propose to the general meeting of shareholders that specific facts be examined by a special examiner in a special investigation. If the general meeting of shareholders approves the proposal, Sunrise or any shareholder may, within 30 calendar days after the general meeting of shareholders, petition the competent court with jurisdiction over the registered office of Sunrise to appoint a special examiner. If the general meeting of shareholders rejects the request, shareholders representing at least 5% of Sunrise’s share capital or voting rights may request that the court appoints a special examiner. The court will issue such an order if the petitioners can demonstrate that Sunrise Directors or the members of the Executive Committee acted against the law or in contravention of the Articles and that such violation is capable of causing damage to Sunrise or the Sunrise shareholders. The costs of the investigation would normally be allocated to Sunrise and only in exceptional cases to the petitioners.

Delaware. Under the Delaware General Corporation Law, any stockholder may inspect certain of the corporation’s books and records, for any proper purpose, during the corporation’s usual hours of business.

Rights to share in any surplus in the event of liquidation

If Sunrise is liquidated, any surplus remaining after payment of its debts, liquidation expenses and all of its remaining obligations will be distributed among holders of Sunrise Class A Common Shares and Sunrise Class B Shares in proportion to the paid-in nominal value of their Sunrise Shares.

Item 10.B.4 Changes to shareholder rights

Variation of Class Rights

Switzerland. With the approval of a Simple Majority and a Class B Vote, Sunrise may vary certain voting or economic rights attaching to either class of its shares, except that Sunrise may not by any corporate or shareholder action revoke those rights attaching to its shares which are irrevocable under Swiss law. Under Swiss law, certain rights, such as the dividend and liquidation rights of the Sunrise Shares, as well as the right to one vote for each Sunrise Share, are statutory in nature and cannot be revoked by the terms of the Articles, a resolution of its shareholders of any class or by any other corporate action. These rights may only be varied for the benefit of the holders of Sunrise Shares, for instance to increase their dividend, liquidation or voting rights, with approval of a Simple Majority and a Class B Vote. See also “Item 10B.3—Shareholder Rights—Voting Rights” above.

Delaware. A Delaware corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.

Item 10.B.6 Limitations

Swiss law and the Articles do not impose any specific limitations on owners of Sunrise Class A Common Shares who do not reside in Switzerland to hold or vote their shares in Sunrise.

Item 10.B.7 Change in control

Switzerland. Under Swiss law, an acquiring party is generally able to ensure it acquires all of the issued and outstanding shares of a Swiss company in the following ways:

•through the direct acquisition of the shares, followed by a “cash-out” or “squeeze-out” merger in accordance with the Swiss Merger Act, which requires the approval of holders of at least 90% of the issued shares and, under the Articles, a Class B Vote. In these circumstances, minority shareholders of the company being acquired may be compensated in a form other than through shares of the acquiring company (for instance, through cash or securities of the parent company of the acquiror or of another company); or

•through a statutory merger in accordance with the Swiss Merger Act, which, under the Articles, will require approval by a Supermajority Vote and a Class B Vote.

If a merger, demerger or conversion under the Swiss Merger Act receives all of the requisite shareholder approvals, including a Supermajority Vote and a Class B Vote, all Sunrise shareholders will be compelled to participate in such a transaction.

In addition, under Swiss law and the Articles, the sale of all, or substantially all, of Sunrise’s assets requires, in certain circumstances, shareholder approval by a Supermajority Vote and a Class B Vote.

Delaware. Under the Delaware General Corporation Law, with certain exceptions, a merger, consolidation, sale, lease or transfer of all or substantially all of the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. The Delaware General Corporation Law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of

which it owns at least 90.0% of each class of capital stock without a vote by the shareholders of such subsidiary. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights.

Item 10.B.8 Disclosure of shareholdings

Sunrise’s constitutional documents do not contain any provisions governing the ownership threshold above which shareholder ownership must be disclosed.

Item 10.B.9 Differences in the law

With respect to Items 10.B.2-10.B.8, Sunrise has identified in the responses above where the Swiss law applicable to Sunrise is significantly different from the comparable Delaware law.

Item 10.B.10 Changes in capital

Sunrise’s Capital Range

The Articles specify Sunrise’s minimum and maximum share capital of between CHF 6,512,169.02 and CHF 7,959,317.70 (the “Capital Range”). The Sunrise Board has the authority to issue or cancel Sunrise Shares within the Capital Range, if certain conditions are met, until the earlier of (i) November 8, 2029 or (ii) other expiry of the Capital Range, following which the authority will need to be renewed by the Sunrise shareholders. For capital increases within the Capital Range, the Sunrise Board will determine the time and terms of the share issuance. For capital reductions within the Capital Range, the Sunrise Board will determine the use of the amount of capital reduced.

Sunrise’s Conditional Capital

Conditional Capital for Employee Participation

The Articles provide that Sunrise’s share capital may be increased in an amount not to exceed CHF 723,574.30 through the issuance of up to 7,235,743 fully paid-in Sunrise Class A Common Shares or up to 72,357,430 fully paid-in Sunrise Class B Shares based on (i) the exercise or mandatory exercise of rights to acquire such shares or (ii) obligations to acquire such shares granted to or entered into with Sunrise Directors or the Executive Committee, employees, contractors or consultants of Sunrise or its group companies, or other persons providing services to Sunrise or its group companies, in each case, through one or more equity incentive plans created by the Sunrise Board. Advance subscription rights of the Sunrise shareholders are excluded from issuances under Sunrise’s conditional capital for employee participation.

Conditional Share Capital Based on the Capital Range

The Articles provide that Sunrise’s nominal share capital may be increased within the Capital Range through the issuance of up to 7,235,743 fully paid-in Sunrise Class A Common Shares based on (i) the exercise or mandatory exercise of conversion, exchange, option, subscription or other rights to acquire Sunrise Class A Common Shares, or (ii) obligations to acquire Sunrise Class A Common Shares granted to or entered into with Sunrise shareholders or third parties, either alone or in connection with bonds, notes, options, warrants or other securities or contractual obligations of Sunrise or any of its subsidiaries (collectively “Financial Instruments”). Existing Sunrise shareholders have advance subscription rights with respect to Financial Instruments. The main conditions of the Financial Instruments are to be determined by the Sunrise Board, which is authorized to exclude or restrict Sunrise shareholders’ advance subscription rights in certain circumstances and subject to certain conditions.

AMERICAN DEPOSITARY SHARES

12.A Debt securities

Not applicable.

12.B Warrants and rights

Not applicable.

12.C Other securities

Not applicable.

12.D.1 Depository

JPMorgan Chase has been appointed as the depositary pursuant to the deposit agreement related to the Sunrise ADSs. The depositary’s corporate office at which the ADSs are administered and the principal executive office is located at 383 Madison Avenue, Floor 11, New York, NY 10179, USA.

Item 12.D.2 Description of the ADSs

Each Sunrise ADS represents one Sunrise Class A Common Share. In the future, each Sunrise ADS will also represent any securities, cash or other property deposited with the depositary but which the depositary has not distributed directly to you.

As a Sunrise ADS holder, Sunrise does not treat you as a shareholder of record of Sunrise, and you do not have any shareholder rights. The laws of Switzerland and the Articles govern shareholder rights. Because the depositary or its nominee is the direct shareholder of record for the Sunrise Class A Common Shares represented by all outstanding Sunrise ADSs, shareholder rights rest with the depositary or its nominee. Your rights are those of a Sunrise ADS holder. A deposit agreement among Sunrise, the depositary and you as a Sunrise ADS Holder, and all other holders and beneficial owners from time to time of the Sunrise ADSs, sets out your rights as the holder of the Sunrise ADSs. The obligations of the depositary and its agents are also set out in the deposit agreement. Because the depositary or its nominee is actually the registered owner of the Sunrise Class A Common Shares, you must rely on it to exercise the rights of a shareholder on your behalf. However, each of your Sunrise ADSs represents the right to receive, and to exercise the beneficial ownership in, one Sunrise Class A Common Share and you have the right to, at any time and at your option, cancel your Sunrise ADSs and withdraw the Sunrise Class A Common Shares, as further described below in “ —Deposit, Withdrawal and Cancellation.”

Unless physical certificated American Depositary Receipts representing Sunrise ADSs (the “Sunrise ADRs”) were specifically requested, all Sunrise ADSs are issued on the books of the depositary in book-entry form, and periodic statements will be mailed to you reflecting your ownership interest in such Sunrise ADSs. In this description, unless otherwise specified, references to Sunrise ADSs include references to Sunrise ADRs.

You may hold Sunrise ADSs either directly or indirectly through your broker or other financial institution. If you hold Sunrise ADSs directly, by having a Sunrise ADS registered in your name on the books of the depositary, you are a Sunrise ADS holder. This description assumes you hold your Sunrise ADSs directly. If you hold the

Sunrise ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial institution to assert the rights of a Sunrise ADS holder described in this section. You should consult with your broker or financial institution to find out what those procedures are.

The following is a summary of what Sunrise believes to be the material terms of the deposit agreement and the Sunrise ADSs. Notwithstanding this, because it is a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read the entire deposit agreement and the form of the Sunrise ADR containing the terms of your Sunrise ADSs. Copies of the deposit agreement and the form of Sunrise ADR are filed as exhibits to the Annual Report on Form 20-F to which this exhibit is attached.

Share Dividends and Other Distributions

How will I receive dividends and other distributions on the shares underlying my Sunrise ADSs?

Sunrise may make various types of distributions with respect to the Sunrise Class A Common Shares. The depositary has agreed that, to the extent practicable, it will pay to you the cash dividends or other distributions it or the custodian receives on the Sunrise Class A Common Shares or any additional securities, property or cash received on or in substitution for the deposited Sunrise Class A Common Shares (collectively, the Deposited Securities”), after making any necessary deductions for fees, charges and expenses provided for in the deposit agreement. The depositary may utilize a division, branch or affiliate of JPMorgan Chase to direct, manage or execute any public or private sale of securities or property under the deposit agreement. Such division, branch or affiliate may charge the depositary a fee in connection with such sales, which fee is considered an expense of the depositary. You will receive these distributions in proportion to the number of Deposited Securities that your Sunrise ADSs represent.

Except as stated below, the depositary will deliver such distributions to Sunrise ADS holders in proportion to their interests in the following manner:

•    Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion thereof, on an averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld, if any, (ii) such distribution being permissible and practicable with respect to certain registered Sunrise ADS holders, and (iii) deduction of the depositary’s or its agents’ fees and expenses in (1) converting any foreign currency to U.S. dollars to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the U.S. by such means as the depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any sale by public or private means in any commercially reasonable manner. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose some or all of the value of the distribution.

To the extent that any of the Deposited Securities is not or will not be entitled, by reason of its date of issuance, or otherwise, to receive the full amount of such cash dividend, distribution, or net proceeds of sales, the depositary will make appropriate adjustments in the amounts distributed to the Sunrise ADS holders issued in respect of such deposited Sunrise Class A Common Shares. To the extent Sunrise or the Depositary is required to withhold from any cash dividend, distribution or net proceeds from sales in respect of any Deposited Securities an amount for taxes, the amount distributed on the Sunrise ADSs issued in respect of such Deposited Securities will be reduced accordingly.

To the extent the depositary determines in its discretion that it would not be permitted by applicable law, rule or regulation, or it would not otherwise be practicable, to convert foreign currency into U.S. dollars or distribute such U.S. dollars to any or all of the Sunrise ADS holders entitled thereto, the depositary may in its discretion distribute some or all of the foreign currency received by the depositary as it deems permissible and practicable to, or retain and hold such foreign currency

uninvested and without liability for interest thereon for the respective accounts of, the Sunrise ADS holders entitled to receive the same.

•    Shares. In the case of a distribution in Sunrise Class A Common Shares, the depositary will issue additional Sunrise ADSs representing such Sunrise Class A Common Shares. Only whole Sunrise ADSs will be issued. Any Sunrise Class A Common Shares that would result in fractional Sunrise ADSs will be sold and the net proceeds will be distributed in the same manner as cash to the Sunrise ADS holders entitled thereto.

•    Rights to receive additional Sunrise Class A Common Shares. In the case of a distribution of rights to subscribe for additional Sunrise Class A Common Shares or other rights, if Sunrise timely provides evidence satisfactory to the depositary that it may lawfully distribute such rights, the depositary will distribute warrants or other instruments in the discretion of the depositary representing such rights. However, if Sunrise does not timely furnish such evidence, the depositary may:

(i) sell such rights if practicable and distribute the net proceeds in the same manner as cash to the Sunrise ADS holders entitled thereto; or

(ii) if it is not practicable to sell such rights by reason of the non-transferability of the rights, limited markets therefor, their short duration or otherwise, do nothing and allow such rights to lapse, in which case Sunrise ADS holders will receive nothing and the rights may lapse. Sunrise has no obligation to file a registration statement under the Securities Act in order to make any rights available to Sunrise ADS holders.

•    Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary may either (i) distribute such securities or property in any manner it deems equitable and practicable or (ii) to the extent the depositary deems distribution of such securities or property not to be equitable and practicable, sell such securities or property and distribute any net proceeds in the same way it distributes cash.

•    Elective Distributions. In the case of a dividend payable at the election of Sunrise’s shareholders in cash or in additional Sunrise Class A Common Shares, Sunrise will notify the depositary at least thirty (30) days prior to the proposed distribution stating whether or not Sunrise wishes such elective distribution to be made available to Sunrise ADS holders. The depositary will make such elective distribution available to Sunrise ADS holders only if (i) Sunrise timely requests that the elective distribution is available to Sunrise ADS holders, (ii) the depositary determines that such distribution is reasonably practicable and (iii) the depositary receives satisfactory documentation within the terms of the deposit agreement including any legal opinions of counsel that the depositary in its reasonable discretion may request. If the above conditions are not satisfied, the depositary will, to the extent permitted by law, distribute to the Sunrise ADS holders, on the basis of the same determination as is made in the local market in respect of the Sunrise Class A Common Shares for which no election is made, either (x) cash or (y) additional Sunrise ADSs representing such additional Sunrise Class A Common Shares. If the above conditions are satisfied, the depositary will establish procedures to enable Sunrise ADS holders to elect the receipt of the proposed dividend in cash or in additional Sunrise ADSs. There can be no assurance that Sunrise ADS holders or beneficial owners of Sunrise ADSs generally, or any Sunrise ADS holder or beneficial owner of Sunrise ADSs in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Sunrise Class A Common Shares.

To the extent that the depositary determines in its discretion that any distribution would not be permissible by applicable law, rule or regulation, or is not otherwise practicable with respect to any or all Sunrise ADS holders, the depositary may in its discretion make such distribution as it so deems permissible and practicable, including the distribution of some or all of any cash, foreign currency, securities or other property (or appropriate documents evidencing the right to receive some or all of any such cash, foreign currency, securities or other property), or the depositary may retain and hold some or all of such cash, foreign currency, securities or other property as Deposited

Securities with respect to the Sunrise ADS holders’ ADSs (without liability for interest thereon or the investment thereof).

To the extent the depositary retains and holds any cash, foreign currency, securities or other property as permitted under the deposit agreement, any and all fees, charges and expenses related to, or arising from, the holding thereof (including, but not limited to those described under “Item 12D Fees payable by ADR holders” of the Annual Report on Form 20-F to which this exhibit is attached,) will be paid from such cash, foreign currency, securities or other property, or the net proceeds from the sale thereof, thereby reducing the amount so held.

Sales of Sunrise Class A Common Shares, other securities and property pursuant to the deposit agreement may be made in a block sale or single lot transaction by the depositary. The depositary will not be obligated to effect any sale of securities or property pursuant to the deposit agreement unless the securities to be sold are listed and publicly traded on a securities exchange or there is a public market for the property to be sold.

Any U.S. dollars will be paid via wire transfer or distributed by checks drawn on a bank in the U.S. for whole dollars and cents. Fractional cents will be withheld without liability and dealt with by the depositary in accordance with its then current practices.

The depositary is not responsible if it determines that any distribution or action is not lawful or not reasonably practicable. The depositary also has no obligation to register Sunrise ADSs, Sunrise Class A Common Shares, rights or other securities under the Securities Act or to take any other action to permit the distribution of Sunrise ADSs, Sunrise Class A Common Shares, rights or any other property to Sunrise ADS holders. This means that you may not receive the distributions Sunrise makes on the Sunrise Class A Common Shares or any value for them if Sunrise or the depositary determines that it is illegal or not practicable for Sunrise or the depositary to make them available to you.

There can be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period. All purchases and sales of securities will be handled by the depositary in accordance with its then current policies, which are currently set forth on the “Disclosures” page (or successor page) of www.adr.com (as updated by the depositary from time to time, “ADR.com”).

Deposit, Withdrawal and Cancellation

How does the depositary issue Sunrise ADSs?

The depositary will issue Sunrise ADSs if you or your broker deposit Sunrise Class A Common Shares or evidence of rights to receive Sunrise Class A Common Shares with the custodian and pay the fees and expenses owing to the depositary in connection with such issuance.

Sunrise Class A Common Shares deposited with the custodian must be accompanied by certain delivery documentation and will, at the time of such deposit, be registered in the name of JPMorgan Chase, as depositary for the benefit of Sunrise ADS holders or in such other name as the depositary will direct.

The custodian will hold all deposited Sunrise Class A Common Shares for the account and to the order of the depositary, in each case for the benefit of Sunrise ADS holders, to the extent not prohibited by applicable law. Sunrise ADS holders and beneficial owners thus have no direct ownership interest in the Sunrise Class A Common Shares and only have such rights as are contained in the deposit agreement. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited Sunrise Class A Common Shares.

Deposited Securities are not intended to, and will not, constitute proprietary assets of the depositary, the custodian or their nominees. Beneficial ownership in Deposited Securities is intended to be, and will at all times

during the terms of the deposit agreement continue to be, vested in the beneficial owners of the Sunrise ADSs representing such Deposited Securities. Notwithstanding anything else contained herein, in the deposit agreement, in the form of Sunrise ADR or in any outstanding Sunrise ADSs, the depositary, the custodian and their respective nominees are intended to be, and will at all times during the term of the deposit agreement be, the record holder(s) only of the Deposited Securities represented by the Sunrise ADSs for the benefit of the Sunrise ADS holders. The depositary, on its own behalf and on behalf of the custodian and their respective nominees, disclaims any beneficial ownership interest in the Deposited Securities held on behalf of the Sunrise ADS holders.

Upon each deposit of Sunrise Class A Common Shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue Sunrise ADSs in the name or upon the order of the person entitled thereto evidencing the number of Sunrise ADSs to which such person is entitled. All of the Sunrise ADSs issued will, unless specifically requested to the contrary, be part of the depositary’s direct registration system, and a registered holder will receive periodic statements from the depositary which will show the number of Sunrise ADSs registered in such holder’s name. A Sunrise ADS holder can request that the Sunrise ADSs not be held through the depositary’s direct registration system and that a certificated Sunrise ADR be issued.

How do Sunrise ADS holders cancel a Sunrise ADS and obtain Deposited Securities?

When you turn in your Sunrise ADR certificate at the depositary’s office, or when you provide proper instructions and documentation to your broker in the case of direct registration Sunrise ADSs, the depositary will, upon payment of applicable fees, charges and taxes, deliver the underlying Sunrise Class A Common Shares to you or, upon your written order, another person. Delivery of Deposited Securities in certificated form will be made at the custodian’s office. At your request, risk and expense, the depositary may deliver Deposited Securities, including certificates therefor, at a place other than the depositary’s office.

The depositary may only restrict the withdrawal of Deposited Securities in connection with:

•    temporary delays caused by closing Sunrise’s share register or those of the depositary or the deposit of Sunrise Class A Common Shares in connection with voting at a shareholders’ meeting, or the payment of dividends;

•    the payment of fees, taxes and similar charges; or

•    compliance with any U.S. or foreign laws or governmental regulations relating to the Sunrise ADSs or to the withdrawal of Deposited Securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Record Dates

The depositary may, after consultation with Sunrise if practicable, fix record dates (which, to the extent applicable, will be as near as practicable to any corresponding record dates set by Sunrise) for the determination of the registered Sunrise ADS holders who are entitled (or obligated, as the case may be):

•    to receive any distribution on or in respect of Deposited Securities,

•    to give instructions for the exercise of voting rights at a meeting of holders of Sunrise Class A Common Shares,

•    to pay any fees, expenses or charges assessed by, or owing to, the depositary for administration of the Sunrise ADS program as provided for in the Sunrise ADS, or

•    to receive any notice or to act in respect of other matters,

all subject to the provisions of the deposit agreement.

Voting Rights

How do I vote?

If you are a Sunrise ADS holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise the voting rights for the Sunrise Class A Common Shares underlying your Sunrise ADSs. As soon as practicable after receipt from Sunrise of notice (i) of any meeting at which the holders of Sunrise Class A Common Shares are entitled to vote, (ii) of the record date of such meeting, or (iii) of Sunrise’s solicitation of proxies from holders of Sunrise Class A Common Shares, the depositary will fix the Sunrise ADS record date in accordance with the provisions of the deposit agreement, provided that if the depositary receives a written request from Sunrise in a timely manner and at least thirty (30) days prior to the date of such vote or meeting, the depositary will, at Sunrise’s expense, distribute to the registered Sunrise ADS holders a “voting notice” stating (i) final information particular to such vote and meeting and any solicitation materials, (ii) that each Sunrise ADS holder on the record date set by the depositary will, subject to any applicable provisions of the laws of Switzerland and the Articles, be entitled to instruct the depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such holder’s Sunrise ADSs and (iii) the manner in which such instructions may be given, including instructions for giving a discretionary proxy to a person designated by Sunrise. Each Sunrise ADS holder will be solely responsible for the forwarding of voting notices to the beneficial owners of Sunrise ADSs registered in such Sunrise ADS holder’s name. There is no guarantee that Sunrise ADS holders and beneficial owners generally or any holder or beneficial owner in particular will receive the notice described above with sufficient time to enable such Sunrise ADS holder or beneficial owner to return any voting instructions to the depositary in a timely manner.

Following actual receipt by the Sunrise ADS department responsible for proxies and voting of Sunrise ADS holders’ instructions (including, without limitation, instructions of any entity or entities acting on behalf of the nominee for DTC), the depositary will, in the manner and on or before the time established by the depositary for such purpose, endeavor to vote or cause to be voted the Deposited Securities represented by the Sunrise ADSs in accordance with such instructions insofar as practicable and permitted under the provisions of or governing Deposited Securities.

Sunrise ADS holders are strongly encouraged to forward their voting instructions to the depositary as soon as possible. For instructions to be valid, the Sunrise ADS department of the depositary that is responsible for proxies and voting must receive them in the manner and on or before the time specified, notwithstanding that such instructions may have been physically received by the depositary prior to such time. The depositary will not itself exercise any voting discretion in respect of Deposited Securities. The depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any voting instructions are given, including instructions to give a discretionary proxy to a person designated by Sunrise, for the manner in which any vote is cast, including, without limitation, any vote cast by a person to whom the depositary is instructed to grant a discretionary proxy, or for the effect of any such vote. Notwithstanding anything contained in the deposit agreement or any Sunrise ADS, the depositary may, to the extent not prohibited by any law, rule or regulation, or by the rules, regulations or requirements of any stock exchange on which the Sunrise ADSs are listed, in lieu of distribution of the materials provided to the depositary in connection with any meeting of or solicitation of consents or proxies from holders of Deposited Securities, distribute to the registered Sunrise ADS holders a notice that provides such Sunrise ADS holders with or otherwise publicizes to such Sunrise ADS holders instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

For a discussion of Sunrise’s voting procedures pursuant to the laws of Switzerland and the Articles, see “Item 10.B.3—Voting Rights” above.

There is no guarantee that you will receive voting materials in time to instruct the depositary to vote and it is possible that you, or persons who hold their Sunrise ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

Payment of Taxes

Sunrise ADS holders or beneficial owners must pay any tax or other governmental charge payable by the custodian or the depositary on any Sunrise ADS or Sunrise ADR, Deposited Security or distribution. If any taxes or other governmental charges (including any penalties or interest) becomes payable by or on behalf of the custodian or the depositary with respect to any Sunrise ADS, any Deposited Securities represented by the Sunrise ADSs evidenced thereby or any distribution thereon, such tax or other governmental charge will be paid by the Sunrise ADS holder thereof to the depositary and by holding or owning, or having held or owned, a Sunrise ADS or, the Sunrise ADS holder and all beneficial owners thereof, and all prior Sunrise ADS holders and beneficial owners thereof, jointly and severally, agree to indemnify, defend and hold harmless each of the depositary and its agents in respect of such tax or governmental charge.

Neither the depositary, nor any of its agents, will be liable to holders or beneficial owners of the Sunrise ADSs for failure of any of them to comply with applicable tax laws, rules or regulations. Notwithstanding the depositary’s right to seek payment from current and former Sunrise ADS holders and beneficial owners, Sunrise ADS holder(s) and beneficial owner(s) (and all prior Sunrise ADS holder(s) and beneficial owner(s)) acknowledge and agree that the depositary has no obligation to seek payment of amounts owing for tax and other governmental charges from any current or former beneficial owner of Sunrise ADSs. If a Sunrise ADS holder owes any tax or other governmental charge, the depositary may (i) deduct the amount thereof from any cash distributions, or (ii) sell Deposited Securities (by public or private sale) and deduct the amount owing from the net proceeds of such sale. In either case the Sunrise ADS holder remains liable for any shortfall. If any tax or governmental charge is unpaid, the depositary may also refuse to effect any registration, registration of transfer, split-up or combination of Deposited Securities or withdrawal of Deposited Securities until such payment is made. If any tax or governmental charge is required to be withheld on any cash distribution, the depositary may deduct the amount required to be withheld from any cash distribution or, in the case of a non-cash distribution, sell the distributed property or securities (by public or private sale) in such amounts and in such manner as the depositary deems necessary and practicable to pay such taxes and distribute any remaining net proceeds or the balance of any such property after deduction of such taxes to the Sunrise ADS holders entitled thereto.

As a Sunrise ADS holder or beneficial owner, you will be agreeing to indemnify Sunrise, the depositary, its custodian and any of Sunrise’s or their respective officers, directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.

Reports and Other Communications

Will Sunrise ADS holders be able to view Sunrise’s reports?

The depositary will make available for inspection by Sunrise ADS holders at the offices of the depositary in the U.S. the deposit agreement, the provisions of or governing Deposited Securities, and any written communications from Sunrise which are both received by the custodian or its nominee as a holder of Deposited Securities and made generally available to the holders of Deposited Securities.

Additionally, if Sunrise makes any written communications generally available to holders of the Sunrise Class A Common Shares, and Sunrise furnishes copies thereof (or English translations or summaries) to the depositary, the depositary will distribute the same to registered Sunrise ADS holders.

Reclassifications, Recapitalizations and Mergers

If Sunrise takes certain actions that affect the Deposited Securities, including (i) any change in par value, split-up, consolidation, cancellation or other reclassification of Deposited Securities or (ii) any distributions of Sunrise Class A Common Shares or other property not made to Sunrise ADS holders or (iii) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of Sunrise’s assets, then the depositary may choose to, and will if reasonably requested by Sunrise:

•    amend the form of Sunrise ADR;

•    distribute additional or amended Sunrise ADSs;

•    distribute cash, securities or other property it has received in connection with such actions;

•    sell any securities or property received and distribute the proceeds as cash; or

•    none of the above.

If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part of the Deposited Securities and each Sunrise ADS will then represent a proportionate interest in such property.

Amendment and Termination

How may the deposit agreement be amended?

Sunrise may agree with the depositary to amend the deposit agreement and the Sunrise ADSs without your consent for any reason. Sunrise ADS holders must be given at least thirty (30) days’ notice of any amendment that imposes or increases any fees on a per Sunrise ADS basis, charges or expenses (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, the transaction fee per cancellation request (including any cancellation request made through SWIFT, facsimile transmission or any other method of communication described under “Item 12D Fees payable by ADR holders” of the Annual Report on Form 20-F to which this exhibit is attached, applicable delivery expenses or other such fees, charges or expenses), or otherwise prejudices any substantial existing right of Sunrise ADS holders or beneficial owners. If a Sunrise ADS holder continues to hold a Sunrise ADS after being so notified, such Sunrise ADS holder and any beneficial owner are deemed to agree to such amendment and to be bound by the deposit agreement as so amended. No amendment, however, will impair your right to surrender your Sunrise ADSs and receive the underlying securities, except in order to comply with mandatory provisions of applicable law.

Any amendments or supplements that (i) are reasonably necessary (as agreed by Sunrise and the depositary) in order for (a) the Sunrise ADSs to be registered on Form F-6 under the Securities Act or (b) the Sunrise ADSs or Sunrise Class A Common Shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Sunrise ADS holders, will be deemed not to prejudice any substantial rights of Sunrise ADS holders or beneficial owners. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations that would require amendment or supplement of the deposit agreement or the form of Sunrise ADR to ensure compliance therewith, Sunrise and the depositary may amend or supplement the deposit agreement and the form of Sunrise ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the deposit agreement in such circumstances may become effective before a notice of such amendment or supplement is given to Sunrise ADS holders or within any other period of time as required for compliance.

Notice of any amendment to the deposit agreement or the form of Sunrise ADRs will not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice will not render such notice invalid, provided, however, that, in each such case, the notice given to the Sunrise ADS holders identifies a means for Sunrise ADS holders and beneficial owners to retrieve or receive the text of such amendment (i.e., upon retrieval from the SEC’s, the depositary’s or Sunrise’s website or upon request from the depositary).

How may the deposit agreement be terminated?

The deposit agreement may be terminated at any time at Sunrise’s written direction. If Sunrise directs termination of the deposit agreement, the depositary will mail notice of such termination to the registered holders of the Sunrise ADSs at least thirty (30) days prior to the date fixed for termination in such notice. The depositary may also terminate the deposit agreement by mailing notice of such termination to the Sunrise ADS holders at least thirty (30) days prior to the date fixed for termination in such notice if (i) sixty (60) days have expired after the date on which the depositary provides notice of its resignation to Sunrise and a successor depositary is not operating under the deposit agreement, (ii) sixty (60) days have expired after the date on which Sunrise provides notice of removal to the depositary and a successor depositary is not operating under the deposit agreement, (iii) Sunrise is bankrupt, in liquidation proceedings or insolvent (iv)  the Sunrise Class A Common Shares cease to be listed on an internationally recognized securities exchange, (v) Sunrise effects (or will effect) a redemption of all or substantially all of the Deposited Securities, or a cash or share distribution representing a return of all or substantially all of the value of the Deposited Securities, (vi) there are no Deposited Securities with respect to Sunrise ADSs remaining, including if the Deposited Securities are cancelled, or the Deposited Securities have been deemed to have no value or (vii) there occurs a merger, consolidation, sale of assets or other transaction as a result of which securities or other property are delivered in exchange for or in lieu of Deposited Securities. Additionally, the depositary may immediately terminate the deposit agreement, without prior notice to Sunrise, any Sunrise ADS holder or beneficial owner or any other person if (a) required by any law, rule or regulation relating to sanctions by any governmental authority or body, (b) the depositary would be subject to liability under or pursuant to any law, rule or regulation or (c) required by any governmental authority or body, in each case as determined by the depositary in its reasonable discretion.

Effect of termination

After the termination date, the depositary and its agents will perform no further acts under the terminated deposit agreement and the Sunrise ADSs, except to receive and hold (or sell) distributions on Deposited Securities, deliver Deposited Securities being withdrawn and to take such actions as provided in the next two paragraphs, in each case subject to payment to the depositary of the applicable fees and expenses provided in the deposit agreement.

After the termination date, if the Deposited Securities are listed and publicly traded on a securities exchange and the depositary believes that it is able, permissible and practicable to sell the Deposited Securities without undue effort, then, the depositary may endeavor to publicly or privately sell (as long as it may lawfully do so) the Deposited Securities, which sale may be effected in a block sale or single lot transaction and, after the settlement of such sale(s), to the extent legally permissible and practicable, distribute or hold in an account (which may be a segregated or unsegregated account) the net proceeds of such sale(s), less any amounts owing to the depositary (including, without limitation, cancellation fees), together with any other cash then held by it under the terminated deposit agreement, in trust, without liability for interest, for the pro rata benefit of the Sunrise ADS holders entitled thereto. If the depositary sells the Deposited Securities, the depositary will be discharged from all, and cease to have any, obligations under the terminated deposit agreement and the related Sunrise ADSs after making such sale, except to account for such net proceeds and other cash.

However, if the Deposited Securities are not listed and publicly traded on a securities exchange after the termination date, or if, for any reason, the depositary does not sell the Deposited Securities, the depositary will use

its reasonable efforts to ensure that the Sunrise ADSs cease to be DTC eligible and that neither DTC nor any of its nominees will thereafter be a holder of the Sunrise ADSs. At such time as the Sunrise ADSs cease to be DTC eligible or neither DTC nor any of its nominees is a Sunrise ADS holder, to the extent Sunrise is not, to the depositary’s knowledge, insolvent or in bankruptcy or liquidation, the depositary will:

•    cancel all such outstanding Sunrise ADSs;

•    request DTC to provide the depositary with information on those holding such Sunrise ADSs through DTC and, upon receipt thereof, revise the Sunrise ADS register to reflect the information provided by DTC;

•    instruct its custodian to deliver all Deposited Securities to Sunrise, a subsidiary or an affiliate or registered office provider of Sunrise or an independent trust company engaged by Sunrise to hold those Deposited Securities in trust for the beneficial owners of the Sunrise ADSs if Sunrise is not permitted to hold any of the Deposited Securities under applicable law or Sunrise has directed the depositary to so deliver Deposited Securities accordingly; and

•    provide Sunrise with a copy of the Sunrise ADS register.

Upon receipt of any instrument of transfer covering such Deposited Securities and the Sunrise ADS register, Sunrise will be required to transfer or procure the transfer to the persons listed on the Sunrise ADS register of the Deposited Securities previously represented by the terminated Sunrise ADSs.

To the extent the depositary reasonably believes that Sunrise is insolvent, or if Sunrise is in receivership, has filed for bankruptcy or is otherwise in restructuring, administration or liquidation, and in any such case the Deposited Securities are not listed and publicly traded on a securities exchange after the termination date, or if, for any reason, the depositary believes it is not able to or cannot practicably sell the Deposited Securities promptly and without undue effort, the Deposited Securities will be deemed to have no value (and such Sunrise ADS holders will be deemed to have instructed the depositary that the Deposited Securities have no value). The depositary may, but will not be obligated to, and the Sunrise ADS holders irrevocably consent and agree that the depositary may, instruct its custodian to deliver all Deposited Securities to Sunrise (acting, as applicable by Sunrise’s administrator, receiver, administrative receiver, liquidator, provisional liquidator, restructuring officer, interim restructuring officer, trustee, controller or other entity overseeing the bankruptcy, insolvency, administration, restructuring or liquidation process) for no consideration. Subject to applicable law, Sunrise will promptly accept the surrender of the deposited Sunrise Class A Common Shares for no consideration and deliver to the depositary a written notice confirming (i) the acceptance of the surrender of the Deposited Securities for no consideration and (ii) the cancellation of such deposited Sunrise Class A Common Shares.

Thereafter, and irrespective of whether Sunrise has complied with the immediately preceding sentence, the depositary will notify Sunrise ADS holders that their Sunrise ADSs have been cancelled with no consideration being payable to them, and the depositary and its agents will be discharged from all, and cease to have any, obligations under the deposit agreement and the Sunrise ADSs.

After the termination date, Sunrise will be discharged from all obligations under the deposit agreement except for its obligations described under this heading “ —Effect of Termination” and its obligations to the depositary and its agents.

Limitations on Obligations and Liability to Sunrise ADS holders

Limits on Sunrise’s obligations and the obligations of the depositary; limits on liability to Sunrise ADS holders

Prior to the issue, registration, registration of transfer, split-up, combination or cancellation of any Sunrise ADSs, or the delivery of any distribution in respect thereof, and from time to time in the case of the production of proofs as described below, Sunrise or the depositary or its custodian may require:

•    payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration of transfers of Sunrise Class A Common Shares or other Deposited Securities upon any applicable register and (iii) any applicable fees and expenses described in the deposit agreement;

•    the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial or other ownership of, or interest in, any securities, compliance with applicable law, regulations, provisions of or governing Deposited Securities and terms of the deposit agreement and the Sunrise ADSs, as it may deem necessary or proper; and

•    compliance with such regulations as the depositary may establish consistent with the deposit agreement or as the depositary believes are required, necessary or advisable in order to comply with applicable laws, rules and regulations.

The issuance of Sunrise ADSs, the acceptance of deposits of Sunrise Class A Common Shares, the registration, registration of transfer, split-up or combination of Sunrise ADSs or the withdrawal and delivery of Deposited Securities may be suspended, generally or in particular instances, when the Sunrise ADS register or any register for Deposited Securities is closed or when any such action is deemed required, necessary or advisable by the depositary for any reason; provided that the ability to withdraw Sunrise Class A Common Shares may only be limited under the following circumstances: (i) temporary delays caused by closing transfer books of the depositary or Sunrise’s share register, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any laws or governmental regulations relating to Sunrise ADSs or to the withdrawal of Deposited Securities.

The deposit agreement expressly limits the obligations and liability of the depositary, the depositary’s custodian or Sunrise and each of Sunrise’s and their respective agents, provided, however, that no provision of the deposit agreement is intended to constitute a waiver or limitation of any rights that Sunrise ADS holders or beneficial owners may have under the Securities Act or the Exchange Act, to the extent applicable. The deposit agreement provides that each of Sunrise, the depositary and Sunrise’s respective agents will:

•    incur or assume no liability (including, without limitation, to holders or beneficial owners) if any present or future law, rule, regulation, fiat, order or decree of Switzerland, the U.S. or any other country or jurisdiction, or of any governmental or regulatory authority or securities exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of Sunrise’s charter, any act of God, war, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, cyber, ransomware or malware attack, computer failure or circumstance beyond Sunrise’s, the depositary’s or Sunrise’s respective agents’ direct and immediate control will prevent or delay, or will cause any of them to be subject to any civil or criminal penalty in connection with, any act which the deposit agreement or the Sunrise ADSs provide will be done or performed by Sunrise, the depositary or Sunrise’s respective agents (including, without limitation, voting);

•    incur or assume no liability (including, without limitation, to Sunrise ADS holders or beneficial owners) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the deposit agreement it is provided will or may be done

or performed or any exercise or failure to exercise discretion under the deposit agreement or the Sunrise ADSs including, without limitation, any determination that any distribution or action may be unlawful or not reasonably practicable;

•    incur or assume no liability (including, without limitation, to Sunrise ADS holders or beneficial owners) if it performs its obligations under the deposit agreement and Sunrise ADSs without gross negligence or willful misconduct;

•    in the case of the depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Sunrise ADSs;

•    be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or the Sunrise ADSs, which in Sunrise’s or its agents’, or the depositary’s and its agents, opinion, as the case may be, may involve Sunrise or the depositary, as applicable, in expense or liability, unless indemnity satisfactory to Sunrise, the depositary or their respective agents, as the case may be against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be requested;

•    not be liable (including, without limitation, to holders or beneficial owners) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, any accountant, any person presenting Sunrise Class A Common Shares for deposit, any registered holder of Sunrise ADSs, or any other person believed by it to be competent to give such advice or information or, in the case of the depositary, Sunrise; or

•    may rely and will be protected in acting upon any written notice, request, direction, instruction or document believed by it to be genuine and to have been signed, presented or given by the proper party or parties.

The depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the deposit agreement, any registered holder or Sunrise ADS holders or otherwise related to the deposit agreement or Sunrise ADSs to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The depositary will not be responsible for, and will incur no liability in connection with or arising from, the insolvency of any custodian that is not a branch or affiliate of JPMorgan Chase. Notwithstanding anything to the contrary contained in the deposit agreement or any Sunrise ADSs, the depositary will not be responsible for, and will incur no liability in connection with or arising from, any act or omission to act on the part of the custodian except to the extent that any registered Sunrise ADS holder has incurred liability directly as a result of the custodian having (i) committed fraud or willful misconduct in the provision of custodial services to the depositary or (ii) failed to use reasonable care in the provision of custodial services to the depositary as determined in accordance with the standards prevailing in the jurisdiction in which the custodian is located. Furthermore, the depositary will not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The depositary and the custodian(s) may use third-party delivery services and providers of information regarding matters such as, but not limited to, pricing, proxy voting, corporate actions, class action litigation and other services in connection with the Sunrise ADSs and the deposit agreement, and use local agents to provide services such as, but not limited to, attendance at any meetings of security holders of issuers. Although the depositary and the custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third-party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The depositary will not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor will it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale.

The depositary has no obligation to inform Sunrise ADS holders or beneficial owners about the requirements of the laws, rules or regulations or any changes therein or thereto of Switzerland, the U.S. or any other country or jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system.

Additionally, none of the depositary, the custodian or Sunrise, or any of their respective directors, officers, employees, agents or affiliates will be liable for the failure by any registered holder or beneficial owner of Sunrise ADSs to obtain the benefits of credits or refunds of non-U.S. tax paid against such Sunrise ADS holder’s or beneficial owner’s income tax liability. Neither the depositary, nor Sunrise, nor any of their respective agents, are under any obligation to provide the Sunrise ADS holders and beneficial owners, or any of them, with any information about Sunrise’s tax status. Neither the depositary nor Sunrise will incur any liability for any tax or tax consequences that may be incurred by registered Sunrise ADS holders or beneficial owners on account of their ownership or disposition of Sunrise ADSs.

Neither the depositary nor its agents will be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any voting instructions are given, including instructions to give a discretionary proxy to a person designated by Sunrise, for the manner in which any vote is cast, including, without limitation, any vote cast by a person to whom the depositary is instructed to grant a discretionary proxy, or for the effect of any such vote.

The depositary will endeavor to effect any sale of securities or other property and any conversion of currency, securities or other property, in each case as is referred to or contemplated in the deposit agreement or form of Sunrise ADR, in accordance with the depositary’s normal practices and procedures under the circumstances applicable to such sale or conversion, but will have no liability (in the absence of its own willful default or gross negligence or that of its agents, officers, directors or employees) with respect to the terms of any such sale or conversion, including the price at which such sale or conversion is effected, or if such sale or conversion is practicable, or is not believed, deemed or determined to be practicable by the depositary. Specifically, the depositary will not have any liability for the price received in connection with any public or private sale of securities (including, without limitation, for any sale made at a nominal price), the timing thereof or any delay in action or omission to act nor will it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale.

The depositary will not incur any liability in connection with or arising from any failure, inability or refusal by Sunrise or any other party, including any share registrar or other agent appointed by Sunrise, the depositary or any other party, to process any transfer, delivery or distribution of cash, the Sunrise Class A Common Shares, other securities or other property, including without limitation upon the termination of the deposit agreement, or otherwise to comply with any provisions of the deposit agreement.

The depositary may rely upon instructions from Sunrise or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The depositary will not incur any liability for the content of any information submitted to it by Sunrise or on its behalf for distribution to Sunrise ADS holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the deposit agreement or for the failure or timeliness of any notice from Sunrise. The depositary will not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the depositary or in connection with any matter arising wholly after the removal or resignation of the depositary. None of the depositary nor any of its agents, nor Sunrise, its directors, officers, employees, or agents will be liable to holders or beneficial owners of Sunrise ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity (including, without limitation holders or beneficial owners of Sunrise ADSs), whether or not foreseeable and regardless of the type of action in which such a claim may be brought.

The depositary and its agents may own and deal in any class of securities of Sunrise’s company and its affiliates and in Sunrise ADSs.

Disclosure of Interest in Sunrise ADSs

To the extent that the provisions of or governing any Deposited Securities may require disclosure of or impose limits on beneficial or other ownership of, or interest in, Deposited Securities, other shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, you as Sunrise ADS holders or beneficial owners agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable instructions Sunrise may provide in respect thereof.

Books of depositary

The depositary or its agent maintains a register for the registration, registration of transfer, combination and split-up of Sunrise ADSs, which register includes the depositary’s direct registration system. Registered Sunrise ADS holders may inspect such records at the depositary’s office at all reasonable times, but solely for the purpose of communicating with other Sunrise ADS holders in the interest of the business of Sunrise or a matter relating to the deposit agreement. Such register (or any portion thereof) may be closed at any time or from time to time, when deemed expedient by the depositary.

The depositary maintains facilities for the delivery and receipt of Sunrise ADSs.

Appointment

Under the deposit agreement, each registered holder of Sunrise ADSs and each beneficial owner, upon acceptance of any Sunrise ADSs (or any interest in any of them) issued in accordance with the terms and conditions of the deposit agreement is deemed for all purposes to:

•    be a party to and bound by the terms of the deposit agreement and the Sunrise ADSs,

•    appoint the depositary as its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the deposit agreement and the Sunrise ADSs, to adopt any and all procedures necessary to comply with applicable laws and to take such action as the depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the deposit agreement and the Sunrise ADSs, the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof; and

•    acknowledge and agree that (i) nothing in the deposit agreement or Sunrise ADS gives rise to a partnership or joint venture among the parties thereto, nor establish a fiduciary or similar relationship among such parties, (ii) the depositary, its divisions, branches and affiliates, and their respective agents, may from time to time be in the possession of non-public information about Sunrise, Sunrise ADS holders, beneficial owners or their respective affiliates, (iii) the depositary and its divisions, branches and affiliates may at any time have multiple banking relationships with Sunrise, Sunrise ADS holders, beneficial owners or the affiliates of any of them, (iv) the depositary and its divisions, branches and affiliates may, from time to time, be engaged in transactions in which parties adverse to Sunrise or Sunrise ADS holders or beneficial owners or their respective affiliates may have interests, (v) nothing contained in the deposit agreement or any Sunrise ADSs (A) preclude the depositary or any of its divisions, branches or affiliates from engaging in any such transactions or establishing or maintaining any such relationships, or (B) obligate the depositary or any of its divisions, branches or affiliates to disclose any such transactions or relationships or to account for any profit made or payment received in any such transactions or relationships, (vi) the depositary will not be deemed to have knowledge of any information held by any branch, division or affiliate of the depositary and (vii) notice to a Sunrise ADS holder will be deemed, for all purposes of the deposit agreement

and the Sunrise ADSs, to constitute notice to any and all beneficial owners of the Sunrise ADSs. For all purposes under the deposit agreement and the Sunrise ADSs, the Sunrise ADS holders thereof are deemed to have all requisite authority to act on behalf of any and all beneficial owners of the Sunrise ADSs.

Governing Law and Jurisdiction

The deposit agreement and the Sunrise ADSs are governed by and construed in accordance with the internal laws of the State of New York. In the deposit agreement, Sunrise has submitted to the non-exclusive jurisdiction of the courts of the State of New York and appointed an agent for service of process on Sunrise’s behalf. Any action based on either of the deposit agreement or the Sunrise ADSs or the transactions contemplated therein or thereby may also be instituted by the depositary against Sunrise in any competent court in Switzerland, the U.S. or any other court of competent jurisdiction.

Under the deposit agreement, by holding or owning a Sunrise ADS or an interest therein, Sunrise ADS holders and beneficial owners each irrevocably agree that any legal suit, action or proceeding against or involving Sunrise ADS holders or beneficial owners brought by Sunrise or the depositary, arising out of or based upon the deposit agreement, the Sunrise ADSs or the transactions contemplated thereby, may be instituted in a state or federal court in New York, New York, irrevocably waive any objection which you may have to the laying of venue of any such proceeding and irrevocably submit to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding.

By holding or owning a Sunrise ADS or an interest therein, Sunrise ADS holders and beneficial owners each also irrevocably agree that any legal suit, action or proceeding against or involving the depositary or Sunrise brought by Sunrise ADS holders or beneficial owners, arising out of or based upon the deposit agreement, the Sunrise ADSs or the transactions contemplated therein or thereby, including, without limitation, claims under the Securities Act, may be instituted only in the U.S. Court for the Southern District of New York (or in the state courts of New York County in New York) if either:

•    the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, or

•    the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable.

Jury Trial Waiver

Each party to the deposit agreement (including, for the avoidance of doubt, each holder and beneficial owner of, or holder of interests in, Sunrise ADSs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any suit, action or proceeding against the depositary or Sunrise directly or indirectly arising out of, based on or relating in any way to the Sunrise Class A Common Shares or other Deposited Securities, the Sunrise ADSs, the deposit agreement or any transaction contemplated therein, or the breach thereof (whether based on contract, tort, common law or any other theory), including any claim under the U.S. federal securities laws.

If Sunrise or the depositary were to oppose a jury trial demand based on such waiver, the court would determine whether the waiver was enforceable under the facts and circumstances of that case in accordance with applicable state and federal law, including whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. The waiver to right to a jury trial in the deposit agreement is not intended to be deemed a waiver by any holder or beneficial owner of Sunrise ADSs of Sunrise’s or the depositary’s compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder.

Document

Exhibit 4.8

PROJECT OMEGA

US$ 1,300,000,000 ADDITIONAL FACILITY AAA ACCESSION AGREEMENT

To:     The Bank of Nova Scotia as Facility Agent and Security Agent

From:    The persons listed in Schedule 1 to this Additional Facility AAA Accession Agreement (the “Additional Facility AAA Lenders”, such defined term to include any lender which becomes a New Lender in respect of Facility AAA, by the execution by the Facility Agent of a Transfer Agreement substantially in the form set out in Schedule 3A (Transfer Agreement) to this Additional Facility AAA Accession Agreement).

Date: 31 January 2025

Sunrise HoldCo III B.V. – Credit Agreement dated 16 January 2004 as amended from time to time (the “Credit Agreement”)

1.In this Additional Facility AAA Accession Agreement:

“Existing Interest Period” means the Interest Period which is current in respect of the outstanding Facility AX Advance as at the first Utilisation Date in respect of the Facility AAA Advance.

“Facility AAA” means the US$ 1,300,000,000 term loan facility made available under this Additional Facility AAA Accession Agreement.

“Facility AAA Advance” means each U.S. Dollar denominated advance made to Sunrise Financing by the Additional Facility AAA Lenders under Facility AAA.

“Facility AAA Commitment” means, in relation to an Additional Facility AAA Lender, the amount in U.S. Dollars set opposite its name under the heading “Facility AAA Commitment” in Schedule 1 (Additional Facility AAA Lenders and Commitments) of this Additional Facility AAA Accession Agreement and any such Facility AAA Commitment transferred to it or assumed by it under the Credit Agreement, in each case, to the extent not cancelled, reduced or transferred by it under this Additional Facility AAA Accession Agreement or the Credit Agreement.

“Facility AX Advance” means the Advance made to Sunrise Financing by the lenders under Facility AX (each as defined in the Additional Facility AX Accession Agreement dated 20 April 2021).

“Fee Letter” means the fee letter dated 27 January 2025 between Sunrise Financing, Sunrise HoldCo III B.V. and certain Mandated Lead Arrangers and Underwriters (each as defined therein).

“Liberty Global Reference Agreement” means any or all of:

(i)the credit agreement dated 5 March 2015 between, among others, Ziggo Secured Finance B.V. as SPV borrower and The Bank of Nova Scotia as facility agent;

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(ii)the credit agreement dated 24 May 2019 between, among others, DLG Acquisitions Limited as parent and National Westminster Bank plc as facility agent;

(iii)the credit agreement dated 7 June 2013 between, among others, Virgin Media Investment Holdings Limited as company and The Bank of Nova Scotia as facility agent;

(iv)the credit agreement dated 1 August 2007 between, among others, Telenet NV as borrower and The Bank of Nova Scotia as facility agent;

(v)the credit agreement dated 17 June 2021 between, among others, Virgin Media Ireland Limited as borrower and The Bank of Nova Scotia as facility agent;

(vi)the indenture dated 18 October 2017 in respect of the $550,000,000 5.500% senior notes due 2028 issued by Sunrise HoldCo IV B.V. (formerly UPC Holding B.V.);

(vii)the indenture dated 13 December 2017 in respect of the $1,000,000,000 5.500% senior secured notes due 2028 and €600,000,000 3.500% senior secured notes due 2028 issued by Telenet Finance Luxembourg Notes S.à r.l.;

(viii)the indenture dated 28 October 2019 in respect of $700,000,000 aggregate principal amount of 4.875% senior secured notes due 2030 and €502,500,000 aggregate principal amount of 2.875% senior secured notes due 2030 issued by Ziggo B.V.;

(ix)the facilities agreement dated 18 December 2020 between, among others, VZ Financing I B.V. as borrower, VZ Vendor Financing II B.V. as lender and The Bank of New York Mellon, London Branch acting as administrator, in respect of the advance of certain proceeds of the €700,000,000 aggregate principal amount of 2.875% vendor financing notes due 2029 issued by VZ Vendor Financing II B.V.;

(x)the indenture dated 8 November 2024 in respect of $575,000,000 aggregate principal amount of 6.125% senior notes due 2032 issued by Ziggo Bond Company B.V.;

(xi)the indenture dated 22 June 2020 in respect of €500,000,000 aggregate principal amount of 3.750% senior notes due 2030 issued by Virgin Media Finance plc;

(xii)the facilities agreement dated 24 June 2020 in respect of the advance of certain proceeds of the $500,000,000 aggregate principal amount of 5.000% vendor financing notes due 2028 issued by Virgin Media Vendor Financing Notes IV Designated Activity Company;

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(xiii)the indenture dated 29 June 2020 in respect of £450,000,000 aggregate principal amount of 4.125% senior secured notes due 2030 and $650,000,000 aggregate principal amount of 4.500% senior secured notes due 2030 issued by Virgin Media Secured Finance plc;

(xiv)the indenture dated 24 September 2020 in respect of £600,000,000 aggregate principal amount of 4.000% senior secured notes due 2029, €950,000,000 aggregate principal amount of 3.250% senior secured notes due 2031 and $1,350,000,000 aggregate principal amount of 4.250% senior secured notes due 2031 issued by VMED O2 UK Financing plc;

(xv)the indenture dated 20 January 2022 in respect of $1,525,000,000 aggregate principal amount of 5.000% sustainability-linked senior secured notes due 2032 and €750,000,000 aggregate principal amount of 3.500% sustainability-linked senior secured notes due 2032 issued by VZ Secured Financing B.V.;

(xvi)the indenture dated 3 April 2024 in respect of €600,000,000 aggregate principal amount of 5.625% senior secured notes due 2032 issued by VMED O2 UK Financing I plc; and

(xvii)the indenture dated 3 April 2024 in respect of $750,000,000 aggregate principal amount of 7.750% senior secured notes due 2032 issued by VMED O2 UK Financing I plc,

(in each case as amended from time to time up to the date of this Additional Facility AAA Accession Agreement).

“Majority Additional Facility AAA Lenders” means Additional Facility AAA Lenders, the aggregate of whose Facility AAA Commitments exceeds 50 per cent. of the Total Additional Facility AAA Commitments.

“Original Margin” means in relation to Facility AAA, 2.50 per cent. per annum.

“Sunrise Financing” means Sunrise Financing Partnership.

“Sunrise HoldCo III” means Sunrise HoldCo III B.V.

“Total Additional Facility AAA Commitments” means, at any time, the aggregate of the Facility AAA Commitments.

“Transformative Transaction” means any acquisition, investment, disposal or other transaction which is either not permitted by the Credit Agreement or, if permitted, is such that the Credit Agreement would not provide the Borrower Group with adequate flexibility for the continuation of its combined operations (as determined by Sunrise HoldCo III acting in good faith).

2.Unless otherwise defined in this Additional Facility AAA Accession Agreement, terms defined in the Credit Agreement shall have the same meaning in this Additional Facility AAA Accession Agreement and a reference to a Clause is a reference to a Clause of the Credit Agreement. The principles of construction set out in Clause 1.2 (Construction) of the Credit Agreement apply to this Additional Facility AAA

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Accession Agreement as though they were set out in full in this Additional Facility AAA Accession Agreement.

3.We refer to Clause 2.4 (Additional Facilities) of the Credit Agreement. This Additional Facility AAA Accession Agreement is an Additional Facility Accession Agreement for the purposes of the Credit Agreement.

4.This Additional Facility AAA Accession Agreement will take effect on the date on which the Facility Agent notifies Sunrise Financing, Sunrise HoldCo III and the Additional Facility AAA Lenders that it has received the documents and evidence set out in Schedule 2 (Conditions Precedent Documents) to this Additional Facility AAA Accession Agreement, in each case, in form and substance satisfactory to it (acting reasonably) or, as the case may be, the requirement to provide any such documents or evidence has been waived by the Facility Agent on behalf of the Majority Additional Facility AAA Lenders (the “Effective Date”). The Facility Agent must give this notification to Sunrise HoldCo III, Sunrise Financing and the Additional Facility AAA Lenders promptly upon being so satisfied.

5.We, the Additional Facility AAA Lenders, agree:

(a)to become party to and to be bound by the terms of the Credit Agreement as Lenders in accordance with Clause 2.4 (Additional Facilities) of the Credit Agreement; and

(b)to become party to the Intercreditor Agreement as Senior Lenders and to observe, perform and be bound by the terms and provisions of the Intercreditor Agreement in the capacity of Senior Lender, as if we had been an original party to the Intercreditor Agreement.

6.The Additional Facility Commitment in relation to an Additional Facility AAA Lender (for the purpose of the definition of Additional Facility Commitment in Clause 1.1 (Definitions) of the Credit Agreement) is its Facility AAA Commitment.

7.Any interest due in relation to Facility AAA will be payable on the last day of each Interest Period and otherwise in accordance with Clause 12 (Interest) of the Credit Agreement.

8.The Additional Facility Availability Period for Facility AAA shall be the period from and including the Effective Date to and including the date that is 45 Business Days thereafter (or any other date agreed between the Additional Facility AAA Lenders and Sunrise Financing). At the end of the Additional Facility Availability Period for Facility AAA, the Available Commitments in respect of Facility AAA shall automatically be cancelled and the Available Commitments in respect of Facility AAA for each Additional Facility AAA Lender shall automatically be reduced to zero.

9.Subject to the terms of this Additional Facility AAA Accession Agreement, the Additional Facility AAA Lenders make available to Sunrise Financing a term loan facility in an amount equal to the aggregate of the Total Additional Facility AAA Commitments. Facility AAA may be drawn by up to two Advances (or any other number of Advances agreed between the Additional Facility AAA Lenders and Sunrise Financing) and no more than two Requests (or any other number of Requests agreed

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between the Additional Facility AAA Lenders and Sunrise Financing) may be made in respect of Facility AAA under the Credit Agreement.

10.The first Interest Period to apply to each Facility AAA Advance will be a period running from the first Utilisation Date in respect of that Facility AAA Advance up to (and including), at the election of the Borrower:

(a)any date selected by the Borrower which is within six months of the first Utilisation Date;

(b)the last Business Day of the Existing Interest Period; or

(c)provided that the Existing Interest Period has less than one month until expiry (as at the first Utilisation Date), the date falling six months after the last Business Day of the Existing Interest Period.

11.Each Facility AAA Advance will be used for general corporate purposes and/or working capital purposes, including without limitation, the redemption, refinancing, repayment or prepayment of any existing indebtedness of the Borrower Group and/or the payment of any fees and expenses in connection with Facility AAA and the other transactions related thereto.

12.The Final Maturity Date in respect of Facility AAA will be 15 February 2032 or such other date agreed between the Additional Facility AAA Lenders and Sunrise Financing.

13.Each outstanding Facility AAA Advance will be repaid in full on the Final Maturity Date in respect of Facility AAA.

14.The Margin in relation to Facility AAA is the Original Margin subject to any adjustment made in accordance with paragraph 15 or such other rate agreed between the Additional Facility AAA Lenders and the Sunrise Financing.

15.

(a)Sunrise HoldCo III shall, on or prior to 30 September in each financial year, beginning with the financial year ending 31 December 2026 up to and including the financial year ending 31 December 2031:

(i)procure that the Sustainability Report in relation to the immediately preceding financial year is published on Sunrise’s website; or

(ii)deliver the Sustainability Report in relation to the immediately preceding financial year to the Facility Agent.

(b)From (and including) the date on which the Sustainability Report for any financial year (commencing with the Sustainability Report for the financial year ending 31 December 2025) has been published on Sunrise’s website or delivered to the Facility Agent, Sunrise HoldCo III shall supply to the Facility Agent, as soon as reasonably practicable (and, in any event, within 15 Business Days) after the Sustainability Report for the relevant financial year is published on Sunrise’s website or delivered to the Facility Agent:

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(i)an ESG Certificate signed by a director of Sunrise HoldCo III confirming whether the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI have been achieved for that financial year; and

(ii)an Auditor’s Report.

(c)The Original Margin shall be adjusted as follows:

(i)if no Single KPI Event has occurred and Sunrise HoldCo III has failed to deliver or publish (as the case may be) a Sustainability Report and/or the accompanying ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraphs (a) and (b) above, the Original Margin shall be increased by 0.0300 per cent. per annum from (and including) 1 October in that financial year (if Sunrise HoldCo III has failed to deliver or publish a Sustainability Report in accordance with paragraph (a) above) or the date falling 16 Business Days after the date on which the Sustainability Report has been published for that financial year (if the Sustainability Report has been delivered or published but Sunrise HoldCo III has failed to deliver an ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraph (b) above) until (but excluding) the date on which Sunrise HoldCo III has delivered or published a Sustainability Report and delivered an ESG Certificate and (if applicable) Auditor’s Report to the Facility Agent;

(ii)if a Single KPI Event has occurred and Sunrise HoldCo III has failed to deliver or publish (as the case may be) a Sustainability Report and/or the accompanying ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraphs (a) and (b) above, the Original Margin shall be increased by:

(A)if the Remaining KPI (as defined below) is the Women in Leadership Roles KPI or a Replacement KPI (as defined below) (either directly or, as a result of being a Replacement KPI in respect of any prior Replacement KPI, indirectly) in respect of the Women in Leadership Roles KPI, 0.0100 per cent. per annum; or

(B)if the Remaining KPI is the Science Based Target (Scope 1 and 2) KPI or a Replacement KPI (either directly or, as a result of being a Replacement KPI in respect of any prior Replacement KPI, indirectly) in respect of the Science Based Target (Scope 1 and 2) KPI, 0.0200 per cent. per annum,

in each case, from (and including) 1 October in that financial year (if Sunrise HoldCo III has failed to deliver or publish a Sustainability Report in accordance with paragraph (a) above) or the date falling 16 Business Days after the date on which the Sustainability Report has been published for that financial year (if the Sustainability Report has

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been delivered or published but Sunrise HoldCo III has failed to deliver an ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraph (b) above) until (but excluding) the date on which Sunrise HoldCo III has delivered or published a Sustainability Report and delivered an ESG Certificate and (if applicable) Auditor’s Report to the Facility Agent;

(iii)if no Single KPI Event has occurred and Sunrise HoldCo III has delivered or published (as the case may be) a Sustainability Report and the accompanying ESG Certificate and (if applicable) Auditor’s Report certifying that:

(A)both the Women in Leadership Roles KPI and the Science Based Target (Scope 1 and 2) KPI have been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0300 per cent. per annum;

(B)the Women in Leadership Roles KPI has been achieved but the Science Based Target (Scope 1 and 2) KPI has not been achieved, in each case for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0100 per cent. per annum;

(C)the Science Based Target (Scope 1 and 2) KPI has been achieved but the Women in Leadership Roles KPI has not been achieved, in each case for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0100 per cent. per annum;

(D)neither the Women in Leadership Roles KPI nor the Science Based Target (Scope 1 and 2) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0300 per cent. per annum,

in each case, from (and including) the date of delivery of the ESG Certificate and (if applicable) Auditor’s Report until (but excluding) the earlier of: (x) the date on which Sunrise HoldCo III has delivered or published a Sustainability Report for the next financial year in accordance with paragraph (a) above and delivered the accompanying ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraph (b) above; and (y) 1 October (if Sunrise HoldCo III has failed to deliver or publish a Sustainability Report in accordance with paragraph (a) above) or the date falling 16 Business Days after the date on which the next Sustainability Report has been published (if the Sustainability Report has been delivered or published but Sunrise

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HoldCo III has failed to deliver an ESG Certificate and (if applicable) Auditor’s Report in accordance with paragraph (b) above); or

(iv)if a Single KPI Event has occurred and Sunrise HoldCo III has delivered or published (as the case may be) a Sustainability Report and the accompanying ESG Certificate and (if applicable) Auditor’s Report certifying that:

(A)where the Remaining KPI is the Women in Leadership Roles KPI or a Replacement KPI (either directly or, as a result of being a Replacement KPI in respect of any prior Replacement KPI, indirectly) in respect of the Women in Leadership Roles KPI, such Remaining KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0100 per cent. per annum;

(B)where the Remaining KPI is the Science Based Target (Scope 1 and 2) KPI or a Replacement KPI (either directly or, as a result of being a Replacement KPI in respect of any prior Replacement KPI, indirectly) in respect of the Science Based Target (Scope 1 and 2) KPI, such Remaining KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be reduced by 0.0200 per cent. per annum;

(C)where the Remaining KPI is the Women in Leadership Roles KPI or a Replacement KPI (either directly or, as a result of being a Replacement KPI in respect of any prior Replacement KPI, indirectly) in respect of the Women in Leadership Roles KPI, such Remaining KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0100 per cent. per annum; or

(D)where the Remaining KPI is the Science Based Target (Scope 1 and 2) KPI or a Replacement KPI (either directly or, as a result of being a Replacement KPI in respect of any prior Replacement KPI, indirectly) in respect of the Science Based Target (Scope 1 and 2) KPI, such Remaining KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to, the Original Margin shall be increased by 0.0200 per cent. per annum,

in each case, from (and including) the date of delivery of the ESG Certificate and (if applicable) Auditor’s Report until (but excluding) the earlier of: (x) the date on which Sunrise HoldCo III has delivered or published a Sustainability Report for the next financial year in accordance with paragraph (a) above and delivered the accompanying

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ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraph (b) above; and (y) 1 October (if Sunrise HoldCo III has failed to deliver or publish a Sustainability Report in accordance with paragraph (a) above) or the date falling 16 Business Days after the date on which the next Sustainability Report has been published (if the Sustainability Report has been delivered or published but Sunrise HoldCo III has failed to deliver an ESG Certificate and (if applicable) Auditor’s Report in accordance with paragraph (b) above); and

(v)[reserved].

(d)Any savings achieved by way of a reduction to the Original Margin pursuant to paragraphs (c)(iii)(A), (c)(iii)(C), (c)(iv)(A) or (c)(iv)(B) above shall be reinvested (or committed to be reinvested) in further environmental, social and governance (or equivalent) projects or initiatives (as determined by Sunrise HoldCo III in its sole discretion) of the ESG Group from time to time.

(e)Sunrise HoldCo III shall include a statement in each ESG Certificate delivered to the Facility Agent in accordance with paragraph (b) above for any financial year in respect of which the Original Margin has been reduced pursuant to paragraphs (c)(iii)(A), (c)(iii)(C), (c)(iv)(A) or (c)(iv)(B) above confirming that it has reinvested (or has committed to reinvest) in accordance with paragraph (d) above any savings achieved by way of such a reduction to the Original Margin in that financial year pursuant to paragraphs (c)(iii)(A), (c)(iii)(C), (c)(iv)(A) or (c)(iv)(B) above.

(f)If either Sunrise HoldCo III and/or the Facility Agent (acting on the instructions of the Majority Additional Facility AAA Lenders), determines that the Women in Leadership Roles KPI and/or the Science Based Target (Scope 1 and 2) KPI and/or any Replacement KPI (as applicable) is no longer available, cannot be calculated, or is no longer appropriate with respect to the ESG Group (including but not limited to, as a result of material acquisitions, divestments, restructurings or other transactions) (an “Expired KPI”), such party may request, by written notice to the other parties supported with reasonable evidence why such negotiations should be initiated, that each such party shall negotiate in good faith with a view to agreeing:

(i)one or more relevant new target key performance indicators (each a “Replacement KPI”) to replace the Women in Leadership Roles KPI and/or the Science Based Target (Scope 1 and 2) KPI and/or any prior Replacement KPI (as applicable); and/or

(ii)appropriate amendments to the Women in Leadership Roles KPI and/or the Science Based Target (Scope 1 and 2) KPI and/or any prior Replacement KPI (as applicable); and/or

(iii)any amendments to this Additional Facility AAA Accession Agreement that are necessary, consequential or desirable in connection with the foregoing.

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(g)If Sunrise HoldCo III and the Facility Agent (acting on the instructions of the Majority Additional Facility AAA Lenders) agree on amendments to the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI and/or any Replacement KPI (as applicable), to make amendments to include a Replacement KPI and/or any necessary, consequential or desirable amendments, such amendments will take effect for the purposes of this Additional Facility AAA Accession Agreement from the start of the next applicable financial year unless otherwise agreed between Sunrise HoldCo III and the Facility Agent.

(h)If Sunrise HoldCo III has not engaged in negotiations (where applicable) or no agreement is reached between Sunrise HoldCo III and the Facility Agent (acting on the instructions of the Majority Additional Facility AAA Lenders) in relation to such Replacement KPI or such other amendments referred to in paragraph (f) above following a 60 day negotiation period, then either:

(i)if:

(A)one of the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI or any Replacement KPI remains available, can be calculated and is still appropriate with respect to the ESG Group (the “Remaining KPI”); and

(B)Sunrise HoldCo III elects by notice to the Facility Agent,

then Facility AAA shall continue to be a sustainability-linked financing but the Expired KPI shall no longer be required to be tested or reported on in accordance with this paragraph 15 (a “Single KPI Event”); or

(ii)in any other case, Facility AAA shall cease to be a sustainability linked-financing and any adjustment to the Original Margin in accordance with paragraph (c) above shall cease to apply from the end of the current financial year and the Original Margin shall apply without any such adjustment for the remaining life of Facility AAA.

(i)Sunrise HoldCo III shall, on or prior to 30 June 2025, finalise a Science Based Target (Scope 3) KPI and once such Science Based Target (Scope 3) KPI is finalised (irrespective of whether the Science Based Target (Scope 3) KPI is finalised by Sunrise HoldCo III prior to, on or after 30 June 2025), the Facility Agent (acting reasonably and in its sole discretion and, for the avoidance of doubt, without any requirement to consult with or seek any consent or instruction from the Lenders or any other Finance Party) shall consent to any amendments to this Additional Facility AAA Accession Agreement reasonably requested by Sunrise HoldCo III which are (in the sole discretion of Sunrise HoldCo III but having regard to the operation of this paragraph 15 as it applies to the Science Based Target (Scope 1 and 2) KPI as at the date immediately prior to implementation of any amendments consented to by the Facility Agent pursuant to this paragraph (i)) necessary, consequential or desirable to give effect to the Science Based Target (Scope 3) KPI Margin Adjustment, provided

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that it is hereby acknowledged that the amendments detailed in this paragraph (i) shall also include any amendments which are (in the sole discretion of Sunrise HoldCo III) necessary, consequential or desirable to ensure that, following the execution of the amendments referred to in this paragraph (i), Sunrise HoldCo III shall only be able to elect that Facility AAA continues to be a sustainability-linked financing if there are at least two Remaining KPIs (which for this purpose shall be deemed to also include the Science Based Target (Scope 3) KPI).

(j)Notwithstanding any other term of the Finance Documents, failure to:

(i)achieve the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI and/or any Replacement KPI in any financial year;

(ii)deliver an ESG Certificate;

(iii)reinvest or commit to reinvest any Original Margin savings in accordance with paragraph (d) of this paragraph 15 or make any confirmation in relation to the same in accordance with paragraph (e) of this paragraph 15;

(iv)publish or deliver (as the case may be) a Sustainability Report and/or an Auditor’s Report;

(v)introduce or finalise the Science Based Target (Scope 3) KPI and/or execute such amendments to this Additional Facility AAA Accession Agreement which are necessary, consequential or desirable to give effect to the Science Based Target (Scope 3) KPI Margin Adjustment and/or the introduction or finalisation of the Science Based Target (Scope 3) KPI; and/or

(vi)comply with any other provision of this paragraph 15,

shall not constitute a breach of any representation and warranty or undertaking in the Finance Documents and shall not result in the occurrence of a Default or an Event of Default (and shall have no effect other than as set out in this paragraph 15).

(vii)For the purposes of this paragraph 15:

“Auditor’s Report” means a report or letter prepared by a Sustainability Auditor which contains a statement of limited assurance with regards to the satisfaction of the Science Based Target (Scope 1 and 2) KPI, the Women in Leadership Roles KPI and/or any Replacement KPI for the relevant financial year or the numbers used in the computation of the Science Based Target (Scope 1 and 2) KPI, the Women in Leadership Roles KPI and/or any Replacement KPI, provided that if the Sustainability Report for that financial year contains such statement of limited assurance, then the Sustainability Report will be deemed to constitute the Auditor’s Report for that financial year.

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“ESG Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of ESG Certificate) with such changes as may be agreed between Sunrise HoldCo III and the Facility Agent.

“ESG Group” means (i) the Reporting Entity and its relevant Subsidiaries (as determined by Sunrise HoldCo III (acting in its sole discretion)) from time to time and (ii) any other person in respect of which the Reporting Entity has a direct or indirect ownership interest as may be designated for inclusion or exclusion by Sunrise HoldCo III (acting in its sole discretion) from time to time, in each case as applicable for the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI, the Science Based Target (Scope 3) KPI and/or any Replacement KPI.

“Leadership Role” means senior managers, senior directors, vice presidents and executive committee members, and any other individuals that hold a role rated level 5 or above in respect of the ESG Group’s management level structure from time to time.

“Margin” means the Original Margin subject to any adjustment made in accordance with paragraph 15.

“Science Based Target (Scope 1 and 2) KPI” means, in respect of any financial year, a percentage reduction in the aggregate scope 1 and scope 2 greenhouse gas emissions of the Science Based Target (Scope 1 and 2) Model Group (on a combined basis), as compared to the Science Based Target (Scope 1 and 2) Model Baseline, which is equal to or greater than the percentage set out in column two of the table below for that financial year, in either case as may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent to align with the final Science Based Target (Scope 1 and 2) Model and/or any internal annual targets of Sunrise HoldCo III from time to time.

Year<br>(1)	Cumulative Reduction<br>(2)
Financial year ending 31 December 2025	22%
Financial year ending 31 December 2026	27%
Financial year ending 31 December 2027	32%
Financial year ending 31 December 2028	36%
Financial year ending 31 December 2029	41%
Financial year ending 31 December 2030	46%

“Science Based Target (Scope 1 and 2) Model” means the model submitted to the Science Based Targets initiative on or prior to 30 June 2024 and once such model is agreed with the Science Based Targets initiative, that model as agreed and/or updated from time to time (including as updated by Sunrise HoldCo III to reflect any changes in calculation methodology that arise as a result of the

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adoption by Sunrise HoldCo III (or any other member of the ESG Group) of (in the reasonable opinion of Sunrise HoldCo III) more accurate calculation methodologies).

“Science Based Target (Scope 1 and 2) Model Baseline” means the aggregate scope 1 and scope 2 greenhouse gas emissions of the Science Based Target (Scope 1 and 2) Model Group (on a combined basis) for the financial year ending 31 December 2022, being 2,637 tCO2e as may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent to align with the final Science Based Target (Scope 1 and 2) Model and/or any internal annual targets of Sunrise HoldCo III from time to time.

“Science Based Target (Scope 1 and 2) Model Group” means the members of the ESG Group that are set out in the Science Based Target (Scope 1 and 2) Model.

“Science Based Target (Scope 3)” means, in respect of any financial year, the agreed percentage reduction in scope 3 greenhouse gas emissions (or certain categories of scope 3 greenhouse gas emissions) of the Science Based Target (Scope 3) Model Group (on a combined basis) from the Science Based Target (Scope 3) Model Baseline that is required to be met to achieve the Science Based Target (Scope 3) KPI for that financial year.

“Science Based Target (Scope 3) KPI” means a key performance indicator relating to the reduction in scope 3 greenhouse gas emissions (or certain categories of scope 3 greenhouse gas emissions) of the Science Based Target (Scope 3) Model Group (on a combined basis), as compared to the Science Based Target (Scope 3) Model Baseline, which aligns with (i) the Science Based Target (Scope 3) Model and/or (ii) any internal annual targets of Sunrise HoldCo III, and which is advised by Sunrise HoldCo III to the Facility Agent from time to time, provided that it is consistent with that included as the “Science Based Target (Scope 3) KPI” in the Credit Agreement for the purposes of the Revolving Facility at such time, and as may be subsequently adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent to align with the final Science Based Target (Scope 3) Model and/or any internal annual targets of Sunrise HoldCo III from time to time.

“Science Based Target (Scope 3) KPI Margin Adjustment” means:

(i)if the Science Based Target (Scope 3) KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to and/or Sunrise HoldCo III has failed to deliver or publish (as the case may be) a Sustainability Report and/or the accompanying ESG Certificate and/or (if applicable) Auditor’s Report in accordance with paragraphs (a) and (b) of paragraph 15, the Margin shall (after taking into account any adjustment made to the Original Margin pursuant to paragraph 15 as it applies as at the date immediately prior to implementation of any amendments consented to by the Facility Agent pursuant to paragraph (i) of

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paragraph 15) be increased by 0.0200 per cent. per annum, provided that Sunrise HoldCo III may, prior to the implementation of any amendments made to this Additional Facility AAA Accession Agreement pursuant to paragraph (i) of paragraph 15, elect that if the Science Based Target (Scope 3) KPI has not been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to but the reduction in scope 3 greenhouse gas emissions (or, as applicable, certain categories of scope 3 greenhouse gas emissions) for the relevant financial year are less than or equal to a certain per cent. (such per cent. to be notified by Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent prior to the implementation of any amendments made to this Additional Facility AAA Accession Agreement pursuant to paragraph (i) of paragraph 15) less than the Science Based Target (Scope 3) for such financial year and Sunrise HoldCo III has delivered or published (as the case may be) a Sustainability Report and the accompanying ESG Certificate and (if applicable) Auditor’s Report in accordance with paragraphs (a) and (b) of paragraph 15, the Margin shall (after taking into account any adjustment made to the Original Margin pursuant to paragraph 15 as it applies as at the date immediately prior to implementation of any amendments consented to by the Facility Agent pursuant to paragraph (i) of paragraph 15) not be adjusted; or

(ii)if the Science Based Target (Scope 3) KPI has been achieved for the financial year that the Sustainability Report, ESG Certificate and (if applicable) Auditor’s Report relate to and Sunrise HoldCo III has delivered or published (as the case may be) a Sustainability Report and the accompanying ESG Certificate and (if applicable) Auditor’s Report in accordance with paragraphs (a) and (b) of paragraph 15, the Margin shall (after taking into account any adjustment made to the Original Margin pursuant to paragraph 15 as it applies as at the date immediately prior to implementation of any amendments consented to by the Facility Agent pursuant to paragraph (i) of paragraph 15) be reduced by 0.0200 per cent. per annum; or

(iii)such other adjustment, in relation to the Science Based Target (Scope 3) KPI, to the Original Margin as agreed between the Facility Agent (acting on the instructions of the Majority Additional Facility AAA Lenders) and Sunrise HoldCo III.

“Science Based Target (Scope 3) Model” means the model to be submitted to the Science Based Targets initiative by Sunrise HoldCo III on or prior to 30 June 2024 (which may be in the form of the Science Based Target (Scope 1 and 2) Model, with such amendments (as applicable) as determined by Sunrise HoldCo III (acting in its sole discretion)) and once such model is agreed with the Science Based Targets initiative, that model as agreed and/or updated from time to time (including as updated by Sunrise HoldCo III to reflect any changes in calculation methodology that arise as a result of the adoption by Sunrise

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HoldCo III (or any other member of the ESG Group) of (in the reasonable opinion of Sunrise HoldCo III) more accurate calculation methodologies).

“Science Based Target (Scope 3) Model Baseline” means the scope 3 greenhouse gas emissions of the Science Based Target (Scope 3) Model Group (on a combined basis) for a financial year to be selected by Sunrise HoldCo III, as such may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent to align with the final Science Based Target (Scope 3) Model and/or any internal annual targets of Sunrise HoldCo III from time to time.

“Science Based Target (Scope 3) Model Group” means the members of the ESG Group that are set out in the Science Based Target (Scope 3) Model.

“Sustainability Auditor” means a third-party auditor, environmental consultant, independent ratings agency or industry professional, in each case, of international repute or national repute in Switzerland, any member state of the European Union, the United States or the United Kingdom appointed by Sunrise HoldCo III (or its Affiliates) in its sole discretion from time to time.

“Sustainability Report” means:

(i)the annual corporate responsibility summary report relating to, amongst other things, the annual sustainability report issued by the ESG Group or an integrated financial and non-financial management report issued by the ESG Group (or such other sustainability and/or corporate responsibility report relating to the ESG Group) containing the data relevant to the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI and (if applicable) any Replacement KPI, and published on Sunrise’s website or delivered to the Facility Agent; or

(ii)if the data directly used to ascertain whether the Women in Leadership Roles KPI, the Science Based Target (Scope 1 and 2) KPI and/or any Replacement KPI (if applicable) has been achieved for a financial year is contained in the financial statements delivered pursuant to Clause 21 (Undertakings) of the Credit Agreement for that financial year, the financial statements for such financial year delivered pursuant to Clause 21 (Undertakings) of the Credit Agreement.

“Women in Leadership Roles KPI” means for the relevant financial year in column one of the table below, the number of women in a Leadership Role as a per cent. of all Leadership Roles is equal to or greater than the percentage set out in column two of the table below, as may be adjusted by notice from Sunrise HoldCo III (acting in its sole discretion) to the Facility Agent from time to time:

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Year<br>(1)	Women in Leadership Roles <br>(2)
Financial year ending 31 December 2025	18.1%
Financial year ending 31 December 2026	19.3%
Financial year ending 31 December 2027	20.5%
Financial year ending 31 December 2028	21.8%
Financial year ending 31 December 2029	23.0%
Financial year ending 31 December 2030	25.0%

16.Notwithstanding anything to the contrary in any Finance Document, an amendment or waiver to the margin ratchet provisions in paragraph 15 of this Additional Facility AAA Accession Agreement shall only require the prior consent of Sunrise Financing and the Facility Agent (acting on the instructions of the Majority Additional Facility AAA Lenders).

17.The Borrower in relation to Facility AAA is Sunrise Financing.

18.Facility AAA is made available as a term loan.

19.Each Facility AAA Advance shall be a Term Rate Advance under the Credit Agreement and all provisions applying to Term Rate Advances shall apply to Facility AAA Advances. The interest rate for Facility AAA will be calculated in accordance with paragraph (c) of Clause 12.1 (Calculation of Interest – Term Rate Advances) of the Credit Agreement, being the sum of the applicable Term Reference Rate and the applicable Margin. The Reference Rate Terms set out in Part 3: Term Rate Advance – US Dollar of Schedule 13 (Reference Rate Terms) shall apply to Facility AAA provided that no Credit Adjustment Spread shall apply. For the avoidance of doubt, each party to this Additional Facility AAA Accession Agreement accepts and acknowledges that if, at the time of calculation, the Term Reference Rate as specified in Part 3: Term Rate Advance – US Dollar of Schedule 13 (Reference Rate Terms) is determined to be below zero per cent., then such Term Reference Rate will be deemed to be zero per cent.

20.Each Facility AAA Advance shall be issued at 99.75% of par provided that no original issue discount shall be payable on any Facility AAA Advance arising from an increase in the Facility AAA Commitments effected in accordance with paragraph 2 (OID Fees Funding) of the Fee Letter.

21.If on or prior to the date falling 6 months after the first Utilisation Date in relation to Facility AAA (but not otherwise) Sunrise Financing:

(a)makes any prepayment of Facility AAA in connection with any Repricing Transaction (as defined below) other than where such prepayment is funded by the issuance of notes by any member of the Borrower Group or a special purpose vehicle which on-lends the proceeds of such notes to a member of the Borrower Group; or

(b)effects any amendment of this Additional Facility AAA Accession Agreement or the Credit Agreement resulting in a Repricing Transaction, other than, for the avoidance of doubt, any amendments contemplated by Schedule 7 (Additional Amendments, Waivers, Consents and Other Modifications), Schedule 8 (Fourth Amendments, Waivers, Consents and Other Modifications),

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Schedule 9 (Fifth Amendments, Waivers, Consents and Other Modifications), Schedule 10 (Sixth Amendments, Waivers, Consents and Other Modifications), Schedule 11 (Seventh Amendments, Waivers, Consents and Other Modifications), Schedule 12 (Eighth Amendments, Waivers, Consents and Other Modifications), Schedule 13 (Ninth Amendments, Waivers, Consents and Other Modifications) and/or Schedule 14 (Tenth Amendments, Waivers, Consents and Other Modifications) of this Additional Facility AAA Accession Agreement (the “Approved Amendments”) resulting in a Repricing Transaction,

Sunrise Financing shall, in each case, pay to the Facility Agent, for the account of each applicable Additional Facility AAA Lender:

(c)in the case of paragraph (a) above, a prepayment fee equal to 1.00 per cent. flat on the amount of that Additional Facility AAA Lender’s Facility AAA Advances which are prepaid and such prepayment fee shall be due and payable on the date of such prepayment; and

(d)in the case of paragraph (b) above, a prepayment fee equal to 1.00 per cent. flat on the aggregate amount of the Facility AAA Advances of each Additional Facility AAA Lender that shall have been the subject of a mandatory assignment under the Credit Agreement following the failure of such Additional Facility AAA Lender to consent to such amendment on or prior to the date falling 6 months after the first Utilisation Date in relation to Facility AAA and such prepayment fee shall be due and payable on the effective date of such assignment.

In this paragraph:

“Repricing Transaction” means the prepayment or refinancing of all or a portion of the Facility AAA Advances with any long term bank debt financing incurred for the primary purpose of repaying, refinancing, substituting or replacing the Facility AAA Advances which have (or any amendment to this Additional Facility AAA Accession Agreement or the Credit Agreement which results in) an effective interest cost or weighted average yield (as determined by the Facility Agent consistent with generally accepted financial practice and, in any event, excluding any arrangement or commitment fees in connection therewith) that is less than the interest rate for or weighted average yield (as determined by the Facility Agent (acting reasonably) on the same basis) of the Facility AAA Advances (other than in connection with a Change of Control, an initial public offering or a Transformative Transaction).

22.

(a)Provided that any upsizing of Facility AAA permitted under this paragraph will not breach any term of the Credit Agreement, Facility AAA may be upsized by any amount, by the signing of one or more further Additional Facility AAA Accession Agreements, that specify (along with the other terms specified therein) Sunrise Financing as the sole Borrower and which specify Facility AAA Commitments denominated in U.S. Dollars, to be drawn in U.S. Dollars, with the same Final Maturity Date and Margin as specified in this Additional Facility AAA Accession Agreement.

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(b)For the purposes of this paragraph 27 (unless otherwise specified), references to Facility AAA Advances shall include Advances made under any such further and previous Additional Facility AAA Accession Agreement.

(c)Where any Facility AAA Advance has not already been consolidated with any other Facility AAA Advance, on the last day of any Interest Period for that unconsolidated Facility AAA Advance, that unconsolidated Facility AAA Advance will be consolidated with any other Facility AAA Advance which has an Interest Period ending on the same day as that unconsolidated Facility AAA Advance, and all such Facility AAA Advances will then be treated as one Facility AAA Advance.

23.For the purposes of any amendment or waiver, consent or other modification (including, with respect to any existing Default or Event of Default) that may be sought by Sunrise HoldCo III and Sunrise Financing under the Credit Agreement or any other Finance Document on or after the date of this Additional Facility AAA Accession Agreement, each Additional Facility AAA Lender hereby consents (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates or Related Funds that are Hedge Counterparties or a Lender under a Revolving Facility or an Additional Revolving Facility consent (in their capacity as Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving Facility, as applicable) to any and all of the following:

(a)any and all amendments contemplated by the Approved Amendments;

(b)any consequential amendment, waiver, consent or other modification, whether effected by one instrument or through a series of amendments, to the Credit Agreement or any other Finance Document to be made either to implement the Approved Amendments or to conform any Finance Document to the Approved Amendments; and/or

(c)any other amendment, waiver, consent or modification, whether effected by one instrument or through a series of amendments, to the Credit Agreement or any other Finance Document to be made to conform any Finance Document to any Liberty Global Reference Agreement provided that any amendment, waiver, consent or modification to conform the Credit Agreement or any other Finance Document to any Liberty Global Reference Agreement referred to at paragraphs (vi) to (xiv) (inclusive) of that definition shall be limited to those that are mechanical in nature unless specifically referenced in the Approved Amendments, and, in each case, any consequential amendments, waivers, consents or modifications,

and this Additional Facility AAA Accession Agreement shall constitute each Additional Facility AAA Lenders’ irrevocable and unconditional written consent (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty) and the agreement of each Additional Facility AAA Lender to procure, unless it is prohibited from doing so, that each of its Affiliates and Related Funds that is a Lender under a Revolving Facility or an Additional Revolving Facility or a Hedge Counterparty provides irrevocable and unconditional written consent in that capacity in respect of such amendments, waivers, consents or other modifications to the Finance Documents for the purposes of Clause 29 (Amendments and Waivers) of the Credit Agreement, Clause 28 (Consents, Amendments and Override) of the Intercreditor Agreement, and any clause in any other Finance Document relating to amendments of

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that Finance Document without any further action required on the part of any party thereto.

24.Each Additional Facility AAA Lender hereby acknowledges and agrees (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates or Related Funds that are Hedge Counterparties or a Lender under a Revolving Facility or an Additional Revolving Facility acknowledge and agree (in their capacity as Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving Facility, as applicable) that the Facility Agent and/or the Security Agent (as applicable) may, but shall not be required to, send to the Additional Facility AAA Lenders any further formal amendment request in connection with all, or any of the proposed amendments set out under paragraph 28 above and the Facility Agent and/or the Security Agent (as applicable) shall be authorised to consent on behalf of each Additional Facility AAA Lender, as a Lender under one or more Facilities and as a Hedge Counterparty under the Intercreditor Agreement, to any such proposed amendments set out under paragraph 28 above (and the Facility Agent and/or the Security Agent shall be authorised to enter into any necessary documentation in connection with the same), and such consent shall be taken into account in calculating whether the Majority Lenders, or the relevant requisite Lenders, or the Hedge Counterparties have consented to the relevant amendments and/or waivers or other modifications to the Finance Documents in accordance with Clause 29 (Amendments and Waivers) of the Credit Agreement, Clause 28 (Consents, Amendments and Override) of the Intercreditor Agreement, and any clause relating to amendments in any other Finance Document.

25.Each Additional Facility AAA Lender hereby waives (in the capacity of a Lender and, if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates or Related Funds that are Hedge Counterparties or a Lender under a Revolving Facility or an Additional Revolving Facility waive (in their capacity as Hedge Counterparties or Lenders under a Revolving Facility or an Additional Revolving Facility, as applicable) receipt of any fee in connection with the foregoing consents, notwithstanding that other consenting Lenders under the Credit Agreement or Hedge Counterparties under the Intercreditor Agreement may be paid a fee in consideration of such Lenders' or Hedge Counterparties’ consent to any or all of the foregoing amendments, waivers, consents or other modifications.

26.Each Additional Facility AAA Lender confirms to each other Finance Party that:

(a)it has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and such Obligor’s related entities in connection with its participation in Facility AAA being made available pursuant to this Additional Facility AAA Accession Agreement and has not relied on any information provided to it by any other Finance Party in connection with any Finance Document; and

(b)it will continue to make its own independent appraisal of the creditworthiness of each Obligor and such Obligor’s related entities while any amount is or may be outstanding under the Credit Agreement or any Additional Facility Commitment is in force.

27.Each of the Additional Facility AAA Lenders agrees that it will not, without the prior written consent of Sunrise HoldCo III (acting in its sole discretion), effect any transfer, novation, assignment or Sub-participation of any of its rights, benefits or obligations in respect of any Facility AAA Commitment under this Additional Facility AAA Accession Agreement prior to the date that such Facility AAA Commitment has been

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utilised unless such transfer, novation, assignment or Sub-participation is to an Affiliate of that Additional Facility AAA Lender provided that in each case:

(a)(save for in respect of Sub-participations) such Affiliate has at least equivalent creditworthiness as the transferring Additional Facility AAA Lender;

(b)no such transfer, novation, assignment or Sub-participation shall reallocate, reduce or release any Additional Facility AAA Lender’s obligation to fund its entire Facility AAA Commitment as at the date of this Additional Facility AAA Accession Agreement by the required time on each Utilisation Date in the event that any transferee or assignee (or any subsequent transferee or assignee) fails to do so; and

(c)each Additional Facility AAA Lender shall retain exclusive control over all rights and obligations with respect to its Facility AAA Commitments as at the date of this Additional Facility AAA Accession Agreement (including, without limitation, all rights with respect to waivers, consents, modifications, amendments and confirmations in relation to the Finance Documents) until after the date that they are utilised, notwithstanding any such transfer, novation, assignment or Sub-participation.

28.Each of the Additional Facility AAA Lenders agrees that without prejudice to Clause 30.4 (Procedure for novations) of the Credit Agreement, each New Lender (as defined in the relevant Transfer Agreement referred to below) shall become, by the execution by the Facility Agent of a Transfer Agreement substantially in the form set out in Schedule 3A (Transfer Agreement) to this Additional Facility AAA Accession Agreement, bound by the terms of this Additional Facility AAA Accession Agreement as if it were an original party hereto as an Additional Facility AAA Lender and shall acquire the same rights, grant the same consents and assume the same obligations towards the other parties to this Additional Facility AAA Accession Agreement as would have been acquired, granted and assumed had the New Lender been an original party to this Additional Facility AAA Accession Agreement as an Additional Facility AAA Lender.

29.We, the Additional Facility AAA Lenders, acknowledge and agree that the Lender Asset Security Release Confirmation has been delivered by the Facility Agent to the Lenders and that the Security Agent is therefore irrevocably authorised in accordance with Clause 21.28(a) (Asset Security Release) of the Credit Agreement to execute such documents as may be required to ensure that the Security (other than (a) any Security required to be granted under paragraph (b)(ii) of the definition of “80% Security Test” and (b) any Security provided over any account in connection with a Borrower providing cash cover for a Documentary Credit or an Ancillary Facility pursuant to Clause 6.9(a) (Cash Cover by Borrower) and Clause 1.2(a)(iv) (Construction) of the Credit Agreement) is released.

30.The Facility Office and address for notices of each Additional Facility AAA Lender for the purposes of Clause 37.2 (Addresses for notices) of the Credit Agreement will be that notified by each Additional Facility AAA Lender to the Facility Agent.

31.This Additional Facility AAA Accession Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

32.Clause 39 (Jurisdiction) of the Credit Agreement is incorporated into this Additional Facility AAA Accession Agreement as if set out in full and as if references in that

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clause to a “Finance Document” are references to this Additional Facility AAA Accession Agreement.

33.This Additional Facility AAA Accession Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart signature page of this Additional Facility AAA Accession Agreement by e­mail (PDF) or telecopy shall be as effective as delivery of a manually executed counterpart of this Additional Facility AAA Accession Agreement.

34.This Additional Facility AAA Accession Agreement is a Creditor Accession Undertaking as defined in the Intercreditor Agreement.

THIS ADDITIONAL FACILITY AAA ACCESSION AGREEMENT is executed and delivered as a Deed on the date stated at the beginning of this Additional Facility AAA Accession Agreement.

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Schedule 1 ADDITIONAL FACILITY AAA LENDERS AND COMMITMENTS

Additional Facility AAA Lender	Facility AAA Commitment ($)
The Bank of Nova Scotia	1,300,000,000
Total	1,300,000,000

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Schedule 2 CONDITIONS PRECEDENT DOCUMENTS

1.Constitutional Documents

(a)A copy of the constitutional documents of each Obligor (other than Sunrise Financing) and the partnership agreement of Sunrise Financing or, if the Facility Agent already has a copy, a certificate of an authorised signatory of the relevant Obligor confirming that the copy in the Facility Agent's possession is still correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AAA Accession Agreement.

(b)An extract of the registration of each Obligor established in the Netherlands in the trade register of the Dutch Chamber of Commerce.

2.Authorisations

(a)A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor:

(i)approving the terms of and the transactions contemplated by this Additional Facility AAA Accession Agreement and (in the case of each of Sunrise HoldCo III and Sunrise Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 below; and

(ii)(in the case of Sunrise HoldCo III and Sunrise Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AAA Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 below.

(b)A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AAA Accession Agreement or the confirmation described in paragraph 4 below (as appropriate).

(c)A certificate of an authorised signatory of Sunrise HoldCo III, Sunrise Financing, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by Sunrise HoldCo III, Sunrise Financing, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AAA Accession Agreement.

3.Legal opinions

(a)A legal opinion of Allen Overy Shearman Sterling LLP, English legal advisers to the Facility Agent, addressed to the Finance Parties.

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(b)A legal opinion of Allen Overy Shearman Sterling LLP, Dutch legal advisers to the Facility Agent, addressed to the Finance Parties.

(c)A legal opinion of Dorsey & Whitney (Delaware) LLP, Delaware legal advisers to the Borrower, addressed to the Finance Parties.

4.Other documents

(a)Confirmation (in writing) from (i) each of the Guarantors that its obligations under Clause 19 (Guarantee) of the Credit Agreement and (ii) each of the Charging Entities (as defined in the Intercreditor Agreement) that the Security Interests granted to the Beneficiaries pursuant to the Security Documents and its obligations under the Finance Documents, shall continue unaffected and that such obligations extend to the Total Commitments as increased by the addition of Facility AAA and that such obligations shall be owed to each Finance Party including the Additional Facility AAA Lenders.

(b)A duly executed copy of the Fee Letter.

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SCHEDULE 3A TRANSFER AGREEMENT

1.Assignment and Assumption

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalised terms used but not defined herein shall have the meanings given to them in the Senior Facilities Agreement identified below (as amended, the “Senior Facilities Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns absolutely to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Senior Facilities Agreement, as of the Effective Date inserted by the Facility Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Senior Facilities Agreement and any other documents or instruments delivered (including the Security Documents) pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit or guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any person, whether known or unknown, arising under or in connection with the Senior Facilities Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to paragraph (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to paragraphs (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

2 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

3 Select as appropriate.

4 Include bracketed language if there are either multiple Assignors or multiple Assignees.

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sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1.    Assignor[s]:
[Assignor [is] [is not] a Defaulting Lender]
2.    Assignee[s]:
[for each Assignee, indicate [Affiliate][other]
3.    Borrower(s):
4.    Facility Agent:
5.    Senior Facilities Agreement:
6.    Assigned Interest[s]:
Assignor[s]5	Assignee[s]6	Facility Assigned7	Aggregate Amount of Commitment/ Advances for all Lenders8	Amount of Commitment Advances Assigned	Percentage Assigned of Commitment/ Advances9	CUSIP Number
			$		%
			$		%
			$		%

All values are in US Dollars.

5 List each Assignor, as appropriate.

6 List each Assignee, as appropriate.

7 Fill in the appropriate terminology for the types of facilities under the Senior Facilities Agreement that are being assigned under this Assignment.

8 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

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2.Accession to the Intercreditor Agreement

We further refer to clause 22.3 (Change of Senior Lender, Pari Passu Creditors, Second Lien Lender and Noteholders) of the Intercreditor Agreement. In consideration of the New Lender being accepted as a Senior Lender for the purposes of the Intercreditor Agreement (and as defined therein), the New Lender confirms that, as from the [ ], it will be party to the Intercreditor Agreement as a Senior Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.

[7.    Trade Date:	]10

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY FACILITY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]11

[NAME OF ASSIGNOR]

By:

Title:

[NAME OF ASSIGNOR]

By:

Title:

ASSIGNEE[S]12

[NAME OF ASSIGNEE]

By:

Title:

[NAME OF ASSIGNEE]

By:

Title:

10 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.

11 Add additional signature blocks as needed.

12 Add additional signature blocks as needed.

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ADMINISTRATIVE AND FACILITY OFFICE DETAILS

Facility Office Address:

Please provide administrative details of the Assignee, to the extent such details have not been provided to the Facility Agent by way of a prior administrative form.

Administrative Office Address:

Contact Name:

Account for Payments:

Fax:

Telephone:13

[Accepted:

[NAME OF FACILITY AGENT], as

Facility Agent

By:

Title:

[NAME OF SECURITY AGENT], as

Security Agent

By:

Title:

[Consented to:]14

[NAME OF RELEVANT PARTY]

By:

Title:

WARNING: PLEASE SEEK DUTCH LEGAL ADVICE (I) UNTIL THE COMPETENT AUTHORITY PUBLISHES ITS INTERPRETATION OF THE TERM "PUBLIC" (AS REFERRED TO IN ARTICLE 4.1(1) OF THE CAPITAL REQUIREMENTS REGULATION (EU/575/2013)), IF ANY AMOUNT LENT TO A DUTCH BORROWER IS TO BE ASSIGNED WHICH IS LESS THAN EUR100,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY) AND (II) AS SOON AS THE COMPETENT AUTHORITY PUBLISHES ITS INTERPRETATION OF THE TERM

13 To be replicated for each Assignee.

14 To be added only if the consent of the Parent and/or other parties (e.g. L/C Bank) is required by the terms of the Senior Facilities Agreement.

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"PUBLIC", IF THE NEW LENDER IS CONSIDERED TO BE PART OF THE PUBLIC ON THE BASIS OF THAT INTERPRETATION.

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ANNEX 1

[__________________]15

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

1.Representations and Warranties

(a)Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Senior Facilities Agreement or any other Finance Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Finance Documents or any collateral thereunder, (iii) the financial condition of the Obligors, any of its Subsidiaries or Affiliates or any other person obligated in respect of any Finance Document, or (iv) the performance or observance by the Obligors, any of their Subsidiaries or Affiliates or any other person of any of their respective obligations under any Finance Document.

(b)Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Senior Facilities Agreement, (ii) it meets all the requirements to be an assignee under Clause 30.3 (Transfers by Lenders) of the Senior Facilities Agreement (subject to such consents, if any, as may be required under Clause 30.3 (Transfers by Lenders) of the Senior Facilities Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Senior Facilities Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Senior Facilities Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Clause 21.2 (Financial Information) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Facility Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) [if it is a Treaty Lender] attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Senior Facilities Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Facility Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the

15 Describe Senior Facilities Agreement at option of Facility Agent.

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time, continue to make its own credit decisions in taking or not taking action under the Finance Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Finance Documents are required to be performed by it as a Lender.

2.Payments

From and after the Effective Date, the Facility Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.16 Notwithstanding the foregoing, the Facility Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.

3.General Provisions

This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, English Law.

16 The Facility Agent should consider whether this method conforms to its systems. In some circumstances, the following alternative language may be appropriate:

“From and after the Effective Date, the Facility Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Facility Agent for period prior to the Effective Date or with respect to the making of this assignment directly between themselves.”

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Schedule 4

ESG CERTIFICATE

To:    [●] as Facility Agent

From:    [Sunrise HoldCo III B.V.] as the Company

Dated:

Dear Sir or Madam,

Senior secured credit facility agreement originally dated 16 January 2004 (as from time to time amended, varied, novated or supplemented)

Additional Facility AAA Accession Agreement dated [●] 2025 (as from time to time amended, varied, novated or supplemented, the “Additional Facility AAA Accession Agreement”)

I, [name], a [Director] of [Sunrise HoldCo III B.V.] (the “Company”)

CERTIFY without personal liability, that for the financial year ending [●]:

(a) [each of the following have been achieved17:

•[Women in Leadership Roles KPI];

•[Science Based Target (Scope 1 and 2) KPI];

•[Science Based Target (Scope 3) KPI],

as evidenced by the computations shown in the Schedule to this Certificate.][; and

(b) the Company has [reinvested/committed to reinvest] the savings (amounting to [●]) achieved by way of a reduction to the Original Margin pursuant to paragraphs (c)(iii)(A), (c)(iii)(C), (c)(iv)(A) or (c)(iv)(B) of paragraph 15 of the Additional Facility AAA Accession Agreement in further environmental, social and governance (or equivalent) projects or initiatives of the ESG Group]18.

Signed:    _______________________

[Director]

Date:    [●]

[Schedule

KPI Computations [●]

17 Company to include or delete as appropriate and to include any Replacement KPI.

18 Confirmation only required for any financial year in respect of which the Margin has been reduced pursuant to paragraph (c)(iii)(A) or (c)(iv)(A) of paragraph 15.

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Schedule 5

[INTENTIONALLY LEFT BLANK]

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Schedule 6 [INTENTIONALLY LEFT BLANK]

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Schedule 7 ADDITIONAL AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS

All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 7 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement.

In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement.

1.Transfers: amend Clause 30.3 (Transfers by Lenders) of the Credit Agreement to provide that the consent of Sunrise HoldCo III or a Borrower is not required for any assignment, transfer or novation by a Lender if an Event of Default is outstanding pursuant to any of Clauses 23.2 (Non-payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings) only (rather than if any Event of Default is outstanding).

2.New RCF Maintenance Covenant: amend the Credit Agreement to provide that: amendments and waivers of Clauses 22.2 (Financial Ratio) to 22.4 (Cure provisions) and Clause 23.17 (Acceleration Following Financial Ratio Breach) shall only be made with the consent of Sunrise HoldCo III and the Composite Revolving Facility Instructing Group and shall not require the consent of any other Finance Party.

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Schedule 8 FOURTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS

[INTENTIONALLY LEFT BLANK]

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Schedule 9 FIFTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS

All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 9 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement.

In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement.

1.Negative Pledge:

(a)delete clause 21.8(a) in its entirety and replace it as follows:

“(a)    Each Obligor (other than Sunrise HoldCo III Holdco, any Permitted Affiliate Holdco and any Subsidiary of Sunrise HoldCo III Holdco or any Permitted Affiliate Holdco which is permitted to issue, and has issued, Holdco Debt) will not permit any Security Interest by any member of the Borrower Group to subsist, arise or be created or extended over all or any part of their respective present or future undertakings, assets, rights or revenues to secure or prefer any present or future Financial Indebtedness of any member of the Borrower Group or any other person, other than:

(i)Permitted Security Interests; or

(ii)any Security Interest over any present or future undertakings, assets, rights or revenues that is not subject to Security (such Security Interest, the “Initial Security Interest”) if, contemporaneously with the incurrence of such Initial Security Interest, effective provision is made to secure the Financial Indebtedness due under this Agreement equally and ratably with (or prior to, in the case of any Security Interest with respect to Financial Indebtedness that ranks junior to the Facilities) the Financial Indebtedness secured by such Initial Security Interest so long as such Financial Indebtedness is so secured.”

(b)include a new clause 21.8(d) as follows:

“(d)    Any Security Interest created pursuant to the proviso described in Clause 21.8(a)(ii) securing of the Financial Indebtedness due under this Agreement will be automatically and unconditionally released and discharged upon the release and discharge of the Initial Security Interest to which it relates (and, to the extent required, the Facility Agent and the Security Agent are hereby irrevocably authorised and instructed by the Lenders to enter into such documentation as is reasonably required to effect such release).

2.Solvent Liquidation: Amend Clause 29.4 (Release of Guarantees and Security) of the Credit Agreement to provide for equivalent releases as a result of, and in

connection with, any solvent liquidation or dissolution that complies with Clause 21.29 (Internal Reorganisations).

3.Non-Consenting Lenders: Remove the timing window of 90 days during which Sunrise HoldCo III may exercise its rights as set out in Clause 29.9(b) (Replacement of Lenders) such that Sunrise HoldCo III may exercise such rights at any time.

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Schedule 10 SIXTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS

All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 10 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement.

In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement.

1.Amendments and waivers: amend Clause 29.2 (Exceptions) to include the following as a new Clause:

“Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of the Sunrise HoldCo III.”

2.Transfers by Obligors: include the following as a new carve out to Clause 30.2(a) (Transfers by Obligors):

“provided that a Borrower (a “Novating Borrower”) may assign or transfer any of its rights, benefits and obligations under this Agreement to another Borrower incorporated in the same jurisdiction as that Novating Borrower and which is a directly or indirectly wholly owned Subsidiary of (i) Sunrise HoldCo III or (ii) a Permitted Affiliate Parent (as applicable) if Sunrise HoldCo III delivers to the Facility Agent:

(a)a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an independent financial advisor confirming the solvency of the Borrower Group, taken as a whole, after giving effect to any transactions related to such assignment or transfer; and

(b)legal opinions, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such assignment or transfer, the Security created by the Security Documents as amended, extended, renewed, restated, supplemented, modified or replaced represents valid and perfected Security not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law that such Security were not otherwise subject to immediately prior to such assignment or transfer.”

3.Sub-participations:

(a)Include a new definition of Sub-participation as follows:

“Sub-participation” means any sub-participation or sub-contract (whether written or oral) or any other agreement or arrangement having an economically substantially similar effect, including any credit default or total return swap or derivative (whether disclosed undisclosed, risk or funded) by a Lender of or in relation to any of its rights or obligations under, or its legal, beneficial or economic interest in relation to, the Facilities and/or Finance Documents to a counterparty and “sub-participate” shall be construed accordingly.

(b)Amend Clause 30.3 (Transfers by Lenders) in order that this clause includes a restriction on sub-participations of rights and obligations and is subject to the same consent regime as for assignments and transfers in accordance with recent Liberty precedent.

(c)Add a new clause as follows:

“[30.12]     Sub-participation

Notwithstanding anything to the contrary in Clause 30.3 (Transfers by Lenders) there shall be no restrictions on sub-participations provided that:

(a)     such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under the Finance Documents for any such obligation;

(b)     such Lender retains exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant agreement or arrangement, including all voting rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations), unless:

(i)    the proposed sub-participant is a person to whom the relevant rights and obligations could have been assigned or transferred in accordance with the terms of this Clause 30 and,

(ii)     prior to entering into the relevant agreement or arrangement, the relevant Lender provides Sunrise HoldCo III with full details of that proposed sub-participant and any voting, consultation or other rights to be granted to the sub-participant;

(c)    the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or an Obligor);

(d)     the proposed sub-participant will have no proprietary interest in the benefit of this Agreement or any of the Finance Documents or in any monies received by the relevant Lender under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement); and

(e)    the proposed sub-participant will under no circumstances: (i) be subrogated to, or be substituted in respect of, the relevant Lender’s claims under this Agreement or any of the Finance Documents; or (ii) otherwise have any contractual relationship with, or rights against, the Obligors under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement).”

(d)Include the additional provision as follows:

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“[30.13] Sub-participant Register

“(a)    In the case of a sub-participation (or any other agreement or arrangement having an economic effect substantially similar to a sub-participation) (in each case, other than any non-voting derivatives (which are not participations) which would otherwise be caught by the definition of “sub-participation”), the person granting the sub-participation (or similar right) shall, acting solely for these purposes as non-fiduciary agent for the Borrower, maintain a register (a “Sub-Participant Register”) on which it enters the name and address of each sub-participant (or person holding the similar right) and the Commitment and obligations (including principal and stated interest) in which each sub-participant (or other person) has an interest or obligation.

(b)     Notwithstanding anything to the contrary hereunder, including without limitation Clause 28 (Evidence and Calculations), the entries in the Sub- Participant Register shall be conclusive absent manifest error, and such person maintaining the Sub-Participant Register shall treat each person whose name is recorded in the Sub-Participant Register as the owner of such sub-participation (or similar right) for all purposes of a Finance Document notwithstanding any notice to the contrary.

(c)     Without prejudice to the other provisions of this Clause 30, no Lender shall have any obligation to disclose all or any portion of the Sub-Participant Register to any person (including the identity of any sub-participant or any information relating to a sub-participant’s interest in any Loans, Commitments or other obligations under any Finance Documents) except to the extent that such disclosure to a tax authority is necessary to establish that such Loan, Commitment or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or is otherwise required thereunder.”

(e)Delete Clause 30.3(b)(iii) (Transfers by Lenders).

(f)Amend Clause 30.10 (Register) to add the following to such Clause:

“Without limitation of any other provision of this Clause 30, no transfer of an interest in a Loan or Commitment hereunder shall be effective unless and until recorded in the Register.”

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Schedule 11 SEVENTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS

All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 11 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement.

In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement.

1.Related Fund: amend clause 1.1 (Definitions) to delete the definition of “Related Fund” and replace it with the following:

“Related Fund” in relation to a fund or account that, in each case, invests in commercial loans (the “first fund”), means any other fund or account that, in each case, invests in commercial loans which is managed or administered directly or indirectly by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund or account that, in each case, invests in commercial loans whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.”

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Schedule 12 EIGHTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS

All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 12 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement.

In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement.

1.Resignation of Obligors

Add a new “Clause [X] (Resignation of an Obligor (other than Sunrise HoldCo III))” to the Credit Agreement on terms consistent with those in Clause 29.11 (Resignation of an Obligor (other than the Company)) of the credit agreement originally dated 1 August 2007 between among others Telenet BVBA as the Company and The Bank of Nova Scotia as the Facility Agent as last amended and restated on 16 November 2018, mutatis mutandis, and make all conforming changes required to incorporate such clause.

2.Defaulting Lenders: amend paragraph (a) of Clause 29.8 (Disenfranchisement of Defaulting Lenders) such that it reads as follows:

“In ascertaining the Majority Lenders, affected Lenders, all Lenders or any other class of Lenders (as applicable) or whether any given percentage (including, for the avoidance of doubt, unanimity) of any of the Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, a Defaulting Lender’s Available Commitments and participations will be deemed to be zero.”

3.Cross Default EOD: amend Clause 23.5 (Cross-default) by deleting the words “or is placed on demand, in each case;” at paragraph (b).

4.Changes to the Parties:

(a)Amend the new language to be included pursuant to paragraph 2 of Schedule 9 of this Agreement to add the words “except to the extent permitted by this Agreement and” at the start of the paragraph.

(b)Amend paragraph (c)(i) of Clause 30.8 (Additional Obligors) to add the words “under the relevant Facility” after the words “Majority Lenders”.

5.Transfers:

(a)Delete paragraph (a), (b) and (c) of Clause 30.3 (Transfers by Lenders) and replace it with the following new paragraphs (a) and (b) and make consequential changes to the numbering of the subsequent clauses:

“(a)    Subject to the other provisions of this Clause 30, any Lender (an “Existing Lender”) may, at any time, (i) assign all or any of its rights and benefits, (ii) transfer (by way of novation) all or any of its rights, benefits and obligations or (iii) enter into a Sub-participation in respect

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of any of its rights, benefits and obligations, in each case under any Finance Documents to another person (the “New Lender”) provided that:

(i)    the prior written consent of Sunrise HoldCo III is received in respect of any assignment, transfer or Sub-participation, such consent not to be unreasonably withheld, and provided further that:

(A)    such consent shall be deemed to have been given if not declined in writing within ten Business Days of a written request by any Lender to Sunrise HoldCo III;

(B)    no consent shall be required in the case of any assignment, transfer or Sub-participation by a Lender to another Lender and/or to its Affiliate (or, if applicable, to any Related Fund); and

(C)    no consent shall be required in the case of any assignment, transfer or Sub-participation to any New Lender at any time after the occurrence of an Event of Default which is continuing pursuant to any of Clauses 23.2 (Non-payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings);

(ii)    the New Lender makes the representation set out in paragraph [X]19 of the Transfer Agreement; and

(iii)    in the case of a partial assignment, transfer or novation of rights and/or obligations, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in Euros) of €1,000,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$1,000,000 or, in each case, such lower amount as the Existing Lender may agree with Sunrise HoldCo III (save that in the case of a partial assignment, transfer or novation by a Lender of its rights and/or obligations under an Additional Facility to an Affiliate or Related Fund of that Lender, such assignment, transfer or novation shall be in a minimum amount (in relation to an Additional Facility Commitment denominated in Euros) of €500,000 or (in relation to an Additional Facility Commitment denominated in US Dollars) of US$500,000 or, in each case, such lower amount as that Lender may agree with Sunrise HoldCo III).

19 Relating to qualifying lender representation in line with Liberty precedent.

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(b)    Notwithstanding any other provision of this Agreement, no Lender shall be entitled to assign, transfer or sub-participate any of its rights, benefits or obligations under the Finance Documents in relation to a Revolving Facility without the prior written consent of Sunrise HoldCo III, provided that no such consent shall be required in the case of any assignment, transfer or Sub-participation:

(i)    by a Lender to another Lender under the Revolving Facility and/or to its Affiliate (or, if applicable, to any Related Fund), in each case, which is a deposit taking financial institution authorised by a financial services regulator or similar regulatory body which has a long term credit rating equal to or better than BBB or Baa2 (as applicable) according to at least two of Moody’s, Standard & Poor’s or Fitch; and

(ii)    to any New Lender at any time after the occurrence of an Event of Default which is continuing pursuant to any of Clauses 23.2 (Non-payment), 23.6 (Insolvency), 23.7 (Insolvency Proceedings), 23.9 (Creditors’ Process) or 23.10 (Similar Proceedings).”

(b)    Amend Clause 30.3 (Transfers by Lenders) to include the following new paragraphs:

(i)    “Notwithstanding any other provision of this Agreement, no Lender shall be entitled to assign, transfer or sub-participate any of its rights, benefits or obligations under the Finance Documents to a New Lender that is a Defaulting Lender or a Sanctioned Lender, in each case without the prior written consent of Sunrise HoldCo III (acting in its sole discretion).

(ii)    Notwithstanding any other provision of this Clause 30.3 (Transfers by Lenders), no assignment or transfer shall be permitted to settle or otherwise become effective within the period of five Business Days prior to the last day of the Interest Period for the relevant Advance.

(iii)    Each New Lender, by executing the relevant Transfer Agreement or Novation Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the transferring Lender would have been had it remained a Lender.”

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6.Releases

(a)Amend Clause 29.4 (Release of Guarantees and Security) as follows:

(i)delete sub-paragraph (b)(i) and replace it as follows:

“(i)    the disposal (A) is permitted under Clause 21.11 (Disposals), (B) is in accordance with the release of any Obligor in accordance with this Agreement, (C) is as a result of, or in connection with, any solvent liquidation or dissolution that complies with Clause 21.29 (Internal Reorganisation) or (D) the consent of the Majority Lenders has been obtained; and”

(iv)     delete sub-paragraph (d) and replace it as follows:

“(d)    The Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect any release (i) permitted under this Clause 29.4 (Release of Guarantees and Security), (ii) required to permit the granting of any Security Interest permitted under Clause 21.8 (Negative pledge), (iii) expressly permitted under the Finance Documents (excluding, for the avoidance of doubt, pursuant to any consent obtained from the Majority Lenders), (iv) permitted under the Intercreditor Agreement, (v) to which a prior written consent of the relevant Lenders has been granted in accordance with paragraph (f) of Clause 29.2 (Exceptions), (vi) in connection with any Permitted Transaction (other than a Permitted Transaction pursuant to paragraph (a) or (g) of that definition) or (vii) if it is necessary or desirable in connection with Clause 21.29 (Internal Reorganisation).”

(v)     Add new sub-paragraphs (f) and (g) as follows:

“(f)    Notwithstanding any other provision of this Agreement, Sunrise HoldCo III may require the Security Agent to, and the Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect the release of the Security granted over any asset of an Obligor pursuant to the Security Documents to which it is a party to enable the relevant Obligor to grant in connection with that asset any encumbrance permitted under Clause 21.8 (Negative pledge). If, immediately prior to such release the relevant Obligor was treated as an Obligor for the purpose of the 80% Security Test, the relevant Obligor shall continue to be treated as an Obligor for those purposes notwithstanding any such release.

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(g)     Sunrise HoldCo III may designate that any Affiliate Subsidiary is no longer an Affiliate Subsidiary and require the Security Agent to, and the Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of Sunrise HoldCo III, execute such documents as may be required or desirable to effect the release of the guarantees provided and Security granted in connection with the accession of such Affiliate Subsidiary as a Guarantor (“Affiliate Subsidiary Release”); provided that immediately after giving effect to such Affiliate Subsidiary Release, either (i) the Guarantors at the relevant time represent a percentage which is greater than that required to satisfy the 80% Security Test and Sunrise HoldCo III provides a certificate to the Facility Agent certifying that upon the Affiliate Subsidiary Release the 80% Security Test would continue to be satisfied or (ii) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and either (1) an Obligor could incur at least €1.00 of additional Financial Indebtedness pursuant to paragraph (xxii) of the definition of Permitted Financial Indebtedness or (2) the ratios of Senior Net Debt to Annualised EBITDA and of Total Net Debt to Annualised EBITDA would be no greater than they were immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such Affiliate Subsidiary Release.”

7.Break Costs: amend sub-paragraph (a)(i) of the definition of “Break Costs” in Clause 1.1 (Definitions) to include the words “and the effect of any interest rate floor” after the words “excluding the Margin” in parentheses.

8.Term Loan Interest Periods:

In paragraph (b) of Clause 13.2 (Selection of Interest Periods) delete the words “1, 2, 3 or 6 months, or, in each case, such other period of up to 12 months as the Lenders whose Commitments under the relevant Term Facility that aggregate more than 50% of the aggregate Commitments under that Term Facility may agree with the Borrower” and replace them with the following words:

“(i) 1, 2, 3 or 6 months; (ii) any shorter period agreed by the relevant Borrower and the Facility Agent; (iii) any longer period of up to 12 months agreed by the relevant Borrower and the Facility Agent (acting on the instruction of the Majority Lenders in relation to the relevant Facility); and (iv) in connection with the first Term Facility Advance under any Term Facility, any other period of six months or less as agreed to by the relevant Borrower and the Facility Agent”.

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9.Hedge Counterparties: in the definitions of “Acceptable Hedge Counterparty” and “Hedge Counterparty” in Clause 1.1 (Definitions) of the Intercreditor Agreement, after the words “credit institution” add the words “or financial institution”.

10.Permitted Financing Action:

(a)Amend Clause 14.1 (Place of Payment) to add the following words to the end of that Clause:

“, in each case, other than any payment to be made on a cashless basis as part of a Permitted Financing Action.”.

(b)Amend Clauses 14.2 (Funds) and 14.3(a) (Distribution) to add the following words to the end of that Clause:

“, in each case, other than any payment to be made on a cashless basis as part of a Permitted Financing Action.

11.Amendments and waivers:

(a)Add a new paragraph to Clause 29 (Amendments and Waivers) to include the following as a new paragraph:

“Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of Sunrise HoldCo III.”

(b)Delete paragraph (f) of Clause 29.2 (Exceptions) and replace it with the following:

“A waiver of issuance or the release of any Guarantor from any of its obligations under Clause 19 (Guarantee) or a release of any Security under the Security Documents, in each case, other than in accordance with the terms of any Finance Document shall require the prior written consent of affected Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 75 per cent. of the aggregate Available Commitments plus Outstandings of those affected Lenders. This Clause may not be amended without the consent of Lenders whose Available Commitments plus Outstandings amount in aggregate to more than 75 per cent. of the aggregate Available Commitments plus Outstandings.”

(c)Add a new paragraph (i) to Clause 29.2 (Exceptions) as follows:

“No amendment or waiver of a term of any Ancillary Facility Document shall require the consent of any Finance Party other than the relevant Ancillary Facility Lender.”

(d)Amend sub-paragraph (a)(vii) of Clause 29.2 (Exceptions) by adding the following proviso at the end:

“(provided that paragraph (f) below may be amended with the consent of Lenders whose Available Commitments plus Outstandings amount in aggregate

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to more than 75 per cent. of the aggregate Available Facilities plus Outstandings); or”

12.Prepayments: amend Clause 10.9 (Miscellaneous Provisions) to delete paragraph (f) and replace it with the following:

“Other than in relation to any prepayment under Clause 10.7 (Right of prepayment and Cancellation in relation to a Single Lender) or Clause 18.1 (Illegality), any prepayment in part of any Advance shall be applied against the participations of the Lenders in that Advance pro rata (except to the extent any part of an Advance is to be repaid on a cashless basis as part of a Permitted Financing Action).”20

13.[Reserved]

14.Release Condition:

(a)Amend Clause 21 (Undertakings) to add the following words as a new Clause 21.33:

“21.33    Ratings Trigger

(a)Notwithstanding anything to the contrary in this Agreement or any other Finance Document, during the period (if any) that a Release Condition (as defined in paragraph (d) below) is satisfied:

(i)the following obligations and restrictions shall be suspended and shall not apply:

(A)the requirement to make mandatory prepayments under Clause 10.5 (Mandatory prepayment from disposal proceeds);

(B)the restrictions under Clause 21.11 (Disposals);

(C)the provisions of Clause 21.12 (Acquisitions and mergers);

(D)the provisions of Clause 21.13 (Restrictions on Financial Indebtedness);

(E)the provisions of Clause 21.14 (Restricted Payments);

(F)the provisions of Clause 21.15 (Loans and guarantees);

(G)the provisions of Clause 21.16 (Environmental matters);

(H)the restrictions under Clause 21.17 (Insurance);

(I)the restrictions under Clause 21.18 (Intellectual Property Rights);

(J)the restrictions under Clause 21.19 (Share capital);

(K)the restrictions under Clause 21.20 (Priority);

20 Note: reference to Clause 27.9 (Replacement of lenders) to be retained when creeper implemented.

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(L)the restrictions under Clause 21.21 (Share security);

(M)the restrictions under Clause 21.22 (Shareholder Loans);

(N)the restrictions under Clause 21.23 (Further security over receivables);

(O)the restrictions under Clause 21.25 (ERISA); and

(P)the provisions of paragraph (b) of Clause 30.8 (Additional Obligors);

(ii)the leverage financial covenant in Clause 22.2 (Financial Ratio) shall only be tested semi annually (for the Ratio Period ending on the second and fourth Quarter Dates in each financial year) if the Financial Ratio Test Condition is met on such second and fourth Quarter Dates in each financial year and the Financial Ratio Test Condition will only apply to such second and fourth Quarter Dates;

(iii)the relevant Margin payable on any utilisation or Unpaid Sum (as applicable) under any Additional Facility (to the extent specified in the relevant Additional Facility Accession Agreement for that Additional Facility) will be reduced by 0.50 per cent. per annum; and

(iv)the amount of each basket set by reference to a monetary amount for which a specific amount is set out in this Agreement and any definitions used therein (including all “annual”, “life of Facilities” and “at any time” and “aggregate” baskets) shall be increased by 50 per cent.

(b)If at any time after a Release Condition has been satisfied and a Release Condition subsequently ceases to be satisfied, any breach of this Agreement or any other Finance Document that arises as a result of any of the obligations, restrictions or other terms referred to in paragraph (a) above ceasing to be suspended or amended shall not (provided that it did not constitute an Event of Default at the time the relevant event or occurrence took place) constitute (or result in) a breach of any term of this Agreement or any other Finance Documents, a Default or an Event of Default.

(c)In respect of any amount which has not been applied in mandatory prepayment of the Facilities in accordance with Clause 10.5 (Mandatory prepayment from disposal proceeds) as a result of the Release Condition being satisfied (the “Released Amounts”), if the Release Condition subsequently ceases to be satisfied after the date the prepayment would have been required had the Release Condition not been satisfied, the failure to apply the Released Amounts in prepayment shall not result in a breach of any term of this Agreement or any other Finance Document.

(d)For the purposes of this Clause 21.33 the “Release Condition” means the Facilities or Sunrise HoldCo III receive any two of the following:

(i)a rating of “Baa3” (or the equivalent) or higher from Moody’s or any of its successors or assigns;

(ii)a rating of “BBB-” (or the equivalent) or higher from Standard & Poor’s or any of its successors or assigns; and/or

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(iii)a rating of “BBB-” (or the equivalent) or higher from Fitch or any of its successors or assigns,

in each case, with a “stable outlook” from such rating agency.”

(1) Amend the definition of “Margin” in Clause 1.1 (Definitions) to include the     following wording at the end of that definition:

“, and if applicable, as reduced pursuant to Clause 21.33 (Ratings Trigger)”.

15.Default Interest: amend “two” in Clause 12.5(a) (Default interest) to read “one”.

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Schedule 13

NINTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS

All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 13 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement.

In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement.

1.80% Security Test:

(a)Delete limb (b)(ii)(C) of the definition of 80% Security Test in Clause 1.1 (Definitions).

(b)Delete all references to “or 21.2(a)(ii)” in limb (a) of the definition of 80% Security Test in Clause 1.1 (Definitions).

(c)Replace all references to “relevant financial statements” in limb (a) of the definition of 80% Security Test in Clause 1.1 (Definitions) with “annual financial statements”.

2.Financial Indebtedness:

(a)Insert a new limb (e)(xii) into the definition of Financial Indebtedness in Clause 1.1 (Definitions) as follows:

“indebtedness raised through sale and lease back transactions.”

(b)Amend limb (e)(iv) of the definition of Financial Indebtedness in Clause 1.1 (Definitions) to delete “obligations under Finance Leases and” and replace it with “any Lease Obligations and obligations under”.

(c)Insert a new definition in Clause 1.1 (Definitions) as follows:

““Lease Obligations” means collectively obligations under any finance, capital or operating lease in accordance with GAAP.”

3.Relevant Event: Delete “(a)” and “or (b) Clause 22.2 (Financial Ratio)” from the definition of Relevant Event in Clause 1.1 (Definitions).

4.Tax indemnity: Delete Clause 15.4(b)(iii) (Tax indemnity) and replace with the following:

“(iii) to the extent a loss, liability or cost:

(A) has been compensated for by a payment under Clause 15.8 (Stamp Taxes) or would have been compensated for by such a payment, but for the application of any exception in such Clause;

(B) is compensated for by an increased payment under Clause 15.2 (Tax gross-up); or

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(C) is suffered or incurred by a Finance Party in respect of a Bank Levy.”

5.Permitted Disposals:

(a)Delete Clause 21.11(b)(liv)(C).

(b)Amend Clause 21.11(b)(vii) by deleting the following “, provided that the aggregate amount of all such asset securitisations or receivables factoring transactions does not exceed the greater of: (A) €250,000,000 (or its equivalent in other currencies) at any time; and (B) 5% of Total Assets at any time”.

(c)Amend Clause 21.11(b)(xxviii) to insert “(or any disposals of Cash Equivalent Investments)” immediately after “the application of cash in payments”.

(d)Delete the definition of French Group in Clause 21.11(d) (Disposals).

(e)Delete Clause 21.11(c)(i) and replace it with the following “(i) 17.5%;”.

(f)Delete the following from Clause 21.11(c)(y) “, except in respect of a disposal of the French Group”.

6.Information – Miscellaneous: Delete the following “(both in hard copy and in electronic form)” from Clause 21.3 (Information – Miscellaneous) and replace it with “(in electronic form and, if requested, hard copy).

7.Permitted Financial Indebtedness:

(a)Delete Clause 21.13(b)(xi) (Restrictions on Financial Indebtedness) and replace it with the following:

“(xi)    any Financial Indebtedness of a person which (A) is acquired by, or merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities), a member of the Borrower Group after the Signing Date and such acquisition, merger, consolidation, amalgamation or combination is permitted by Clause 21.12 (Acquisitions and mergers) or (B) becomes an Affiliate Subsidiary after the Signing Date; where such Financial Indebtedness existed at the date of (x) in the case of (A), completion of such acquisition, merger, consolidation, amalgamation or combination and (y) in the case of (B), such person becoming an Affiliate Subsidiary, provided that the amount of such Financial Indebtedness is not increased beyond the amount in existence at the date described in (x) and/or (y) (as applicable) (subject to the accrual of interest);”

(b)Delete Clause 21.13(b)(xviii) (Restrictions on Financial Indebtedness) and replace it with the following:

“(xviii) Financial Indebtedness arising under sale and leaseback arrangements or Vendor Financing Arrangements (to the extent these constitute Financial Indebtedness) provided that the aggregate principal amount thereof does not at any time exceed the greater of (A) €250,000,000 and (B) the amount that could be incurred so that the ratio of Senior Net Debt to Annualised EBITDA (giving pro forma effect to any such Financial Indebtedness and the use of proceeds thereof) is equal to, or less than, 4.50:1.00; and provided further that, in each case, the relevant lessor or provider of Vendor Financing Arrangements does not have the benefit of any Security Interest other than over the assets the subject of such sale and leaseback arrangements and/or Vendor Financing Arrangements;”

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(c)Amend Clause 21.13(b)(xxvi) (Restrictions on Financial Indebtedness) to insert “commodity trading or brokerage accounts,” after “overdraft,”.

(d)Amend Clause 21.13(b)(xxix) (Restrictions on Financial Indebtedness) to delete reference to “otherwise permitted under this Agreement”.

(e)Amend Clause 21.13(b)(xxxii) (Restrictions on Financial Indebtedness) to insert “after giving pro forma effect to the relevant acquisition or other transaction and the incurrence of such Financial Indebtedness pursuant to this paragraph” immediately after “(y) the ratio of Senior Net Debt to Annualised EBITDA”.

(f)Insert a new Clause 21.13(b)(xxxiv) and Clause 21.13(b)(xxxv) as follows (and (i) delete “and” at the end of Clause 21.13(b)(xxxiii) and (ii) make any necessary renumbering changes accordingly):

“(xxxiv) any liability that constitutes Financial Indebtedness in respect of any member of the Borrower Group incorporated in The Netherlands arising under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Section 2:403 of the Dutch Civil Code;

(xxxv) any liability that constitutes Financial Indebtedness arising as a result of a fiscal unity (fiscale eenheid) solely between members of the Borrower Group incorporated in The Netherlands;”

(g)Amend the definition of Permitted Borrower Group Guarantee Facilities in Clause 1.1 (Definitions) to delete reference to “€10,000,000” and replace it with “€50,000,000”.

(h)Insert a new Clause 21.13(b)(xxxvi) as follows (and make any necessary renumbering changes accordingly):

“(xxxvi) any Financial Indebtedness of any member of the Borrower Group in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Financial Indebtedness incurred pursuant to this paragraph and then outstanding, will not exceed 100% of the Net Cash Proceeds received by Sunrise HoldCo III or a Permitted Affiliate Parent from the issuance or sale (other than to a member of the Borrower Group) of its respective Subordinated Shareholder Loans or Capital Stock or otherwise contributed to the equity of Sunrise HoldCo III or a Permitted Affiliate Parent (and in each case, other than through the issuance of Disqualified Stock, Preferred Stock (as defined in Clause 10.4 (Change of Control)) or an Excluded Contribution); and”

(i)Insert new definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new Clause 21.13(b)(xxxvi) as follows:

““Disqualified Stock” means, with respect to any person, any Capital Stock of such person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

(a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

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(b) is convertible or exchangeable for Financial Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of a member of the Borrower Group); or

(c) is redeemable at the option of the holder of the Capital Stock in whole or in part,

in each case on or prior to the earlier of (i) the then latest Final Maturity Date of a Facility or (ii) the date on which there are no Outstandings; provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require Sunrise HoldCo III or a Permitted Affiliate Parent to repurchase such Capital Stock upon the occurrence of a change of control (as defined in a substantially identical manner to the corresponding definition in this Agreement) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that Sunrise HoldCo III or a Permitted Affiliate Parent may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by Sunrise HoldCo III or a Permitted Affiliate Parent with the provisions of Clause 21.11 (Disposals) and Clause 10.4 (Change of Control) and such repurchase or redemption complies with Clause 21.14 (Restricted Payments).

“Excluded Contribution” means Net Cash Proceeds or property or assets received by Sunrise HoldCo III or a Permitted Affiliate Parent as capital contributions or Subordinated Shareholder Loans to Sunrise HoldCo III or a Permitted Affiliate Parent or from the issuance or sale (other than to a Restricted Subsidiary (as defined in Clause 10.4 (Change of Control))) of Capital Stock (other than Disqualified Stock) of Sunrise HoldCo III or a Permitted Affiliate Parent, in each case to the extent designated as an Excluded Contribution by Sunrise HoldCo III or a Permitted Affiliate Parent.”

(j)Delete Clause 21.13(c) (Restrictions on Financial Indebtedness) and delete limb (d) of the definition of Restricted Person in Clause 1.1 (Definitions) (and make any necessary renumbering changes accordingly).

8.Permitted Payment:

(a)Amend Clause 21.14(c)(xiv)(A) to include “(directly or indirectly)” after the words “an amount equal to such payment is reinvested”.

(b)Amend the definition of Permitted Payment to delete “under paragraph (vii) of that definition” from Clause 21.14(c)(xii) (Restricted Payments).

(c)Amend the definition of Permitted Payment to delete “and” at the end of Clause 21.14(c)(xxxvi)(B) and instead insert it at the end of Clause 21.14(c)(xxxvi)(C) and insert a new limb (D) in Clause 21.14(c)(xxxvi) (Restricted Payments) as follows:

“(D) any property received in connection with such transaction shall not constitute (i) a cure pursuant to Clause 22.4 (Cure provisions) or (ii) an Excluded Contribution, up to the amount of such Permitted Payment made under this Clause 21.14(c)(xxxvi);”

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(d)Amend the definition of Permitted Payment by inserting:

(i)a new Clause 21.14(c)(xlii) (Restricted Payments) as follows:

“in connection with any transfer of the equity interests in a member of the Borrower Group provided that (A) the ratio of Senior Net Debt to Annualised EBITDA would not be greater than it was immediately prior to the relevant transfer and (B) such member of the Borrower Group whose equity interests have been transferred pursuant to this paragraph, becomes an Affiliate Subsidiary or member of the Borrower Group within 3 Business Days of such transfer;”;

(ii)a new Clause 21.14(c)(xliii) (Restricted Payments) as follows:

“following a Public Offering of Sunrise HoldCo III or a Permitted Affiliate Parent or any Parent, the declaration and payment by Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent, or the making of any cash payments, advances, loans, dividends or distributions to any Parent to pay, dividends or distributions on the Capital Stock, common stock or common equity interests of Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent; provided that the aggregate amount of all such dividends or distributions under this paragraph shall not exceed in any financial year the greater of (A) 6 per cent. of the Net Cash Proceeds of such Public Offering or subsequent equity offering by Sunrise HoldCo III or any Permitted Affiliate Parent or contributed to the capital of Sunrise HoldCo III or any Permitted Affiliate Parent by any Parent in any form other than Financial Indebtedness or Excluded Contributions and (B) following the Initial Public Offering, an amount equal to the greater of (1) 7 per cent. of the Market Capitalisation and (2) 7 per cent. of the IPO Market Capitalisation; and”; and

(iii)a new Clause 21.14(c)(xliv) (Restricted Payments) as follows:

“in an aggregate amount outstanding at any time not to exceed the aggregate cash amount of Excluded Contributions, or consisting of non-cash Excluded Contributions, or Investments in exchange for or using as consideration Investments previously made under this Clause.”.

(e)Insert the following definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new Clause 21.14(c)(xliii) (Restricted Payments):

““Initial Public Offering” means an equity offering of common stock or other common equity interests of Sunrise HoldCo III, any Permitted Affiliate Parent or any Parent (the “IPO Entity”) following which there is a Public Market and, as a result of which, the shares of the common stock or other common equity interests of the IPO Entity in such offering are listed on an internationally recognised exchange or traded on an internationally recognised market.

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“IPO Market Capitalisation” means an amount equal to (a) the total number of issued and outstanding shares of Capital Stock of the IPO Entity at the time of closing of the Initial Public Offering multiplied by (b) the price per share at which such shares of common stock or common equity interests are sold or distributed in such Initial Public Offering.

“Market Capitalisation” means an amount equal to (a) the total number of issued and outstanding shares of Capital Stock of the IPO Entity on the date of the declaration of the relevant dividend, multiplied by (b) the arithmetic mean of the closing prices per share of such Capital Stock for the 30 consecutive trading days immediately preceding the date of the declaration of such dividend.

“Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock, Subordinated Shareholder Loans or other capital contributions, the Cash proceeds of such issuance or sale net of legal fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commission and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements).

“Public Market” means at any time after an equity offering has been consummated, shares of common stock or other common equity interests of the IPO Entity having a market value in excess of €75,000,000 on the date of such equity offering have been distributed pursuant to such equity offering.

“Public Offering” means any offering, including an Initial Public Offering, of shares of common stock or other common equity interests that are listed on an exchange or publicly offered (which shall include any offering pursuant to Rule 144A and/or Regulation S under the United States Securities Act of 1933 to professional market investors or similar persons).”

9.Loans and guarantees:

(a)Delete “, provided that no Obligor shall make a loan to any other member of the Borrower Group unless, within 60 days of making that loan:” from Clause 21.15(a) (Loans and guarantees) and also delete Clause 21.15(a)(i) and (ii) (Loans and guarantees) and make any consequential changes.

(b)Amend Clause 21.15(h)(v) to replace the reference to “30 days” with “60 days”.

(c)Delete Clause 21.15(bb) (Loans and guarantees) and replace it with the following:

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(d)“(bb)    any guarantee of any Financial Indebtedness of any Parent that is given by an Affiliate Subsidiary or another member of the Borrower Group provided that (i) on the date of incurrence of such guarantee the ratio of Total Net Debt to Annualised EBITDA on a pro forma basis would not exceed 5.50:1 (provided that outstanding Total Net Debt for the purpose of calculating such ratio under this paragraph shall include any Financial Indebtedness represented by guarantees by any member of the Borrower Group of Financial Indebtedness of any Parent), (ii) such guarantee is expressed to be subordinated to the liabilities of such Affiliate Subsidiary or other member of the Borrower Group (as applicable) under the Finance Documents and (iii) no Event of Default is continuing or occurs as a result of such Financial Indebtedness of that Parent being raised or issued;”.

10.Transfers by Lenders:

(a)Amend Clause 30.3(k) (Transfers by Lenders) to include “or Clause 29.9 (Replacement of Lenders)” after “under Clause 10.7 (Right of prepayment and cancellation in relation to a single Lender)”.

(b)Amend the new language to be included as a new Clause 30.3(b) (Transfers by Lenders) pursuant to paragraph 5(a) of Schedule 11 of this Agreement to insert “other than Clause [30.12] (Sub-participation)” immediately after “Notwithstanding any other provision of this Agreement”.21

11.Historic references: Delete any historic references which are no longer relevant (for example, references to Priority Pledge) to the extent not materially prejudicial to the interests of the Lenders and make any consequential changes.

12.Releases:

(a)Add a new paragraph (f) and a new paragraph (g) to Clause 29.4 (Release of Guarantees and Security) as follows:

“(f)    The Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of Sunrise HoldCo III, execute such documents as may be required or desirable to effect the release of any guarantees and/or Security which it is necessary or desirable to release in connection with any Permitted Tax Reorganisation provided that any equivalent guarantees and/or Security in respect of any other Pari Passu Lien Obligations are released simultaneously.”; and

“(g)    The Security Agent shall (and it is hereby authorised by the other Finance Parties to) upon the occurrence of a Permitted Guarantee Release, at the cost of Sunrise HoldCo III, execute such documents as may be required or desirable to effect the release of any guarantees and Security (other than Security in respect of (i) the shares in Sunrise HoldCo III and (ii) intercompany receivables payable by Sunrise HoldCo III) granted by Sunrise HoldCo IV.”

21 R&G note – this will be inserted once creeper 3(c) contained in the Ninth Amendments, Waivers, Consents and Other Modifications schedule has been included.

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(b)Insert new definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new paragraphs (f) and (g) in Clause 29.4 (Release of Guarantees and Security) as follows:

““Pari Passu Lien Obligations” means any Financial Indebtedness that has equal or substantially equal Security Interest priority to the Facilities on the Security (taking into account any intercreditor arrangements).

“Permitted Guarantee Release” means the release, at the option of Sunrise HoldCo III at any time when all Pari Passu Lien Obligations permit, of any guarantee granted by Sunrise HoldCo IV provided that all other guarantees granted by Sunrise HoldCo IV in connection with all other Pari Passu Lien Obligations are released simultaneously.”

13.Permitted Security:

(a)At paragraph (k) of the definition of Permitted Security Interest in Clause 1.1 (Definitions), insert the words “or any Refinancing Indebtedness in respect of such Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements” after reference to “Clause 21.13(b)(xviii) (Restrictions on Financial Indebtedness)”.

(b)At paragraph (m) of the definition of Permitted Security Interest in Clause 1.1 (Definitions), insert the words “and Security Interests created, incurred or assumed in connection with any Refinancing Indebtedness in respect of Financial Indebtedness pursuant to which any Security Interest over or affecting any asset (including any shares) acquired by a member of the Borrower Group after the Signing Date was granted” after the first reference to “the relevant acquisition or transaction”.

(c)At paragraph (i) of the definition of Permitted Security Interest in Clause 1.1 (Definitions), insert the words “and Security Interests created, incurred or assumed in connection with any Refinancing Indebtedness in respect of Financial Indebtedness pursuant to which any Security Interest over or affecting any asset of, or shares in, any person which becomes a member of the Borrower Group after the Signing Date was granted” after the first reference to “the relevant acquisition or transaction”.

(d)Insert a new paragraph (uu) to the definition of Permitted Security Interest in Clause 1.1 (Definitions) as follows: “any Security Interest arising under clause 24 or 25 of the general banking conditions (algemene bankvoorwaarden) of any member of the Dutch Banking Association.”

(e)Insert a new paragraph (H) in paragraph (t)(ii) of the definition of Permitted Security Interest in Clause 1.1 (Definitions) as follows (and make any necessary consequential changes): “(H) Financial Indebtedness which is permitted under sub-paragraph (xxxvi) of the definition of Permitted Financial Indebtedness,” once the amendment detailed at paragraph 7(h) of this Schedule 13 has been implemented.

(f)Insert a new paragraph (F) in paragraph (u)(ii) of the definition of Permitted Security Interest in Clause 1.1 (Definitions) as follows (and make any necessary consequential changes): “(F)    Financial Indebtedness which is permitted under sub-paragraph (xxxvi) of the definition of Permitted Financial

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Indebtedness,” once the amendment detailed at paragraph 7(h) of this Schedule 13 has been implemented.

14.Unrestricted Subsidiary: Delete the definition of Unrestricted Subsidiary in Clause 1.1 (Definitions) and replace it with the following:

““Unrestricted Subsidiary” means any Subsidiary of Sunrise HoldCo III, any Subsidiary of any Permitted Affiliate Parent and any Subsidiary of an Affiliate Subsidiary that is not an Obligor which is designated by Sunrise HoldCo III or any Permitted Affiliate Parent in writing as an Unrestricted Subsidiary.”

15.Increased Costs:

(a)Amend Clause 17.1(a) (Increased Costs) to delete both references to “the Signing Date” and replace with “the later of the date upon which (i) the Finance Party, who has incurred any Increased Cost which is the subject of this Clause, becomes a Party in accordance with the provisions of this Agreement and (ii) in the case of a Lender where the Facility under which such Lender initially had a Commitment when it became a Party has been cancelled, the first day of the Availability Period for the Facility under which such Lender has a Commitment (it being acknowledged that, where such Lender has Commitments under more than one Facility and such Facilities’ Availability Periods commenced on different dates, the relevant date shall be the earlier of those dates)”.

(b)Delete paragraph (b) of Clause 17.2 (Increased cost claims) and replace it with the following:

“Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate (giving reasonable details of the circumstances giving rise to such claim and of the calculation of the Increased Cost) confirming (i) the amount of its Increased Costs or, if applicable, the Increased Costs of any of its Affiliates, (ii) that it is its policy or current practice to seek to recover such Increased Costs to a similar extent from other similar borrowers in relation to similar existing facilities (such similarity, in each case, determined by reference to the treatment of borrowers and facilities under the law or regulation giving rise to the relevant Increased Cost) and (iii) that it had not already taken such Increased Costs into account as part of its fees and pricing in connection with the Facilities, a copy of which shall be provided to Sunrise HoldCo III at the same time as such certificate is delivered to the Facility Agent, provided that no Finance Party shall be required to disclose information it is not legally allowed to disclose or in respect of which it is bound by contractual requirements of confidentiality or which is otherwise price-sensitive information prohibited from being disclosed pursuant to applicable law or regulation.”

16.Legal Reservations:

(a)Insert a new definition in Clause 1.1 (Definitions) as follows:

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““Legal Reservations” means:

(a)    the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, court protection, examinership, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors;

(b)    the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim; and

(c)    any other general principles which are set out as qualifications or reservations as to matters of law in any legal opinion delivered under any Finance Document including (whether or not set out in such legal opinion) the qualification that security purporting to create fixed charges may create floating charges.”

(b)Amend Clause 10.4(d)(iii) (Change of Control) to delete reference to “substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents)” and replace with reference to “the Legal Reservations”.

(c)Amend Clause 20.4(a) (Legal validity) to delete reference to “any relevant reservations or qualifications as to matters of law contained in any legal opinion referred to in Part 1 of Schedule 2 (Conditions Precedent Documents) or (as applicable) paragraph 13 of Part 2 of Schedule 2 (Conditions Precedent Documents)” and replace with reference to “the Legal Reservations”.

(d)Amend Clauses 20.4(b) and (c) (Legal validity) to delete reference to “any relevant reservation or qualification as to matters of law contained in any legal opinion referred to in paragraph (a) above” and replace with reference to “the Legal Reservations”.

(e)Amend Clause 20.6(a) (Consents) to delete reference to “any relevant reservations or qualifications contained in any legal opinion referred to in Clause 20.4(a) (Legal validity) above” and replace with a reference to “the Legal Reservations”.

(f)Amend paragraph 3 of Schedule 11 (Agreed Security Principles) to delete reference to “any legal opinion referred to in Clause 20.4 (Legal Validity)” and replace with reference to “the Legal Reservations”.

17.Financial Covenant:

(a)Amend the definition of Senior Debt in Clause 22.1 (Financial definitions) to delete limb (c) of such definition and replace it with the following:

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“(c) any Financial Indebtedness referred to in Clauses 21.13(b)(viii), 21.13(b)(xii), 21.13(b)(xiii), 21.13(b)(xxix) and 21.13(b)(xxxiv) (Restrictions on Financial Indebtedness);”.

(b)Amend the definition of Senior Debt in Clause 22.1 (Financial definitions) to delete limb (d) of such definition and replace it with the following:

(d)    any Financial Indebtedness referred to in Clause 21.13(b)(xi) or 21.13(b)(xxxii) (Restrictions on Financial Indebtedness), for a period of six months following the date of completion of an acquisition referred to in Clause 21.13(b)(xi) or 21.13(b)(xxxii) (Restrictions on Financial Indebtedness) only;”.

18.Borrower Group: Amend the definition of Borrower Group in Clause 1.1 (Definitions) to insert “and any Subsidiary of such Affiliate Subsidiary that is designated as a member of the Borrower Group by Sunrise HoldCo III or a Permitted Affiliate Parent [(provided that such designation shall only remain in effect whilst the relevant Affiliate Subsidiary has not been the subject of an Affiliate Subsidiary Release)]22” after the reference to “Affiliate Subsidiary” in paragraph (c) of the definition of Borrower Group.

19.Intra-Group Services: Amend the definition of Intra-Group Services in Clause 1.1 (Definitions):

(a)insert “, including stock and other incentive plans” into limb (c)(ii) after “other benefits”;

(b)delete limb (c)(iv) and replace with the following:

“(iv) the provision of treasury, audit, accounting, banking, strategy, IT, branding, marketing, network, technology, research and development, installation and customer service, telephony, office, administrative, compliance, payroll or other similar services; and”;

(c)delete “, in the ordinary course of business and on terms not materially less favourable to the relevant member of the Borrower Group than arms’ length terms,” in limb (d).

20.Holding Company Expenses: Amend limb (e) of the definition of Holding Company Expenses in Clause 1.1 (Definitions) to include “and/or a Permitted Tax Reorganisation” after “Post-Closing Reorganisation”.

21.Business: Amend the definition of “Business” in Clause 1.1 (Definitions) as follows:

(a)insert a new limb (c) as follows and re-letter the existing limbs (c) and (d) accordingly:

22 R&G note – language to be included once Affiliate Subsidiary Release concept is included from previous set of UPC/Sunrise creepers.

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“(c) other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which any Parent or any member of the Borrower Group are engaged from time to time, including, without limitation, all forms of television, telephony (including, for the avoidance of doubt, mobile telephony) and internet services and any services relating to carriers, networks, broadcast or communications services, or Content;” and

(b)amend the existing limb (c) by inserting “, (c)” immediately after “(b)”.

22.Resignation of Obligors: Amend the definition of Borrower in Clause 1.1 (Definitions) to insert “or Clause [●] (Resignation of an Obligor (other than Sunrise HoldCo III))” immediately after “Clause 30.2 (Transfers by Obligors)”23.

23.Default: Amend the definition of Default in Clause 1.1 (Definitions) to insert “provided that any such event or circumstance which requires the satisfaction of a condition as to materiality before it becomes an Event of Default shall not be a Default unless that condition is satisfied” after “be an Event of Default”.

24.Acceleration: Amend Clause 23.18 (Acceleration) and Clause 23.19 (Maintenance Covenant Revolving Facility Acceleration) to insert a new paragraph as follows (and to make the consequential changes required to the numbering of the existing paragraphs in Clause 23.18 (Acceleration) and Clause 23.19 (Maintenance Covenant Revolving Facility Acceleration)):

“(b) Any notice of Default or Event of Default, notice of acceleration or instruction to the Facility Agent to provide a notice of Default or Event of Default or notice of acceleration, or to take any other action with respect to an alleged Default or Event of Default, may not be given with respect to any Default or Event of Default notified to the Facility Agent, reported publicly or which the Facility Agent otherwise became aware of, in each case, more than two years prior to such notice or instruction.”.

25.Permitted Transaction:

(a)Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert a new paragraph as follows:

“any acquisition or purchase of a spectrum license;”.

(b)Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert new paragraphs as follows:

“any step, circumstance or transaction which is mandatorily required by law (including arising under an order of attachment or injunction or similar legal process);”; and

“any intermediate steps or actions necessary to implement steps, circumstances, payments or transactions permitted or not prohibited by this Agreement;”.

23 R&G note – insertion of reference to new “Resignation of an Obligor (other than Sunrise HoldCo III)” clause to occur once “Resignation of Obligors” creeper contained in the Eighth Amendments, Waivers, Consents and Other Modifications schedule has been included.

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(c)Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert a new paragraph (i) as follows:

“so long as no [Default or Event of Default of the type specified in Clause 21.2 (Non-payment)]/[Relevant Event]24 has occurred and is continuing, Investments in any person to the extent that, after giving pro forma effect to any such Investment, the ratio of Senior Net Debt to Annualised EBITDA would not exceed 4.50 to 1.00;”

(d)Insert a new definition in Clause 1.1 (Definitions) as follows:

““Investment” means, with respect to any person, all investments by such person in other persons (including Affiliates) in the form of any direct or indirect advance, loan (other than advances or extensions of credit to customers in the ordinary course of business) or other extensions of credit (including by way of guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Financial Indebtedness or other similar instruments issued by, such person and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.”

26.Cash Equivalent Investment: Amend paragraph (a) of the definition of Cash Equivalent Investment in Clause 1.1 (Definitions) to insert “, the government of Switzerland” immediately after “the relevant member state of the European Union”.

27.Reference Banks: Delete the definition of Reference Banks in Clause 1.1 (Definitions) and replace it with the following:

““Reference Banks” means, subject to Clause 30.9 (Reference Banks), the principal London offices of such banks as may be approved by the Facility Agent with the consent of Sunrise HoldCo III and such banks.”

28.Representations: Amend Clause 20.20(a) (Times for making representations and warranties) by deleting “on the date of each Request and”.

29.Financial information:

(a)Delete the following “(provided however, that to the extent any reports are filed on the SEC’s website or Sunrise HoldCo III’s website, such reports shall be deemed supplied to the Facility Agent in sufficient copies for all Lenders)” from Clause 21.2(a) (Financial information) and replace it with “(provided however, that (x) to the extent any reports are filed on the SEC’s website or Sunrise HoldCo III’s website, such reports shall be deemed supplied to the Facility Agent in sufficient copies for all Lenders and (y) the information required to be included in a certificate signed by a director of Sunrise HoldCo III pursuant to Clause 21.2(a)(iii)(B) shall only be required to be included in a certificate which is supplied to the Facility Agent for the

24 To refer to Relevant Event once the amendment detailed at paragraph 3 of this Schedule 13 has been implemented

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benefit of the Lenders under Maintenance Covenant Revolving Facilities and, as such, such information shall not be required to be supplied to the Facility Agent in sufficient copies for, or for distribution to, all Lenders, and as such a separate certificate which does not include such information may be provided to the Facility Agent for the benefit of the other Lenders)”.

(b)Delete Clauses 21.2(a)(iv) and 21.2(a)(v).

30.Priority: Delete Clause 21.20 (Priority).

31.Share security:

(a)Amend Clause 21.21(b) (Share security) to insert “within 60 days of the date that such shares are issued” immediately after “pursuant to the terms of a Security Document”.

(b)Amend Clause 21.21(c) (Share security) to insert “provided that the Facility Agent (acting in its sole discretion) may elect to waive the requirements of this Clause 21.21(c) (Share security) if Sunrise HoldCo III gives an undertaking in a form reasonably satisfactory to it that such requirements will be satisfied within 60 days of the date that such shares are issued” immediately after “may reasonably require”.

(c)Amend Clause 21.21(f) (Share security) to delete “upon issue” and insert “within 60 days of the date that such shares are issued” immediately after “in favour of the Beneficiaries”.

32.Breach of other obligations:

(a)Delete Clause 23.3(a) (Breach of other obligations) (and make any necessary renumbering changes accordingly).

(b)Amend Clause 23.3(b) (Breach of other obligations) by deleting “in paragraph (a) above or” immediately after “(other than those referred to”.

33.Expenses:

(a)Amend Clause 26.1 (Transaction Expenses) to include “which are properly documented and are” immediately after “(including legal fees, subject to any agreed caps)”.

(b)Amend Clause 26.2 (Amendment Costs) to include “which are properly documented and are” immediately after “(including legal fees, subject to any agreed caps)”.

(c)Amend Clause 26.3 (Enforcement Costs) to include “which are properly documented and are” immediately after “(including legal fees)”.

34.Counterparts: Amend Clause 36 (Counterparts) to replace the first reference to “This Agreement” with “A Finance Document (other than a Security Document governed by

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the laws of a jurisdiction which requires such Security Document to be signed on a single copy in order for such Security Document to grant a valid and enforceable Security Interest)” and replace the second reference to “this Agreement” with “such Finance Document”.

35.Ultimate Parent: Amend the definition of Ultimate Parent in Clause 1.1 (Definitions) by adding a new paragraph (b) as follows and renumbering the existing paragraphs accordingly:

(b) upon consummation of any transaction whereby Liberty Global PLC has a Parent, “Ultimate Parent” will mean the top tier Parent above Liberty Global PLC and its successors;”.

36.Notices: Amend Clause 37 (Notices) to replace each reference to “this Agreement” with “a Finance Document unless specified to the contrary in such Finance Document”.

37.Breach of Intercreditor Agreement:

(a)[Reserved]

(b)Delete Clause 21.14(c) (Breach of Intercreditor Agreement).

38.Additional Obligor Conditions Precedent:

(a)[Reserved]

(b)Delete paragraph 3(a) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) and make any necessary renumbering changes accordingly.

(c)Delete paragraph 3(b) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) once the amendment detailed at paragraph 1(a) of this Schedule 13 has been implemented and make any necessary renumbering changes accordingly.

(d)Amend paragraph 3(c) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) to delete “, together with a Pledge of Subordinated Shareholder Loans executed by the Additional Guarantor in respect of such Financial Indebtedness and the other documents referred to in Clause 21.22(a) (Shareholder Loans)” and replace it with “and, to the extent that Sunrise HoldCo III elects that such Financial Indebtedness should constitute Subordinated Shareholder Loans, a pledge over the instrument pursuant to which such proposed Subordinated Shareholder Loans have or has been advanced”.

(e)Delete paragraph 3(d) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) once the amendment detailed at paragraph 43 of this Schedule 13 has been implemented and make any necessary renumbering changes accordingly.

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(f)Delete paragraph 4 of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) and make any necessary renumbering changes accordingly.

(g)Delete paragraph 7(b) of Part 2 (To be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent Documents) and make any necessary consequential and renumbering changes accordingly.

39.Form of Request and Cancellation Notice:

(a)Amend Part 1 (Form of Request (Advances)) and Part 2 (Form of Cancellation and/or Prepayment Notice) of Schedule 3 (Form of Request and Cancellation Notice) to include reference to “Revolving Facility” wherever there is a reference to “Additional Facility”.

(b)Amend Part 1 (Form of Request (Advances)) and Part 3 (Form of Request (Documentary Credits)) of Schedule 3 (Form of Request and Cancellation Notice) to delete reference to “We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Request” and replace it with “We confirm that each condition specified in Clause 4.2 (Further conditions precedent) that is required to be satisfied on the date of this Request is satisfied or (where required to be satisfied on the proposed Utilisation Date) is or will be satisfied on such Utilisation Date”.

(c)Amend Part 3 (Form of Request (Documentary Credits)) of Schedule 3 (Form of Request and Cancellation Notice) to insert “Documentary Credit” immediately prior to each reference to “Beneficiary”.

40.Personal liability: Amend Clause 1.2(j) (Construction) to delete the wording immediately after “that member of the Wider Group in a” and replace it with “Finance Document, certificate or other document required to be delivered under any Finance Document.”

41.Change of Control: Amend the definition of Controlling Company in Clause 10.4 (Change of Control) to delete “and” at the end of paragraph (A) and to delete Clause 10.4(b) (Change of Control) (and make any necessary consequential amendments) and instead include such language as new paragraphs below paragraph (B) as follows:

“(C) after a Post-Closing Reorganisation, New Intermediate Holdco and its successors; or

(D) after a Spin-Off in which LGEF and its successors (or if a Permitted Affiliate Group Designation Date has occurred, the Common Holding Company and its successors) is no longer a Parent of Sunrise HoldCo III Holdco (or if a Permitted Affiliate Group Designation Date has occurred, a common Parent of Sunrise HoldCo III Holdco and any Permitted Affiliate Parent), a Parent of Sunrise HoldCo III Holdco (or if a Permitted Affiliate Group Designation Date has occurred, a common Parent of Sunrise HoldCo III Holdco and any Permitted Affiliate Parent) designated by Sunrise HoldCo III and any successors of such Parent;”

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42.Enforcement of and undertakings in relation to certain agreements: Delete Clause 21.3A (Enforcement of and undertakings in relation to certain agreements) and Clause 21.3(c) (Information – Miscellaneous).

43.Shareholder Loans: Delete Clause 21.22 (Shareholder Loans) and make any other necessary consequential amendments.

44.Further security over receivables: Delete Clause 21.23 (Further security over receivables) and make any other necessary consequential amendments.

45.Sunrise Financing: Delete Clause 21.26(a) (Sunrise Financing) and replace it with the following:

“(a) Each Borrower will ensure that the proceeds of any loan made to Sunrise Financing by Sunrise HoldCo III or Sunrise FinCo II and the proceeds of any drawing made by Sunrise Financing shall be (i) used to prepay or repay any third party Financial Indebtedness to the extent not prohibited under this Agreement or (ii) invested by way of intercompany loan or equity subscription in one or more other members of the Borrower Group within five Business Days of receipt of such proceeds or, as the case may be, the relevant Utilisation Date.”

46.Cross default: Delete Clause 23.5(e) (Cross default).

47.Insolvency: Delete Clause 23.6(c) (Insolvency) and make any necessary renumbering changes accordingly.

48.Additional Obligors:

(a)Amend Clause 30.8(b) (Additional Obligors) and 30.8(d) (Additional Obligors) to delete “or (ii)”.

(b)Amend Clause 30.8(c)(i) to insert “under that Facility” immediately after “Majority Lenders”.

(c)Delete Clause 30.8(c)(iv).

49.Amendments and Waivers: Insert a new Clause 29.1(c) (Required consents) as follows “In respect of any request for a consent, waiver, amendment or other vote under the Finance Documents, a Lender may not vote part (but may vote all) of its Commitments in favour or against such request and a Lender may not abstain from voting part (but may abstain from voting all) of its Commitments in respect of such request, other than, in each case, with the prior written consent of Sunrise HoldCo III (in its sole discretion) and, in the event that any Lender purports to vote (or abstain from voting) its Commitments in breach of this paragraph (c) in respect of any request made by a member of the Borrower Group, such Lender shall be deemed to have voted all of its Commitments in favour of such request.”

50.Agreed Security Principles: Delete paragraph 3(a)(ii)(C) of Schedule 11 (Agreed Security Principles).

51.Cure provisions:

(a)Delete Clause 22.4(a) (Cure provisions) and replace with the following:

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“(a)    Sunrise HoldCo III may cure a breach of the financial ratio set out in Clause 22.2 (Financial Ratio) by procuring that:

(i)    additional equity is injected into, and/or additional Subordinated Shareholder Loans are provided to, one or more members of the Borrower Group in an aggregate amount equal to or greater than the amount which if it had been deducted from Senior Net Debt for the Ratio Period in respect of which the breach arose, would have avoided the breach;

(ii)    additional equity is injected, and/or additional Subordinated Shareholder Loans are provided to, one or more members of the Borrower Group in an aggregate amount equal to or greater than the amount which if it had been added to EBITDA for the Ratio Period in respect of which the breach arose, would have avoided the breach;

(iii)    any Revolving Facility Outstandings, Outstandings under any Additional Revolving Facility and/or net indebtedness under any Ancillary Facility are prepaid (from any source selected by Sunrise HoldCo III in its sole discretion) in an amount which if such prepayment had occurred immediately prior to the calculation on the last day of the Ratio Period in respect of which the breach arose, the Financial Ratio Test Condition as at the last day of that Ratio Period would have not been met and therefore the financial ratio would not have been required to be tested;

(iv)    non-cash assets are contributed to one or more members of the Borrower Group in an aggregate amount (determined by reference to such non-cash assets’ fair market value (as determined by Sunrise HoldCo III in good faith)) equal to or greater than the amount which if it had been deducted from Senior Net Debt for the Ratio Period in respect of which the breach arose, would have avoided the breach; or

(v)    non-cash assets are contributed to one or more members of the Borrower Group in an aggregate amount (determined by reference to such non-cash assets’ EBITDA (as determined by Sunrise HoldCo III in good faith)) equal to or greater than the amount which if it had been added to EBITDA for the Ratio Period in respect of which the breach arose, would have avoided the breach.”

(b)Delete Clause 22.4(b) (Cure provisions) and replace with the following:

“(b)    A cure under this Clause 22.4 will not be effective unless:

(i)in the case of paragraphs (a)(i), (a)(ii), (a)(iv) and (a)(v) an amount equal to or greater than the required amount of additional equity, the proceeds of any Subordinated Shareholder Loans, the EBITDA of the

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non-cash assets or the amount of non-cash assets (as applicable) are received by one or more members of the Borrower Group; or

(ii)in the case of paragraph (a)(iii) above, any Revolving Facility Outstandings, Outstandings under any Additional Revolving Facility and/or net indebtedness under any Ancillary Facility that are required to be prepaid are so repaid,

in each case, within 30 Business Days of delivery of the financial statements delivered under Clause 21.2 (Financial information) which show that Clause 22.2 (Financial Ratio) has been breached (“Cure Period”).”

(c)Delete Clause 22.4(d) (Cure provisions) and replace with the following:

“(d)    Sunrise HoldCo III shall make an election (at its sole discretion) by notice to the Facility Agent prior to the end of the Cure Period as to whether a breach of the financial ratio set out in Clause 20.2 (Financial Ratio) shall be cured pursuant to a recalculation as described in either sub-paragraph (a)(i), (a)(ii), (a)(iii), (a)(iv) or (a)(v) above.”

(d)Delete Clause 22.4(e) (Cure provisions) and replace with the following:

“(e)    If Sunrise HoldCo III makes an election for a recalculation as described in sub-paragraphs (a)(i), (a)(ii), (a)(iv) and (a)(v) above, it shall be under no obligation to apply the amount of additional equity, the proceeds of any Subordinated Shareholder Loans or the amount of non-cash assets that are received by one or more members of the Borrower Group in prepayment of the Facilities or for any other specific purpose and such amount will be deemed to be deducted from Senior Net Debt or added to EBITDA for the purposes of Clause 22.2 (Financial Ratio) (as applicable) as at the last day of the relevant Ratio Period.”

(e)Delete Clause 22.4(h) (Cure provisions) and replace with the following:

“(h)    Where a cure is exercised under this Clause 22.4 in respect of a breach of Clause 22.2 (Financial Ratio) for any financial quarter and Sunrise HoldCo III makes an election for a recalculation as described in sub-paragraph (a)(ii) or (a)(v) above, the amount of additional equity, the proceeds of any Subordinated Shareholder Loans or the EBITDA of the non-cash assets (as applicable) that are received by one or more members of the Borrower Group shall also be added in calculating EBITDA for any future Ratio Period that includes such financial quarter. Any Adjustments pursuant to this paragraph will not be treated as a separate cure.”

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52.Capital Stock: Move the definition of Capital Stock from Clause 10.4 (Change of Control) to its correct alphabetic position in Clause 1.1 (Definitions) and make any necessary consequential changes.

53.Contractual recognition of bail-in:

(a)[Reserved]

(b)[Reserved]

(c)Amend limb (b) of the definition of Write-down and Conversion Powers in Clause 1.1 (Definitions) to insert “other than the UK Bail-In Legislation” immediately after “any other applicable Bail-In Legislation”.

(d)Delete limb (c) of the definition of Write-down and Conversion Powers in Clause 1.1 (Definitions) and replace it with:

“(c) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.”

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Schedule 14

TENTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS

All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 14 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule but not defined shall have the meanings given to such terms in the Credit Agreement.

In this Schedule, references to “recent Liberty precedent” shall be construed to mean any Liberty Global Reference Agreement.

1.Determinations – Option A:

Delete clause 22.5 (Determinations) in its entirety and replace it as follows:

(a)Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF, will be taken into account at its CHF equivalent using the effective exchange rate in the relevant foreign exchange hedging transactions.

(b)Unless stated to the contrary in this Agreement, all the terms used above are to be calculated in accordance with the Relevant Accounting Principles.

(c)Notwithstanding paragraphs (a) and (b) above, Hedged Debt (as defined below) will be taken into account at its CHF equivalent calculated using the same weighted average exchange rates for the relevant Ratio Period used in the profit and loss statements of the relevant accounts of the Borrower Group for calculating the CHF equivalent of EBITDA denominated in the same currency as the currency in which that Hedged Debt is denominated or into which it has been swapped, as described below.

“Hedged Debt” means:

(i)Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF in which any member of the Borrower Group earns EBITDA (a “functional currency”) and that has not been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF; and

(ii)Financial Indebtedness of the Borrower Group that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into a functional currency.

(d)If there is a dispute as to any interpretation of or computation for Clause 22.1 (Financial definitions), the interpretation or computation of the auditors of Sunrise HoldCo III shall prevail.

2.Determinations – Option B:

Delete clause 22.5 (Determinations) in its entirety and replace it as follows:

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(a)Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF that has been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF, will be taken into account at its CHF equivalent using the effective exchange rate in the relevant foreign exchange hedging transactions.

(b)Financial Indebtedness of the Borrower Group originally denominated in any currency other than CHF that has not been swapped, directly or indirectly through one or more foreign exchange hedging transactions, into CHF, will be taken into account at its CHF equivalent using:

(i)if the Borrower Group has generated EBITDA in the relevant Ratio Period denominated in that currency, the same weighted average exchange rates for the relevant Ratio Period used in the profit and loss statements of the relevant accounts of the Borrower Group for calculating the CHF equivalent of EBITDA denominated in that currency; or

(ii)if the Borrower Group has not generated EBITDA in the relevant Ratio Period denominated in that currency, the weighted average exchange rates for the relevant Ratio Period determined by Sunrise HoldCo III acting reasonably,

provided that if a calculation is being made in connection with the incurrence of that Financial Indebtedness, at the election of Sunrise HoldCo III in its sole discretion, it may be taken into account at its CHF equivalent using the Agent’s Spot Rate of Exchange at the time of that calculation.

(c)Unless stated to the contrary in this Agreement, all the terms used above are to be calculated in accordance with the Relevant Accounting Principles.

(d)If there is a dispute as to any interpretation of or computation for Clause 22.1 (Financial definitions), the interpretation or computation of the auditors of Sunrise HoldCo III shall prevail.

3.Determinations – Option C:

Delete clause 22.5 (Determinations) in its entirety and replace it as follows:

(a)Financial Indebtedness and EBITDA of the Borrower Group originally denominated in any currency other than CHF may, at the election and determination of Sunrise HoldCo III in its sole discretion, be taken into account at its CHF equivalent using:

(i)the weighted average exchange rates for the relevant period determined by Sunrise HoldCo III acting reasonably;

(ii)exchange rates otherwise consistent with the exchange rate methodology applied in the financial statements required to be delivered under Clause 21.2(a)(i) or (ii) (Financial information);

(iii)in connection with Financial Indebtedness of the Borrower Group only, the effective exchange rates in respect of any related foreign exchange hedging transactions; or

(iv)the spot rate on the relevant date (such rate as elected and determined by Sunrise HoldCo III acting reasonably).

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(b)Unless stated to the contrary in this Agreement, all the terms used above are to be calculated in accordance with the Relevant Accounting Principles.

(c)If there is a dispute as to any interpretation of or computation for Clause 22.1 (Financial definitions), the interpretation or computation of the auditors of Sunrise HoldCo III shall prevail.

4.General CHF amendments: Amend all references to “Euro”, “Euros” or “€” to refer to “CHF” in all provisions of the Credit Agreement and/or the Intercreditor Agreement related to baskets, thresholds, ratios, permissions, financial covenant calculations and covenants (including, without limitation, in the definition of Cash and clause 1.5 (Exchange Rates) provided that, for the avoidance of doubt, there shall be no change to any number referenced in the Credit Agreement and the Intercreditor Agreement based on a foreign exchange differential.

5.Deferred consideration for receivables financings:

Add a new paragraph in Clause 21.15 (Loans and guarantees) as follows:

“any loan made or credit given to any person that acquires receivables directly or indirectly from any member of the Borrower Group in connection with any asset securitisation programme or receivables factoring transaction.”

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SIGNATORIES

Facility Agent and Security Agent

EXECUTED as a DEED for and on behalf of

THE BANK OF NOVA SCOTIA as Facility Agent

AUTHORIZED SIGNATORY

……………………………….

Name:     AUTHORIZED SIGNATORY

Title: Director

AUTHORIZED SIGNATORY

……………………………….

Name:     AUTHORIZED SIGNATORY

Title: Director

EXECUTED as a DEED for and on behalf of

THE BANK OF NOVA SCOTIA as Security Agent

AUTHORIZED SIGNATORY

……………………………….

Name:     AUTHORIZED SIGNATORY

Title: Director

AUTHORIZED SIGNATORY

……………………………….

Name:     AUTHORIZED SIGNATORY

Title: Director

(Project Omega – signature page to AAA Accession Agreement)

(Project Omega – signature page to AAA Accession Agreement)

Company

EXECUTED as a DEED for and on behalf of

SUNRISE HOLDCO III B.V. acting by:

AUTHORIZED SIGNATORY

……………………………….

Name:     AUTHORIZED SIGNATORY

Title: Authorized Signatory

AUTHORIZED SIGNATORY

……………………………….

Name:     AUTHORIZED SIGNATORY

Title: Authorized Signatory

AUTHORIZED SIGNATORY

……………………………….

Name: AUTHORIZED SIGNATORY

Title: Authorised Signatory

(Project Omega – signature page to AAA Accession Agreement)

Borrower

EXECUTED as a DEED for and on behalf of

SUNRISE FINANCING PARTNERSHIP acting by:

AUTHORIZED SIGNATORY

……………………………….

Name:     AUTHORIZED SIGNATORY

Title: Authorized Signatory

AUTHORIZED SIGNATORY

……………………………….

Name:     AUTHORIZED SIGNATORY

Title: Authorized Signatory

AUTHORIZED SIGNATORY

……………………………….

Name:     AUTHORIZED SIGNATORY

Title: Authorized Signatory

(Project Omega – signature page to AAA Accession Agreement)

Additional Facility AAA Lender

EXECUTED as a DEED for and on behalf of

THE BANK OF NOVA SCOTIA acting by:

AUTHORIZED SIGNATORY

……………………………….

Name:     AUTHORIZED SIGNATORY

Title:     Director

AUTHORIZED SIGNATORY

……………………………….

Name:     AUTHORIZED SIGNATORY

Title:     Authorized Signatory

(Project Omega – signature page to AAA Accession Agreement)

Exhibit 4.11 CH MSA (Tech) - Front-end LG DRAFT (150824) FINAL CLEAN (Redacted) Exhibit 4.11

CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY BRACKETS IS

CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10) (IV) OF

REGULATION S-K BECAUSE IT (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT

THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

Amendment Agreement #2

between

Liberty Global Technology Services B.V.

and

Sunrise GmbH

relating to the

Technology Master Services

Agreement

CONTENTS

1.VariationofthePrincipalAgreement1

2.Entireagreement1

3.Rightsetc.cumulativeandothermatters2

4.Furtherassurance2

5.Costs2

6.Invalidity2

7.Counterparts3

8.Lawandjurisdiction3

Schedule1:VariationofthePrincipalAgreement6

1

THIS AGREEMENT dated 8 November 2024

BETWEEN:

(1)LIBERTY GLOBAL TECHNOLOGY SERVICES B.V., registered in the Netherlands with

company number 80203582 whose registered office is at Boeing Avenue 53, 1119 PE, Schiphol-

Rijk, the Netherlands (Liberty Global);

and

(2)SUNRISE GMBH, incorporated and registered in Switzerland with company number CHE-

106.848.147, whose registered office is at Thurgauerstrasse 101B, 8152 Glattpark (Opfikon,

Switzerland (the Service Recipient),

together the “Parties” and each a “Party”. Background:

A.Liberty Global and the Service Recipient (formally known as UPC Schweiz GmbH) entered

into a Technology Master Services Agreement (previously known as the T&I Services

Agreement) dated 14 December 2014 as amended by the Amendment Agreement dated 31

March 2023 (the "Principal Agreement").

B.The Parties now wish to vary the terms of the Principal Agreement on the terms set out in this

Agreement.

C.In consideration of the mutual covenants herein contained, and for the good and valuable

consideration received, the Parties hereby agree as follows:

1.VARIATION OF THE PRINCIPAL AGREEMENT

1.1Variations

With effect from 8 November 2024, the Principal Agreement shall be amended and restated as set

out in Schedule 1 to this Agreement.

1.2Precedence

If any of the provisions of this Agreement are inconsistent with or in conflict with any of the

provisions of the Principal Agreement then, to the extent of any such inconsistency or conflict, the

provisions of this Agreement shall prevail.

2.ENTIRE AGREEMENT

2.1This Agreement, together with any documents referred to in it, constitutes the whole agreement

between the Parties relating to its subject matter and supersedes and extinguishes any prior drafts,

agreements, undertakings, representations, warranties and arrangements of any nature, whether in

writing or oral, relating to such subject matter.

2

2.2Each Party acknowledges that it has not been induced to enter into this Agreement by any

representation or warranty other than those contained in this Agreement and, having negotiated and

freely entered into this Agreement, agrees that it shall have no remedy in respect of any other such

representation or warranty except in the case of fraud. Each Party acknowledges that its legal

advisers have explained to it the effect of this clause 2.2.

2.3No variation of this Agreement shall be effective unless made in writing and signed by each of the

Parties.

3.Rights cumulative and other matters

3.1Subject to the specific exclusions and limitations and express provisions to the contrary set out in

this Agreement, the rights, powers, privileges and remedies provided in this Agreement are

cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or

otherwise.

3.2The exercise or waiver, in whole or in part, of any right, remedy, or duty provided for in the

Agreement will not constitute the waiver of any prior, concurrent or subsequent right, remedy, or duty

within the Agreement.

3.3No failure to exercise nor any delay in exercising by any party to this Agreement of any right, power,

privilege or remedy under this Agreement shall impair or operate as a waiver thereof in whole or in

part.

3.4No single or partial exercise of any right, power, privilege or remedy under this Agreement shall

prevent any further or other exercise thereof or the exercise of any other right, power, privilege or

remedy.

4.FURTHER ASSURANCE

At any time after the date hereof each of the Parties shall, at the request and cost of another party,

execute or procure the execution of such documents and do or procure the doing of such acts and

things as the party so requiring may reasonably require for the purpose of giving to the party so

requiring the full benefit of all the provisions of this Agreement, subject to any express restrictions in

this Agreement on the extent of either Party’s obligations under this Agreement.

5.COSTS

Subject to any express provisions to the contrary each Party to this Agreement shall pay its own

costs of and incidental to the negotiation, preparation, execution and carrying into effect of this

Agreement and in carrying out any related due diligence.

6.INVALIDITY

6.1If any provision of this Agreement is held by any court or competent authority to be illegal, void,

invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability

of the remainder of this Agreement in that jurisdiction shall not be affected, and the legality,

validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be

affected.

3

6.2In these circumstances, the Parties shall meet to discuss the affected provisions and shall substitute

a lawful and enforceable provision which so far as possible results in the same economic effects.

4

7.COUNTERPARTS

This Agreement may be executed in any number of counterparts, which shall together constitute one

Agreement. Any Party may enter into this Agreement by signing any such counterpart.

8.LAW AND JURISDICTION

This Agreement and any non-contractual obligations arising from or connected with it shall be

governed by and construed in accordance with the law applicable to the Principal Agreement and

shall be subject to the jurisdiction of the courts and/or any dispute resolution mechanism set out in the

Principal Agreement.

9.ELECTRONIC SIGNATURE

The Parties may sign this Agreement electronically. Parties agree that the person using electronic

signature is authorised to bind that party and that their electronic signature is the legal equivalent of

their manual signature on this Agreement and consent to be legally bound by the terms and conditions

of this Agreement. Parties also agree that no certification authority or other Third Party verification

is necessary to validate their electronic signature and that the lack of such certification or Third

Party verification will not in any way affect the enforceability of their electronic signature or any

resulting contract between them. Parties hereto acknowledge and agree that in any legal proceedings

between them respecting or in any way relating to this Agreement, each waives the right to raise any

defence based on its execution hereof by electronic means or the delivery of such executed

counterparts by electronic delivery, as applicable.

5

SIGNATURE

This Agreement is signed by duly authorised representatives of the parties:

SIGNEDby

Liberty Global Technology Services B.V.

/s/ Cherilyn Laban        /s/ Baptiest Coopmans

By: Liberty Global Europe Management B.V.By: Liberty Global Europe Management B.V.

Its: solely authorised managing directorIts: solely authorised managing director

By: C. LabanBy: B. Coopmans

Its: jointly authorised managing directorIts: jointly authorised managing director

6

SIGNEDby

Sunrise GmbH

/s/ Jany Fruytier          /s/ Marcel Huber

By: Jany FruytierBy: Marcel Huber

Its: CFOIts: General Counsel & Chief Corporate Affairs

Officer

SCHEDULE 1: AMENDED AND RESTATED PRINCIPAL AGREEMENT

TECHNOLOGY<br><br>MASTER SERVICES AGREEMENT
______________________________
____________<br><br>Liberty Global Technology Services BV<br><br>and<br><br>Sunrise GmbH

CONTENTS

ClausePage

1.Interpretation3

2.Services3

3.Duration5

4.Standard for Services5

5.Third Party Suppliers6

6.Service Beneficiaries7

7.Service Recipient Obligations8

8.Dependencies and Relief Events9

9.CPE Software10

10.Charges, Costs and Invoicing10

11.Tax12

12.[INTENTIONALLY DELETED]12

13.VAT12

14.Governance13

15.Change Management Procedure13

16.Access and Information13

17.Intellectual Property Rights14

18.Service Recipient Data15

19.Data Protection15

20.Confidentiality16

21.Security Requirements17

22.Audit Rights19

23.Business Continuity and Disaster Recovery20

24.Suspension20

25.Termination21

26.Consequences of Termination23

27.Exit Assistance25

28.Representations and Warranties27

29.Liability27

30.Losses of Affiliates29

31.Employees30

32.Assignment and Subcontracting31

33.Compliance and Regulatory Matters32

34.Force Majeure35

35.Non-Solicitation36

36.Legal Relationship36

37.Costs37

38.No Set-Off37

39.Further Assurances37

40.Notices37

41.Language38

42.Conflicts38

43.Entire Agreement38

44.Waivers38

45.Counterparts39

46.Variations39

47.Invalid Terms39

48.No Third Party Enforcement39

49.Governing Law39

50.Dispute Resolution39

Schedules

Schedule 1 (Service Description) [redacted]

Schedule 2 (Service Operating Model) [redacted]

Schedule 3 (Change Management Procedure) [redacted]

Schedule 4 (Charges) [redacted]

Schedule 5 (Pass-through Services) [redacted]

Schedule 6 (Excluded Services) [redacted]

Schedule 7 (Service Performance) [redacted]

Schedule 8 (General Dependencies) [redacted]

Schedule 9 (Definitions and Interpretation)

This AGREEMENT dated 8 November 2024

BETWEEN:

(1)SUNRISE GmbH, incorporated and registered in Switzerland with company number

CHE-106.848.147, whose registered office is at Thurgauerstrasse 101B, 8152 Glattpark Opfikon,

Switzerland (the Service Recipient); and

(2)LIBERTY GLOBAL TECHNOLOGY SERVICES B.V., registered in the Netherlands with

company number 80203582 whose registered office is at Boeing Avenue 53, 1119 PE, Schiphol-

Rijk, the Netherlands (the Service Provider),

(each a party and together, the parties).

BACKGROUND:

(A)The Service Provider currently provides certain technology services to the Service Recipient as set

out in this Agreement (as amended from time to time).

IT IS AGREED:

1.INTERPRETATION

Words and expressions used in this Agreement shall be interpreted in accordance with the

Definitions and Interpretation Schedule.

2.SERVICES

2.1The Service Provider shall provide, or procure the provision of, the Services (as further set out in the

Services Schedule) to the Service Recipient and each member of the Service Recipient Group agreed

in accordance with clause 6 (each a Service Beneficiary) in accordance with the terms and

conditions of this Agreement. The Service Recipient in return pays the agreed Service Charges to the

Service Provider.

Service Boundary

2.2The Service Provider's obligation to provide each Service is subject to the applicable Service

Boundary, meaning that the Service Provider is not required to provide that Service beyond the

Service Boundary and neither the Service Recipient nor any Service Beneficiary is entitled to use

that Service beyond the Service Boundary without the Service Provider's prior written permission.

2.3For each Service to which a Service Boundary applies, the parties shall (at any party’s request from

time to time):

(a)discuss the potential extension of the Service Boundary for that Service, including the

potential associated changes to Service Charges; and

(b)if the parties reach agreement upon a basis to extend the Service Boundary, they shall

develop, agree and enter into a Change to give effect to that agreement pursuant to the

Change Management Procedure.

2.4Any extension of a Service Boundary under this clause shall be subject to the Service Provider

obtaining any corresponding Authorisations, the costs for which shall be allocated pursuant to clause

5.

Operational Processes

2.5Subject to clause 2.6, in performing and receiving each Service, each party shall, and shall procure

that each member of its Group shall (to the extent such member receives or provides Services),

comply with the roles and responsibilities applicable to that party (and its Group), and with the

processes, that are relevant to that Service as set out in the following parts of the Service Operating

Model:

(a)Governance Model;

(b)Platform Services;

(c)Delivery Services; and

(d)Operational Services;

(e)(collectively, the Operational Processes).

2.6For each Service, the Operational Processes are subject to any modification, or disapplication, of

those Operational Processes as specified in the applicable Service Description.

2.7Each party shall comply with its obligations concerning forecasting, and reporting Service usage,

under the Operational Processes.

2.8                          [redacted]

2.9            Excluded Services

2.9The parties acknowledge and agree that the Excluded Services are outside the scope of this

Agreement and the Service Provider shall not be required to provide any Excluded Services to the

Service Recipient under this Agreement.

2.10The Service Recipient acknowledges and agrees that:

(a)the Service Provider Group and their respective staff, directors, employees and consultants

are not qualified, regulated, licensed and/or authorised to provide tax, legal, accounting,

pensions, insurance or financial services or other financial advice to the Service Recipient or

its Affiliates;

(b)nothing in this Agreement will require the Service Provider Group or their respective staff,

directors, employees or consultants to hold or obtain regulatory consents or licenses in the

provision of the services described at clause 2.9(a);

(c)the Services do not constitute tax, legal, accounting, pensions, insurance or financial services

or other financial advice and are not intended to be relied upon or form the basis of any

decision by any member of the Service Recipient Group in relation to such matters; and

(d)the Service Recipient should conduct its own investigation and due diligence and analysis

and take advice from appropriately qualified tax and/or legal and/or accounting and/or

financial services and/or other advisers to satisfy itself that any act, position, filing, contract,

commitment, decision or matter is appropriate with regard to the circumstances and

requirements of the Service Recipient Group.

3.DURATION

Agreement Term

3.1This Agreement as amended and restated shall commence on the Effective Amendment Date and

shall continue until the date of expiry of the Service Term for the last remaining Service (or

Services) under this Agreement, in accordance with its terms (the Term).

Service Terms

3.2The Service Provider shall provide each Service until the later of:

(a)subject to any earlier termination under clause 25 or any extension for a Renewal Term, the

end of the applicable Initial Service Term;

(b)the end of the Renewal Term for that Service; and

(c)the end of the Exit Period for that Service,

(the Service Term).

Renewal

3.3Unless otherwise set out in the Service Description, the Service Recipient may request to renew the

Services for one additional 24 month term (the Renewal Term) by giving the Service Provider 12

months’ written notice before the end of the Initial Service Term.

4.STANDARD FOR SERVICES

4.1In providing the Services the Service Provider shall:

(a)use reasonable care and skill in accordance with applicable industry standards;

(b)subject to clause 8.5, comply with Applicable Laws [redacted] as they relate to the provision

of the Services by the Service Provider (subject always to each party's obligations to comply

with a Required Change due to a change in Applicable Laws as further described in the

Change Management Procedure); and

(c)ensure that those of its personnel whose decisions are necessary for the proper provision of

the Services are available during Working Hours on reasonable notice for consultation on

any material matter relating to the Services and have reasonable skill, experience and

qualifications.

4.2If the Service Provider materially or persistently fails to meet (a) the Service standards under

clause 4.1 or (b) [redacted] then, following the referral and completing the process in accordance

with paragraph 5 (Service Management) of the Governance Model, the Service Provider shall, at its

cost:

(a)carry out an appropriate analysis of the cause of the relevant failure;

(b)put in place and execute a plan for remediation of the relevant failure; and

(c)ensure it provides the Services in accordance with the relevant Service standards under

clause 4.1 as soon as possible.

4.3[redacted].

5.THIRD PARTY SUPPLIERS

Authorisations

5.1The parties agree that:

(a)certain of the Services may be provided in whole or in part by or through the use of third

parties on behalf of the Service Provider, or the provision of Services or a Pass-Through

Service  by the Service Provider may require licences or consents granted by third party

rights holders (such third parties, in each case excluding, for the avoidance of doubt, the

Affiliates from time to time of the Service Provider, being Third Party Suppliers) under

one or more contracts (including an Original Supply Agreement)  to which the Service

Recipient and any relevant Service Beneficiaries are not a party (collectively, Third Party

Supply Contracts); and

(b)the use of Third Party Supply Contracts in the manner described in (a) above may require an

Authorisation.

5.2From the Effective Amendment Date, the Service Provider shall:

(a)use reasonable endeavours to obtain (to the extent not obtained before the Effective

Amendment Date) and maintain each Authorisation necessary under a Third Party Supply

Contract to provide the relevant Services to the Service Recipient and relevant Service

Beneficiaries in accordance with this Agreement; and

(b)notify the Service Recipient (to the extent the Service Recipient is not already aware as at

the Effective Amendment Date) as soon as reasonably practicable if any Third Party

Supplier refuses (without making a counter-offer or offering further negotiations) to provide

an Authorisation necessary under a Third Party Supply Contract, or if a necessary

Authorisation has not been obtained by the date from which it is required.

5.3Where permitted by Applicable Laws, the Service Recipient shall (and shall procure that relevant

Service Beneficiaries shall) provide reasonable support to the Service Provider in obtaining any

Authorisations, as may be reasonably requested by the Service Provider from time to time.  As

between the parties, the Service Provider shall be solely responsible for managing its relationship

with the Third Party Suppliers and the Service Recipient shall not (and shall procure that the Service

Recipient Group shall not) discuss or communicate with any Third Party Suppliers regarding the

provision of the Services, the obtaining of any Authorisation or the existence or substance of this

Agreement.

Authorisation Expenses

5.4If, in complying with its obligations to obtain and maintain Authorisations under clause 5.2, the

Service Provider or any of its Affiliates is required to make any one-off or recurring payment to the

relevant Third Party Supplier in return for that Third Party Supplier agreeing to provide the required

Authorisation that is not reflected in the relevant Service Charges (Authorisation Expenses), the

Service Provider shall:

(a)use reasonable endeavours to minimise the Authorisation Expenses;

(b)act on a fair and reasonable basis in connection with the negotiation and agreement of any

Authorisation Expenses and shall not unfairly prejudice the Service Recipient or the Service

Beneficiaries relative to the Service Provider Group (including by not prioritising the

commercial objectives of the Service Provider Group over the Service Recipient or any

Service Beneficiary);

(c)notify the Service Recipient of the relevant Authorisation Expenses as soon as reasonably

practicable; and

(d)provide such information as the Service Recipient shall reasonably request in respect of such

Authorisation Expenses.

5.5The Service Recipient shall reimburse the Service Provider, as Reimbursable Costs, for any

Authorisation Expenses incurred by the Service Provider or any of its Affiliates in complying with

its obligations to obtain and maintain Authorisations under clause 5.2 (and each reimbursement may

be on a recurring and/or one-off basis, depending on the nature of the Authorisation Expenses to be

reimbursed).

Compliance with Authorisations and Third Party Supply Contracts

5.6Subject to any confidentiality obligations binding upon it, the Service Provider shall give the Service

Recipient reasonable notice of any relevant obligations owed to, or restrictions put in place by, a

Third Party Supplier in respect of each Authorisation or under any Third Party Supply Contract.

5.7The Service Recipient shall and shall procure that each Service Beneficiary shall:

(a)comply with the terms of all relevant obligations owed to, or restrictions put in place by, a

Third Party Supplier under a Third Party Supply Contract; and

(b)not act (or omit to act) in any way that the Service Recipient knows (or ought reasonably to

know) would result in a breach by any member of the Service Provider Group of the terms

of any Authorisation or Third Party Supply Contract (including any use or on-provision of a

Service in breach of this Agreement).

5.8The Service Recipient shall notify the Service Provider in writing as soon as reasonably practicable

if the Service Recipient (or any Service Beneficiary) becomes aware of any circumstances that

constitute a breach (or are likely to result in a breach) of clause 5.7.

5.9The Service Recipient shall indemnify the Service Provider on written demand against all Losses

incurred by the Service Provider or any Affiliate of the Service Provider arising from a breach by the

Service Recipient (or any Service Beneficiary) of clause 5.7.

6.SERVICE BENEFICIARIES

6.1The Service Provider acknowledges that the Service Recipient has entered into this Agreement for

its own benefit and the Service Provider shall perform its obligations under this Agreement for the

benefit of the Service Recipient and the Service Recipient Group as at the Effective Amendment

Date.

Extending Services to the broader Service Recipient Group

6.2In relation to any Service, the parties shall (at any party's request from time to time):

(a)discuss the potential extension of that Service to other members of the Service Recipient

Group, including the potential associated changes to Service Charges; and

(b)if the parties reach agreement upon a basis to extend that Service to additional members of

the Service Recipient Group, they shall develop, agree and enter into a Change to give effect

to that agreement pursuant to the Change Management Procedure;

[redacted]

6.3Any extension of Services to additional recipients under clause 6.2 shall be subject to the Service

Provider obtaining any corresponding Authorisations in accordance with the terms of this

Agreement, the costs for which shall be allocated pursuant to clause 5.

6.4The Service Recipient shall (as between the parties):

(a)procure that each Service Beneficiary shall use the relevant Services in accordance with the

terms of this Agreement (including by complying with all restrictions in this Agreement

relating to the use of the relevant Services), as if those terms and restrictions applied to that

Service Beneficiary; and

(b)be liable for all acts and omissions of each Service Beneficiary in connection with the

receipt of the Services for which, if such acts and omissions were of the Service Recipient,

the Service Recipient would be liable (whether for breach of this Agreement, in tort

(including negligence), in breach of a statutory duty, under any indemnity or otherwise),

subject to the exclusions and limitations of liability under this Agreement.

7.SERVICE RECIPIENT OBLIGATIONS

7.1The Service Recipient shall, and shall procure that each Service Beneficiary shall, at its own cost,

ensure that those of its personnel whose decisions are necessary for the proper administration and

performance of the Services are available during Working Hours on reasonable notice for

consultation on any material matter relating to the Services and have reasonable skill, experience and

qualifications.

7.2The Service Recipient shall:

(a)ensure that each Service is used solely for the benefit of each relevant Service Beneficiary of

that Service, for the purposes of carrying on the business of that Service Beneficiary; and

(b)ensure that each Service Beneficiary complies, with Applicable Laws applicable to them in

connection with the receipt or use of the Services under this Agreement.

7.3To the extent that the Service Boundary for a Service permits the resale of that Service by the

Service Recipient or a Service Beneficiary, the Service Recipient shall (as between the parties) be

liable for the access or use of the Services by its or that Service Beneficiary's customers as though it

were the access or use of the Services by it or that Service Beneficiary.

7.4For the avoidance of doubt, the Service Recipient acknowledges and agrees that it and the Service

Beneficiaries shall use or access the Services solely for the purposes set out in clause 7.2(a) and in

accordance with the terms and conditions of this Agreement.  The Service Recipient shall not, and

shall procure that the Service Beneficiaries shall not, provide or resell any Service to any third party

except as expressly permitted by the applicable Service Description.

8.DEPENDENCIES AND RELIEF EVENTS

8.1The Service Provider shall not be liable for any failure to perform, or for any delay in the

performance of, any obligations under this Agreement (including obligations to perform the

Services):

(a)to the extent caused, or contributed to, by:

(i)any failure by the Service Recipient or the Service Beneficiaries to perform (or

procure the performance of) one or more Dependencies; or

(ii)any act or omission by the Service Recipient or by any Service Beneficiary that the

Service Recipient is aware (or reasonably ought to be aware) will, or will be likely

to, cause the Service Provider to be unable to perform any obligation under this

Agreement; or

(b)if a Service is Dependent on another Service and that Service is:

(i)suspended by the Service Provider in accordance with clause 24 (suspension);

(ii)terminated by the Service Provider in accordance with clauses 25.1 (breach), 25.2

(non-payment) or 25.3 (insolvency), by the Service Recipient in accordance with

clause[redacted] 25.8 (early termination of a Service), or by either party in

accordance with clause 25.5 (force majeure); or

(iii)the Service Term expires,

unless a Change to address the relevant Dependency is agreed in accordance with the Change

Management Procedure (each of which shall be a Relief Event).

8.2If the Service Provider becomes aware that a Relief Event has occurred:

(a)it shall provide reasonable notice to the Service Recipient, identifying the Relief Event and

its effect or likely effect on the supply of the Services and/or on the ability of the Service

Provider to perform its obligations under this Agreement;

(b)to the extent it is able to do so, the Service Provider shall:

(i)discuss with the Service Recipient any actions that may reasonably be taken by the

Service Recipient (or any Service Beneficiary) to seek to mitigate the effect of the

Relief Event; and

(ii)if reasonably requested by the Service Recipient, provide details of any incremental

Reasonable Costs likely to be incurred by the Service Provider in relation to any

such proposed mitigating actions in relation to the Relief Event; and

(c)use its reasonable endeavours to perform any proposed mitigating actions reasonably

requested by the Service Recipient and for which the Service Recipient has agreed to incur

any associated Reasonable Costs.

8.3The Service Recipient shall promptly reimburse the Service Provider, as Reimbursable Costs, for all

incremental Reasonable Costs incurred by the Service Provider in seeking to mitigate the effect of a

Relief Event in accordance with clause 8.2(c).

8.4The Service Provider and its Affiliates may, in providing each Service, rely on the provision of data

and information to it by or on behalf of the Service Recipient and each Service Beneficiary in respect

of that Service.  Except as otherwise agreed in writing, the Service Provider has no obligation to

review, verify or otherwise confirm the accuracy, completeness or sufficiency of the data or

information provided by, or on behalf of, the Service Recipient or any Service Beneficiary (and the

Service Provider Group is not liable for Claims arising as a result of the inaccuracy, insufficiency or

incompleteness of the data or information provided by or on behalf of the Service Recipient or any

Service Beneficiary).

8.5The Service Provider shall not be in breach of this Agreement if and to the extent that it is unable to

provide any of the Services or perform any of its other obligations under this Agreement:

(a)without breaching any Applicable Laws (subject always to each party's obligations to

comply with a Required Change due to a change in Applicable Laws (as further described in

the Change Management Procedure); or

(b)if to do so would breach the terms of an Authorisation.

9.CPE SOFTWARE

In consideration of the Service Recipient agreeing to pay the CPE Software Fees to the Service

Provider, the Service Provider grants to the Service Recipient a non-exclusive, non-transferable,

non-sub-licensable right to use the CPE Software within the Service Boundary and Territory for the

sole purpose of and subject to receiving the Entertainment Service and Connectivity Service in

accordance with the terms and conditions set out in this Agreement  during the Service Term for

each of the Entertainment Service and Connectivity Service (each a CPE Software Period).

10.CHARGES, COSTS AND INVOICING

Service Charges

10.1Except as expressly stated otherwise in a Service Description, each Service Charge:

(a)is categorised in the Charges Schedule as a Base Charge or Scalable Charge;

(b)the Base Charges shall be invoiced in advance (not more than one month before the month

to which the Service Charges relate) in equal monthly instalments; and

(c)the Scalable Charges shall be calculated and invoiced monthly in arrears.

Pass-Through Costs

10.2The Service Provider shall invoice the Service Recipient for Pass-Through Costs monthly, at any

time after the first day of the relevant month to which the invoice relates, based upon the Service

Provider’s Pass-Through Costs for the relevant month.

Reimbursable Costs

10.3Reimbursable Costs shall be invoiced by the Service Provider and payable on a monthly basis in

arrears (at any time after the end of the relevant month to which the invoice relates).

Third Party Cost increases

10.4Subject to clause 10.5, if any Third Party Cost (other than a Pass-Through Cost) associated with the

Service Provider's provision of any Service (or element of a Service) increases by 10% or more

compared with the equivalent cost as at the Effective Amendment Date, including increased charges

under Third Party Supply Contracts (other than an Original Supply Agreement and any Pass-

Through Costs, which shall be passed-through in accordance with the Pass-Through Services

Schedule), the Service Provider may, [redacted] on written notice to the Service Recipient, increase

the Service Charges in respect of any affected Service(s) by an amount proportionate to the increase

in that Third Party Cost.

10.5[redacted]

Invoicing and Payment

10.6In respect of each Service (or part thereof) provided during the relevant Service Term, the Service

Recipient shall pay the Charges (and such other amounts that are payable by the Service Recipient to

the Service Provider or any of its Affiliates under this Agreement) invoiced by the Service Provider

or any of its Affiliates within 30 calendar days from the date of receipt of the relevant invoice (the

Due Date).

10.7If the Service Recipient reasonably and in good faith believes that any invoice or part of an invoice

issued by the Service Provider or any of its Affiliates is manifestly incorrect, it shall within 15

calendar days of receipt of such invoice notify the Service Provider in writing stating the reasons

why it believes the invoice to be incorrect.  The Service Recipient's notice will constitute a Dispute

and will be addressed in accordance with the Escalation Procedure.  During the existence of any such

Dispute, the Service Provider shall continue to provide the Services in accordance with this

Agreement.  The Service Recipient shall be entitled to withhold payment of the disputed amount but

shall be obliged to pay any undisputed part of the invoice by the applicable Due Date.  On settlement

of any such Dispute the Service Recipient shall pay within 15 calendar days of the date of such

settlement any amount that is properly due and owing under the invoice (and that date for payment

shall be the Due Date for those amounts for the purposes of this clause 10.7).

10.8The Service Recipient shall make all payments under this Agreement to the Service Provider's Bank

Account.

10.9Payment under this Agreement, including in particular clause 10.6, shall be in immediately available

funds in the denomination noted against the relevant Charges by electronic transfer on or prior to the

Due Date.

10.10If any sum due for payment under this Agreement (except for any amounts validly disputed under

clause 10.7) is not paid by the applicable Due Date, the Service Recipient shall pay Default Interest

on that sum from, but excluding, the applicable Due Date to, and including, the date of actual

payment, calculated on a daily basis and compounding annually.

10.11If, in respect of any part of an invoice under clause 10.6 that the Service Recipient has not disputed

in accordance with clause 10.7, or in respect of any amount subject to a dispute and determined to be

properly due and owing, the Service Recipient has failed to pay the Service Provider by the

applicable Due Date:

(a)then after the date falling seven calendar days after the applicable Due Date, the Service

Provider may notify the Service Recipient of such failure with copies addressed to the

Governance Committee (the Default Notice); and

(b)without prejudice to any other rights or remedies the Service Provider may have under this

Agreement or at law, if by the date falling 30 calendar days after the date of the Default

Notice under clause 10.11(a) the Service Recipient has failed to pay such invoice, the

Service Provider shall have the right to suspend the Services (or part of the Services) to the

extent to which they relate to the unpaid Charges without further notice until the relevant

payment has been made; and

(c)without prejudice to any other rights or remedies the Service Provider may have under this

Agreement or at law, if by the date falling 60 calendar days after the date of the Default

Notice which has been served under clause 10.11(a) the Service Recipient has failed to pay

such invoice, the Service Provider shall have the right to terminate the Services (or part of

the Services) reasonably determined by the Service Provider to relate to the unpaid Charges,

immediately on written notice to the Service Recipient at any time that the relevant payment

remains unpaid.

11.TAX

11.1Each party shall pay all sums payable under this Agreement without any Tax Deduction, except as

required by Applicable Law.

11.2If a party (the Payor) is required by Applicable Law to make a Tax Deduction  from a sum payable

under this Agreement to the other party (the Recipient), the Payor shall:

(a)make such Tax Deduction and any payment to a Tax Authority required in connection with

that Tax Deduction within the time allowed and in the minimum amount required by law;

(b)subject to the outcome of  clause 11.3 below, pay to the Recipient such additional amounts

as will ensure that the Recipient receives, in total, a net amount which (after any Tax

Deductions have been made) is no less than the amount it would have been entitled to

receive in the absence of any such requirement to make a Tax Deduction; and

(c)promptly deliver to the Recipient evidence reasonably satisfactory to the Recipient that a

Tax Deduction has been made and any appropriate payment paid to the relevant Tax

Authority.

11.3In the event that any Tax Deduction becomes required by Applicable Law to be made from an

amount payable under this Agreement, the parties shall cooperate reasonably and in good faith to

take reasonable steps to secure any reduction of or exemption from any residual Tax Deduction,

including (without limitation) completing any necessary procedural formalities and providing any

relevant tax documentation in connection with levying of and qualification for a full or partial refund

of such Tax Deduction under any applicable double taxation treaty.

12.[INTENTIONALLY DELETED]

13.VAT

13.1All sums payable under this Agreement, including the Charges, are exclusive of any amounts in

respect of any VAT chargeable on the supply or supplies for which that sum is the whole or part of

the consideration.

13.2If, under this Agreement, the Service Provider (or the Service Provider's Affiliate, as the case may

be) makes a supply for VAT purposes and that Service Provider or Affiliate (or, if applicable, the

representative member of that Service Provider's or Affiliate's VAT group) is required to account to

a Tax Authority for VAT in respect of that supply, the Service Recipient shall pay to the Service

Provider or Affiliate (as the case may be) (in addition to, and at the same time as, any other

consideration for that supply) an amount equal to that VAT, and the Service Provider shall provide

to the Service Recipient, or procure the provision of, a valid VAT invoice addressed to the Service

Recipient or the relevant Service Beneficiary as the case may be.

13.3Any sum payable under this Agreement by the Service Recipient:

(a)shall be paid by the Service Recipient on its own behalf to the extent that the sum relates to a

Service which the Service Recipient receives, and on behalf of the relevant Service

Beneficiary to the extent that the sum relates to a Service received by that Service

Beneficiary; and

(b)shall be received by the Service Provider on its own behalf to the extent that the sum relates

to a Service that the Service Provider provides, and on behalf of the relevant Affiliate of the

Service Provider to the extent that the sum relates to a Service provided by that Affiliate.

14.GOVERNANCE

The parties shall each have their rights, and comply with their respective obligations, in the

Governance Model.

15.CHANGE MANAGEMENT PROCEDURE

The parties shall each have their rights, and comply with their respective obligations, as set out in the

Change Management Procedure.

16.ACCESS AND INFORMATION

16.1Each of the Service Provider and the Service Recipient shall, and the Service Recipient shall procure

that each Service Beneficiary shall:

(a)subject to the remainder of this clause 16.1:

(i)give employees or contractors of the other party's Group access to the facilities,

premises or personnel of their own Group during Working Hours; and

(ii)promptly provide information (including copies of documents and data) and other

assistance, and make available personnel and other resources, to the other party,

in each case, to the extent reasonably required by the other party to provide or receive the Services

under this Agreement, as the case may be; and not restricted by Applicable Laws.

16.2Provided that such other party notifies the assisting party of the requirement for such access,

information, assistance, personnel or other resource, in each case promptly on becoming aware of

such requirement, each party shall;

(a)take reasonable steps to ensure the safety of any employees or contractors of the other party's

Group who visit their premises;

(b)not use, or attempt to access or interfere with, any Systems or data used by the other party's

Group, unless authorised to do so under this Agreement;

(c)ensure that its employees or contractors, or those of its Affiliates, shall at all times when

visiting the premises of the other party's Group:

(i)carry visible and suitable means of identification;

(ii)comply with any reasonable security and other directions given by the other party's

Group relating to conduct on their premises; and

(iii)not interfere with the employees or contractors of the other party's Group, or the

business operations of the other party's Group; and

(d)ensure that any dealings with the other party's Group's customers or suppliers (including, in

the case of the Service Provider, any Third Party Suppliers), in each case, to the extent

required in connection with this Agreement, are conducted in a professional and competent

manner.

16.3 The Service Provider and the Service Recipient's obligations under clause 16.1 shall be limited to

the extent applicable to the provision or receipt of the Services (as relevant) under this Agreement.

16.4The Service Provider and the Service Recipient shall each indemnify the other party and its

Affiliates on written demand against all Losses that result from its breach of clauses 16.2(b) or

16.2(c).

17.INTELLECTUAL PROPERTY RIGHTS

17.1Nothing in this Agreement shall:

(a)unless expressly stated otherwise, operate to transfer, or otherwise grant to any party any

right or interest in either party's Intellectual Property Rights; or

(b)affect the ownership by either party or its licensors of Intellectual Property Rights existing at

the Effective Amendment Date.

17.2No party's trade marks or brands shall be used by any other party for any purpose other than in

accordance with a Service Description or as otherwise expressly agreed in writing between the

relevant parties.

17.3The parties acknowledge that all Intellectual Property Rights in the Service Provider Materials vest,

or shall vest, in the Service Provider or its licensors automatically.

17.4To the extent that any Intellectual Property Rights do not vest in the Service Provider in accordance

with clause 17.3, the Service Recipient hereby assigns (including by present assignment of future

rights), and shall procure that each relevant member of its Group shall assign, all of those Intellectual

Property Rights to the Service Provider or, at the Service Provider's request, to another member of

the Service Provider's Group or its nominee,.

17.5The parties acknowledge that all Intellectual Property Rights in the Service Recipient Materials, as

between the parties are and shall remain the property of the Service Recipient.

17.6Subject to clause 5, the Service Provider hereby grants, and shall procure that its relevant Affiliates

shall grant, in each case from the Effective Amendment Date, to the Service Recipient a non-

exclusive, non-transferable (except as set out in clause 32), non-sub-licensable licence to access and

use the Service Provider Materials and Service Provider Systems that are made available to the

Service Recipient by a member of the Service Provider Group in the provision of Services (the

Service Provider Licensed Materials), in each case:

(a)to the extent necessary for, and for the sole purpose of, the Service Recipient’s receipt of the

Services in accordance with this Agreement during the applicable Service Term; and

(b)subject to clause 5, to the extent that licence grant is subject to any Authorisation.

17.7Without prejudice to clause 5 and 21.5, the Service Recipient shall comply (and shall procure that

each Service Beneficiary shall comply) with the terms of any third party sublicence, or any other

third party restrictions relating to the Service Provider Licensed Materials, that are notified to the

Service Recipient in writing from time to time.

17.8The Service Recipient hereby grants, and shall procure that its relevant Affiliates shall grant, in each

case from the Effective Amendment Date, to the Service Provider and its Affiliates a royalty-free,

non-exclusive, non-transferable (except as set out in clause 32), sub-licensable licence to access, use,

modify and adapt:

(a)the Service Recipient Materials (including the Service Recipient Data) and the Service

Recipient Systems, in each case to the extent necessary for, and for the sole purpose of, the

Service Provider's provision of the Services, maintenance of the Platforms and performance

of its other obligations in accordance with this Agreement during the applicable Service

Term; and

(b)the Service Recipient Data, for operational processes concerning the Systems used by the

Service Provider to provide the Services (including the use of telemetry and service usage

data to monitor and configure the performance of those Systems).

17.9The Service Recipient shall notify the Service Provider in writing as soon as reasonably practicable

of any claim or action against any member of the Service Recipient Group and/or Service Provider

Group by any third party that the provision, receipt and/or use by that member of the Service

Recipient Group and/or Service Provider Group of any Service Provider (or any part of them) in

accordance with the terms of this Agreement infringes the Intellectual Property Rights of that third

party.

17.10For the avoidance of doubt, each party shall be under a general duty to mitigate any Losses that are

under this clause 17.

18.SERVICE RECIPIENT DATA

18.1The Service Provider shall only store, copy and/or use Service Recipient Data to perform its

obligations under this Agreement and for the operation and development of the Services.

18.2The Service Provider shall not disclose Service Recipient Data to any third party without the prior

written consent of the Service Recipient, save as expressly permitted under this Agreement.

18.3The Service Recipient shall not provide Service Recipient Data to the Service Provider if that

Service Recipient Data is protected by legal or contractual obligations preventing it from being

disclosed outside the Territory.

19.DATA PROTECTION

19.1The parties have entered into a data processing agreement on or about the Effective Amendment

Date (the Data Processing Agreement) which shall apply to the provision and receipt (as

applicable) of the Services.

19.2To the extent that the scope of the Services being provided under this Agreement changes, the parties

shall review their existing arrangements (including the Data Processing Agreement and any sub-

processing arrangements entered into in accordance with the Data Processing Agreement) for

compliance with the Data Protection Laws, and shall cooperate in good faith with a view to agreeing

any amendments to the existing arrangements to reflect the changes to the Services.

20.CONFIDENTIALITY

20.1Each party shall, and shall procure that its Representatives shall, maintain Confidential Information

in confidence and not disclose Confidential Information to any person except:

(a)as permitted by this clause 20;

(b)in the case of a disclosure by the Service Provider, as the Service Recipient approves in

writing; or

(c)in the case of a disclosure by the Service Recipient, as the Service Provider approves in

writing.

20.2Subject to clause 20.4 below, clause 20.1 shall not prevent disclosure by a party or any of its

Representatives to the extent that:

(a)disclosure is required by Applicable Laws or by any stock exchange or Governmental

Authority (including any Tax Authority) having applicable jurisdiction provided that, except

in connection with disclosure to a Tax Authority, the disclosing party shall first use its

reasonable endeavours (subject to compliance with Applicable Laws or the requirements of

any stock exchange or Governmental Authority) to inform the other party of its intention to

disclose such information and take into account the reasonable comments of the party whose

Confidential Information it is;

(b)disclosure is made to a Tax Authority in connection with the investigation of the Tax affairs

of the disclosing party (including, in the case of the Service Provider, a member of the

Service Provider Group and, in the case of the Service Recipient, a Service Beneficiary);

(c)disclosure is of Confidential Information which was lawfully in the possession of that party

or any of its Representatives (in each case as evidenced by written records) without any

obligation of secrecy before its being received or held (except, in the case of a disclosure by

the Service Recipient, for Confidential Information of the Service Provider that was in the

possession of the Service Recipient before the Effective Amendment Date to the extent to

disclose such Confidential Information would breach legal confidentiality obligations

binding upon the Service Recipient);

(d)disclosure is of Confidential Information which has previously become publicly available

other than through that party's breach of this Agreement (or any act or omission of any of

that Party or its Representatives that would have constituted such a breach had that act or

omission been undertaken by that party);

(e)disclosure is required for the purpose of any arbitral or judicial proceedings arising out of

this Agreement;

(f)disclosure is required to a party's Representatives who need to know such information for

the purposes of carrying out the party's (or a member of its Group's) obligations under this

Agreement (or, in the case of Representatives that are professional advisers to that party,

advising on ordinary course matters such as finance raising or divestments), subject to each

party ensuring that such Representatives comply with equivalent obligations of

confidentiality as under this clause 20;

(g)disclosure to a Third Party Supplier is required for the Service Provider to comply with any

obligations under a Third Party Supply Contract or Authorisation, subject to the Service

Provider ensuring that its Third Party Suppliers comply with equivalent obligations of

confidentiality as under this clause 20; or

(h)restricting such disclosure would cause any of the arrangements contemplated in this

Agreement to fall within the description set out in Hallmark A1 contained in Part II of

Annex IV of Directive 2011/16/EU.

20.3Subject to clause 20.2, a party shall not use the other party's Confidential Information other than for

the purposes of exercising rights or performing obligations under, and in accordance with, this

Agreement.

20.4Each party undertakes that it (and shall procure that its Representatives) shall:

(a)only disclose Confidential Information as permitted by this clause 20 if it is reasonably

required and after having informed the recipient of the Confidential Information of its

confidential nature; and

(b)adequately protect Confidential Information against disclosure, distribution, theft, damage,

loss and other unauthorised access and shall exercise in relation to the Confidential

Information no lesser security measures and degree of care than it (and its Representatives)

actually exercises in relation to its own Confidential Information.

20.5This clause 20 shall survive the termination or expiry of this Agreement for any reason for a period

of five (5) years or until it is objectively clear that the relevant information ceases to be Confidential

Information (whichever is earliest).

21.SECURITY REQUIREMENTS

21.1To prevent unauthorised access or damage to, or use or alteration of, any Systems and related

Confidential Information (or other data), each of the Service Provider and the Service Recipient

shall, and shall procure that any of its Affiliates that are involved in the provision or receipt of the

Services, as the case may be, shall:

(a)co-operate in any reasonable security arrangements that the Service Provider considers

necessary to prevent any unauthorised person from accessing any System or data in a

manner not authorised by this Agreement;

(b)assess on a periodic basis and, where relevant, report to the other party any threats to the

Systems arising as a result of any access granted under this Agreement; and

(c)ensure that all users of the other party's (or its Affiliates') Systems undertake a controlled

authorisation process before System access is granted, and remove access privileges in a

timely manner once they are redundant.

21.2If either the Service Provider or the Service Recipient detects, or is informed of, a breach of its

protective measures that actually has, or will (or is likely to) have a material impact on the Services

or the integrity of any Confidential Information (or other data) of the other party on any Systems, it

shall, at all times in accordance with Applicable Laws:

(a)immediately act to prevent or mitigate the effects of the breach;

(b)report the breach and any further information required under Applicable Laws to the other

party without undue delay after detection; and

(c)take the necessary steps to confine and stop the breach and ensure that the breach does not

re-occur and report those steps to the other party.

21.3Each of the Service Provider and the Service Recipient shall (and shall procure that each member of

their respective Groups shall) use reasonable endeavours to ensure that it does not introduce into the

Systems or software of the other Party’s Group any software virus, Trojan horse and/or other

harmful or malicious code.

21.4To the extent that each of the Service Provider or the Service Recipient has access to the Systems of

the other party's Group (either directly or through any of its Affiliates or any of its or their respective

personnel), then the accessing party shall, and shall procure that its relevant Affiliates shall,  access

the Systems of the other party's Group with the degree of skill, diligence, prudence and foresight

which would reasonably be expected from a skilled and experienced person engaged in the same

type of undertaking under the same or similar circumstances and providing or receiving services

similar or equivalent to the Services and in particular:

(a)only access and use the Systems of the other party's Group in accordance with the terms of

this Agreement, the Security Policies and Procedures and any related reasonable instructions

of the other party from time to time;

(b)have in place technical and organisational measures consistent with the information security

standards that it would be reasonable to expect a skilled and experienced person engaged in

the same type of undertaking under the same or similar circumstances and providing or

receiving services similar or equivalent to the Services to comply with;

(c)procure that its personnel only use the Systems of the other party's Group for the purposes of

receiving the Services and/or performing its obligations under this Agreement and do not

access or use and/or attempt to access and/or use any data and/or information which may be

held on the other Systems of the other party's Group which are not required in order to

provide or receive the Services;

(d)not connect any new equipment, hardware or software to the other Systems of the other

party's Group other than in accordance with this Agreement or as agreed in writing between

the parties;

(e)not damage or cause any loss of data or make any changes (without the other party's prior

written consent) to any part of the Systems of the other party's Group; and

(f)keep safe and secure all passwords and other information needed to access those Systems or

their accounts.

21.5Except to the extent expressly permitted under this Agreement, the Service Recipient shall not, and

shall procure that each relevant Service Beneficiary does not:

(a)reverse engineer, decompile, disassemble, decrypt, modify any of the Service Provider

Systems or Software, or use or access the source code versions of Software;

(b)copy, translate, or create derivative works of any Service Provider Systems or Software;

(c)assign, transfer, sell, rent, distribute, sublicense or otherwise deal in or encumber the Service

Provider Systems or Software, or use the Service Provider Systems or Software for the

benefit of, or on behalf of, a third party, or make the Service Provider Systems available to a

third party other than as solely necessary to receive the Services under and in accordance

with this Agreement;

(d)use or access the Service Provider Systems or Software;

(e)remove or alter any copyright or other proprietary notice on any of the Service Provider

Systems or Software;

(f)download, use or access patches, enhancements, bug fixes, or similar updates to the Service

Provider Systems or Software which are provided or made available by a third party;

(g)interfere with or disrupt the integrity or performance of the Service Provider Systems or

Software;

(h)use or access the Service Provider Systems or Software to disrupt or cause harm to a third

party's Systems, Software or environment;

(i)use or access the Service Provider Systems or Software to build a software, product or

service that competes with any Service or Software;

(j)directly or indirectly cause any such Systems or Software to become subject to any lien,

whether by operation of law or otherwise; or

(k)copy or make the Service Provider Systems or Software available on any public or external

distributed network.

21.6Each of the Service Provider and the Service Recipient may suspend the other party's access to their

Group's Systems (and, where relevant, the Affiliates of the other party) upon immediate written

notice, if in the reasonable opinion of the Service Provider or the Service Recipient (as applicable)

the integrity or security of the Systems of that party's Group, or any data stored on them, are being

jeopardised by the activities of the other party or its Affiliates or any third party engaged by that

party (or accessing Systems on its behalf) for so long as the relevant Systems are jeopardised,

provided that Service Provider or the Service Recipient (as applicable) may only exercise its rights

under this clause 21.6  to the minimum extent necessary for the legitimate protection of its interests,

where suspension is the most appropriate remedy for the breach.

21.7The Service Recipient shall indemnify the Service Provider on written demand from and against any

and all Losses that the Service Provider (or its Affiliates) suffers or incurs as a result of any failure

by the Service Recipient and/or the Service Beneficiaries to comply with clause 21.5.

21.8The Service Provider shall maintain physical and logical security standards in accordance with the

established policies and procedures of the Service Provider Group in relation to the provision of the

Services.

22.AUDIT RIGHTS

[redacted]

23.BUSINESS CONTINUITY AND DISASTER RECOVERY

23.1Where applicable to the provision of the Services, the Service Provider shall have and continue to

have in place business continuity plans and disaster recovery plans (together the Business

Continuity Plans).

23.2The Business Continuity Plans shall:

(a)where required, be prepared in accordance with the minimum standards prescribed from

time to time by any Regulator and Applicable Laws and, if appropriate, be updated

[redacted] to the extent necessary for the continued provision of the Services (including any

changes to the Services in accordance with the Change Management Procedure); and

(b)comply with the relevant policies of the Service Provider Group concerning disaster

recovery and business continuity for equivalent services or activities in place at the relevant

time.

23.3Each of the Service Provider and the Service Recipient shall notify the other party as soon as

reasonably practicable if it (or, in the case of the Service Recipient, a Service Beneficiary) believes

that there has been, or is likely to be, an event that requires the implementation of the Business

Continuity Plans.  The Service Provider shall then implement and perform its obligations set out in,

and in accordance with, the Business Continuity Plans.

24.SUSPENSION

24.1If any member of the Service Recipient Group accesses or uses Service Provider Materials, Service

Provider Systems (including Software) or the Services in a way that:

(a)violates any third party's privacy rights, or infringes or misappropriates Intellectual Property

Rights; or

(b)breaches clause 7.2; 21.5 or 33.1; or

(c)jeopardises the integrity or security of the Service Provider Systems, or any data stored on

them or any related services,

and the Service Provider determines that it is necessary to suspend one or more Services (or any

part(s) thereof) in order to avoid or mitigate an adverse impact on the Service Provider Systems or

the Services; or

(d)the Service Provider:

(i)determines that it is necessary to suspend one or more Services in order to prevent

unauthorised access or damage to, or use or alteration of, any Systems used in

connection with the provision or receipt of the Services, or Confidential Information

(or other data) shared in connection with this Agreement: or

(ii)detects, or is informed of, a breach of its protective measures that actually has, or

will (or is likely to) have a material impact on any Services or the integrity of any

Confidential Information (or other data) of the other party on any Systems used in

connection with the provision or receipt of the Services; or

(iii)considers (acting reasonably and in good faith) that it is necessary or desirable to

have any maintenance, modification, repair, or testing, carried out with respect to a

Service (or any part(s) thereof); or

(e)any Charges payable under this Agreement remain unpaid Charges and the Service Provider

could otherwise terminate this Agreement in accordance with clause 10.11,

(each a Ground for Suspension), then:

(f)the Service Provider may notify the Service Recipient, specifying the Ground for Suspension

as well as the related Service(s) and that it intends to suspend the related Service(s); and

(g)without prejudice to the Service Provider right to suspend any Service pursuant to this clause

24, the parties shall promptly following the occurrence of a Ground for Suspension escalate

that Ground for Suspension for discussion through the governance process in the

Governance Structure as soon as practicable, and the Service Provider and the Service

Recipient, acting reasonably, shall discuss what action to take in connection with the

affected Service to mitigate or remedy the Ground for Suspension and its impact on the

Service Provider Systems or the Services.

24.2For so long as the Ground for Suspension subsists, the Service Provider may suspend the affected

Service (only to the extent affected by the Ground for Suspension) without liability upon immediate

written notice, without prejudice to the Service Recipient’s continuing obligations to pay Charges

under clause 10. [redacted]

25.TERMINATION

Termination for cause

25.1In the event either party commits a material breach of this Agreement, the other party may terminate

(a)the relevant Service(s) affected by the material breach; or

(b)if only the affected Services cannot be terminated pursuant to (i) and all or substantially all

of the Services are affected by such material breach, this Agreement (as a whole),

in each case with immediate effect by giving written notice to the other party if:

(c)that breach is not capable of remedy; or

(d)that breach is capable of remedy, but is not remedied within 30 calendar days after the

breaching party's receipt of written notice specifying the breach and requiring it to be

remedied.

25.2The Service Provider may terminate this Agreement in case of persistent or material non-payment by

the Service Recipient in accordance with clauses 10.6 to 10.11.

25.3Either party may terminate this Agreement (as a whole) with immediate effect by written notice to

the other party if an Insolvency Event occurs in relation to the other party.

25.4The Service Provider may terminate a Service, on no less than 90 days written notice to the Service

Recipient (Group Service Notice), if and to the extent the Service Provider plans to terminate the

provision of that equivalent service to all or a material part of the Service Provider Group receiving

that equivalent service), subject to the Service Provider complying with its obligations in clause 27

(Exit Assistance).

Extended Force Majeure

25.5Either party may terminate any Service affected by a Force Majeure Event in accordance with

clause 34.4.

No Partial Termination of Services

25.6Except as [redacted] expressly provided for in the relevant Service Description or agreed and

implemented by the parties as a Change in accordance with clause 15, any termination of a Service

shall cause all of the service elements comprised in that Service to be terminated and no Service may

be terminated in part only.

[redacted]

Early termination of a Service

25.8Subject to prior approval of the Board of Directors of the Service Recipient, the Service Recipient

may during the six month period commencing on the date that is 36 months from the Effective

Amendment Date until the date that is 42 months from the Effective Amendment Date provide the

Service Provider with 12 months’ written notice to terminate a Service (i.e. if notice is served at the

earliest opportunity then the effective date of termination shall be the date four years from the

Effective Amendment Date).

26.CONSEQUENCES OF TERMINATION

26.1Where this Agreement is terminated in respect of one or more individual Services in accordance with

its terms, the remainder of this Agreement (including these terms and conditions, the Schedules and

any documents incorporated by reference) shall remain in full force and effect.  Save as otherwise

specified in this Agreement, termination of a Service shall not relieve the Service Provider from its

obligations to provide the remaining Services.

26.2On termination or expiry of this Agreement (as a whole or in respect of one or more Services) in

accordance with its terms:

(a)subject to any rights or obligations that have accrued before termination, neither party shall

have any further obligation to the other party for the terminated or expired Service(s), as

appropriate;

(b)any licences granted under this Agreement (including clause 17) in relation to a terminated

or expired Service, or this Agreement, as appropriate, shall terminate with immediate effect,

except for licences that also relate to any remaining Services and the licence under clause

17.8, which shall survive termination;

(c)where this Agreement is terminated by: (i) the Service Provider in accordance with clauses

25.1 25.2 or 25.3, (ii) the Service Recipient in accordance with clause 25.8 or (iii) either

party in accordance with clauses  25.5, the Service Recipient shall pay the Stranded Costs

incurred by the Service Provider Group in relation to the terminated Services in accordance

with clauses 10.6 to 10.11;

(d)except to the extent required for the performance of its remaining obligations under this

Agreement, either party shall as soon as practicable on request by the other party:

(i)destroy, or return to the other party, all written documents and other materials

relating to any member of the other party's Group (including any Confidential

Information) which the party (or its Representatives) has provided to such other

party (or its Representatives), without keeping any copies thereof;

(ii)destroy all information or other documents derived from such Confidential

Information;

(iii)so far as it is practicable to do so, erase such Confidential Information from any

computer, word processor or other device; and

(iv)if such other party so requests in writing, confirm in writing to that other party that

the requirements of this clause have been complied with,

provided however that the requirement for the destruction or return of Confidential

Information does not apply to Confidential Information:

(A)stored electronically pursuant to an existing routine data back-up exercise on

servers or back-up sources so long as it is deleted from local hard drives and

no attempt is made to recover from such servers or back-up sources;

(B)which is required to be retained for the purposes of complying with any

binding regulation or Applicable Laws (including the rules of a professional

body or stock exchange); or

(C)to the extent that the Confidential Information is contained in the minutes or

supporting papers relating to any board or committee meeting of the

respective party (or its respective Representatives);

(e)except to the extent required for the performance of its remaining obligations under this

Agreement, each party shall return to the other party all physical materials, equipment and

property belonging to the other party provided by the other party to it or its Affiliate(s) in

connection with the provision of the Services under this Agreement;

(f)notwithstanding clause 10.1 or the Charges Schedule, the Service Provider may immediately

invoice the Service Recipient for all Charges relating to the terminated Services as

performed prior to termination or expiry and that have not already been invoiced by the

Service Provider;

(g)the Service Recipient shall promptly pay all outstanding invoices for amounts accrued for

the Services and other work performed prior to expiry or termination that have not already

been paid;

(h)except to the extent required for the performance of its remaining obligations under this

Agreement, the Service Recipient shall (and shall procure that each Service Beneficiary

shall) return, or, at the Service Provider's option destroy, all non-back-up copies of any

Software of the Service Provider (other than for the purposes of, and so long as required by,

any Applicable Laws, court or Regulator or its internal compliance procedures or if specific

Software on CPE is separately agreed between the parties (e.g. a standalone licence)); and

(i)except to the extent required for the performance of its remaining obligations under this

Agreement, the Service Provider may immediately disconnect any communications link by

which the Service Recipient or any Service Beneficiary accesses any terminated Service, and

the Service Recipient shall also cease all use or receipt of the terminated Service(s) (to the

extent not reliant on a communications link).

26.3Without prejudice to clause 25 or the other sub-clauses of this clause 26, this Agreement (as a

whole) shall terminate on the date when the final Service under it is terminated or expires.

26.4Termination or expiry of this Agreement shall not affect:

(a)any rights or remedies of either party that have accrued up to the date of termination or

expiry, including the right to claim damages in respect of any breach of this Agreement

which existed at or before the date of termination or expiry; or

(b)the coming into force or the continuance in force of any provision of this Agreement which

is expressly or by implication intended to come into force or continue in force (as

applicable) on or after termination, including without limitation clauses 5.9, 6.4, 8.1, 9, 11,

16, 20, 21.7, 26, 27.13, 28, 29, 30, 31, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48,

49, and 50 and any other right, duty or obligation of each party that is expressly stated in this

Agreement or reasonably intended to survive termination.

26.5Other than as set out in this clause 26, neither party shall have any further obligation to the other

under this Agreement on or after its termination or expiry.

27.EXIT ASSISTANCE

27.1As between the parties, the Service Recipient is responsible for planning its strategy for exit and

migration from the Services under this Agreement. For each Service this may include:

(a)transitioning to a replacement supplier of equivalent services;

(b)inviting the Service Provider to propose a basis for continued provision of Services beyond

the Initial Service Term or Renewal Term (as applicable);

(c)transitioning to "self-provided" services using its internal resources within the Service

Recipient Group; or

(d)any other method of migration or exit as determined by the Service Recipient,

each an Exit Strategy.

27.2The Service Recipient shall develop, and provide to the Service Provider, a draft plan setting out its

intended Exit Strategy for each Service (a Draft Exit Plan), no later than:

(a)9 months before the end of the relevant Initial Service Term or Renewal Term (as

applicable) in respect of each Service; or

(b)60 days after the Service Provider provides the Service Recipient with a Group Service

Notice.

27.3If the Service Recipient fails to provide a Draft Exit Plan as contemplated in clause 27.2 or the

parties fail to agree an Exit Plan as contemplated in clause 27.6 (including by the timeframes

specified), then each relevant Service and this Agreement in respect of those Services shall terminate

on and from the earlier of:

(a)the date that the Initial Service Term or Renewal Term ends (as applicable) for each Service;

(b)in the case of a termination pursuant to clause 25.4 (Group Service Notice), the effective

date the Service Provider notifies the Service Recipient in writing (Termination Notice)

that each Service terminates (Termination Date). The Termination Date shall be no earlier

than 90 days from the Group Service Notice; or

(c)in the case of a termination pursuant to clause 25.8, the date 12 months after the date the

Service Provider received the notice of termination of the Service.

27.4The Draft Exit Plan may specify assistance that the Service Recipient requests from the Service

Provider in order to implement the applicable Exit Strategy for any terminated Service, by describing

the functional outputs and other assistance required by the Service Recipient. No obligations shall

apply to the Service Provider Group under a Draft Exit Plan or Exit Plan unless and until those

obligations are approved by the Service Provider under this clause 27.

27.5As between the parties, the Service Provider shall (acting reasonably and in accordance with its

obligations to the Service Recipient under this clause 27) determine the specific operational methods

and day-to-day timing, for provision of any assistance by the Service Provider Group as part of any

Exit Strategy, and provide the Service Recipient with the corresponding content for each Exit Plan.

27.6Within 30 days after the Service Provider receives each Draft Exit Plan, the parties shall meet and

respectively use all reasonable endeavours to discuss and agree the contents of that Draft Exit Plan,

including agreeing upon any aspects of that Draft Exit Plan that require the Service Provider Group

to assist the Service Recipient with any Exit Strategy.

27.7The Service Provider shall:

(a)act reasonably in granting approval of any Draft Exit Plan; and

(b)not refuse to approve any assistance requested by the Service Recipient from the Service

Provider Group under a Draft Exit Plan, to the extent the Service Recipient is able to

demonstrate that the assistance:

(i)is required for the agreed Exit Strategy; and

(ii)cannot be obtained other than from the Service Provider Group (such as extraction

and provision of Service Recipient Data), where the Service Provider Group has the

capability to provide that assistance without adversely impacting its business

operations.

27.8If a Draft Exit Plan provided in accordance with clause 27.3(b) (Group Service Notice) cannot be

agreed within the timeframes set out in this clause 27, then the parties shall escalate the Draft Exit

Plan to the Governance Committee for resolution and if the draft Exit Plan has not been agreed

within 15 days, the parties shall escalate the Draft Exit Plan to a member of the C-suite or equivalent

seniority of each party for resolution.

27.9A Draft Exit Plan that is approved in writing by both parties is an Exit Plan.

27.10Subject to clause 27.12, the exit period for each Service in relation to which the Service Recipient

must provide exit assistance in accordance with an Exit Plan shall:

(a)commence on the date on which the Draft Exit Plan is received by the Service Provider; and

(b)end on the date specified in the Exit Plan for that Service, subject to it being no later than 2

years from the date the Draft Exit Plan is received (other than exit assistance in connection

with early termination pursuant to clause 25.8, in which case subject to it being no later than

12 months from the date the Draft Exit Plan is received),

(the Exit Period) and subject to clause 26.4, after which the Service Provider shall not have any

further obligations or liabilities under this Agreement.

27.11Subject to clauses 27.12, in relation to each Service, the Service Provider shall provide, or procure

the provision by the Service Provider Group of, for the relevant Exit Period:

(a)any assistance agreed pursuant to clauses 27.6 or 27.7 in the Exit Plan for that Service;

(b)reasonable access to the Service Provider Group's personnel involved in the provision of the

Services (and the parties shall work together to schedule meetings with relevant personnel so

as to use reasonable endeavours to minimise disruption to their normal work schedules) to

enable the Service Recipient to plan for and implement its Exit Strategy; and

(c)reasonable information on resources used in the provision of the Services (including

Systems, people, data, interfaces with other systems, third party contracts, premises and

dependencies) to enable the Service Recipient to plan for and implement its Exit Strategy, in

each case subject to any duties of confidentiality owed by the Service Provider to third

parties,

(subclauses (a) to (c) together, the Exit Assistance).

27.12In relation to any Service that the Service Provider has terminated for material breach pursuant to

clause 25.1, for an Insolvency Event pursuant to clause 25.3, or for non-payment pursuant to

clause 25.2 (as applicable), no Exit Period shall commence or (if commenced) may be terminated

and the Service Provider shall not be required to provide Exit Assistance.

27.13The Service Recipient shall reimburse the Service Provider, as Reimbursable Costs, for all

Reasonable Costs incurred by the Service Provider in assessing and providing input on Draft Exit

Plans and Exit Plans, and performing its obligations under clause 27.11.

28.REPRESENTATIONS AND WARRANTIES

28.1Each party represents and warrants that it has full capacity and authority to enter into and to perform

its obligations under this Agreement (with the exception of the Authorisations).

28.2Except as expressly provided in this Agreement, no representation, warranty or condition, express or

implied, statutory or otherwise, as to condition, satisfactory quality, performance or fitness for

purpose or otherwise is given by any party and all such representations, warranties and conditions

are excluded save to the extent that their exclusion is prohibited by Applicable Laws.

29.LIABILITY

Exclusions of liability

29.1No party or its Affiliates shall be liable to any other party or its Affiliates, whether in contract

(including under any indemnity or warranty), in tort (including negligence), under statute or

otherwise, under or in connection with this Agreement, for:

(a)any direct or indirect:

(i)loss of profit;

(ii)Losses concerning loss of data or costs of reconstituting data (other than Reasonable

Costs of reconstituting or reloading lost or corrupted data from the last available

back-up);

(iii)loss of revenue, contracts, turnover, business or business opportunity or damage to

goodwill or reputation; or

(iv)loss of anticipated savings; or

(b)any Losses that are consequential, special or indirect,

in each case of whatever nature and whether or not reasonably foreseeable, reasonably contemplated

or actually contemplated by the parties before, at or after the Effective Amendment Date.

29.2The Service Provider and its Affiliates shall not be liable to the Service Recipient or its Affiliates,

whether in contract (including under any indemnity or warranty), in tort (including negligence),

under statute or otherwise, under or in connection with this Agreement, for any Loss in connection

with any Pass-Through Service or Product Compliance.  [redacted]

Liability cap

29.3Subject to clauses 29.4 and 29.6, for each Service, the aggregate liability of each of the Service

Provider Group and Service Recipient Group respectively for all Claims arising out of or in

connection with that Service (including under any indemnity or warranty related to that Service) and

arising in:

(a)the first Contract Year shall not exceed the aggregate Base Charges (excluding Third Party

Costs) paid or due and payable under this Agreement in relation to that Service during that

Contract Year (which, if calculated part way through that Contract Year, shall be determined

by applying the relevant Base Charges that are known as at the time of the calculation on a

pro rata basis for the remainder of the Contract Year); and

(b)each subsequent Contract Year shall not exceed the aggregate Base Charges (excluding

Third Party Costs) paid or due and payable under this Agreement in relation to that Service

during the immediately preceding Contract Year.

29.4Subject to clause 29.6, the aggregate liability of the Service Provider Group (taken together) to the

Service Recipient, and of the Service Recipient and all Service Beneficiaries (taken together) to the

Service Provider, in each case for all Claims arising out of or in connection with this Agreement in

each Contract Year (including under any indemnity or warranty), including for Claims that are not

related to any specific Service shall not exceed:

(a)in the first Contract Year, an amount equal to the aggregate of all Base Charges (excluding

Third Party Costs) paid or due and payable under this Agreement during that Contract Year

(which, if calculated part way through that Contract Year, shall be determined by applying

the Base Charges that are known as at the time of the calculation on a pro rata basis for the

remainder of the Contract Year); and

(b)in each subsequent Contract Year, an amount equal to the aggregate of all Base Charges for

all Services paid and payable under this Agreement during the immediately preceding

Contract Year.

29.5References in this clause 29 to any Claim "arising" are to a cause of action arising in respect of that

Claim.  Where a single continuing event, or series of connected events, gives rise to multiple causes

of action, for the purpose of clauses 29.3 and 29.4, those causes of action shall all be treated as

arising when the first of them arises.

No limitations on liability

29.6The limitations and exclusions in clauses 29.1, 29.3 and 29.4 shall not apply to the following (and

none of the following shall accrue towards the limits on liability under clauses  29.4 and 29.4):

(a)the Service Recipient's liability to pay the Charges;

(b)liability for death or personal injury caused by the relevant party's negligence;

(c)liability for fraud or fraudulent misrepresentation;

(d)liability for deliberate default;

(e)wilful abandonment;

(f)breach of clause 20, other than to the extent the breach relates to personal data;

(g)indemnity claims under any either clause 5.9 or 21.7  or set out in the Pass-Through Services

Schedule; or

(h)any liability to the extent that liability cannot be limited or excluded under Applicable Laws.

Third Party Suppliers

29.7Neither the Service Provider, nor its Affiliates, shall be liable to the Service Recipient or any Service

Beneficiary for any Losses (whether in contract (including under any indemnity or warranty), tort

(including negligence), or otherwise, that arise under or in connection with this Agreement) that are

incurred by the Service Recipient or any Service Beneficiary as a result of the Service Provider's

breach of its obligations under this Agreement to the extent that breach was caused by the act or

omission of a Third Party Supplier (including a breach, by that Third Party Supplier, of its

obligations under a Third Party Supply Contract), except that, where the Service Provider (or an

Affiliate of the Service Provider) recovers a sum from the relevant Third Party Supplier or the

Service Provider's insurers for that act or omission, the Service Provider shall pay, to the Service

Recipient, an equitable share of that sum representing the Losses incurred by the Service Recipient

and any Service Beneficiary as a proportion of the total Losses incurred by the Service Provider

Group, the Service Recipient and each Service Beneficiary (taken together), and any other customers

of the Service Provider Group. [redacted]

General

29.8The parties agree that the limitations and exclusions set out in this clause are reasonable having

regard to all the relevant circumstances, and the levels of risk associated with each party's

obligations under this Agreement.

29.9Notwithstanding any express remedies provided under this Agreement and without limiting the

generality of clause 29.8, each party acknowledges and agrees that damages alone may not be an

adequate remedy for any breach by it of the provisions of this Agreement, so that in the event of a

breach or anticipated breach of such provisions, the remedies of injunction and/or an order for

specific performance may in appropriate circumstances be available.

29.10Any right or remedy expressly included in any provision of this Agreement, or the exercise of

thereof, shall not be considered as limiting a party's rights or remedies under, or in connection with,

any other provision of this Agreement (or the exercise of thereof).

30.LOSSES OF AFFILIATES

30.1Subject to clause 29, any Losses that are suffered by a party's Affiliate(s) under, or in connection

with, this Agreement shall be deemed to have been incurred by that party, and recoverable by that

party (the claiming party being the Contracting Party) on behalf of its Affiliate(s) to the extent that

those Losses would be recoverable by the Contracting Party under this Agreement if the Contracting

Party had suffered those Losses.

30.2An Affiliate of a Contracting Party may only bring a claim directly against the other party in respect

of a Loss of that Affiliate if and to the extent the Contracting Party:

(a)would have been able to bring a claim against the other party under the terms of this

Agreement had that Loss been suffered by Contracting Party; and

(b)is prevented by Applicable Laws from claiming in respect of that Affiliate's Losses against

the other party (for example where a claim to recover Loss is not, by operation of law or

decision of a court, deemed to be enforceable by a party itself, such as where it is deemed

that the party has no standing to enforce the claim for recovery of Loss for whatever reason),

and all such direct claims by Affiliates shall be made in accordance with the provisions of the

Contracts (Rights of Third Parties) Act 1999 and at all times shall be subject to the limitations on the

parties' respective liability set out in this Agreement.

30.3Any party seeking to recover Losses as agent for an Affiliate shall procure that its relevant Affiliate

immediately discontinues and withdraws any Claim against the relevant party or its Affiliates in

respect of those Losses that is made other than in the name of the Contracting Party, in accordance

with this clause.

30.4Losses suffered by an Affiliate of a party will not be considered consequential or indirect merely

because they were not suffered by the party itself.

30.5This clause 30 shall apply to any Losses that are suffered by a party's Affiliate(s) under, or in

connection with, this Agreement, whether or not the relevant Affiliate has entered into an accession

agreement.

31.EMPLOYEES

31.1The parties have agreed that, except as may expressly be agreed otherwise in writing between the

parties, the provision or cessation of provision of the Services (or any individual Service) shall not

result, through the application of the Transfer Regulations, respectively, or otherwise, in any person

becoming an employee of the Service Recipient Group by virtue of their providing or ceasing to

provide Services under this Agreement. Rather, it is intended that all employees shall remain the

employees of the Service Provider Group for the duration of this Agreement and on or after (without

limitation) its expiry (notwithstanding whether those employees continue to perform duties in

relation to the provision of Services under this Agreement) (and subject to any dismissal by the

Service Provider Group or resignation by the employee which is unrelated to the Transfer

Regulations).

31.2If any employee of the Service Provider Group becomes or alleges that they have become, by

operation of the Transfer Regulations, respectively, an employee of the Service Recipient Group by

virtue of his providing or ceasing to provide the Services and/or by virtue of any of the other matters

contemplated under this Agreement (the Transferring Employee), the Service Provider and the

Service Recipient agree as follows:

(a)The Service Recipient shall notify the Service Provider in writing within 14 calendar days of

being informed that the Transfer Regulations apply or are alleged to apply to a Transferring

Employee;

(b)the Service Provider shall within 30 calendar days of the Service Provider being informed by

the Service Recipient or its Affiliate of such finding or allegation (the Offer Period), make

to the Transferring Employee an offer in writing to employ them under a new contract of

employment on terms and conditions no less favourable to the Transferring Employee than

the terms on which they were employed immediately before the transfer (or alleged transfer)

to the Service Recipient Group;

(c)upon such offer being made, the Service Recipient or its Affiliate (as the case may be) shall

promptly release the relevant Transferring Employee who accepts such an offer from their

contract of employment.  In this case, save where:

(i)the employee only became a Transferring Employee as a result of the Service

Provider terminating a Service or this Agreement as a result of Service Recipient's

breach of this Agreement or a Service Recipient Insolvency Event (in which case,

the Service Recipient shall be required to bear all of the costs associated with the

Transferring Employee), or

(ii)the Service Recipient agrees expressly in writing to employ the Transferring

Employee,

(d)if such offer is not made, or is made but not accepted, within the Offer Period, the Service

Recipient or its Affiliate (as the case may be) may, within 30 calendar days of the date of

expiry of the Offer Period (or such longer period as may be necessary pursuant to Applicable

Laws) give notice to the Transferring Employee to terminate their contract of employment in

accordance with the required contractual period.

31.3Irrespective of whether an offer is made, or whether an offer is accepted by the Transferring

Employee as referred to in clause 31.2, the Service Provider shall indemnify the Service Recipient or

its Affiliate (as the case may be) on written demand against any Losses arising out of:

(A)the actual transfer of employment of such Transferring Employee to the Service

Recipient Group and (regardless of whether there has been such a transfer) any

employment liabilities relating to such person;

(B)the employment of such Transferring Employee until the effective date of their

release from their contract of employment, and

(C)the termination of employment of such Transferring Employee in accordance with

clause 31.2(c);

in each case provided that the Service Provider shall not be liable to indemnify the Service

Recipient Group in respect of any Losses to the extent they arise directly from:

I.any discriminatory act or omission (including victimisation or harassment)

of the Service Recipient, its Affiliates, or any Service Beneficiary; and

II.any material change made by the Service Recipient or any of its Affiliates to

the terms and conditions on which the Transferring Employees are

employed;

(b)if such offer is not made, or is made but not accepted, within the Offer Period, the Service

Recipient or its Affiliate (as the case may be) may, within 30 calendar days of the date of

expiry of the Offer Period (or such longer period as may be necessary pursuant to Applicable

Laws) give notice to the Transferring Employee to terminate their contract of employment in

accordance with the required contractual period.

31.4This clause 31 shall apply mutatis mutandis for the benefit of the Service Provider if any employee

of any member of the Service Recipient Group becomes or alleges to have become by operation of

law an employee of any member of the Service Provider Group.

32.ASSIGNMENT AND SUBCONTRACTING

32.1Subject to clauses 32.2, 32.3 and 32.5, neither party shall assign, transfer, hold on trust or encumber

all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or

interest in any of them, unless the other parties specifically consent in writing (such consent not to be

unreasonably withheld or delayed).  Any purported assignment in contravention of this clause 32

shall be void.

32.2Service Recipient may assign the benefit of this Agreement (in whole or in part) to any Permitted

Assignee without the Service Provider’s consent, who may then enforce this Agreement as if it were

a party to this Agreement.  For this purpose, a Permitted Assignee means any member of the

Service Recipient’s Group provided that if any such assignee subsequently ceases to be a member of

the Service Recipient’s Group, it shall assign any benefit received in accordance with this clause 32

to a continuing Permitted Assignee.

32.3The Service Provider may assign the benefit of this Agreement (in whole or in part) without the

Service Recipient’s consent to any of its Affiliates or third party), who may then enforce this

Agreement as if it were a party to this Agreement [redacted].

32.4Without limiting clauses 32.3 or 32.5, the Service Provider may novate, transfer and otherwise deal

in any other manner with any of its rights and obligations under this Agreement (in whole or in part)

to any of its Affiliates or a third party without the Service Recipient’s consent, provided that:

(a)it can reasonably demonstrate that such Affiliate or third party (as applicable) will be able to

assume the Service Provider's obligations under this Agreement; and

(b)the relevant Affiliate or third party (as applicable) provides a written undertaking to the

Service Recipient that it will assume the Service Provider’s obligations under this

Agreement [redacted].

32.5The Service Provider may subcontract the provision of any or all of the Services and/or any of the

Service Provider's other obligations under this Agreement (including to any Affiliate or third party)

without the Service Recipient's consent. [redacted]

32.6For the purpose of clause 32.5, 'subcontract' includes any licensing of technology products, services,

software and/or components from Third Party Suppliers.

33.COMPLIANCE AND REGULATORY MATTERS

33.1Each party shall comply and shall procure that each member of its Group complies with Applicable

Laws applicable to it in connection with this Agreement (subject always to that party's obligations to

comply with a Required Change due to a change in Applicable Laws as further described in the

Change Management Procedure).

33.2If a party or an Affiliate of that party is contacted by a Regulator in connection with this Agreement,

it shall, if permitted by Applicable Laws and by the Regulator to do so:

(a)promptly notify the other party and co-ordinate any interaction with the Regulator; and

(b)keep the other party informed of all discussions and correspondence with the Regulator,

unless it reasonably determines that to do so would either result in a breach of Applicable Laws or

create a conflict of interest between the parties.

33.3Subject always to each party's obligation to comply with a Required Change (as further described in

the Change Management Procedure) neither party (nor any of its Affiliates) shall be required to

perform any obligation under this Agreement or to allow, take or omit to take any action that it

reasonably believes would result in the breach of any Applicable Laws.

Anti-Bribery, Corruption and Fraud

33.4prejudice to clause 33.1, each party shall (and shall ensure its personnel shall):

(a)comply with all Applicable Laws relating to bribery, corruption and fraud including (without

limitation) the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act;

(b)not do or omit to do anything if such act or omission does or is likely to cause the other party

to be in breach of any such Applicable Laws;

(c)not tolerate any form of bribery, corruption or fraudulence whatsoever (including

embezzlement and money-laundering) whether direct or indirect, and this shall include but is

not limited to, the offer, promise, payment or receipt of any improper payments or undue

rewards whether financial or non-financial being made by or to employees, or persons acting

on behalf of either of the parties or any member of their Group;

(d)not give, promise, receive or request any bribes (financial or other advantage), including but

not limited to in relation to any public official; and

(e)reasonably assist the other party, on that other party’s reasonable request and expense, to

comply with obligations related to bribery and corruption required by the law referred to in

clause 33.4(a).

33.5Compliance Requirements

33.5The Service Recipient shall establish, maintain and enforce effective compliance obligations and

requirements in line with the remainder of this clause 33.

33.6Without prejudice to clause 33.1, the Service Recipient shall:

(a)comply with:

(i)Service Provider Group’s ethics, anti-bribery and anti-corruption policies;

(ii)the Service Provider Group’s Code of Business Conduct; and

(iii)The Service Provider Group’s Responsible Procurement and Supply Chain

Principles,

(b)in each case to the extent a copy of the same is provided to the Service Recipient

from time to time; and

(b)maintain and continuously review an effective health and safety management system and

programmes that address the Service Recipient’s high-risk activities, consistent with

Applicable Laws.

33.7The Service Recipient shall promptly notify the Service Provider of any allegation of fraud, bribery

or corrupt practices made against the Service Recipient in court, arbitration or administrative

proceedings, or if any investigation is commenced in respect of such allegations; at any time during

the term of this Agreement.

[redacted]

Anti-Money Laundering

33.8Without prejudice to clause 33.1, the Service Recipient shall (and shall procure that any member of

the Service Recipient Group and any person, other than the Service Provider, it uses for the supply of

products or performance of services under or in connection with this Agreement shall):

(a)comply with all Applicable Laws relating to anti-money laundering and counter terrorism

financing;

(b)not do or omit to do anything if such act or omission does or is likely to cause the Service

Provider to be in breach of any such Applicable Laws; and

(c)for any financial service offered, maintain an effective AML (anti-money laundering) and

CTF (counter-terrorism fraud) compliance programme which monitors compliance and

detects violations, including, but not limited to, implementing the defined minimum control

requirements.

Sanctions and Export Controls

33.9Without prejudice to clause 33.1, the Service Recipient shall (and shall procure that each member of

its Group shall), in relation to this Agreement, comply with all Applicable Laws relating to export

control (Export Control Laws) and Sanctions administered in both cases in the European Union

and the United States of America, as well as any other countries which are applicable to such party,

(together the Relevant States).

33.10Without prejudice to clause 33.1, the Service Recipient shall (and shall ensure that each member of

its Group shall), in relation to this Agreement:

(a)not knowingly do anything which may cause the Service Provider or any members of its

Group to breach any Export Control Laws or Sanctions of the Relevant States;

(b)keep the Service Provider appraised at all times of the loss, suspension or invalidation of any

relevant license, authorisation, approval or export control privileges including by being

placed on an official list of parties that are subject to Export Control Laws or Sanctions in a

Relevant State; and

(c)keep the Service Provider appraised at all times (as soon as reasonably practicable in the

given circumstances) of any actual or potential breaches of its obligations in relation to

Export Control Laws and Sanctions or of it becoming aware that any relevant authority has

initiated or will initiate any investigation or proceedings against either party relating to an

actual or potential breach of any Export Control Laws or Sanctions of the Relevant States.

33.11To ensure compliance with Export Control Laws and Sanctions of the Relevant States the Service

Recipient shall conduct effective due diligence and screening checks in relation to any third parties

that it works with. The Service Recipient shall immediately notify the Service Provider where such

relationship or proposed relationship with a third party would result in an actual or potential breach

of Export Control Laws or Sanctions of the Relevant States.

Product Compliance

33.12The Service Recipient shall (and procure that its Affiliates) ensure that the Service Recipient’s

receipt, operation and/or any use of the Products comply with all Applicable Laws.

33.13The Service Recipient shall in line with EU and Swiss Applicable Laws (and procure that its

Affiliates) ensure that the details (including CE-marking , manufacturer’s name and address or that it

is the authorised representative) of the original manufacturer of the Product remain clearly indicated

on the Product and remains unaffected.

33.14The Service Recipient shall(and procure that its Affiliates)  at all times cooperate with the Service

Provider, any of its Affiliates and any original manufacturer in order to update the Products (at the

Service Recipient’s cost) if such update is required due to applicable: (i) EU or Swiss, country

specific, regional or geographic and/or local regulations, rules; and/or (ii) country specific, regional,

geographic or local technical standards.

33.15The Service Recipient shall (and procure that its Affiliates) inform the Service Provider in writing of

any enquiries from a Regulator into any Product in connection with this Agreement.

33.16In cases of disputes with any Regulator relating to any Products, the Service Recipient shall (and

procure that its Affiliates) prior to taking any action or sending any communication consult with the

Service Provider.

33.17The Service Recipient shall (and procure that its Affiliates) notify the Service Provider of any

request to provide an original manufacturer with any reasonable assistance or information requested

by the Manufacturer which is in the Service Recipient’s possession or control, or ought reasonably to

be in its possession or control, for the purpose of complying with Applicable Law, statutory and

regulatory requirements or any Investigation by any Regulator and, unless otherwise requested by

the Service Provider, shall promptly provide such assistance and information.

Confirmation of Compliance

33.18The Service Recipient shall, at the request of the Service Provider, confirm in writing that it has

complied with its obligations under this clause 33 and will provide any information reasonably

requested by the Service Provider from time to time in support of such compliance.

33.19To the extent permitted by Applicable Laws, the Service Recipient shall indemnify and hold

harmless the Service Provider and its Affiliates from and against any and all Losses arising from or

related to:

(a)any breach by the Service Recipient of its obligations in this clause 33;

(b)any investigation and/or fine, penalty, charge or other liability in connection with or arising

from any Regulator in connection with any Product or Software; and

(c)any recall of Products.

34.FORCE MAJEURE

34.1Neither the Service Provider nor the Service Recipient shall be liable for any failure to perform, or

delay in performing, any of its obligations under this Agreement to the extent that the failure or

delay results from a Force Majeure Event, save that a Force Majeure Event shall not relieve the

Service Provider or the Service Recipient of its obligations under the Business Continuity Plans in

accordance with their terms.

34.2If the Service Provider or the Service Recipient fails to perform, or is delayed in performing, any

obligation under this Agreement and that delay results from a Force Majeure Event, the affected

party shall:

(a)inform the other party as soon as reasonably practicable of the Force Majeure Event, giving

reasonable details in writing of its expected effect and duration; and

(b)use reasonable endeavours to:

(i)resume performance of the affected obligations as soon as possible; and

(ii)mitigate the effects of the Force Majeure Event on the performance of its

obligations.

34.3If the Force Majeure Event prevents or delays the Service Provider's provision of a Service, the

Service Recipient’s receipt of a Service or either party’s performance of other obligations under this

Agreement, by ten (10) Business Days or more, the effected party shall escalate the matter to the

Governance Committee.

34.4If the Force Majeure Event:

(a)prevents or delays the Service Provider’s provision of a Service or part of a Service or its

performance of other obligations under the Agreement for a continuous period of 60 days or

more since escalation to the Governance Committee; and

(b) this failure to perform has a material adverse effect on the business of the Service Recipient

or Service Provider,

the affected party may terminate the relevant Service, part of a Service or obligations (as applicable)

with immediate effect by giving the other party written notice.

34.5Subject to any termination under clause 34.3, the party affected by the Force Majeure Event shall

notify the other party as soon as the affected party's performance of its obligations under this

Agreement is no longer prevented or delayed due to the Force Majeure Event.

35.NON-SOLICITATION

35.1During the Term and for a period of 12 months after the Term, each of the Service Provider and the

Service Recipient (the undertaking party) undertakes to the other that it shall not, and that it shall

procure that none of its Affiliates shall, either alone or in conjunction with or on behalf of any other

person directly or indirectly solicit, induce or entice away (or attempt to solicit, induce or entice

away) from the employment of the other party or any of its Affiliates any person:

(a)engaged or involved in the provision or receipt of the Services (or who has been so engaged

or involved in the preceding 12 month period); or

(b)who ordinarily works in, or is based in, the same office premises as the undertaking party,

without the express prior written consent of that other party.

36.LEGAL RELATIONSHIP

36.1The parties acknowledge and agree that nothing in this Agreement and no action taken by the parties

under this Agreement shall constitute, establish or imply a partnership, joint venture, agency,

association, other co-operative entity, employment or fiduciary relationship between the parties.

36.2No party shall have, nor represent that it has, any authority to make or enter into any commitments

on any other party's behalf or otherwise bind any other party in any way (including the making of

any representation or warranty, the assumption of any obligation or liability or the exercise of any

right or power).

37.COSTS

Except as otherwise provided in this Agreement, each party shall pay its own costs and expenses in

relation to the negotiation, preparation, execution and carrying into effect of this Agreement.

38.NO SET-OFF

Each party shall pay all sums due under this Agreement without set-off or counterclaim.

39.FURTHER ASSURANCES

39.1Each party shall (and shall procure that each of its Affiliates shall) upon request, at its own cost and

expense, do (or procure that each of its Affiliates does) anything that may be required to give full

effect to this Agreement, including the execution of all deeds and documents.

39.2Each party shall procure so far as it lawfully can that each of its Affiliates complies with all

obligations under this Agreement that are expressed to apply to any of its Affiliates.

40.NOTICES

40.1Any notice to be given by one party to any other party in connection with this Agreement shall be in

writing in English and signed by or on behalf of the party giving it.  It shall be delivered by hand,

email, registered post or courier using an internationally recognised courier company.

40.2A notice shall be effective upon receipt and shall be deemed to have been received: (i) at the time of

delivery, if delivered by hand, registered post or courier, or (ii) upon the generation of a receipt

notice by the recipient's server or, if such notice is not so generated, upon delivery to the recipient's

server, if delivered by email.  Where delivery occurs outside Working Hours, notice shall be deemed

to have been received at the start of Working Hours on the next following Business Day.

The addresses and email addresses of the parties for the purpose of clause 40.1 are:

Service Provider	Address:<br><br>Its registered address<br><br>from time to time	Email: [redacted]
For the attention of:	Legal Department	(and a copy, which shall not itself<br><br>constitute notice to [redacted])
Service Recipient	Address: Its registered<br><br>address from time to<br><br>time	Email: [redacted]
For the attention of:	Legal Department	(and a copy, which shall not itself<br><br>constitute notice to [redacted])

40.3Each party shall notify the other party in writing of a change to its details in clause 40.2 from time to

time.

41.LANGUAGE

41.1All meetings of the parties or their representatives under or in connection with this Agreement shall

be conducted in English.  Notices (including accompanying papers) and minutes of such meetings

shall be prepared in English.

41.2Each other document in connection with this Agreement shall be in English or accompanied by an

English translation.  The receiving party shall be entitled to assume the accuracy of and rely upon

any English translation of any document, notice or other communication given or delivered to it

pursuant to this clause 41.2.

42.CONFLICTS

If there is any conflict or inconsistency between the clauses of this Agreement, the Service

Descriptions or remaining Schedules, they shall be applied in the following descending order of

precedence:

(a)the clauses of this Agreement;

(b)Charges Schedule; and

(c)the remaining Schedules,

to the extent of the conflict or inconsistency unless, and to the extent, this Agreement expressly

specifies otherwise.

43.ENTIRE AGREEMENT

43.1This Agreement contains the whole agreement between the parties relating to the Services

contemplated by this Agreement and supersedes and terminates all previous agreements, in whole or

in part, between the parties to the extent that such previous agreements provide for the Services (or

services equivalent to the Services to be provided to the Service Recipient) under this Agreement.

Except as required by statute, no terms shall be implied (whether by custom, usage or otherwise) into

this Agreement. For the avoidance of doubt, the Surviving Agreements shall not be terminated

pursuant to the provisions of this clause 43.1. Each party acknowledges that, in agreeing to enter into

this Agreement, it has not relied on any express or implied representation, warranty, collateral

contract or other assurance (except those set out in this Agreement made by or on behalf of any other

party at any time before the signature of this Agreement.

43.2Each party waives all rights and remedies which, but for clause 43.1 might otherwise be available to

it in respect of any such express or implied representation, warranty, collateral contract or other

assurance.

43.3Nothing in this clause 43 shall exclude or limit any liability for (or remedy in respect of) fraud or

fraudulent misrepresentation.

44.WAIVERS

44.1Except as expressly provided in this Agreement, no failure or delay by any party in exercising any

right, power or remedy relating to this Agreement shall constitute, or affect or operate as, a waiver or

variation of that, or any other, right, power or remedy or preclude its exercise at any subsequent

time.  No single or partial exercise of any such right, power or remedy shall preclude any further

exercise of it or the exercise of any other right, power or remedy.

44.2Any waiver of any right under this Agreement is only effective if it is in writing and it shall apply

only to the party to whom the waiver is addressed and to the circumstances for which it is given.

45.COUNTERPARTS

This Agreement may be executed in any number of counterparts or duplicates, each of which, when

executed, shall constitute an original, with the same effect as if the signatures thereto and hereto

were upon the same instrument and such counterparts or duplicates shall constitute one and the same

document.

46.VARIATIONS

Subject to clause 15 (Change Management Procedure), no amendment of this Agreement shall be

valid unless it is in writing, expressly stated to amend this Agreement and duly executed by or on

behalf of all of the parties to it, unless more stringent requirements (including where execution must

be by way of a notarial deed) must be satisfied under Applicable Laws.  This shall also apply to any

amendment of this clause 46.

47.INVALID TERMS

Each of the provisions of this Agreement is severable.  If any such provision, or part of a provision,

is held to be or becomes invalid, illegal or unenforceable under the Applicable Laws of any

jurisdiction:

(a)the parties shall use reasonable endeavours to replace it with a valid and enforceable

substitute provision the effect of which is as close to its intended effect as possible; and

(b)such invalidity, illegality or unenforceability shall not affect the other provisions of this

Agreement, which shall remain in full force and effect.

48.NO THIRD PARTY ENFORCEMENT

48.1Except as expressly stipulated in this Agreement, this Agreement does not create any right or benefit

enforceable by any person not a party to it (within the meaning of the Contracts (Rights of Third

Parties) Act 1999).

48.2To the extent this Agreement expressly grants any rights to any third party, the consent of that third

party is not necessary for any variation (including any release or compromise in whole or in part of

any liability) or termination of this Agreement.

49.GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of England.  Any

matter, claim or dispute arising out of or in connection with this Agreement, whether contractual or

non-contractual, shall be governed by and determined in accordance with English law.

50.DISPUTE RESOLUTION

Escalation

50.1Upon written notification by one party to the other that a Dispute exists (a Dispute Notice), each

party shall refer the Dispute to the Governance Committee for resolution. If the Dispute is not

resolved by the Governance Committee within 20 Business Days after receipt of the relevant Dispute

Notice, either party may give written notice to the other party requiring the Dispute to be escalated

(an Escalation Notice).

50.2Within ten Business Days after the date of an Escalation Notice, the relevant Dispute shall be

referred to the Chief Technology Officer (or other nominated appropriate "C-suite" member) of each

party for resolution.

50.3Any Dispute that is not resolved by agreement in writing between the parties within ten Business

Days after the date of an Escalation Notice shall be resolved in accordance with the remaining

provisions of this clause 50.

Arbitration

50.4This clause 50 shall be governed by English law.

50.5Any Dispute that is not resolved under the Escalation Procedure shall, at the request of any party, be

referred to and finally resolved by arbitration under the LCIA Arbitration Rules as amended from

time to time (for the purpose of this clause 50, the Rules).

50.6The Rules are incorporated by reference into this clause 50 and capitalised terms used in this clause

50 which are not otherwise defined in this Agreement have the meaning given to them in the Rules.

50.7The number of arbitrators shall be three.  The claimant shall nominate one arbitrator for appointment

by the LCIA Court.  The respondent shall nominate one arbitrator for appointment by the LCIA

Court.  The LCIA Court shall appoint the presiding arbitrator.

50.8The seat or legal place of arbitration shall be London.

50.9The language used in the arbitral proceedings shall be English.  All documents submitted in

connection with the proceedings shall be in the English language, or, if in another language,

accompanied by an English translation.

50.10Delivery of any request made pursuant to this clause shall be at the address given for the sending of

notices under clause 40 and in a manner provided for in that clause.

50.11Notwithstanding any provision to the contrary in the Rules, the parties agree that any arbitrator

(including the presiding arbitrator) may have the same nationality as any party to the arbitration.

SCHEDULE 9

DEFINITIONS AND INTERPRETATION

1.Definitions

In this Agreement:

Additional Project is defined in the Governance Model;

Affiliate means, in relation to any person, any entity from time to time directly or indirectly (i)

Controlling, (ii) Controlled by, or (iii) under common Control with that person;

Anti-Bribery Laws means any applicable anti-bribery or anti-corruption law, regulation or rule

enacted in any jurisdiction, including the US Foreign Corrupt Practices Act of 1977 and the UK

Bribery Act 2010;

Anti-Money Laundering Law means all applicable anti-money laundering-related and counter-

terrorist financing-related laws, regulations, rules and guidance;

Aorta Service is defined in Part C of the Service Description;

Applicable Laws means any statute, law, rule, regulation, treaty, directive, ordinance, code or rule

of law which, in each case, is issued, administered or enforced by any Governmental Authority, and

any legally binding judicial or administrative interpretation of any of these and which, in each case,

is applicable to the provision or receipt (as relevant) of the Services including, for the avoidance of

doubt, any anti-corruption, Anti-Bribery Laws or Anti-Money Laundering Laws, and including any

licences, consents, permits and approvals of a Regulator that is necessary in connection with the

performance of obligations under this Agreement;

Authorisation means a legal permission of whatsoever kind (including licences, consents or

approvals) required from a third party (other than any Affiliate of the Service Provider) to allow the

Service Provider to perform, and/or for any the Service Recipient or any relevant Service

Beneficiary to receive the benefit of, any Services (or part thereof), and/or to permit the use of or

access to the Service Provider Materials and/or the Service Provider Systems by the Service

Recipient (or any relevant Service Beneficiary);

Authorisation Expenses is defined in clause 5;

Base Charges is defined in the Charges Schedule;

Business Continuity Plans is defined in clause 23;

Business Day means a day other than a Saturday, Sunday or public holiday in London or the

Territory, on which banks are open in London or the Territory for general commercial business;

B2B Services means the services set out in Part E of the Service Description;

Central Component is defined in the Service Operating Model;

Change means any change to the terms and conditions of this Agreement (including to the scope or

duration of a Service as set out in the Services Schedule), in each case other than an Operational or

Roadmap Change;

Change Management Procedure means the process for requesting and agreeing Changes as set out

in Schedule 3 (change management procedure);

Change Request is defined in the Change Management Procedure;

Change Response is defined in the Change Management Procedure;

Charge Principles is defined in the Charges Schedule;

Charges means the:

(a)Service Charges;

(b)Reimbursable Costs; and

(c)Pass-Through Costs;

Charges Schedule means Schedule 4 (charges);

Claim means any claim under or in connection with, or for breach of, this Agreement or any of the

Services (including claims for breach of contract), tort (including negligence), breach of statutory

duty, misrepresentation, restitution or otherwise;

Component is defined in the Service Operating Model;

Confidential Information means all information, however recorded, communicated, including

technical or other information, imparted in confidence or disclosed by a party or its Affiliates to the

other party or its Affiliates, or otherwise obtained by the recipient, that:

(a)is identified as being confidential at the time of disclosure or which a reasonable person in

the position of the recipient would understand to be confidential due to the nature, type or

presentation of the information; and

(b)relates to the disclosing party's (or its Affiliates') business, services or products,

developments, Intellectual Property Rights, trade secrets, know-how, processes,

methodologies, personnel, suppliers or clients,

and includes:

(i)information relating to the provisions of, and negotiations leading to, this Agreement;

(ii)(in relation to the obligations of the Service Recipient) any information received or held by

the Service Recipient or any Service Beneficiary (or any their respective Representatives)

relating to the Service Provider Group;

(iii)(in relation to the obligations of the Service Provider) any information received or held by

the Service Provider (or any of its Representatives) relating to the Service Recipient or any

Service Beneficiary; and

(iv)written information and information transferred or obtained orally, visually, electronically or

by any other means and any information which the party has determined from information it

has received including any forecasts or projections;

Connectivity Service means the Services set out in Part B of the Services Schedule;

Contract Year means a period of 12 consecutive months commencing on and from:

(a)the Effective Amendment Date; or

(b)any anniversary of the Effective Amendment Date,

except for the final Contract Year, which shall commence on the last anniversary of the Effective

Amendment Date to occur in the Term and end on the date of termination of this Agreement;

Contracting Party is defined in clause 30.1;

Control means, in relation to any undertaking, being:

(a)entitled to exercise, or control the exercise of (directly or indirectly) 50 per cent or more of

the voting power at any general meeting of the shareholders in respect of all or substantially

all matters falling to be decided by resolution or meeting of such persons; or

(b)entitled to appoint or remove directors on the board of directors who are able (in the

aggregate) to exercise 50 per cent or more of the voting power at meetings of that board in

respect of all or substantially all matters;

CPE means customer premises equipment provided in connection with the Connectivity Services

and Entertainment Services;

CPE Software means the software owned by the Service Provider that is provided by or on behalf of

the Service Provider and/or its licensors to the Service Recipient in connection with the CPE made

available through the Entertainment Services and Connectivity Services;

CPE Software Fee is defined in the Charges Schedule;

CPE Software Period has the meaning set out in Clause 9;

Data Processing Agreement is defined in clause 19;

Data Protection Laws means any law, enactment, regulation or order concerning the processing of

data relating to living persons including:

(a)the Swiss Federal Act on Data Protection (FADP) and its ordinances;

(b)the EU GDPR, EU laws on the protection of personal data as applicable pursuant to Article

71 of the Withdrawal Agreement and all other EU Data Protection Laws;

(c)the UK GDPR;

(d)the UK Data Protection Act 2018; and

(e)UK Privacy and Electronic Communications (EC Directive) Regulations 2003,

in each case, to the extent applicable to the activities or obligations under or pursuant to this

Agreement;

Default Interest means interest at a rate equal to the greater of: (i) the European Central Bank base

rate plus [redacted] per cent; and (ii) [redacted];

Default Notice is defined in clause 10;

Definitions and Interpretation Schedule means this Schedule;

Delivery Services means the delivery services as set out in the Part 3 of the Service Operating

Model;

Dependencies means:

(a)those dependencies identified as such in this Agreement, including each part of the relevant

Service Descriptions, the General Dependencies and the Pass-through Services;

(b)the access, assistance and resources required to be provided by the Service Recipient (or a

Service Beneficiary) pursuant to clauses 8 and 16; and

(c)and any other obligation of the Service Recipient (and/or each Service Beneficiary) under

this Agreement,

(and a Dependency shall be construed accordingly);

Dispute means any dispute, claim, difference or controversy arising out of, relating to or having any

connection with this Agreement, including any dispute as to its existence, validity, interpretation,

performance, breach or termination or the consequences of its nullity and any dispute relating to any

non-contractual obligations arising out of or in connection with it;

Draft Exit Plan is defined in clause 27;

Due Date is defined in clause 10 (charges, costs and invoicing);

Effective Amendment Date means 8 November 2024;

Entertainment Service means the Services set out in Part A of the Service Descriptions;

Escalation Procedure means the procedure for escalating Disputes, as set out in the Governance

Model;

EU Data Protection Laws means any law, enactment, regulation or order transposing,

implementing, adopting, supplementing or derogating from, the EU GDPR and the EU Directive

2002/58/EC in each European Union member state and the United Kingdom;

EU GDPR means the General Data Protection Regulation 2016/679;

Exchange Rate means, for two particular currencies for a particular day, the spot rate of exchange

(the closing mid-point) for one of those currencies into the other currency at the rate quoted by the

European Central Bank as at the close of business in the Territory on that date;

Excluded Service means any and all services and support that may be received by (or on behalf of)

the Service Recipient Group or provide by (or on behalf) the Service Provider Group other than the

Services, including the services identified as “excluded services” as set out in each part the Service

Descriptions and the Excluded Services Schedule;

Excluded Services Schedule means Schedule 6;

Exit Assistance is defined in clause 27;

Exit Period is defined in clause 27;

Exit Plan is defined in clause 27;

Exit Strategy is defined in clause 27;

Force Majeure Event means any circumstance beyond a party's reasonable control, including:

(a)any act of God, flood, earthquake or other natural disaster;

(b)any act of terrorism, riot, war, sanction, embargo or breaking-off of diplomatic relations;

(c)any epidemic (including any pandemic) of novel virus or disease;

(d)any collapse of buildings, fire, explosion or accident of comparable magnitude;

(e)any change to Applicable Laws or action taken by a Governmental Authority, including

imposing an export or import restriction, quota or prohibition, or failing to grant, or

revoking, a necessary licence or consent but only to the extent any such circumstances have

not been either:

i.dealt with under the Change Management Procedure by way of a Required Change; or

ii.notified to the Service Provider not less than 6 months prior to the effective date of

change or action taken;

Further Information Period is defined in the Change Management Procedure;

General Dependency means the Dependencies set out in Schedule 8;

Governance Committee is defined in the Governance Model;

Governance Model means the governance structure and processes set out in Part 2 of the Service

Operating Model;

Governmental Authority means any supra-national, national, state, municipal or local government

(including any subdivision, court, administrative agency or commission or other authority thereof) or

any quasi-governmental or private body exercising any regulatory, importing or other governmental

or quasi-governmental authority, including the European Union, the United States Office of Foreign

Assets Control and any Tax Authority;

Ground for Suspension is defined in clause 22 (suspension);

Group means, in the case of the Service Recipient, the Service Recipient Group and, in the case of

the Service Provider, the Service Provider Group;

Initial Service Term means, for each Service, the period of 5 years from the Effective Amendment

Date or, where applicable, the period specified to be the "Initial Service Term" in the applicable

Service Description;

Insolvency Event, in relation to a party from time to time, means any of the following:

(a)it becomes insolvent or is unable, or admits its inability generally, to pay its debts as they

fall due;

(b)it suspends, or threatens to suspend, making payments on any of its debts or, by reason of

actual or anticipated financial difficulties, starts negotiations with one or more of its

creditors with a view to rescheduling or restructuring any of its indebtedness;

(c)it makes a general assignment, arrangement, composition or compromise with or for the

benefit of its creditors;

(d)it has a liquidator (both provisional and following a winding up), receiver (including a fixed

charge receiver), administrative receiver, administrator, nominee, supervisor, monitor or

other similar officer appointed in respect of itself or any of its assets under the law of any

jurisdiction or notice is given of the intention to make any such appointment; or

(e)a moratorium is declared in respect of any of its indebtedness (if a moratorium occurs, the

ending of the moratorium shall not remedy any Insolvency Event caused by that

moratorium);

Intellectual Property Rights means:

(a)patents, utility models and rights in inventions;

(b)rights in each of: know-how and trade secrets;

(c)trade marks, service marks, rights in logos, trade names, rights in each of get-up and trade

dress, rights to sue for passing off (including trade mark-related goodwill), rights to sue for

unfair competition, and domain names;

(d)copyright, moral rights, database rights, rights in designs, and semiconductor topography

rights;

(e)any other intellectual property rights; and

(f)all rights or forms of protection, subsisting now or in the future, having equivalent or similar

effect to the rights referred to in paragraphs (a) to (e) above,

in each case: (i) anywhere in the world; (ii) whether unregistered or registered (including, for any of

them, all applications, rights to apply and rights to claim priority) and (iii) including, in respect of

any of them, all divisionals, continuations, continuations-in-part, reissues, extensions, re-

examinations and renewals;

IT Services is defined in Part D of the Service Description;

Local Component is defined in the Service Operating Model;

Losses means losses, damages, costs, claims, liabilities, fines, interest, penalties, charges, expenses,

demands and legal and other professional costs, in each case of any nature whatsoever;

MVNO Services means the services set out in Part F of the Service Description;

Offer Period is defined in clause 31 (employees);

Operational Change is defined in the Service Operating Model;

Operational or Roadmap Change is defined in the Change Management Procedure;

Operational Processes is defined in clause 2 (services);

Operational Services is defined in the Service Operating Model;

Pass-Through Costs is defined in the Charges Schedule;

Pass-Through Service is defined in the Pass-Through Services Schedule;

Pass-Through Services Schedule means Schedule 5;

Permitted Assignee is defined in clause 32 (assignment and subcontracting);

Platform is defined in the Service Operating Model;

Platform Services means the platform services as set out in Part 2 of the Service Operating Model;

Procurement Services means the procurement services being provided from time to time by the

Service Provider Group to the Service Recipient Group (if any);

Product means each Component, Platform, System, Software or other product, all technical and user

manuals and Software (including any Software Release);

Product Compliance means any Product requirements set out in clauses 33.12 to 33.19;

Project Leader is defined in the Governance Model;

Reasonable Costs means all third party or internal costs (including one-off and recurring costs)

which are reasonably incurred and can be demonstrated or evidenced;

Regulator means one or more, as the context requires, of any stock exchange, any data protection or

privacy or telecommunications authority, and any other regulatory, governmental or antitrust body

(including any Tax Authority) having applicable jurisdiction;

Reimbursable Costs means:

(a)any Authorisation Expenses payable by the Service Recipient under clause 5; and

(b)each amount specified under this Agreement or otherwise agreed by the parties as being

reimbursable to the Service Provider by the Service Recipient as a "Reimbursable Cost";

Relief Event is defined in clause 8 (dependencies and relief events);

Renewal Term is defined in clause 3 (duration);

Representatives means, in relation to a party, its respective Affiliates and the directors, officers,

employees, agents, advisers, accountants and consultants of that party and/or of its respective

Affiliates;

Requested Change is defined in the Change Management Procedure;

Required Change is defined in the Change Management Procedure;

Roadmap is defined in the Delivery Services;

Roadmap Deliverables is defined in the Delivery Services;

Scalable Charges is defined in the Charges Schedule;

Security Policies and Procedures means the Service Provider's policies and procedures related to

security (including information technology) provided to the Service Recipient from time to time;

Service means in relation to each Part of the Services Schedule, all of the individual service

elements that are described in that Part, other than the Excluded Services;

Service Beneficiary is defined in clause 2 (services):

Service Boundary means:

(a)[redacted]

(b)in respect of any Service (in whole or part) set out in (a) and any other Service (in whole or

part) not meeting the criteria set-out in (a)(i) and (a)(ii), use of and access to the relevant

Services directly by the Service Recipient and any Service Beneficiary solely for their

internal business purposes and not for the internal or external use of, access to or benefit of

any other Service Recipient Affiliate or third party (including any resale or onward provision

of any kind),

and, in each case, always subject to clause 5 (third party suppliers) and within the Service Volume

limits for the relevant Service;

Service Charges means the amounts payable in respect of each Service, as specified in the Charges

Schedule;

Service Description means, for each Service, the description of that Service as set out in the

corresponding Part of Schedule 1 (Service Description);

Service Operating Model means the service operating model set out in Schedule 2 (service

operating model);

Service Provider is defined in the Parties;

Service Provider Group means the Service Provider and each other entity which directly or

indirectly Controls, is directly or indirectly Controlled by (through one or more intermediaries) or is

under direct or indirect common Control with the Service Provider from time to time;

Service Provider Licensed Materials is defined in clause 17 (intellectual property rights);

Service Provider Materials means:

(a)any materials, documents, manuals, information, data and databases (in any medium or

format) which are:

(i)owned by the Service Provider, its Affiliates or any Third Party Supplier before the

Effective Amendment Date;

(ii)licensed by the Service Provider to the Service Recipient under this Agreement in

connection with the receipt of the Services;

(iii)created or developed by, or on behalf of, the Service Provider Group whether before

or after the Effective Amendment Date and used in the provision of the Services,

excluding Service Recipient Data and Bespoke Materials; or

(iv)acquired by the Service Provider, its Affiliates or any Third Party Supplier other

than pursuant to this Agreement; and

(b)all adaptations, modifications and enhancements to, or derivative works created on the basis

of, the materials, documents, manuals, information, data or databases under (a) above;

Service Provider Systems means any assets, equipment, hardware, firmware, peripherals,

communication links, storage media, network, networking equipment and other equipment or

infrastructure (and in each case, any components thereof) used in conjunction with the same,

together with all software, tools and related object and source codes and databases, used by or on

behalf of the Service Provider Group to provide the Services and/or accessed by the Service

Recipient Group in order to use or receive the benefit of the Services;

Service Provider's Bank Account means the Service Provider's or other Service Provider Group

entity’s bank account that the Service Provider notifies to the Service Recipient from time to time;

Service Recipient is defined in the Parties;

Service Recipient Data means all data:

(a)provided to the Service Provider or any of its Affiliates or subcontractors, by or on behalf of

the Service Recipient or any Service Beneficiary; or

(b)generated by the Service Provider (or any of its Affiliates or subcontractors),

in each case (i) in the course of providing or receiving the Services, as the case may be, (ii) relating

exclusively to the Service Recipient or a Service Beneficiary, and (iii) excluding the Service

Provider Materials and the records generated and retained by the Service Provider;

Service Recipient Group means:

(a)the Service Recipient; and

(b)each other company which the Service Recipient is entitled to exercise, or control the

exercise of (directly or indirectly) more than 50% of the voting power at any general

meeting of the shareholders in respect of all matters falling to be decided by resolution or

meeting of such persons;

Service Recipient Materials means:

(a)the Service Recipient Data;

(b)to the extent not Service Recipient Data, any other materials, documents, manuals,

information, data and databases owned and/or operated by, or leased or licensed (other than

by the Service Provider) to, the Service Recipient Group, and provided by or on behalf of

any member of the Service Recipient Group to the Service Provider Group in respect of the

provision of the Services; and

(c)all adaptations, modifications and enhancements to, or derivative works created on the basis

of, the materials, documents, manuals, information, data or databases under (a) and (b)

above (in each case to the extent they do not constitute Service Provider Materials);

Service Recipient Systems means any assets, equipment, hardware, firmware, peripherals,

communication links, storage media, network, networking equipment and other equipment or

infrastructure (and in each case, any components thereof) used in conjunction with the same,

together with all software, tools and related object and source codes and databases, provided by or

on behalf of the Service Recipient or any Service Beneficiary to the Service Provider Group to

provide the Services;

Service Term is defined in clause 3 (duration);

Service Volumes means in respect of a Service and a calendar year, the service volumes specified in

the Service Description for that Service and that calendar year;

Services Schedule means Schedule 1;

Small Works is defined in the Service Operating Model;

Software means any software (including third party software and CPE Software) owned by or

licensed to the Service Provider which is used to operate the Services, Platforms, applications or

products provided by the Service Provider or otherwise used or received by the Service Recipient in

connection with this Agreement;

Software Release is defined in the Service Operating Model;

Stranded Costs means, in relation to a Service being terminated:

(a)all non-refundable and non-recoverable costs, expenses or charges (including internal costs)

already incurred by the Service Provider Group or which the Service Provider Group is

contractually committed to pay, and in respect of the period of time between the date of

termination of the relevant Service and the expiry of the Service Term; and

(b)termination fees, break fees or costs payable under any Third Party Supply Contract as a

result of early termination of, or reduced usage under, those Third Party Supply Contracts,

in each case that arise as a result of or in connection with the provision of that Service to the Service

Recipient or Service Beneficiaries or the termination of the provision of that Service to the Service

Recipient or Service Beneficiaries;

Surviving Agreements means: [redacted]

Systems means the Service Provider Systems or the Service Recipient Systems, as applicable;

Tax or Taxation means (a) taxes on income, profits and gains, and (b) all other taxes, levies, duties,

imposts, charges and withholdings in the nature of taxation, including VAT, any excise, property,

transfer, franchise and payroll taxes and any national insurance or social security contributions,

together with all penalties, charges, fees and interest relating to any of these or to any late or

incorrect return in respect of any of them (except to the extent attributable to the delay or default of

the Service Recipient or any Service Beneficiary);

Tax Authority means any Governmental Authority or public body in the respective jurisdiction in

charge of assessing, imposing, collecting or auditing any Tax or assessing the Tax base or elements

of it;

Tax Deduction means a deduction or withholding for or on account of Tax from a payment made

under this Agreement;

Tax Relief means any loss, relief, allowance or credit in respect of any Tax and any deduction in

computing income, profits or gains for the purposes of any Tax or any right to repayment of Tax;

Technical Architecture Services means the services set out in Part G of the Service Description;

Term is defined in clause 3 (duration);

Territory means Switzerland;

Third Party Costs means the costs relating to hardware, software or services from Third Party

Suppliers used by the Service Provider included within the Base Charges and Scalable Charges of

each Service;

Third Party Supplier is defined in clause 5 (third party suppliers);

Third Party Supply Contract is defined in clause 5 (third party suppliers);

Transfer Regulations means any applicable legislation or other measure, including The Transfer of

Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) or any equivalent

legislation in any jurisdiction, under which the employment of an employee may automatically

transfer to the Service Recipient Group as a result of termination or expiry of the Services or this

Agreement;

Transferring Employee is defined in clause 31 (employees);

UK GDPR means the EU GDPR to the extent that it forms part of retained European Union law

under the European Union (Withdrawal) Act 2018 (as amended from time to time);

Withdrawal Agreement means the Agreement on the withdrawal of the United Kingdom of Great

Britain and Northern Ireland from the European Union and the European Atomic Energy

Community.

VAT means:

(a)value added tax imposed in compliance with the Value Added Tax Act 1994;

(b)value added tax imposed in compliance with the Swiss Federal Act on Value Added Tax;

(c)any tax imposed in compliance with the Council Directive of 28 November 2006 on the

common system of value added tax (EC Directive 2006/112); and

(d)any other tax of a similar nature, whether imposed in a member state of the European Union

in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or

imposed elsewhere; and

Working Hours means 8.30am to 5.00pm on a Business Day.

2.Interpretation

In this Agreement, unless the context requires otherwise:

(a)references to a person include any individual, firm, body corporate (wherever incorporated),

government, state or agency of a state or any joint venture, association, partnership, works

council or employee representative body (in any case, whether or not it has separate legal

personality);

(b)any reference to a party to this Agreement includes the successors and permitted assigns

(immediate or otherwise) of that party;

(c)references to a paragraph, clause or Schedule are to those of this Agreement;

(d)any reference to a document is to that document as amended, varied or novated from time to

time otherwise than in breach of this Agreement or document;

(e)headings do not affect its interpretation;

(f)the singular shall include the plural and vice versa, and references to one gender include all

genders;

(g)the phrases to the extent and to the extent that are used to indicate an element of degree

and are not synonymous with the word "if";

(h)any reference to a time of day is to the time in the Territory;

(i)references to any English law legal term or concept shall, in respect of any jurisdiction other

than England, be construed as references to the term or concept that most nearly corresponds

to it in that jurisdiction;

(j)if it is necessary to express a monetary sum that is expressed in one currency in a different

currency, the amount in the different currency shall be derived by converting the amount in

the original currency at the Exchange Rate on the relevant date;

(k)any phrase introduced by the terms including, include, in particular or any similar expression

shall be construed as merely illustrative and shall not limit the sense of the words preceding

those terms;

(l)any reference to a document in the agreed form is to the form of the relevant document

agreed between the parties and, for the purpose of identification, initialled for or by each of

them (in each case with any amendments that the parties may agree);

(m)any reference to indemnifying any person against any event, matter or circumstance shall be

construed as a reference to indemnifying that person in full on an after Tax basis from and

against any and all Claims and from all Losses, in any such case arising out of, based upon

or in connection with, whether directly or indirectly, such event, matter or circumstance, and

indemnified and indemnify and similar expressions shall be interpreted accordingly; and

(n)any reference to an indemnity being on an after Tax basis shall mean that the amount

payable pursuant to such indemnity obligation (the Payment) shall be calculated in such a

manner as will ensure that, after taking into account:

(i)any Tax required to be deducted or withheld from the Payment;

(ii)the amount and timing of any additional Tax which becomes payable by the

recipient of the Payment (or which would have become payable but for the

availability of any Relief) as a result of the Payment's being subject to Tax in the

hands of the recipient; and

(iii)the amount, timing and value of any Tax Relief which is obtained by the recipient of

the Payment to the extent that such Tax Relief is attributable to the matter giving

rise to the indemnity obligation or to the receipt of the Payment,

the recipient of the Payment receives and retains the same amount as it would have received

had such Tax not been payable or required to be deducted and had such Tax Relief not been

available or obtained.  In this paragraph (n), references to the recipient of the Payment shall

include references to its Affiliates.

3.Release, Hosting, Operation and Licensing

In the Service Description, if a party is allocated any of the following responsibilities it shall have

the following meaning:

(a)Release indicates that party as being responsible for the software and hardware release

process for the relevant Service (or application, System or Component, as specified);

(b)Hosting indicates that party as being responsible (as between the parties) for the hardware,

software and networking infrastructure and associated data centre environment and

operations, to support the relevant Service (or application, System or Component, as

specified);

(c)Operation indicates that party as being responsible for managing, operating, servicing and

maintenance of the relevant Service (or application, System or Component, as specified);

and

(d)Licensing indicates the party as being responsible for the licensing costs associated with any

Intellectual Property Rights relating to the relevant Service (or application, System or

Component, as specified) licensed from the owner or reseller of such Intellectual Property

Rights or under any agreement between a third party and a member of the Service Provider

Group.

4.Scaling (cost allocation only)

Where a party is allocated responsibility for Scaling in the Service Description:

(a)this indicates that the party is responsible for the costs of Scaling associated with the

responsibilities set out in paragraph 3(a) to (d) above (as further detailed under the Charges

Schedule); and

(b)for clarification, this does not indicate responsibility for performing the activities related to

Scaling, which would remain with the party responsible for the relevant aspect to be Scaled

(i.e. under paragraph 3(a) to (d) above).

If Scaling is noted as “N/A” rather than allocated to the Service Provider or Service Recipient, then

the relevant Service (or application, System or Component, as specified) is not Scalable.

5.Enactments

Except as otherwise expressly provided in this Agreement, any reference to an enactment (which

includes any legislation in any jurisdiction) includes references to:

(a)that enactment as amended, consolidated or re-enacted by or under any other enactment

whenever made;

(b)any enactment that that enactment re-enacts (with or without modification); and

(c) any subordinate legislation (including regulations) whenever made under that enactment, as

amended, consolidated or re-enacted as described at (a) or (b).

6.Schedules

The Schedules comprise schedules to this Agreement and form part of this Agreement.

7.Inconsistencies

If there is any inconsistency between any definition set out in this Schedule and a definition set out

in any clause or any other Schedule, then, for the purposes of construing that clause or Schedule, the

definition set out in this Schedule shall prevail to the extent of such conflict.

Document

Exhibit 8.1

Sunrise Communications AG Significant Subsidiaries

December 31, 2024

Name	Jurisdiction of<br>Incorporation
Sunrise FinCo I B.V.	Netherlands
Sunrise FinCo II B.V.	Netherlands
Sunrise HoldCo I B.V.	Netherlands
Sunrise HoldCo II B.V.	Netherlands
Sunrise HoldCo III B.V.	Netherlands
Sunrise HoldCo IV B.V.	Netherlands
Sunrise HoldCo V B.V., formerly known as Liberty Global Europe Financing B.V.	Netherlands
Sunrise HoldCo VI B.V.	Netherlands
Sunrise Portugal S.A.	Portugal
ello communications S.A.	Switzerland
SITEL S.A.	Switzerland
Sunrise GmbH	Switzerland
Swiss Open Fiber AG	Switzerland
Telélavaux S.A.	Switzerland
Sunrise Financing Partnership	Delaware, United<br>States

Document

Exhibit 11.1

Insider Trading Policy

of

Sunrise Communications AG

Sunrise GmbH

Table of Contents

1.    Purpose	3
2.    Scope	3
2.1 Who must comply with this Policy?	3
2.2 What type of securities are covered by this Policy?	4
3.    References	5
4.    Definitions	5
5.    Prohibition of trading on the basis of Inside Information and Material Non-public Information	6
5.1 What is Inside Information and Material Non-public Information?	7
5.2 What is an insider list?	9
5.3 Can I still trade?	9
6.    Prohibition of trading during Black-out Periods	10
6.1 What are the General Black-out Periods?	10
6.2 What are the Special Black-out Periods?	12
6.3 Are exceptions from the restrictions during Black-out Periods possible?	12
7.    Rules applicable to Permanent Insiders	12
8.    Controls and Breach of Policy	14
9.    Contact for Policy related questions	14
10.    Exceptions	15
11.    Version History	15
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Sunrise GmbH

1.Purpose

a)Sunrise Communications AG (Sunrise, together with the companies directly or indirectly controlled by it, the Sunrise Group) is a Swiss corporation whose Class A common shares, par value CHF 0.10 per share (the Class A Shares), are listed on the SIX Swiss Exchange AG (the SIX) and whose American Depositary Shares representing Class A Shares (the Class A ADSs) are listed on the Nasdaq Global Select Market (the Nasdaq).

b)To comply with the law, including SIX rules, Nasdaq rules (for as long as the Class A ADSs are listed on the Nasdaq), and United States securities laws (for as long as any class of Sunrise’s securities remains registered under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act)), and to protect Sunrise's reputation, Sunrise must take precautions to help prevent insider trading and market manipulation.

c)Under Swiss law, insider trading is when someone buys or sells securities, or trades in derivatives of such securities, while in possession of Inside Information (as defined herein) about these securities. Under U.S. law, insider trading is when someone buys or sells securities, trades in derivatives of such securities, or recommends or encourages another person to trade in, while in possession of Material Non-public Information (as defined herein) about these securities. Market manipulation (also called price manipulation) is when someone influences the price of securities by giving misleading information or making fictitious transactions.

d)The purpose of this insider trading policy (the Policy) is to help ensure that Covered Persons (as defined herein), and anyone else who has Inside Information or Material Non-public Information about Sunrise, do not engage in insider trading or market manipulation, or otherwise exploit Inside Information or Material Non-public Information.

2.Scope

2.1 Who must comply with this Policy?

a)Unless otherwise specified, this Policy must be read, acknowledged, and complied with by:

(i)the members of the Board of Directors of Sunrise (the Board),

(ii)the members of the Executive Committee of Sunrise (the ExCom),

(iii)all employees of the Sunrise Group, and

(iv)consultants, contractors or advisors of Sunrise Group, who have or could have access to Inside Information or Material Non-public Information.

These persons are referred to in this Policy as Covered Persons (each a Covered Person).

Sunrise GmbH

b)The Covered Persons remain subject to this Policy after their employment, appointment, contract or other engagement with Sunrise concludes, if and as long as such Covered Persons remain in possession of Inside Information or Material Non-Public Information.

c)If a Covered Person becomes aware of Inside Information or Material Non-public Information in the course of their work, they must inform the Clearing Office immediately.

2.2 What type of securities are covered by this Policy?

a)This Policy covers all transactions in any securities (debt or equity) of any Sunrise Group company, issued, or which may in the future be issued, as well as any financial instruments derived from such securities (collectively, the Sunrise Securities). For example, the following instruments are considered Sunrise Securities:

(i)the Class A Shares and the Class B Shares (the Sunrise Shares);

(ii)the Class A ADSs and the American Depositary Shares representing Class B Shares (the Sunrise ADSs);

(iii)any conversion, acquisition, or sale right (e.g., call or put options) which provides for, or allows, the actual delivery of Sunrise Shares or Sunrise ADSs or of other conversion, acquisition, or sale rights relating to Sunrise Shares or Sunrise ADSs;

(iv)any debt securities (including, but not limited to, bonds and asset-backed securities) of any Sunrise Group company;

(v)any securities issued by a third party (including financial instruments, index products, and equity baskets) whose price or performance materially – i.e., generally by at least 25% – depends on the price or performance of any of the securities described in (i) to (iv); and

(vi)any financial instruments, including any derivative instrument, which provide for or permit cash settlement, any other contracts for difference and any non-standardized over-the-counter products whose price or performance materially – i.e., generally by at least 25% – depends on the price or performance of any of the securities described in (i) to (v) above (e.g., index products, equity baskets, or options on such instruments).

b)This Policy also applies to any securities and related financial instruments of any third party whose (equity or debt) securities are traded on a public market if a Covered Person, in the course of their position, acquires Inside Information or Material Non-public Information with regard to such securities, such as plans by Sunrise to launch a public offer for such securities or to enter into a material transaction with such third party (collectively, the Third-Party Securities).

4/15

Sunrise GmbH

3.References

The following separate Sunrise policies are referenced in this Policy:

—Trading, Disclosure and Reporting Policy, and

—Management Transaction Policy.

4.Definitions

Document-specific definitions used in this Policy are listed in the following table:

Black-out Periods	as defined in Section 6 of this Policy
Black-out Persons	as defined in Section 6.1c) of this Policy (in Sunrise internal communication referred to as the Black-out Group)
Board	as defined in Section 2.1a)(i) of this Policy
CEO	means the Chief Executive Officer of the Sunrise Group
CFO	means the Chief Financial Officer of the Sunrise Group
Chairperson	means the Chairperson of Sunrise's Board
Class A ADSs	as defined in Section 1a) of this Policy
Class A Shares	as defined in Section 1a) of this Policy
Class B Shares	Sunrise’s Class B shares with privileged voting rights, par value CHF 0.01 per share
Clearance	as defined in Section 7c) of this Policy
Clearing Office	means a Sunrise internal group of employees which is preparing and overseeing decisions, reports and documentation of the tasks and processes defined in this Policy, in the Trading, Disclosure and Reporting Policy or in the Management Transaction Policy. The Clearing Office consists of the General Counsel, the CFO, the VP Corporate Communications, the VP Investor Relations and the Senior Director Compliance, Regulatory & Governance of the Sunrise Group.
Covered Persons	as defined in Section 2.1a) of this Policy
ExCom	as defined in Section 2.1a)(ii) of this Policy
General Black-out Periods	as defined in Section 6.1 of this Policy
General Counsel	means the General Counsel (or equivalent title) of the Sunrise Group
Inside Information	as defined in Section 5.1 of this Policy
Insider	as defined in Section 5a) of this Policy
Material Non-public Information	as defined in Section 5.1f) of this Policy
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Sunrise GmbH

Permanent Insiders	as defined in Section 7a) of this Policy
Policy	as defined in Section d) of this Policy
SIX	as defined in Section a) of this Policy
Special Black-out Periods	as defined in Section 6.2(a) of this Policy
Sunrise	as defined in Section a) of this Policy
Sunrise Group	as defined in Section a) of this Policy
Sunrise Securities	as defined in Section a) of this Policy
Sunrise Shares	as defined in Section (i) of this Policy
Third-Party Securities	as defined in Section b) of this Policy
Trading Day	means, as applicable to the trade in question, a day on which the SIX or, for as long as the Class A ADSs are listed on the Nasdaq, the Nasdaq, is generally open for trading, and trading in the listed Sunrise Securities of such venue has not been suspended for any reason.

5.Prohibition of trading on the basis of Inside Information and Material Non-public Information

a)A Covered Person who possesses Inside Information or Material Non-public Information (each an Insider) is prohibited from transacting in or influencing others to transact in Sunrise Securities or Third-Party Securities.

b)In particular, an Insider:

(i)must keep Inside Information and Material Non-public Information strictly confidential and must not disclose Inside Information and Material Non-public Information to anyone (not even family members, close friends and other individuals with whom such Insider has a pattern of sharing confidences) other than those persons who need to know it and who are subject to confidentiality obligations (whether under this Policy, statutory or professional secrecy obligations or an executed confidentiality undertaking);

(ii)must not, directly or indirectly, sell, buy, or enter into an option or similar transaction relating to Sunrise Securities or Third-Party Securities, whether for their own account or for the account of another person or entity; and

(iii)must not recommend to, induce or instruct any other person (including family members, close friends and other individuals with whom such Insider has a pattern of sharing confidences) or any entity, to sell, buy, or otherwise trade in Sunrise Securities or Third-Party Securities on the basis of Inside Information or Material Non-public Information.

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5.1 What is Inside Information and Material Non-public Information?

a)Inside Information is information that has not been publicly disclosed and that, if made public, could significantly affect the trading price of Sunrise Securities or Third-Party Securities.

b)More specifically, Inside Information refers to facts (including firm intentions, unrealized plans, and prospects, but not mere rumors or speculation) which relate directly or indirectly to the Sunrise Group, to the Sunrise Group's business, or to Sunrise Securities or Third-Party Securities, and which are:

(i)specific (of sufficiently clear and certain nature) (see Section c) below);

(ii)confidential / have not been made public (see Section d) below); and

(iii)price-sensitive (see Section e) below).

The information described above in this Section b) is referred to in this Policy as Inside Information.

c)A fact is specific (of sufficiently clear and certain nature) if it:

(i)indicates circumstances that exist or may reasonably be expected to come into existence, or an event that has occurred or may reasonably be expected to occur; and

(ii)is specific enough to enable a conclusion to be drawn as to the possible effect of those circumstances or that event on the price of any Sunrise Securities or Third-Party Securities.

d)In general, a fact is considered not to have been made public as long as Sunrise itself has not publicly disclosed it by way of an ad hoc release or by disseminating it through a public filing with the U.S. Securities and Exchange Commission (the SEC), or another relevant government agency, or through major newswire services, national news services, financial news services or a publication of general circulation, including by way of an ad hoc release. The circulation of rumors or "talk on the street" or media reports, even if accurate and reported in the media, does not constitute effective public dissemination.

e)A fact is price-sensitive if such fact, if made public, would be likely to have a significant effect (significantly greater than the usual price fluctuations) on the price of Sunrise Securities or Third-Party Securities.

f)Material Non-public Information means information where there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision or would consider it as having significantly altered the total mix of information already publicly available, which has not been made public. The test is, therefore, whether a reasonable investor's investment decisions with respect to Sunrise

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Securities or Third-Party Securities would likely be influenced by knowledge of such fact.

g)Examples of Inside Information and Material Non-public Information include:

(i)material financial information about Sunrise (e.g., annual, half-year or quarterly financial results) and significant changes in financial results and/or financial condition;

(ii)significant changes in Sunrise's revenue (e.g., sharp declines, unanticipated losses or growth) or material deviations from Sunrise's financial guidance;

(iii)material changes in the structure of Sunrise or the Sunrise Group, including significant mergers, acquisitions or disposals of assets or businesses, major restructurings or amalgamations, significant joint ventures or collaborations;

(iv)changes in the capital structure of Sunrise, including capital increases or reductions, changes in dividend policy or shareholder rights, or share buybacks;

(v)material changes in Sunrise's accounting policies;

(vi)material changes in Sunrise's course of business, including a new strategic direction, the entering into or dissolution of strategic alliances and/or collaborations, the withdrawal of key products from the market, major liability cases, significant legal or regulatory proceedings, the entering into or the termination of material contracts, or significant regulatory approvals or denials;

(vii)major investments, borrowing or lending by Sunrise;

(viii)any significant mortgaging or other encumbrance of the Sunrise's assets;

(ix)significant defaults under Sunrise’s debt obligations;

(x)significant developments with respect to Sunrise's customers or suppliers, including the acquisition or loss of a significant customer or supplier;

(xi)changes to Sunrise's auditors;

(xii)material changes to the Board or ExCom (e.g., a change in the CEO position); or

(xiii)significant changes in shareholder structure or plans regarding changes in the composition of the Sunrise Shares.

The above list of examples is not exhaustive. There may be other facts that constitute Inside Information or Material Non-public Information that are not on the list. Conversely, it is conceivable that facts listed above are not considered Inside Information and Material Non-public Information in specific cases. All information must be evaluated on a case-by-case basis.

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Sunrise GmbH

5.2 What is an insider list?

a)Persons who have access to Inside Information and Material Non-public Information about a material confidential project (such as an M&A transaction) will be added to an insider list maintained by the Clearing Office and will be made aware that they have Inside Information or Material Non-public Information. Persons on the insider list are prohibited from trading in Sunrise Securities or Third-Party Securities, as applicable, while on the insider list.

b)Whether or not a Covered Person has been added to or been notified of an insider list, they may still be an Insider and it is their own responsibility to comply with this Policy.

5.3 Can I still trade?

a)A trade does not constitute insider trading under Swiss law if all of the following conditions are met:

(i)a Covered Person entered into a contract, gave instructions to another person or entity, or was subject to a written plan to trade Sunrise Securities or Third-Party Securities, before they had access to Inside Information;

(ii)such contract, instructions, or plan does not allow the Covered Person to exercise any subsequent influence over the trading of the Sunrise Securities or Third-Party Securities; and

(iii)such contract, instructions, or plan was not amended or changed after the Covered Person had received Inside Information.

b)Trades by Insiders in Sunrise Securities that are executed in the United States pursuant to a plan that meets the requirements of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1” and “10b5-1 Plan,” respectively) are not subject to the prohibition on trading on the basis of Material Non-public Information contained in this Policy or to the restrictions set forth in this Policy relating to Clearance procedures and Black-out Periods. Rule 10b5-1 provides an affirmative defense from insider trading liability under the U.S. federal securities laws for trading plans that meet certain requirements.

In general, a 10b5-1 Plan must:

(i)Be entered into before an Insider is aware of Material Non-public Information and may not be changed by the Insider while it is aware of Material Non-public Information;

(ii)Remain beyond the scope of the Insider’s influence once the 10b5-1 Plan is adopted, with the Insider not exercising any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade;

(iii)Either specify (including by formula) the amount, pricing and timing of transactions in advance or delegate discretion on those matters to an independent third party;

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(iv)Be subject to “cooling off” periods that prohibit (A) Sunrise’s directors and officers from trading until the later of 90 days following the 10b5-1 Plan’s adoption or modification, or two business days following Sunrise’s disclosure (via a report filed with the SEC) of its financial results for the fiscal quarter in which the 10b5-1 Plan was adopted or modified, and (B) persons other than Sunrise’s directors or officers from trading until 30 days following the adoption or modification of a 10b5-1 Plan; and

(v)With respect to 10b5-1 Plans of Sunrise’s directors and officers, include a certification to certify that, at the time the plan is adopted or modified, (i) they are not aware of Material Non-public Information about Sunrise or its securities and (ii) they are adopting the 10b5-1 Plan in good faith and not as part of a plan or scheme to evade the anti-fraud provisions of the Exchange Act.

In addition, subject to certain limited exceptions, an Insider may not have multiple overlapping 10b5-1 Plans at any one time.

An Insider may complete a trade pursuant to a 10b5-1 Plan if they have submitted it to the Clearing Office for review at the time they want to establish the 10b5-1 Plan, and the Clearing Office has not advised them that the 10b5-1 Plan is defective. Although an Insider is required to submit their 10b5-1 Plan to the Clearing Office and the Clearing Office may review the 10b5-1 Plan, it is the Insider’s responsibility to ensure that the 10b5-1 Plan meets the requirements of Rule 10b5-1. Each Insider should consult with their own counsel in setting up the 10b5-1 Plan to make sure that it complies with the requirements of Rule 10b5-1. 10b5-1 Plans generally may not be adopted during a Black-out Period.

c)The determination of whether information qualifies as Inside Information or Material Non-public Information, and whether any exception applies, involves an element of judgment (see Section 9 below).

6.Prohibition of trading during Black-out Periods

There are time periods during which financial results are being prepared or material confidential projects are being conducted but have not yet been publicly announced (the Black-out Periods). During such Black-out Periods, trading in Sunrise Securities is prohibited for Covered Persons who have access to Inside Information or Material Non-public Information, as more fully described below.

6.1 What are the General Black-out Periods?

a)General Black-out Periods are pre-determined periods during which financial results are being prepared but not yet publicly disclosed and during which Black-out Persons are prohibited from trading in Sunrise Securities. All Black-out Persons must not trade during all General Black-out Periods, even if Inside Information or Material Non-public Information does not exist or they do not have Inside Information or Material Non-public Information.

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b)The General Black-out Periods begin seven calendar days (inclusive) prior to the end of each quarter and end one full Trading Day after the public release of the applicable financial results, as follows:

(i)from December 25 until one full Trading Day after the publication of the annual results;

(ii)from March 25 until one full Trading Day after the publication of the first quarter results or trading update;

(iii)from June 24 until one full Trading Day after the publication of the half year results; and

(iv)from September 24 until one full Trading Day after the publication of the third quarter results or trading update.

c)The following persons are Black-out Persons, because they regularly have access to Inside Information or Material Non-public Information:

(i)the members of the Board;

(ii)the members of the ExCom and the secretary of the Board;

(iii)any staff reporting directly to the CEO;

(iv)selected staff reporting directly to the CFO as determined by the Clearing Office in consultation with the CEO and/or CFO (e.g., heads of accounting, controlling, treasury, tax, strategy, investor relations);

(v)any staff or consultants who are involved in the preparation of financial reports, earnings releases and quarterly updates or who otherwise have access to Inside Information or Material Non-public Information;

(vi)chiefs of staff to the above persons;

(vii)executive assistants to the above persons;

(viii)any other Covered Person having access to Inside Information or Material Non-public Information in connection with Sunrise's financial reporting, including third-party vendors; and

(ix)any other person determined by the Clearing Office in consultation with the CEO and/or the CFO.

d)The Black-out Persons list will be maintained by the Clearing Office. Before the start and at the end of a General Black-out Period, the Clearing Office will make persons who are subject to a General Black-out Period aware of it in writing.

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Sunrise GmbH

6.2 What are the Special Black-out Periods?

a)Special Black-out Periods are periods during which material confidential projects are being pursued and during which relevant Covered Persons are prohibited from trading in Sunrise Securities.

b)The Board, the Chairperson of the Board, the CEO, the CFO, or the General Counsel following consultation with the Clearing Office may impose Special Black-out Periods on relevant Covered Persons whenever they deem it necessary or appropriate. This includes cases where the disclosure of Inside Information or Material Non-public Information is postponed (as set forth in Section 6.2.2 of Sunrise's Trading, Disclosure and Reporting Policy).

c)The list of persons who are subject to a Special Black-out Period will be maintained by the Clearing Office. The Clearing Office will make persons subject to a Special Black-out Period aware of it in writing before the beginning and at the end of such Special Black-out Period.

6.3 Are exceptions from the restrictions during Black-out Periods possible?

a)The plan administrator can sell options or other equity-linked instruments granted under an equity incentive plan that would otherwise expire within a Black-out Period on behalf of the holder if the plan provides for the automatic exercise or sale of such instruments during a Black-out Period.

b)Trades by Insiders that are executed pursuant to a 10b5-1 Plan are not subject to the prohibition on trading on the basis of Material Non-public Information contained in this Policy or to the restrictions set forth above relating to Black-out Periods and Special Black-out Periods.

7.Rules applicable to Permanent Insiders

a)Certain persons have permanent access to Inside Information or Material Non-public Information due to their position and responsibilities at Sunrise. Such persons, referred to in this Policy as Permanent Insiders, are the following:

(i)the members of the Board and the secretary of the Board;

(ii)the members of the ExCom;

(iii)the VP Corporate Communications, the VP Investor Relations and the Senior Director Compliance, Regulatory and Governance of the Sunrise Group;

(iv)selected staff reporting directly to the CEO as determined by the Clearing Office in consultation with the CEO and/or CFO (e.g., heads of strategy, communications, business units);

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(v)selected staff reporting directly to the CFO as determined by the Clearing Office in consultation with the CEO and/or CFO (e.g., heads of controlling, accounting, and investor relations);

(vi)chiefs of staff to the above persons;

(vii)executive assistants to the above persons; and

(viii)any other person determined by the Clearing Office in consultation with the CEO and/or the CFO.

b)The Clearing Office will maintain the Permanent Insiders list.

c)Irrespective of whether a Black-out Period applies, a Permanent Insider can only trade in Sunrise Securities, whether for their own account or for the account of another person, after having received written pre-trade clearance (the Clearance) from the Clearing Office.

d)All Clearance requests must be submitted to and will be kept by the Clearing Office.

e)When the Clearing Office receives a Clearance request, it will consult with the General Counsel and decide whether to grant Clearance, taking into account the best interests of Sunrise. When communicating its decision, the Clearing Office must not disclose any Inside Information or Material Non-public Information that it may have.

f)As a rule, requests for Clearance will be processed within two Trading Days of receipt of the request. The cleared transactions shall be completed within four Trading Days or such shorter period as may be communicated to the requesting Permanent Insider by the Clearing Office.

g)Clearance does not relieve the Permanent Insider of their obligations under this Policy and from any reporting obligations under the Management Transaction Policy that may apply. The Permanent Insider remains solely responsible for making their own assessment of whether trading in Sunrise Securities is allowed.

h)If the Clearing Office has granted Clearance, the applicant shall make the following written statement, which the Clearing Office shall keep on file:

Pre-Trading Clearance / Applicant's Statement

For the purpose of the requested trade and clearance in accordance with Section 7 of the Sunrise Insider Trading Policy, I herewith confirm that I am not in possession of any Inside Information or Material Non-public Information (each as defined in the Insider Trading Policy).

Date/Place: ……………………….. Name: ……………………......

Signature: ……………….............

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8.Controls and Breach of Policy

a)The Clearing Office controls information barriers and other market conduct on a risk-based basis.

b)Compliance with this Policy is of the utmost importance to Sunrise and its reputation. The Covered Persons must instruct and supervise financial intermediaries, such as banks and asset managers, who trade in Sunrise Securities or Third-Party Securities on their behalf.

c)Both the Covered Person and the recipient of disclosed Insider Information or Material Non-Public Information could be liable for insider trading under Swiss securities laws and U.S. securities laws if the recipient of such information transacts in securities based on such information.

d)The consequences of carrying on any prohibited insider trading activity or otherwise violating this Policy can be severe and may give rise to legal sanctions such as fines and criminal sanctions. In addition, any violation of this Policy is a serious disciplinary offense. Depending on circumstances, Sunrise may issue written warnings, impose costs incurred by Sunrise as a result of a violation, or take disciplinary action, including termination of employment for cause and without notice period (fristlose Kündigung aus wichtigem Grund).

e)In Switzerland, insider trading and market manipulation, may lead to enforcement proceedings initiated by the Swiss Financial Market Supervisory Authority FINMA, as well as to criminal proceedings, which may result in fines, monetary penalties and/or imprisonment of up to five years. In the United States, breach of the rules contained in this Policy may result in penalties and sanctions that include disgorging any profits gained or loss avoided, up to 20 years in prison, criminal fines of up to USD 5 million, civil penalties of up to three times the profit gained or loss avoided (whether directly by a Covered Person, or by a third party as a result of the Covered Person’s action), and civil injunctions by the SEC.

f)Each Covered Person is responsible for complying with this Policy and with applicable laws, regulations, and rules. When in doubt, Covered Persons should consult with their own legal counsel and the General Counsel.

9.Contact for Policy related questions

a)The determination of whether information qualifies as Inside Information or Material Non-public Information involves an element of judgment. Therefore, if a person who is subject to this Policy is not sure whether a particular fact is Inside Information or Material Non-public Information, they must obtain the Clearing Office's determination before trading in Sunrise Securities or Third-Party Securities.

b)Any questions regarding this Policy shall be referred to the Clearing Office.

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10.Exceptions

There are no exceptions to this Policy, except as specifically noted herein. Transactions that may be necessary or justifiable for independent reasons (such as the existence of a personal financial emergency) or small transactions are not excepted from this Policy. The U.S. securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve Sunrise’s reputation for adhering to the highest standards of ethical conduct.

11.Version History

a)This Policy enters into force on November 8, 2024 and has been approved by the Board. Any changes to this Policy are subject to approval by the Board.

b)List the changes made from the last major version, define the measure taken I = inserted, C = Changed, D = Deleted.

Measure	Section	Describe the change made
C	All	Document creation
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Sunrise GmbH

Document

Exhibit 12.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

I, André Krause, certify that:

1.     I have reviewed this annual report on Form 20-F of Sunrise Communications AG;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Sunrise Communications AG as of, and for, the periods presented in this report;

4.     The other certifying officer of Sunrise Communications AG and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Sunrise Communications AG and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Sunrise Communications AG, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   [INTENTIONALLY OMITTED]

(c)   Evaluated the effectiveness of disclosure controls and procedures of Sunrise Communications AG and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in internal control over financial reporting of Sunrise Communications AG that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect internal control over financial reporting of Sunrise Communications AG.

5.     The other certifying officer of Sunrise Communications AG and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the auditors of Sunrise Communications AG and the audit committee of the board of directors of Sunrise Communications AG (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the ability of Sunrise Communications AG to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Sunrise Communications AG.

Date: February 28, 2025

/s/ André Krause///
André Krause
Chief Executive Officer

Document

Exhibit 12.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

I, Jany Fruytier, certify that:

1.     I have reviewed this annual report on Form 20-F of Sunrise Communications AG;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Sunrise Communications AG as of, and for, the periods presented in this report;

4.     The other certifying officer of Sunrise Communications AG and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Sunrise Communications AG and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Sunrise Communications AG, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   [INTENTIONALLY OMITTED]

(c)   Evaluated the effectiveness of disclosure controls and procedures of Sunrise Communications AG and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in internal control over financial reporting of Sunrise Communications AG that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect internal control over financial reporting of Sunrise Communications AG.

5.     The other certifying officer of Sunrise Communications AG and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the auditors of Sunrise Communications AG and the audit committee of the board of directors of Sunrise Communications AG (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the ability of Sunrise Communications AG to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Sunrise Communications AG.

Date: February 28, 2025

/s/ Jany Fruytier
Jany Fruytier
Chief Financial Officer

Document

Exhibit 13.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, André Krause, Chief Executive Officer of Sunrise Communications AG, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)   The Annual Report on Form 20-F of Sunrise Communications AG for the period ended December 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Sunrise Communications AG.

Date: February 28, 2025

/s/ André Krause
André Krause
Chief Executive Officer

Document

Exhibit 13.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Jany Fruytier, Chief Financial Officer of Sunrise Communications AG, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)   The Annual Report on Form 20-F of Sunrise Communications AG for the period ended December 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Sunrise Communications AG.

Date: February 28, 2025

/s/ Jany Fruytier
Jany Fruytier
Chief Financial Officer

ex151-finalannualreport2

Exhibit 15.1

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Table of Contents 3 Shareholder letter 8 Sunrise at a glance 9 Facts and Figures 10 KPIs 11 Operational & Financial Review 12 Introduction – Switzerland’s Leading Challenger 14 Strategy 16 Products and Services 22 Network 24 Regulatory Environment 26 Risk Management 28 Financial Review 52 Sustainability 53 Facts and Figures 55 Message to Stakeholders 57 Sustainability at Sunrise 70 People 79 Planet 86 Progress 93 Governance 98 Annex 123 [Left Intentionally Blank] 127 Corporate Governance 128 Group Structure and Shareholders 130 Capital Structure 143 Board of Directors 146 Executive Committee 150 Compensation, Shareholdings and Loans 151 Shareholders’ Participation Rights 153 Change of Control and Defence Measures 154 Auditor 155 Information Policy 155 Ordinary black-out periods 156 Compensation Report 159 Compensation Governance 162 Board of Directors Compensation 164 Sunrise Compensation Principles and Philosophy 165 Executive Committee Compensation 172 Shareholdings of the Board of Directors and Executive Committee 173 Activities at other companies 175 [Left Intentionally Blank] 177 Financial Statements 178 Consolidated Statements of Income or Loss 180 Consolidated Statements of Financial Position 182 Consolidated Statements of Changes in Equity 183 Consolidated Statements of Cash Flows 185 Notes to the Consolidated Financial Statements 233 [Left Intentionally Blank] 238 Statutory Financial Statements 243 [Left Intentionally Blank] 2 Sunrise Annual Report 2024 I Table of Contents

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SHAREHOLDER LETTER 3 Sunrise Annual Report 2024 I Shareholder Letter Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Report Financial Statements Sunrise is dedicated to promoting culture and live music.

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Shareholder letter Dear Shareholders, It is our pleasure to present the inaugural annual report for Sunrise, giving you a substantial overview of our business, our financials, compensation and governance in our organization, as well as our sustainability efforts. Over the past years, we have continuously strengthened our market position, delivered great value to our customers through high-quality networks, and launched innovative telecommunication products and services. At the same time, we have been operating at the core of digitalisation, enabling real progress in our home market Switzerland. In November 2024, we marked a major milestone with the successful separation from Liberty Global and listing of Sunrise as a standalone company on SIX Swiss Exchange, under the ticker symbol «SUNN». The Swiss listing followed the listing of the Sunrise Class A American depositary shares (ADS) on the Nasdaq. This achievement underscores our confidence in the strength and resilience of Sunrise, as well as its future potential. «Positioned as the leading challenger in the attractive Swiss telecom market, Sunrise is well-equipped to deliver its long-term vision of sustainable growth by continuing to provide customers with best-in-class networks and attractive service offerings.» Mike Fries, Chairman of the Board of Directors With an exclusive focus on Switzerland, Sunrise operates within a favourable macroeconomic environment defined by high GDP per capita, low inflation and a low cost of capital. These strong economic fundamentals provide a stable and supportive backdrop for our business operations. With significant market shares in the mobile, broadband and TV segments, we are proud to be Switzerland’s premium and scaled challenger. Financial performance 2024 was an action-packed year and the numerous positive developments are also reflected in our financial results. Sunrise ended the financial year 2024 as expected and delivered fully on its financial guidance. Revenue decreased slightly (-0.6% YoY) and amounted to CHF 3,018 million. Adjusted EBITDaL increased slightly (+0.7% YoY) ending at CHF 1,030 million. We made investments totalling CHF 510 million (-5.2% YoY) in networks, product innovations and digital services. These investments accounted for 16.9% of the annual revenue. And, Adjusted free cash flow (FCF) increased to CHF 363 million (+2.8% YoY) and was thus within the range of CHF 360 – 370 million. Adj. EBITDAaL growth despite an increase in costs related to telecoms services Revenue slightly declined driven by the brand migration from UPC to Sunrise and the related rightpricing weighing on main brand ARPU, especially fixed-line subscriptions. The UPC customer-base migration to Sunrise is largely completed (300,000 migrations in 2024) with 60,000 customers remaining as of year end 2024. This effect has been partly compensated by churn improvements and revenue growth from flanker brands and the business customers & wholesale segment, where growth was driven by the acquisition and renewal of business contracts. Well-known companies have chosen or re-chosen Sunrise as their reliable telecom and solution partner, including Migros with the largest order ever won to equip a total of over 2,000 Migros company locations, connecting more than 2,500 of the retailer’s branches with a fully managed SD-WAN solution; or the renewal of the existing long-term contract with Swiss Post where Sunrise will continue to provide all Swiss Post Group companies and subsidiaries with the fixed-network and mobile solutions required for offering their services. Full-year 2024 Adj. EBITDAaL improved by +0.7% YoY, despite softer revenues. Gross profit impact was largely compensated, due to lower direct cost spend on hardware as well as infrastructure & support underlying gross profit improvement due to higher built-to-suit revenues. Operational costs have been lower versus prior year despite an increase in prices related to telecoms services, especially energy costs, as we continued to optimize our operating costs via our ongoing efficiency programme as well as the phaseout of costs-to-capture and related external spend. 4 Sunrise Annual Report 2024 I Shareholder Letter

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Adj. FCF grew by +2.8% YoY ending at CHF 363 million. Adj. FCF generation was supported by lower capital expenditures spend on the back of a growing Adj. EBITDAaL and a positive one-off net working capital impact from receivables securitization. 2024 dividend Adj. FCF enables Sunrise to propose a total dividend payment of approximately CHF 240 million to the Annual General Meeting and we will have fulfilled the 2024 guidance here as well. The dividend payout would be CHF 3.33 per Sunrise Class A share and CHF 0.33 per Class B Share and provide an attractive dividend yield for all shareholders. Dividends will be exclusively paid out of reserves from foreign capital contributions and hence treated as a repayment of qualifying additional paid-in capital for Swiss tax purposes. Accordingly, the dividend for the 2024 financial year will not be subject to Swiss Withholding Tax of 35%. For Swiss resident individuals holding the shares as private assets, the dividend is in principle not subject to Swiss income tax. Sunrise expects this tax treatment to continue for c. the next five years. Sunrise share trading Sunrise was spun-off 100% in November 2024, with the first trading day on SIX Swiss Exchange on 15 November 2024. Share trading volumes progressively transitioned to SIX Swiss Exchange, with around 30% of total shares traded in Switzerland in the initial weeks post spin-off to an average of c. 40% in February 2025 year to date. In the context of the spin-off, Sunrise shares were initially distributed in the form of American depositary shares (ADS). Since the completion of the spin-off, Sunrise ADS holders have been and continue to be entitled to cancel the Sunrise ADS and demand delivery of the underlying Sunrise shares. As of 19 February 2025, c. 75% of the Class A ADS and c. 98% of the Class B ADS have been cancelled, with the remaining outstanding ADS representing c. 23% of Sunrise share capital as of the spin-off. De-listing date of Sunrise Class A ADS from Nasdaq continues to be planned for approximately nine months post spin-off, with the exact timing to be confirmed. Commercial highlights Early in 2024, our main brand Sunrise unveiled a series of innovative offers designed to cater to both new and existing customers. These included the introduction of the Sunrise Young Portfolio, tailored specifically for the youth segment, as well as new online-exclusive bundles for mobile, Internet and TV services. Existing customers were rewarded with exclusive loyalty discounts, reinforcing our commitment to customer retention. Later in the year, Sunrise consolidated its position as the leading broadband provider in Switzerland by leveraging a unique combination of technologies. A material investment was made in our HFC network, where we increased maximum Internet speed from 1 Gbit/s to an impressive 2.5 Gbit/s. Enhancing customer satisfaction, we also introduced adjacent services such as cybersecurity solutions and in-home Wi-Fi upgrades. Our Device as a Service (DaaS) initiative, enabling customers to exchange their smartphone at any time, have it repaired as often as they like, replace the device with an equivalent one or upgrade to the latest device if their phone is stolen, continues to prove highly popular. This approach not only offers environmental benefits but has also led to increased customer loyalty, as people appreciate the increased flexibility towards hardware. Meanwhile, strategic partnerships with prominent ambassadors, including Roger Federer and Marco Odermatt, alongside our strong partnership with Swiss Ski, have further reinforced our brand visibility and market position. Efforts to enhance customer experience and reduce churn through initiatives like premium positioning, loyalty programmes and improved service quality are delivering positive results. The flanker brand yallo achieved remarkable success, posting double-digit growth across core financial KPIs and subscriber metrics and surpassing the milestone of one million RGUs in Q3 2024. Positioned as the smart shopper's choice, yallo offers an attractive price/value proposition, innovative solutions and high-performance products. In 2024, yallo strengthened its value proposition with a dynamic multi-channel campaign, complemented by a 5G upgrade for all existing customers at no additional cost. Sunrise Business expanded its market presence with targeted solutions for SMEs, including managed security services in collaboration with Accenture and cloud services powered by AWS. By focusing on GenAI-supported managed services, SME cloudification and managed-workplace solutions, we are enabling businesses to thrive in a digital-first environment. Moreover, with cutting-edge 5G innovations such as MPN slicing, we now provide enterprise customers with precise speed, latency and capacity assurances. The Business division also celebrated significant wins, adding prestigious customers such as Migros and SBB to its portfolio. New contracts and renewals with leading companies, including Swiss Post, Ringier AG, FC Basel 1893 AG, ANYbotics AG and REHAB Basel, underscore our growing influence and ability to deliver tailored, innovative solutions for enterprise clients. Outstanding network and service performance rewarded Sunrise has once again demonstrated its excellence in customer service and network performance, achieving top accolades in the renowned connect 5 Sunrise Annual Report 2024 I Shareholder Letter

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tests. In the connect Mobile Hotline Test, Sunrise earned the highest ratings across all categories, with three "Outstanding" and two "Very Good" awards, placing it among the top three hotlines in the D-A- CH region out of 20 tested providers. In broadband services, Sunrise was recognized for delivering the fastest download speeds and most reliable Internet connections in Switzerland, earning the coveted "Outstanding" rating for the third consecutive year. Our mobile network continued its streak of excellence, with Sunrise the only provider to receive the highest rating of «Outstanding» in the connect mobile network test for the ninth time in a row. Sunrise offers the best mobile phone service in Switzerland, delivering the fastest call connections, the best call quality and the fewest interruptions. We continue to provide the largest 5G network in Switzerland, and our reliability in both mobile calls and data connections remains unmatched. With an impressive 973 out of 1,000 points in the connect mobile network test, Sunrise ranks among the top five best-performing mobile networks worldwide, reaffirming its position as a global leader in telecom innovation. Sustainability — engaging the organization on the journey Sustainability remains a core value for Sunrise, as demonstrated in our second annual Sustainability Report, which can be found integrated in this report. Reflecting the importance of the formulated objectives and initiatives, the sustainability performance has been tied to the variable remuneration of all employees, including the management team. Our achievements in 2024 include the SBTi validation of our science-based GHG-emissions reduction targets, the implementation of a supplier- engagement programme and the complete electrification of our company car fleet. Our efforts have garnered external recognition, with a notable improvement in our CDP rating from D to B and a platinum medal awarded by EcoVadis, placing Sunrise in the top 1% of globally rated companies. Additionally, we have achieved ISO 27001, ISO 22301 and ISO 14001 certifications, reflecting our dedication to sustainable, high-quality service for our customers. Looking to the future, we have set ourselves numerous goals, including increasing the share of women in leadership positions to over 25% by 2030 and reducing greenhouse-gas emissions — 51% for scope 1 and 2 and 30% for scope 3 — by 2032. Furthermore, we aim to maintain 99.9% network availability and expand the use of digital tools for customer interactions. «Our strong and committed employees remain a cornerstone of our success, as reflected in exceptional employee engagement and a culture of inclusion.» André Krause, CEO Recent surveys highlighted robust trust in leadership and a strong sense of belonging and appreciation for our FlexWork programme, which stood out as a key differentiator. These strengths place us among the top performers in our sector and reinforce our commitment to fostering an environment where everyone can thrive. Board of Directors In 2024, we strengthened our governance framework by assembling a board that represents a strong mix of Swiss nationals and Europe-based strategic leaders from the telecom and media sectors. The board's composition ensures it is well- positioned to guide and challenge Sunrise as the company navigates future complexities and delivers long-term value for its shareholders. For more insights into our governance practices, please refer to the Corporate Governance chapter of this report. Outlook Our strategic focus is anchored in three growth engines. Firstly, our main consumer brand will focus strongly on customer loyalty, while continuing to launch market innovations in core and adjacent segments. Secondly, our flanker brands capitalize on the growing price-sensitive market, delivering strong margins via their digital-first model. Lastly, our B2B segment will seek to expand market share, especially among SMEs, while unlocking growth through new services. To enable this focus, we are driving key strategic initiatives: • Expanding Customer Relationships — Leveraging our multi-brand strategy to attract new customers and satisfy existing ones through tailored solutions and exclusive offerings. 6 Sunrise Annual Report 2024 I Shareholder Letter

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• Delivering Innovative Services — Introducing offerings aligned with evolving consumer preferences, driving value through market innovation and reflecting the customer-first approach in our services. • Exploring Adjacent Growth Opportunities — Expanding into new services to stay ahead in this fast-evolving industry and play a key role in the customer’s digital life. • Driving Sustainable Financial Performance — Ensuring strong financial health through synergies, disciplined investments, and balanced growth across our various brands and growth engines. We are excited about the future and confident in our ability to deliver long-term value for all our stakeholders while continuing to lead in innovation, customer satisfaction and operational excellence. We want to thank our shareholders for their continued support and thank all Sunrise employees. Our people are our greatest asset, and our success would not be possible without them. Best regards, Mike Fries André Krause Chairman of the Board of Directors CEO 7 Sunrise Annual Report 2024 I Shareholder Letter

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8 Sunrise Annual Report 2024 I Shareholder Letter More connection with Sunrise Young, the offer for everyone under 27 Facts & Figures 9 Financial KPIs 10 Operational KPIs 10 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Report Financial Statements

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9 Sunrise Annual Report 2024 I Sunrise at a glance #SUNN First trading day on SIX Swiss Exchange on 15 November 2024 Switzerland’s leading challenger, with the clear ambition to drive the market with pace, agility and innovation and to advance digitalisation Committed to advancing digitalisation and driving societal progress 2,850 employees (FTEs) from around 80 nations HQ in Opfikon and business locations in Basel, Berne, Bussigny, Geneva, Lugano Around 100 Sunrise shops and around 16 yallo shops 3 business units, executing a multi- brand strategy High-quality mobile, landline, broadband and TV services to residential customers 360-degree communications and integrated ICT solutions for business customers Awarded-winning as Top 5 mobile network worldwide Hybrid network infrastructure strategy allows broadband services all across Switzerland Speed upgrade for HFC network from 1 to 2.5 Gbit/s in 2024 co m p an y p re se nc e b us in es s ne tw o rk

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Financial KPIs CHF million 2024 as reported 2023 Change of reported figures (%) Revenue 3,018.0 3,035.2 -0.6% Residential Customers Fixed 1,001.8 1,061.8 -5.6% o/w Subscription 987.8 1,043.1 -5.3% o/w Non Subscription & Hardware 14.0 18.7 -24.9% Business Customers & Wholesale Fixed 483.0 437.4 10.4% o/w Subscription 293.4 273.4 7.3% o/w Non Subscription & Hardware 189.6 164.0 15.6% Residential Customers Mobile 1,041.1 1,052.2 -1.1% o/w Subscription 833.5 852.8 -2.3% o/w Non Subscription & Hardware 207.6 199.4 4.1% Other Mobile & Fixed Services 130.2 133.1 -2.2% Business Customers & Wholesale Mobile 343.9 336.2 2.3% o/w Subscription 266.2 254.7 4.5% o/w Non Subscription & Hardware 77.7 81.5 -4.7% Other Mobile & Fixed Services 3.4 3.0 13.3% Infrastructure & Support Functions 14.6 11.5 27.3% Adjusted EBITDAaL 1,022.1 1,043.6 -2.1% % margin 33.9 % 34.4 % -1.5% P&E Additions excl. Hockey Rights 509.9 537.7 -5.2% Adjusted Free Cash Flow 362.5 352.5 2.8% Operational KPIs ARPU (CHF) 2024 2023 Change of reported figures (%) Fixed Customer Relationship 59.1 61.8 -4.4% Mobile Subscriber 29.9 31.2 -4.2% Subscription base (in thousands) Mobile RGUs 3,132.0 3,021.0 3.7% Mobile Postpaid RGU 2,806.0 2,647.0 6.0% Broadband Internet 1,321.0 1,291.0 2.4% Enhanced TV 996.0 994.0 0.1% 10 Sunrise Annual Report 2024 I Sunrise at a glance

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OPERATIONAL & FINANCIAL REVIEW 11 Sunrise Annual Report 2024 I Operational & Financial Review Introduction 12 Strategy 14 Products and Services 16 Network 22 Regulatory Environment 24 Risk Management 26 Financial Review 28 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Report Financial Statements Sunrise offers the best mobile telephony, best and most reliable data connections and the best mobile broadband coverage.

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Introduction – Switzerland’s Leading Challenger Sunrise is Switzerland's leading challenger, with the clear ambition to drive the telecommunications market with its pace, agility and innovation. Sunrise is in a strong number two position and has proven its potential to pioneer developments, and to enable digital progress. It boasts a dynamic and international environment. Roughly 2,850 employees (FTEs) from around 80 nations contribute to the success of Sunrise with their expertise, innovative thinking and exceptional commitment, reflecting the diversity of the Sunrise customers. The company is led by an experienced management team with a proven track record in the telecommunications industry, driving growth through strategic initiatives and operational efficiency. More information can be found in the following [Strategy] chapter. History Sunrise was initially formed in 2001 as Sunrise Communications Ltd., a Swiss corporation, through the merger of two companies, each founded in 1996: landline and mobile operator diAx and landline operator NewTelco Ltd. In February 2015, Sunrise became a Swiss public company listed on SIX. In November 2020, Liberty Global, through its Swiss subsidiary UPC, another Swiss telecommunications company, successfully completed the acquisition of Sunrise in the Sunrise– UPC transaction. Following this transaction, Sunrise UPC became an indirectly wholly owned subsidiary of Liberty Global. The new corporate entity Sunrise UPC LLC was renamed Sunrise LLC in 2022. Following the spin-off from Liberty Global in 2024 and the listing on SIX Swiss Exchange, Sunrise operates as an independent, publicly owned company managed by a dedicated and experienced Swiss executive team. Scope of Business and Infrastructure By providing the most comprehensive fixed-network access and a world-class mobile network delivering the highest gigabit coverage in Switzerland, Sunrise stands out as a premium and scaled company. It provides high-quality mobile, landline, broadband and TV services to residential customers and empowers business customers with 360° communications and integrated ICT solutions for connectivity, security and IoT from a single source, thereby advancing their digitalisation. With a multi-brand strategy, Sunrise addresses various market segments such as premium, smart shopper and budget. For more details, refer to the Product and Services chapter. The company has made significant investments in its 5G mobile infrastructure, achieving extensive coverage and top ratings in network performance tests. The hybrid infrastructure strategy of Sunrise leverages both its own high-quality network equipment and third-party networks to provide comprehensive broadband services. More information can be found in the Network chapter. Regulatory and Risk Management As a Swiss telecommunications-service provider, Sunrise works in a highly regulated environment. For more details on regulations, see the Regulatory environment chapter. To support its business in successfully delivering its objectives, targets and commitments to all stakeholders, Sunrise operates an Enterprise Risk Management system. Additional information is available in the Risk Management chapter. Financial Performance Financially, Sunrise ended the financial year 2024 with solid results and fully achieved all its financial guidance. 2024 was a dynamic year, with numerous positive developments that are clearly reflected in the financial results. Sunrise concluded the financial year 2024 as anticipated, fully meeting its financial guidance. For more details on the performance of Sunrise, refer to the Financial Review chapter. 12 Sunrise Annual Report 2024 I Operational & Financial Review

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Company Values The company values of Sunrise are at the core of its business and represent the foundation for the way things are done. On the one hand, the values help employees to identify themselves with the organization and guide behaviours. On the other hand, they support the success of the business, as they enable Sunrise to turn its purpose and strategy into reality. The Sunrise values are crucial in forming a unified company and the company’s very own culture, given the history of a merger and strategic acquisitions. The values provide common ground for co-creation, and they are the basis for any interaction with internal or external stakeholders. 13 Sunrise Annual Report 2024 I Operational & Financial Review Passionate We put our customers first. Customer needs are at the core of everything we do, we strive to inspire them and exceed their connected-living expectations. We deliver ambitious goals in line with our vision and strategy to brighten connected living. We follow through on set priorities, and aim to perform highly as individuals, as teams and as a company. We take ownership with a can-do attitude. We are empowered to create and make a difference, growing through autonomy and by taking on responsibility to deliver agreed goals. Bold We push the boundaries by being the challenger in the market and shaping new horizons for the future of connectivity with products and services that deliver value to customers. Internally, we speak up to address improvement opportunities and make decisions even if the outcome is uncertain. We act like entrepreneurs. We learn from failures and grow. We iterate to get it right and deliver on defined goals. We adapt quickly to changing situations. This helps us to be solution focused. We are to the point by acting in a pragmatic, efficient and clear way. One We collaborate to deliver on our ambitious goals as a unified team, by working cross-functionally, sharing knowledge and involving our customers. We build trust through respect, appreciation and reliability. We prioritise our mutual success and don't put our individual interests first. We embrace DE&I so that everyone belongs and is able to realise their full potential. We seek to understand different perspectives, mindsets and cultures. We connect to a wider community and understand the impact of our actions in the world.

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Strategy The Sunrise strategy is designed to drive sustainable growth, foster innovation, and constantly enhance customer satisfaction and loyalty. In a rapidly evolving market, the company is committed to staying ahead by leveraging its strengths, embracing new opportunities and continuously improving its operations. The strategic pillars are focused on key areas that will enable Sunrise to achieve its long-term goals and deliver exceptional value to its stakeholders. Those goals include sustainable growth in core and adjacent areas, high customer satisfaction, operational efficiency, execution of a strong multi-brand strategy, employee engagement and development, and sustainability. Growth strategy The company's growth strategy is centred around three main components: winning more customer relationships, expanding those relationships and exploring adjacent opportunities to drive additional services to customers. The company intends to grow its market share further in both the residential and business segments by appealing to Swiss customers with compelling offerings and multiple brands. Revenue growth is targeted by diversifying the consumer base with new non-telco revenues and transforming into a company offering ICT services in B2B. This includes new revenue initiatives in the B2B sector and enabling easy partner onboarding. Customer satisfaction and engagement Sunrise aims to provide exceptional customer experience across all segments through a variety of channels and strategic initiatives. With a strong customer focus and transparency in customer dialogue and marketing, the Sunrise strategy contributes to customer loyalty and satisfaction. One such customer experience is Sunrise Moments, which is a unique and comprehensive customer- loyalty programme that gives Sunrise subscribers exclusive access to pre-sales of sports, concert and other event tickets, as well as fast-lane event access and discounted event tickets, among other benefits. In 2024, ski day passes have been added to the portfolio and can be bought at a discounted price. Furthermore, Sunrise provides customers with exclusive access to the Sunrise starzone Lounge at Switzerland's top event venues (Hallenstadion Zurich, THE HALL Dübendorf, Arena de Genève, St. Jakobshalle Basel) and major festivals like Greenfield, Openair St. Gallen and Zurich Openair, offering prime stage views and exclusive perks. Operational efficiency By managing costs effectively despite inflation and new revenue streams, and enhancing investment efficiency in relation to revenues, operational efficiency is maintained. This involves strategic investments in automation and AI, focused capital allocation and promoting a cost-conscious culture. By integrating these elements, Sunrise aims to achieve sustainable growth, enhance customer satisfaction and consolidate its position in the market. Multi-brand strategy Operating with a multi-brand strategy, Sunrise covers all the market opportunities in the Swiss consumer segment. The main brand, Sunrise, is positioned in the quality- and service-sensitive segment called the premium segment. In the smart- shopper segment the flanker brand yallo drives attractive price points with a select amount of product and service offerings. yallo is a full telco provider and offers mobile (postpaid and prepaid), Internet and TV products on the 5G network. With further flanker brands such as swype and Lebara, Sunrise is well positioned in the budget segment. Furthermore, branded resellers and mobile virtual network operators (MVNOs) such as TalkTalk, Aldi Mobile or Galaxus Mobile provide mobile services without possessing their own mobile network. Employee engagement and development The success of Sunrise is deeply rooted in the expertise, experience and commitment of its employees. To attract and retain top talent, Sunrise adopts fair and equal recruitment practices, offers attractive remuneration, equal pay and benefits, and provides ample opportunities for career progression. Sunrise is dedicated to ensuring inclusive, equitable, and high-quality training and lifelong learning opportunities for all employees. Employee development is a key focus of its strategy, aiming to build a loyal workforce, manage skill shifts towards new revenue streams and foster a strong and inclusive culture. To support employee engagement and satisfaction further, Sunrise embraces a FlexWork model, which includes guidelines for flexible working and even working abroad. This approach accommodates a range of lifestyles, promotes diversity among employees and rewards performance. Sustainability As an integral part of its corporate strategy, Sunrise implements sustainable measures within its daily business activities. Its sustainability strategy, Sunrise IMPACTS, is based on the pillars of People, Planet and Progress, with the pillar of Governance as the foundation. With goals such as high employee commitment, significant reduction in emissions, circular economy and increased digitalisation, Sunrise is striving towards a more sustainable future. More on the sustainability strategy can be found in the Sustainability Report. 14 Sunrise Annual Report 2024 I Operational & Financial Review

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15 Sunrise Annual Report 2024 I Operational & Financial Review Star Power: Collaboration with Marco Odermatt and Roger Federer Sunrise signed the Swiss World Cup alpine ski-racer and Olympic gold medallist Marco Odermatt as a partner in 2023. 20-time grand-slam champion and former world no.1 Swiss tennis player Roger Federer is also a long-time Sunrise partner. Odermatt and Federer are important highlights of the Sunrise marketing campaigns and this unique duo of winners was most prominently featured together in two commercial campaigns in May and September 2024. Both campaigns display a humorous approach to digital overload and were shown in cinemas, on TV and online. Furthermore, several events were held in 2024 at which clients and employees had the chance to meet either Marco Odermatt or Roger Federer in person. Sunrise brand and sponsorship: Sponsorships and endorsements are a significant pillar in the Sunrise strategy to promote the recognition and positioning of the brand. By bringing the brand’s emotional promise "Dream Big. Do Big." to life, customers and prospects are invited to experience unforgettable moments and to dream boldly. The combination of large sponsorship campaigns and local engagements ensures that the Sunrise brand promise reaches and inspires customers across all touchpoints, fostering loyalty and strengthening its identity as a credible premium brand. Sunrise and Swiss Ski are driving the future of Swiss snow sports. In 2022, Sunrise became the main partner of Swiss Ski with the ambition to contribute to the future success of Swiss snow sports across all disciplines and performance levels and thereby to strengthen Switzerland's position as the leading winter-sports nation. A second element is digitalisation. Sunrise aims to elevate the overall experience for fans and the community to a new level through innovative services in areas such as a fan-engagement app, ticketing, streaming and gaming, thus strengthening its identity as a credible premium brand.

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Products and Services Residential Customers Consumer Main Brand The Sunrise Consumer Main Brand offers residential customers mobile, broadband, TV and fixed-line telephony services, which customers can bundle together in various combinations for a fixed monthly fee. Mobile services Mobile services include prepaid and postpaid voice, SMS and data services, and international calling and roaming. Sunrise offers multi-SIM subscriptions for families or individuals with multiple mobile devices and, among other things, mobile-device insurance. While mobile subscribers always have access to the Sunrise 5G network, they can select from a range of available mobile connectivity speeds at different price points. Broadband, TV, fixed-line telephony and other services Sunrise provides broadband, TV and fixed-line telephony services as service packages with varying service combinations at fixed monthly fees directly to residential customers and, under the UPC brand, to housing associations and other landlords who subscribe for services to be provided to the tenants of a residential complex as part of their utility bills if they so choose. Broadband services are available at several competitive speeds, and Sunrise rents or sells Internet service equipment, including modems and routers, to its customers. As part of its TV services, Sunrise provides its subscribers with a comprehensive television content offering focused on family and general entertainment. In particular, for a fixed monthly fee, Sunrise offers its TV subscribers (and subscribers to other TV service providers) access to MySports, which is a sports channel that has exclusive rights to Swiss National League ice-hockey games, including rights to broadcast live games and highlights on TV and online, as well as rights to broadcast North American National Hockey League games. In 2024, Sunrise launched the "The TV Shop" within the Sunrise TV interface, to combine top content from partners like Netflix, Disney+ and many more flexibly and conveniently on the TV screen at home. Through this compelling and unique experience, Sunrise provides seamless content through key commercial partnerships with "over-the-top" (OTT) providers. Sunrise also has a 20% stake in a joint venture with CH Media, a Swiss media house that provides Sunrise TV customers with oneplus, a streaming service offering a wide range of content, including Swiss originals, previews of shows on commercial TV channel 3+ and domestic and international feature films. Sunrise provides TV services through TV set- top boxes which it rents to its customers and through the Sunrise TV app for smart TVs, computers and mobile devices. Sunrise continues to offer fixed-line telephony products that can be bundled with other services. Sunrise plans to launch several value-added and adjacent services to support the premium positioning of the Sunrise brand and enhance the share of wallet of the Sunrise brand subscriber base. Such services will be bundled with devices, cybersecurity options and Device as a Service (DaaS) offerings for multiple device categories beyond smartphones. Devices Sunrise sells third-party mobile phones, tablets and other hardware and accessories. Customers have the option to purchase smartphones or tablets for cash or under financing plans which allow for monthly instalment payments. In August 2023, Sunrise launched its DaaS offering, which allows residential customers to buy, and business customers to rent, their mobile devices for a monthly rental fee, to upgrade their devices to a newer model at any time during the ownership or rental period as the case may be, and to insure their devices against theft and damage. With the Flex Premium Bundle, launched in 2024, Sunrise combined individual DaaS elements into an all-in-one package. The package makes a smartphone combined with advantageous subscription conditions even more affordable. It offers a substantial price advantage and allows customers either to exchange existing devices for a new one at any time or to have their device repaired whenever they want to give it a longer lifespan and boost sustainability by embracing circularity. Furthermore, it rewards customer loyalty by removing any difference in eligibility between new 16 Sunrise Annual Report 2024 I Operational & Financial Review

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and existing customers, allowing even customers enrolled into a binding contract to purchase the Flex Premium Bundle without paying penalties on the previous contract offering. More information on the sustainability aspects of this innovative insurance option can be found in the chapter Buyback, Smart and Flex Upgrade in the Sustainability Report. Speed upgrade / 2.5 Gig upgrade Sunrise has been advancing the expansion of Internet speed in the hybrid fibre-coaxial (HFC) network and is the only provider to offer high-speed Internet (at 1 Gbit/s and above) to almost all Swiss households (incl. 5G fixed wireless access). Around 60% of Swiss dwellings (based on a total of 5.5 million households and businesses in Switzerland) have access to Sunrise high-speed Internet with speeds of up to 2.5 Gbit/s. The performance boost significantly improves the Internet experience for home-office workers, streamers and gamers, and offers faster downloads for more devices simultaneously. With the upgrade, both towns and rural areas benefit from fast and reliable Internet. All Sunrise customers connected via the HFC network and who were limited to 1 Gbit/s prior to the upgrade received the speed upgrade at no additional cost for their Internet subscriptions. Sunrise Young Portfolio Sunrise offers a portfolio created for the youth segment. Young offers unlimited surfing on the largest and most reliable 5G network in Switzerland without a minimum contract period. Subscriptions cater more specifically for the core needs of the young target group and offer them fast Internet. Customers have access to Sunrise Moments, receive a 50% discount on their SBB Half Fare Travelcard subscription and get the «surf protect» option at no extra cost. Identity Protect and Device Protect A palette of cybersecurity options is offered to ensure comprehensive protection. In collaboration with F-Secure, Sunrise has launched Identity Protect and Device Protect. Identity Protect safeguards personal, sensitive data such as passwords, credit- card numbers or user details online. Device Protect offers a secure environment for surfing, banking and shopping online with an antivirus programme and parental controls. Sunrise Pay Sunrise Pay is a convenient, simple and secure payment method offered by Sunrise to make purchases in thousands of apps, for games, films, music files, services and online subscriptions by paying via the phone bill or by deducting payment from the prepaid balance at no extra cost. It can be selected as a payment method either through the personal device settings, in the case of app stores, or on partner pages. Purchases made using Sunrise Pay can only be authenticated via mobile phone or tablet over the Sunrise mobile network, creating a secure digital experience. Customer service and support to residential customers The dedicated Sunrise customer-service group manages the customer life cycle, including sales, retention, billing inquiries and technical support. In the residential-customers segment, Sunrise provides sales, administration and dealer support for all of its services through dedicated call centres in nine countries, which offer support in German, French, Italian and English and are powered by an integrated system providing knowledge management and process guidance to customer-service representatives. Approximately 85% of customer- service activities are outsourced to third-party providers, whose call centres are located in various countries in Europe and North Africa. All Sunrise customer-service representatives receive training in Sunrise processes and standards and have access to periodic coaching and cross-product training. Sunrise relies on surveys to gather feedback on each customer interaction. To improve customer experience further, it invests in enhancing its digital service capabilities, such as customer service via chat, automated chat service and interactive voice responses. Independent tests prove that Sunrise offers the highest quality of advice. In the 2024 Mobile Hotline Test, conducted by the renowned trade magazine connect, Sunrise earned the highest ratings across all categories, with three "Outstanding" and two "Very Good" distinctions, placing it among the top three hotlines in the D-A-CH region out of 20 providers tested. Read more about customer experience and support in chapter User protection and satisfaction in the Sustainability Report. 17 Sunrise Annual Report 2024 I Operational & Financial Review

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Consumer Flanker Brands yallo yallo is a lean digital-first brand, operating online and in several other channels such as Telesales or own retail stores. The typical yallo customer is a "smart shopper" seeking a well-priced, digital- innovative supplier. yallo focuses on delivering high- performance, no-frills products with an emphasis on an excellent digital user experience. The brand offers a comprehensive range of telecom services, including Internet, TV and mobile, underpinned by simple customer journeys. Additionally, it is the only smart-shopper brand in Switzerland to be leveraging three outstanding networks: 5G, HFC, and fibre. The yallo full telco proposition provides room for continued growth and the opportunity to promote customer loyalty based on its converged offerings. Sunrise plans to drive a further increase in the market share of its flagship flanker brand yallo, with continuing focus on compelling price-value offerings. Lebara Lebara offers mobile services to price-conscious customers and specialises in targeting the ethnic market. It also is accessible through a wide network of indirect sales partners throughout Switzerland. After focusing historically on prepaid, the majority of customer additions here are now mobile postpaid. Various options for calling abroad or for travelling are also available. The brand offers the best all-in mobile solution for staying nationally and globally connected. swype swype is an innovation brand that is particularly popular with the young, cost-conscious and digitally savvy generation. It is based on an app with a disruptive user experience, e.g., a straightforward, fully digital onboarding process via eSIM. swype offers the same price consistently every day for everyone. Tariffs can be customised with extra options for international calls and roaming. The eSIM makes the fully digital onboarding process especially straightforward. Thanks to maximum transparency and cost control, swype provides complete peace of mind. It is "mobile, just better". Mobile virtual network operators (MVNO) With a total of seven MVNO partners and one branded reseller, Sunrise stands as the leading MVNO provider in Switzerland. These partners often target specific or additional market segments that the main or flanker brands do not fully reach. MVNO and branded reseller partnerships with companies like TalkTalk, Digital Republic, Digitec Galaxus, Quickline, FL1, netplus, EW-Buchs and Aldi Suisse enable Sunrise to cover all market opportunities in the Swiss consumer segment. This "co-opetition" approach is what allows Sunrise to expand its reach and effectively cater to these additional market segments. Sales channels Sunrise relies on its website, mobile applications, call centres, sales representatives, over 100 retail locations and third-party distributors and partners to generate sales and sales leads. For the flanker brands, digital sales channels are responsible for the majority of its sales volume. Sunrise has partnerships with several nationwide retail chains, including Mobilezone (the largest independent telecommunications retailer in Switzerland), and with regional partners and dealers who sell Sunrise products and services. For advertising, a variety of channels are used; nationwide marketing campaigns with a strong focus on outdoor advertising in Switzerland’s largest cities are included as well as regional marketing activities and campaigns. Marketing to existing customers is designed to increase customer satisfaction and loyalty and leverage up-selling and cross-selling potential. Digital marketing campaigns are supported by analytics tools to enhance the marketing experience and allow for micro-segmentation and targeted campaigns. 18 Sunrise Annual Report 2024 I Operational & Financial Review

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Business Customers and Wholesale Based on its best-in-class, future-fit networks, Sunrise empowers business customers with 360° communications and integrated ICT solutions from a single source, thereby advancing their digitalisation. Additionally, Sunrise provides wholesale services to mobile virtual network operators (MVNOs) and branded resellers, which offer data services, roaming and voice services through the Sunrise mobile network. See more in the chapter Mobile virtual network operators (MVNO). The Sunrise business-customer and wholesale segment, comprising telecommunications and portfolio services, represented approximately 28% of Sunrise revenues in the financial year 2024 which ended 31 December. Portfolio The evolving Sunrise business service portfolio combines comprehensive telecommunications services, as well as security, professional services and information and communication technology (ICT), consulting and engineering solutions, underpinned by an ecosystem of strategic partners, including AWS, Cisco, Microsoft and Google. Its range of services meets the specific needs of its customers with a portfolio of standardised products for small- sized businesses as well as customised, scalable and secure offers for medium and large enterprises. Mobile In mobile, businesses may choose to take advantage of a number of subscription options, including plans for calls within the organization only, data packages shared across all employees, unlimited voice and data in European or worldwide destinations, as well as Device as a Service (DaaS) for mobile devices such as smartphones, tablets and smartwatches. For business customers who experience poor mobile reception on their premises, Sunrise provides easy to install, standardised indoor coverage solutions or can develop on-premises networks to distribute mobile capacity in the building and improve connectivity. Broadband and multi-site connectivity In broadband, business customers can, among other things, choose their desired level of bandwidth, receive dedicated Internet access and receive minimum-service guarantees from Sunrise related to broadband speed and network availability and access to network-redundancy options. Business customers may also take advantage of a wide range of standardised and fully customised options to enable them to create virtual private networks to exchange information privately and securely within Switzerland and internationally. Mobile Private Networks Mobile Private Networks (MPN) are private 5G network environments that allow companies and organizations to use private 5G resources exclusively for their applications and therefore ensure network quality and availability regardless of the public network's load. In 2023, Sunrise launched the MPN Campus solution as the first telecommunications company in Switzerland to do so. In 2024, the launch of a slicing solution followed. Mobile IoT As the volume of interconnected hardware continues to rise, efficient Internet of Things (IoT) management is becoming increasingly important. Sunrise services are designed to facilitate communication between machinery and hardware – without direct human intervention. Sunrise helps enterprises use their machines and construction vehicles more efficiently. A variety of features are integrated into the IoT management platform, allowing companies to view all hardware-related connection information in real time. This facilitates the optimization of business processes and increases efficiency. Modern Workplace Sunrise offers a wide range of scalable solutions for efficient communication and collaboration. It supports company-internal flexibility and productivity and simplifies employees’ day-to-day lives. Unified communication offers all the features of traditional voice solutions plus messaging and presence technology, online meetings, telephony and video conferencing. With Modern Workplace, customers benefit from services ranging from attractive mobile subscriptions right through to comprehensive managed-workplace solutions, that offer fully managed digital workplaces. Sunrise Annual Report 2024 I Operational & Financial Review 19

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Cybersecurity services Sunrise offers its business customers a comprehensive portfolio of security solutions to protect themselves against increasing cyber risks. For smaller companies, this is the Business Ready option, which allows them to secure their existing mobile devices with Lookout Business or CISCO Umbrella security products. Sunrise Business provides SD-WAN, SASE/SSE solutions and is a Cisco Gold Partner for networks, security, collaboration and data centres. Meanwhile, larger customers can benefit from Managed Detection and Response (MDR), which Sunrise offers together with its partner Accenture and enables the ongoing monitoring of IT infrastructures and networks using automated and AI-based analysis tools. The security portfolio also includes solutions such as SCION, SASE, DNS Security and DDoS Protection. Cloud services Business Direct Cloud Access connects business customers securely and efficiently with cloud service providers and enables them to use business-critical and latency-sensitive applications reliably from the cloud. Additionally, Sunrise launched its new cloud portfolio, which offers SMEs standardised, managed cloud solutions. These currently include Cloud Foundations, which allows customers to get started in the cloud with ease. Further offerings are in the pipeline. Sales and Support channels Within business-customer services, small businesses purchase Sunrise services through Sunrise retail locations, websites or call centres, similarly to residential customers. Sunrise additionally targets enterprises with a dedicated business sales force, including salespeople with expertise in specialised IT and cybersecurity solutions. Sunrise also partners with regional and specialised third-party IT and cybersecurity service providers who promote Sunrise services to their business clients. All business customers can take advantage of a dedicated 24/7 business-customer support call centre and a digital portal which allows them to self- manage their accounts and subscriptions. Business customers can also sign up for enhanced, tailored support services, including a dedicated service manager working on the customer’s premises. Enterprise relationships are managed by account consultants who support business customers, and, for particularly large clients, account managers dedicated to the particular client relationship. Sunrise also maintains a team dedicated exclusively to wholesale services whose duties relate to sales and pre- and post-sales activities, as well as other tasks such as technical issues, troubleshooting and fraud prevention. 20 Sunrise Annual Report 2024 I Operational & Financial Review

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References ANYbotics AG Sunrise Business supports ANYbotics AG with IoT SIM solutions, enabling its inspection robots to collect and transmit asset-condition data such as photos and videos to servers worldwide. With integrated roaming management, the solution ensures cost-efficient and reliable data usage, allowing customers to adjust their plans or manage usage limits flexibly. This tailored service guarantees seamless global operation for ANYbotics AG’s cutting-edge robotics systems. Ente Ospedaliero Cantonale The Ente Ospedaliero Cantonale (EOC) decided to implement an MPN 5G solution with the integration of the fixed telephony and alarm infrastructure of the multi-site cantonal hospital, including the sip-trunk connection of all hospitals and the activation of service smartphones for healthcare personnel. EUROVISION SERVICES SA Sunrise is proud to count EUROVISION SERVICES among its esteemed business clients, supporting them with an optical link between two key locations. Limeco The regional wastewater-treatment and incineration plant Limeco situated in Limmattal between Zurich and Baden is driving automation. The long-term goal is to reduce night-shift staffing and to operate all processes at night and weekends with reduced or no staff. The MPN Campus solution that Limeco chose to implement with Sunrise Business acts as a reliable and secure communication foundation towards achieving this goal step by step. Migros Sunrise Business is equipping a total of over 2,000 Migros company locations, which are connected to more than 2,500 of the retailer’s branches, with a fully managed SD-WAN solution (software-defined wide area network). In order to deliver the best possible connectivity for Migros, the company locations benefit from the extensive Sunrise fibre- optic and broadband network. REHAB Basel – Klinik für Neurorehabilitation und Paraplegiologie Sunrise equips REHAB's staff with over 400 mobile phones for optimal internal communication. To ensure excellent mobile-network functionality inside the building, Sunrise is also building an indoor coverage solution. Furthermore, all of REHAB's landline telephony will be provided by Sunrise Business Voice Direct. Ringier AG In 2024, Ringier AG decided to switch all business mobile subscriptions to Sunrise, and as a result, Ringier employees also benefit from the Sunrise Benefit Program with exclusive offers for their private mobile, landline, TV and Internet subscriptions. Swiss Post Sunrise Business renewed its existing long-term contract with Swiss Post. It therefore continues to provide to all Swiss Post Group companies and subsidiaries the fixed-network and mobile solutions that the company needs to offer its own services. 21 Sunrise Annual Report 2024 I Operational & Financial Review

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Network In 2024, Sunrise continued its long-term strategy of providing a reliable network with world-leading speed and wide coverage and, in doing so, globally- acclaimed, exceptional quality. After achieving great success in the internationally recognised quality- benchmark test conducted by connect, Sunrise is now the only telecommunications provider to achieve the top overall rating of "Outstanding" for its mobile network for the ninth time in a row. In fixed- line broadband services, Sunrise earned the "Outstanding" rating for the third consecutive year. This is further confirmation of the success of the company’s strong focus on quality. Broadband infrastructure Sunrise operates an HFC network comprising more than 25,000 km of fibre-optic and approximately 40,000 km of coaxial cable. It is the largest network offering 2.5 Gbit/s or higher speeds in Switzerland and is the largest HFC network in Switzerland by size. Sunrise therefore relies on a hybrid network- infrastructure strategy, leveraging its fully-owned access and last-mile HFC-network capabilities whenever possible and relying on supplemental network-access agreements with power companies, local communities and Swisscom where necessary, enabling it to provide broadband services to over 60% of dwellings (based on a total of 5.5m households and businesses in Switzerland). Thanks to this unique set-up, Sunrise is the only Swiss telecommunications company capable of supporting broadband services across all available fixed infrastructure technologies (DSL, HFC, fibre and FWA) to ensure that broadband services at the fastest download speed are available at each geographical location. As of 31 December 2024, about 54% of the Sunrise broadband residential subscribers (across both Sunrise and yallo) are connected through HFC technology; 21% through fibre, which offers a maximum download speed of 10 Gbit/s; 21% are connected through DSL technology, which offers a maximum download speed of 300 megabits per second (Mbit/s); and around 4% through FWA technology1, which offers a maximum download speed of 1 Gbit/s. Mobile infrastructure The Sunrise mobile network is operated using 4,630 antenna sites as of 31 December 2024, which are connected to Sunrise infrastructure. Sunrise currently relies on both 4G and 5G mobile equipment to support its 5G connectivity. More than 86% of Sunrise outdoor antenna sites currently include 5G equipment, with a plan to add 5G equipment to all outdoor antenna sites by the end of 2026. Sunrise is also in the process of rolling out 5G SA infrastructure, which will implement end-to-end 5G equipment unreliant on 4G infrastructure. 5G SA is the next step in the evolution of mobile networking, enabling faster download speeds, supporting ultra- high concentrations of Internet-connected devices in a single location and improved functionality for enterprises (such as the deployment of virtual private cellular networks) and potentially offering a reliable and flexible alternative to broadband-based Wi-Fi connectivity. Of the 4,630 antenna sites in operation approximately 56% are accessed on the basis of a long-term master services agreement with Swiss Towers, which is controlled by Cellnex. The remaining antenna sites that are not covered by the master services agreement with Swiss Towers are leased under separate operating-lease agreements with other third parties. Sunrise accesses certain additional antenna sites under an antenna-sharing agreement with Salt, which gives Sunrise access to certain of Salt’s antennas in exchange for providing Salt with access to the same number of Sunrise antennas. The Sunrise mobile services are enabled by a substantial spectrum holding of 295 MHz in aggregate, composed of 70 MHz held in the low band (700 – 900 MHz frequency), 125 MHz in the mid-band (1400 – 2600 MHz frequency) and 100 MHz in the high band (3,500 MHz frequency). Approximately 46% of this spectrum holding runs until 2034, while the remainder expires in 2028. 4G and 5G coverage The Sunrise outdoor 4G and 5G connectivity covers almost all of Switzerland (geographically and by population). Sunrise supplies 4G to more than 99% of Swiss residents with 4G mobile high-speed Internet, covering 97% of the country’s territory. Sunrise plans to migrate all voice traffic from 3G to 4G and switch off 3G connectivity by 2025 to make the spectrum currently used by 3G available to support improved indoor 4G and 5G coverage. As of 31 December 2024, more than 86% of mobile voice traffic was carried over 4G. Sunrise also aims eventually to migrate all 4G data traffic to 5G to enable higher data speeds, lower latency and new use cases for mobile connectivity. As of 31 December 2024, more than 33% of data traffic was already carried over 5G. 22 Sunrise Annual Report 2024 I Operational & Financial Review 1 FWA definition has changed since the Sunrise Capital Markets Day on 9 September 2024 and now includes Mobile Broadband Offers previously categorised as Mobile Postpaid. This change increases the FWA share by 2.7pp as of the end of 2024.

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Sunrise 5G network outdoor coverage Investment in the network Sunrise has continued to invest in the quality, availability and security of its network and has remained committed to its strategy of expanding 5G technology and driving network quality to a new record in industrial standards. By the end of 2024, Sunrise reached a level of 78% in 5G area coverage, while at the same time expanding its 5G population coverage to a level above 98%. Key drivers for this strategy continued to be the sustained rapid growth in data traffic and the demand for mobile and landline broadband services. Furthermore, Sunrise is implementing IoT capabilities continuously. More on IoT to be found in the chapter Digitalisation and innovation. The success of this clear quality-driven strategy is paying off, not only in the continued growth of the residential customer base but also very visibly in the successful acquisition of well-known top brands such as Migros, Swiss Post and many more. Outstanding network Sunrise has once again demonstrated its excellence in network performance, achieving top accolades in the renowned connect tests. In fixed-line broadband services, Sunrise was recognised for delivering the fastest download speeds and most reliable Internet connections in Switzerland, earning the coveted "Outstanding" rating for the third consecutive year, with a score of 973 out of 1,000 points. Sunrise also remained unbeaten for the stability of its Internet connections, sharing victory in this category with the test winner. The excellent Internet service that Sunrise provides means it has retained its place among the premier providers in Switzerland. The Sunrise mobile network continued its streak of excellence, with Sunrise being the only provider to receive the highest rating of "Outstanding" in the connect mobile network test for the ninth time in a row. Sunrise offers the best mobile telephony in Switzerland, delivering the fastest call connections, the best call quality and the fewest interruptions. It Outstanding Connect Test continues to provide the largest 5G network in Switzerland, with reliability in both mobile calls and data connections remaining unmatched. With an impressive 973 out of 1,000 points in the connect mobile network test, Sunrise achieved its best score ever, narrowed the gap to Swisscom and widened the gap to Salt. Sunrise ranks among the top five best-performing mobile networks worldwide, reaffirming its position as a global leader in telecom innovation. Protection against non-ionising radiation Sunrise is well aware that in public discourse electromagnetic radiation from mobile-phone antennas has been repeatedly associated with possible health impairments. Switzerland applies a precautionary principle through the Ordinance on Protection against Non- Ionising Radiation (ONIR). It introduced exposure limits for base stations that are ten times stricter than the EU guidelines. Sunrise adheres strictly to the Swiss limits in its aim of expanding its 5G network to all regions, in order to protect people's health and the environment. Read more in the chapter Non- ionising radiation (NIR) in the Sustainability Report. Given that the demand for extended 5G networks is rising (for example in cantons and municipalities looking to benefit from technological advances), Sunrise maintains close, constructive dialogue with the relevant authorities. 5G applications In collaboration with its strategic partner Huawei, Sunrise operates a unique 5G Joint Innovation Hub, which enables collaboration in research and the development of 5G applications for both the private and business sectors. The Joint Innovation Hub is helping to build a Swiss 5G ecosystem, with Sunrise and Huawei using the Sunrise head office in Opfikon to introduce live 5G application scenarios that have already been launched or are about to be commercialised. Read more in the chapter 5G Joint Innovation Hub in the Sustainability Report. 23 Sunrise Annual Report 2024 I Operational & Financial Review

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Regulatory environment The Swiss telecommunications industry benefits from a regulatory environment which, together with complex topography, high network construction costs and a concentrated market structure, imposes high entry barriers for new entrants. Swiss regulations, for example, impose requirements for minimum network coverage in spectrum allocations and provide long-term spectrum availability to existing industry players. However, the Swiss telecommunications industry is not as extensively regulated as the European Union, with only limited roaming regulation and no retail roaming price caps, for instance. Telecommunications-services provider activities in Switzerland are subject to statutory regulation and supervision by various Swiss authorities, in particular ComCom and OFCOM, a specialised agency with expertise in telecommunications. ComCom is the independent licencing and market regulatory authority and awards the universal service licence (which is, and to date has always been, held by the incumbent Swisscom) and licences for the provision of mobile telephone and other radio services. OFCOM supports ComCom, the Swiss Parliament and the Swiss Federal Council in their affairs and regulatory decisions. ComCom delegated to OFCOM the authority to issue guidelines and enforce ComCom’s decisions and has delegated some of its other responsibilities, such as certain allocations of broadcast frequencies, to OFCOM. The primary regulations applicable to the Swiss telecommunications industry are set out in the Telecommunications Act and associated regulations. A number of other laws and regulations, which are enforced by other authorities including the Competition Commission, the general competition authority in Switzerland, are also applicable. Network access The Regulated Access Regime in Switzerland is limited to the incumbent Swisscom’s legacy copper infrastructure and does not cover access to HFC, fibre and mobile infrastructure (the "Unregulated Infrastructure"). The Regulated Access Regime follows an ex-post regulation approach, making it necessary for operators first to negotiate the conditions of access with each other and only request an intervention by the regulator if such negotiations fail. Market participants must contract privately for access to Unregulated Infrastructure, and the provision of such access, as well as access prices, are at the discretion of the network owner. However, the Competition Commission may nonetheless examine access to Unregulated Infrastructure under Swiss competition law. Telecommunications installations In Switzerland, a permit by the cantonal and municipal authorities is generally required to construct telecommunications installations primarily comprising active and passive antenna infrastructure. Additionally, regulations regarding nature and landscape protection, protection from radio emissions, protection from certain levels of non- ionising radiation, and the provisions of the Swiss Ordinance on Telecommunication Installations regulating technical compliance apply. The federal authorities have also issued guidelines regarding the construction of antennas, which set forth principles for the responsible authorities when deciding whether or not to issue an antenna-construction permit. In general, extensive permit procedures must be followed to construct an antenna, which oblige the permit applicant to meet the requirements set out in the building-permit procedure and comply with other regulatory requirements, such as those related to environmental protection and the emission and installation limits specified in the rules governing non-ionising radiation. Response to power shortages and outages In response to a power shortage caused, among other factors, by the phase-out of nuclear energy and the war in Ukraine, in November 2023, the Swiss Federal Council submitted a revision of the Telecommunications Services Ordinance for consultation, which, if implemented, will require MNOs to supplement their networks with batteries at their own expense by 2030 (for emergency call services) and by 2033 (for other services) in order to enable operation during potential cyclical power cuts and longer regional outages. The consultation with industry stakeholders, who generally oppose the proposal, ended in March 2024. Sunrise is monitoring the development of this proposed revision. In addition, the Swiss Federal Council proposed energy-saving measures for large industrial energy consumers to stabilise the electricity grid in the event of an imminent electricity shortage. Sunrise, as a provider of mobile-telephony services which are considered critical infrastructure, is subject to a specific industry solution, rather than the general rationing regime. Licences to use radio frequencies In order to provide mobile telecommunications services in Switzerland, an operator must obtain, among other things, a licence from ComCom for the use of the radio spectrum, subject only to very limited exceptions for certain spectrum frequencies. Neither the number of licences nor the available spectrum bandwidth is predetermined by ComCom in advance of an auction or other proceedings to 24 Sunrise Annual Report 2024 I Operational & Financial Review

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allocate spectrum. Spectrum-sharing among providers requires the approval of ComCom. No MNO has requested such an approval to date. Sunrise currently holds 295 MHz of spectrum to support its mobile operations. ComCom has instructed OFCOM to initiate preparations for the allocation of any new, and reallocation of existing, frequencies in 2029 via a process that will likely commence in 2026, with an auction potentially held in 2027. The cost to renew the Sunrise spectrum is unknown at this time, but spectrum-allocation costs could be significant regardless of the allocation method used. Generally, allocation of spectrum by auction requires greater expense than an allocation performed in line with a renewal procedure. In March 2024, ComCom completed the first public consultation on the next allocation procedure for (i) the frequency-usage rights of the existing 800, 900, 1800, 2100 and 2600 MHz frequency bands, which are currently allocated to Swisscom, Sunrise and Salt and expire on 31 December 2028, and (ii) currently unallocated frequencies in the 6 GHz, 26 GHz and 40 GHz frequency bands. The results of the consultation indicate industry interest in additional frequencies, particularly in the 6 GHz band, with limited or inconsistent interest in frequencies in the 26 GHz and 40 GHz bands. Industry stakeholders support a renewal procedure. ComCom has communicated that frequency bands will be allocated by means of an auction if the demand for new and existing frequencies exceeds the available frequencies. This is most likely to occur if there is a new entrant attempting to obtain a spectrum allocation, which Sunrise believes is unlikely due to high industry barriers to entry arising from the regulatory environment, complex topography, high network construction costs and a concentrated market structure. Site-sharing regulation The Telecommunications Act regulates site sharing among telecommunications service providers. OFCOM may, upon application, require telecommunications services providers, if they have sufficient capacity, to share access to their telecommunications and other installations with other such providers for appropriate compensation, in order to address technical issues, planning needs or protection of the countryside, national heritage, the environment, nature or animals. For similar reasons, OFCOM may also require providers of telecommunications services to co-install and jointly use telecommunications and other installations. Security regulation The Telecommunications Services Ordinance establishes certain requirements for the security of the networks and services of mobile-telephony licence holders, such as Sunrise. If such service providers offer their customers CPE, such as modems, set-top boxes and routers, and have technical control over such CPE, the CPE must be replaced if it poses a security risk that cannot otherwise be remedied. In addition, in December 2023, the Swiss Federal Department of the Environment, Transport, Energy and Communications was tasked with presenting draft amendments to the Telecommunications Act that would implement measures to reduce geopolitical risks associated with the development of 5G infrastructure and otherwise strengthen the security of telecommunications and digital infrastructure, including by prohibiting high-risk vendors from providing equipment or network services to Swiss telecommunications providers. Such amendments, if implemented, could entitle the regulator to require Sunrise to cease contracting with Huawei or using Huawei equipment in its network, if the regulator determines that Huawei is a high-risk vendor. Sunrise is monitoring this legislative process. Television and radio The transmission of TV and radio programmes is considered a telecommunications service and, as such, it is subject to the regulations set out in the Telecommunications Act and the Swiss Federal Radio and Television Act (Bundesgesetz über Radio und Fernsehen of 2006, as amended; the "Radio and Television Act"). The Radio and Television Act requires broadcasters of programme services to obtain a licence, subject to certain, limited exceptions. Sunrise is a registered broadcaster of the MySports pay-TV platform. As a provider of TV and radio services, Sunrise is subject to rules governing advertising content and regulations regarding certain content which must be carried. Sunrise is also subject to recently implemented regulations which require service providers that show films in Switzerland as part of their programme services or offer films via video on demand or subscription services to, among other things, have certain registration, quota and film funding obligations, and to invest 4% of their gross revenues annually in independent Swiss film production or pay a corresponding tax. Data privacy The Federal Data Protection Act is generally aligned with the standards of the GDPR enacted by the European Union and the European Economic Area in 2016. The Federal Data Protection Act is a uniform framework laying down principles for legitimate data processing and entails strict requirements for data protection, in particular data-processing principles, data-security requirements, rules for international data transfers, data mapping, processor (service provider) obligations and data-subject rights. 25 Sunrise Annual Report 2024 I Operational & Financial Review

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Risk Management Sunrise operates an Enterprise Risk Management process that is designed to support the business in successfully delivering its objectives, targets and commitments to all stakeholder groups through enhanced understanding and effective management of risk. The primary objective is to reduce the impact of significant risks and/or the likelihood of their occurrence both for Sunrise and the wider stakeholder groups with whom Sunrise interacts directly or indirectly through its partners. The risk-management framework provides executive leadership and the Board of Directors with visibility into the key risks to support effective decision making and resource allocation. The risk-management process The risk-management process facilitates the identification, assessment, mitigation, monitoring and reporting of risks from internal and external sources as well as emerging narratives with the potential to impact the business. The risk- management process is ongoing throughout the year and encompasses all business units. Business units are responsible for the identification, assessment and mitigation of risks. The Risk Management team, a second-line function, supports management with their responsibilities, driving consistency of risk assessment and reporting, and challenging risk owners with regard to the adequacy of risk mitigations. Each risk is documented in a risk register capturing relevant details including the owner, assessment rationale, existing mitigations and relevant planned mitigations. Executive Committee members review all relevant risks in their remit as well as the top risks for the business, including the implementation status of any key mitigation plans. At least annually, a consolidated risk report is prepared for the Audit Committee and Board of Directors which details the top risks for Sunrise. Each top risk is assigned to an Executive Committee owner. Principal risk areas The key risks that Sunrise is exposed to and focuses on are discussed as follows. Market dynamics and customer experience Sunrise operates in competitive environments experiencing high promotional intensity and price competition driven by established network operators as well as a growing number of service providers that do not own network infrastructure. Technological innovation, the proliferation of IP- based services and changes to consumer behaviour continue to challenge traditional revenue lines as well as presenting opportunities. Sunrise actively monitors market changes, exploring ways to shape and respond to these through tailored offerings and always putting customer needs first. Sunrise strives to provide top-quality customer service, offering new products and tailored bundles coupled with stable user experiences, personable interactions and loyalty experiences that cannot be found elsewhere. Security and information protection The sophistication and volume of cyber attacks has been increasing globally. Sunrise systems, or those of its business partners, may be targeted by cyber criminals seeking to exploit vulnerabilities in systems or human interfaces resulting in a range of potential impacts including service disruption, fraud perpetration and misuse of information. The company operates a robust information-security framework that meets all applicable regulatory obligations and is designed to identify threats early, allowing appropriate preventative measures to be taken and swift mitigation of incidents. This is also required of all relevant business partners. During 2024 Sunrise again achieved ISO 27001 certification. The security framework is further strengthened by the Sunrise Cyber Defence Center (CDC). The Cyber Defence team consists of the Security Operations Center (SOC) team, which is responsible for monitoring security events and responding to incidents, and the Security Engineering team, which is responsible for managing and mitigating threats and vulnerabilities. As the opportunities presented by new technologies and transformation programmes are assessed, Sunrise seeks to ensure the security, operational and moral consequences are fully understood and appropriate control mechanisms are implemented by design. 26 Sunrise Annual Report 2024 I Operational & Financial Review

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Service performance and resilience IT and network infrastructure forms the backbone to service provision for our customers. This infrastructure, whether owned or accessed via a third party, may be vulnerable to disruption or damage from a multitude of events including acute or chronic environmental causes, malicious acts, power outages, security breaches, operational issues, vendor failures or errors. The impacts from disruption can be wide ranging, encompassing harm to the brand and reputation, additional expenditures and even regulatory action. In addition, inability to renew expiring spectrum allocation or technical site leases on favourable terms, or at all, could result in additional costs or service-performance impacts. Critical systems and infrastructure are subject to ongoing assessment to ensure redundancy, resilience and load balancing are appropriately addressed. This mindset also extends to vendor selection and set-up. In addition to the ISO 27001 certification, during 2024, Sunrise also achieved ISO 22301 certification of the Business Continuity Management System and operates a mature crisis- management system. Laws and regulations The telecoms industry is subject to ever-increasing demands which are currently shaping a more restrictive regulatory framework impacting network evolution, service provision, increased network investment costs, increasing costs of compliance and revenue generation. At a local level, consumer concern over non-ionising radiation continues to weigh on decisions over the construction and operation of antennas. Sunrise continues to lobby decision makers and engage with other operators to educate about the implications of proposed regulation which may conflict with the consumer demands for increased network coverage and speed and high data consumption. A mature compliance-management system is in place to manage existing compliance requirements. Geopolitical context The ever-evolving context within which Sunrise operates poses risks that may be amplified by political unrest and geopolitical conflicts. In turn, these may be further intensified by ensuing nation- state sanctions and/or regulatory actions, investor- and customer-driven reactions or opportunism by malicious actors. Principal among these are disruption to global supply chains, heightened volatility of financial markets, increasing longer-term inflation and attacks against critical infrastructure (physical or cyber). Sunrise monitors developments in these areas closely to assess whether further action is required to minimize exposure in the future, for example, by dual sourcing, hedging and security strategies. Financial Sunrise is exposed to a range of financial risks including market, credit and liquidity. See Note 24 of the Financial Statements for more information. Sustainability Sunrise is exposed to a variety or environmental, social and governance risks. Read more in chapter ESG Risk Management of the Sustainability Report and in the TCFD Report. 27 Sunrise Annual Report 2024 I Operational & Financial Review

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Financial Review Comparability of future results The following financial review, which should be read in conjunction with the Sunrise consolidated financial statements included in this report, reflects the Sunrise results for the years ended 31 December 2024, 2023 and 2022. During 2022, 2023 and up until 8 November 2024, Sunrise was a wholly-owned subsidiary of Liberty Global. On 8 November 2024, Sunrise completed the spin-off into an independent publicly-owned company. Sunrise entered into a number of agreements with Liberty Global that govern the relationship between Sunrise and Liberty Global after the spin-off, and incurred certain costs related to the spin-off. In addition, following the spin- off, Sunrise started to incur certain ongoing administrative expenses as a result of its status as a separate, publicly traded company. As a result, the historical results of Sunrise operations and the period-to-period comparisons of results presented herein and certain financial data included elsewhere in this annual report may not be indicative of future results. Refer to the rebased financial results of Sunrise included in the Investor Relations Factsheet for more information about the effects of the spin-off and certain related transactions. Factors affecting Sunrise performance Sunrise believes that the key factors affecting its historical and future business and financial performance include: Sunrise-UPC transaction. The combination of the Sunrise legacy mobile franchise with UPC Switzerland’s broadband network, in the Sunrise- UPC transaction that closed in November 2020, created the country’s leading converged telecommunications challenger to the incumbent Swisscom, with opportunities for both revenue growth and cost synergies. Capturing these opportunities required the combined company to invest in integrating operations, and also came with some expected execution challenges, primarily related to preserving ARPUs and elevated customer churn experienced while migrating legacy UPC customers from the higher-priced legacy UPC platform to the Sunrise brand. In addition, the application of acquisition accounting in connection with the Sunrise-UPC transaction had a non-cash effect on post-transaction reported expenses as a result of the elimination of certain legacy Sunrise capitalized contract costs and associated future amortization charges. Commission fees directly attributable to those contracts are capitalized and recognised as expenses over the estimated contract duration, which means that the associated capitalized commission fees are amortized generally over the same period as the recognition of the related revenues. Eliminating the legacy Sunrise capitalized contract costs had the effect of temporarily improving operating margins following the Sunrise-UPC transaction, as Sunrise recognised revenue from the relevant legacy contracts during those periods without the corresponding contract- cost amortization. This effect was most pronounced in 2021, decreased over time as new contract costs were capitalized and, as of 1 January 2024, no longer has an impact. Competition. The Swiss telecommunications market is served by three primary players, Swisscom, Sunrise and Salt, with Swisscom historically holding the largest market share across all services. In each of the periods presented, however, Sunrise has increased its market share in postpaid mobile and broadband services at Swisscom’s expense. Close competition among the three players has resulted in industry pricing pressure leading to decreased industry ARPUs, with each of the three competitors, including Sunrise, introducing flanker brands to provide services at lower prices and engaging in price-based promotions and price-matching offers to win customers. The introduction of a converged service offering under the yallo brand in 2022, which targets the smart-shopper segment, in addition to the mobile-only yallo offering and the converged offering under the Sunrise main brand, has benefited the results of Sunrise for the years ended 31 December 2024, 2023 and 2022. Subscriber base and ARPU in residential services. Sunrise revenues in the residential segment are dependent on its ability to maintain and expand its subscriber base. In addition, Sunrise revenues in this segment are dependent on its ability to balance its service prices with the size of its subscriber base to optimize ARPU, calculated as the average monthly revenue per fixed customer relationship or mobile subscriber, as applicable. Revenues for each of the periods presented were affected by decreases in the subscriber base resulting from expected integration challenges associated with migrating legacy UPC customers in the residential segment to the Sunrise brand following the Sunrise-UPC transaction, as well as lower ARPU resulting from migration of such UPC customers from the higher-priced UPC platform to the Sunrise brand. Sunrise believes that such challenges have now been substantially resolved, which it believes should enable Sunrise to stabilise and grow the Sunrise brand revenues in the residential segment in the near to medium term. Sunrise has been implementing strategies designed to reduce subscriber volume loss and price sensitivity, including premium positioning of the Sunrise brand, promotion of converged subscriptions and introduction of value-added services. Service portfolio and pricing in business services. Compared to its market share in residential services, Sunrise believes that it is currently under- represented in business-customer services, where Swisscom is by far the dominant competitor. Growth 28 Sunrise Annual Report 2024 I Operational & Financial Review

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in business- and wholesale-services segment revenues in the periods presented reflected, in part, the success of efforts by Sunrise to capture additional market share in Swiss business services, supported by its robust telecommunications services offerings enhanced by its FMC strategy enabled by the Sunrise-UPC transaction and its evolving portfolio of value-added services (such as security, ICT, consulting and engineering solutions) underpinned by an ecosystem of strategic partners. Such revenue growth also reflects growth in revenues from existing business customers, primarily as a result of the expansion of the businesses of Sunrise customers necessitating additional services, including, primarily, additional mobile-service subscriptions, but also as a result of efforts by Sunrise to cross-sell additional services to existing customers. In the business-services segment, the size of the Sunrise customer base is generally less impacted by its service prices than in the residential segment because Sunrise generally offers its portfolio of services to business customers in customised service packages at negotiated prices, benefiting from volume, usage and bundling discounts. Although certain of the Sunrise business customers may be sensitive to mobile-service price fluctuations, particularly in larger enterprises, the number of mobile-service subscriptions generally fluctuates based on the size of the business customer’s employee base, rather than changes to the Sunrise service prices. Accordingly, in business services, in addition to the ability to maintain and expand its customer base and cross-sell additional services, Sunrise revenues depend on its ability to price its services effectively. Going forward, Sunrise is further focused on leveraging synergies with residential subscribers to acquire small business customers (10 or fewer employees), growing market share among small-medium business customers (11 to 250 employees), including by leveraging residential sales channels, and further increasing its share of wallet of existing enterprise business customers (250 employees and up). Investments in network quality. Sunrise revenues are dependent on its reputation among customers for high mobile and fixed network quality and reliability. While Sunrise does not develop its own network- infrastructure technologies or otherwise conduct meaningful research and development activities, Sunrise contracts with infrastructure-technology providers to purchase and install upgrades and additions to its network infrastructure in order to maintain and enhance the quality and reliability of its telecommunications services. Sunrise undertook capital expenditures in the periods presented to roll out 5G active mobile infrastructure, consisting of network equipment that was sourced and installed primarily by Huawei and embedded in passive tower infrastructure across its mobile network. Such expenditures are expected to taper in the near and medium term as these initiatives progress towards completion. During the periods presented, the capital expenditure profile of Sunrise has also benefited, and is expected to continue to benefit, from its hybrid network infrastructure, which utilises a mix of owned infrastructure, shared antenna sites and supplemental network-access agreements with subscriber-based charges to increase network coverage and enhance service offerings, thereby substantially reducing capital expenditures necessary to support growth. Cost management. Sunrise supports its profitability by managing its cost profile. Capital expenditures in the years ended 31 December 2024, 2023, and 2022 were increased due to costs-to-capture synergies following the Sunrise-UPC transaction, including a related IT transformation and roll out of CPE. Such expenditures are expected to taper in the near and medium term, as these initiatives progress and are completed. Beginning in 2021, Sunrise has also been pursuing automation and IT-simplification initiatives to reduce the cost of certain of its operational processes, in addition to various other operating- expense efficiency initiatives, such as a leaner organizational design implemented at the end of 2023. Such initiatives have benefited Sunrise operating expenditures in the periods presented and are expected to benefit operating expenses in the future. Interest and currency exchange rates. In the periods presented, Sunrise after-tax losses and free cash flows benefited from relatively low interest expense after hedges resulting from a low interest-rate environment prevailing at the time the debt was incurred. While substantially all of Sunrise debt is denominated in EUR or USD and the majority of it bears interest at variable rates, substantially all debt has been swapped into CHF and interest rates had been fixed through hedging arrangements at the time the debt was incurred. As of 31 December 2024, Sunrise had outstanding third-party indebtedness of CHF 4.7 billion, at a weighted- average cost of capital of approximately 3.0% after interest-rate hedges. Sunrise indebtedness outstanding as of 31 December 2024 matures between 2028 and 2031. On 4 February 2025, Sunrise announced the issuance by Sunrise Financing Partnership of a new USD 1,300 million Term Loan B due in 2032. The new loan is structured as a sustainability-linked loan, directly linked to Sunrise sustainability-related company goals and strategy. Proceeds from the new loan will be used to refinance the existing USD Term Loan B maturing in 2029 and partially refinance the existing EUR Term Loan B due in 2029 including associated fees. Debt stack is economically hedged against interest-rate and currency changes until 2029 with the weighted- average cost of debt reduced from 3.0% as of October 2024 to 2.8% following the the transaction. Sunrise will continue to access loan and bond markets opportunistically to term-out debt and optimize pricing. Inflationary environment. In 2022, 2023 and 2024, the Sunrise expense profile was adversely affected 29 Sunrise Annual Report 2024 I Operational & Financial Review

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by the global inflationary environment, which, particularly in 2022 and 2023, resulted from global supply-chain issues, the effects of COVID-19 and geopolitical conflicts and tensions. Sunrise primarily experienced inflation in energy costs, which are a significant expense associated with operating the Sunrise fixed and mobile networks, as well as in costs of products and services provided by vendors outside Switzerland, including, among others, IT and call-centre service providers and mobile-device and CPE suppliers. In 2022, 2023 and 2024, such inflation in costs partially offset the benefits of Sunrise-UPC transaction synergies and operating-cost reductions which Sunrise experienced in the same periods. Sunrise believes that inflationary pressures will subside in future periods and the adverse effect of inflation on its cost profile will be reduced. Financial review The following financial review, which should be read in conjunction with the Sunrise consolidated financial statements included in this report, is intended to assist in providing an understanding of the results of operations and financial condition and is organized as follows: • Summary financial information and operating data: This section includes summary financial information and operating data of Sunrise for the years ended 31 December 2024, 2023 and 2022. • Results of operations: This section provides an analysis of actual results of operations for the years ended 31 December 2024, 2023 and 2022. • Liquidity and capital resources: This section provides an analysis of corporate and subsidiary liquidity and the consolidated statements of cash flows. • Quantitative and qualitative disclosures about market risk: This section provides discussion and analysis of the market risks that Sunrise faces. Certain uppercase terms used below have been defined in the Notes to the consolidated financial statements. Summary financial information and operating data The tables below set out summary financial information and operating data of Sunrise for the indicated periods. Sunrise results have been prepared in accordance with IFRS. The following information should be read in conjunction with the Sunrise consolidated financial statements included in this report. Sunrise historical results are not necessarily indicative of expected future results. Sunrise Statements of Income or Loss Data: Year ended December 31 in CHF millions 2024 2023 2022 Revenue 3,018.0 3,035.2 3,035.2 Direct costs (830.1) (834.6) (819.6) Personnel expenses (407.0) (416.7) (438.3) Other operating income and capitalized labor 68.1 105.7 61.7 Other operating expenses (696.4) (758.8) (750.2) Operating income before depreciation and amortization 1,152.6 1,130.8 1,088.8 Depreciation of right-of-use assets (129.7) (128.0) (145.4) Depreciation and amortization (917.9) (992.1) (1,028.8) Operating income (loss) 105.0 10.7 (85.4) Financial income 257.7 574.7 456.7 Financial expenses (742.6) (957.2) (340.2) Share of gains (losses) of equity method investments 1.3 (0.3) 2.2 Income (loss) before taxes (378.6) (372.1) 33.3 Income tax benefit 16.7 59.9 50.7 Net income (loss) (361.9) (312.2) 84.0 30 Sunrise Annual Report 2024 I Operational & Financial Review

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Sunrise Cash Flow Data: Year ended December 31 in CHF millions 2024 2023 2022 Net cash provided by operating activities 1,279.1 1,201.5 1,252.7 Net cash used in investing activities (478.7) (760.6) (543.0) Net cash used in financing activities (454.4) (440.1) (714.0) Effect of exchange rate changes on cash 1.0 1.7 1.1 Net increase (decrease) in cash and cash equivalents 347.0 2.5 (3.2) Sunrise Summary Financial Data: Year ended December 31 in CHF millions, except percentages 2024 2023 2022 Revenue 3,018.0 3,035.2 3,035.2 Net income (loss) (361.9) (312.2) 84.0 Net income (loss) margin (12.0)% (10.3)% 2.8% Adjusted EBITDAaL1 1,022.1 1,043.6 1,057.8 Adjusted EBITDAaL margin 33.9% 34.4% 34.9% Net cash provided by operating activities 1,279.1 1,201.5 1,252.7 Adjusted Free Cash Flow2 362.5 352.5 299.5 1Adjusted EBITDAaL is the primary measure used by the Sunrise chief operating decision maker to evaluate operating performance and is also a key factor that is used by the internal decision makers within Sunrise to (i) determine how to allocate resources and (ii) evaluate the effectiveness of Sunrise management for the purposes of annual and other incentive-compensation plans. The Sunrise internal decision makers believe Adjusted EBITDAaL is a meaningful measure because it represents a transparent view of recurring operating performance that is unaffected by the Sunrise capital structure and allows management to (a) readily view operating trends, (b) perform analytical comparisons and benchmarking between segments and (c) identify strategies to improve operating performance. Adjusted EBITDAaL is defined as Adjusted EBITDA after lease-related expenses. Adjusted EBITDA is defined as income (loss) before income-tax benefit (expense), share of losses (gains) of affiliates, financial income, financial expenses, depreciation and amortization, share- based compensation expense, and impairment, restructuring and other operating items. Other operating items include (1) provisions and provision releases related to significant litigation, (2) certain related-party charges and (3) gains and losses on the disposition of long-lived assets. Consolidated Adjusted EBITDA and Adjusted EBITDAaL are non- IFRS measures, which readers should view as a supplement to, and not a substitute for, IFRS measures of profitability included in the Sunrise consolidated financial statements included in this report. Further, the Sunrise definition of Adjusted EBITDAaL and Adjusted EBITDA may differ from the way other companies define and apply their definitions of such terms. The following table provides a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted EBITDAaL: 31 Sunrise Annual Report 2024 I Operational & Financial Review

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Year ended December 31 in CHF millions 2024 2023 2022 Net income (loss) (361.9) (312.2) 84.0 Income tax expense (benefit) (16.7) (59.9) (50.7) Share of losses (gains) of affiliates (1.3) 0.3 (2.2) Financial income (257.7) (574.7) (456.7) Financial expenses 742.6 957.2 340.2 Operating income (loss) 105.0 10.7 (85.4) Depreciation and amortization 917.9 992.1 1,046.2 Depreciation of right-of-use assets 129.7 128.0 128.0 Share-based compensation expense 19.1 22.5 30.7 Impairment, restructuring and other operating items 49.8 86.2 149.0 Adjusted EBITDA 1,221.5 1,239.5 1,268.5 Lease-related expenses (199.4) (195.9) (210.7) Adjusted EBITDAaL 1,022.1 1,043.6 1,057.8 2Adjusted Free Cash Flow is defined as net cash provided by operating activities plus (i) operating- related vendor-financed additions (which represents an increase in the period to actual cash available as a result of extending vendor payment terms beyond normal payment terms, which are typically 90 days or less, through non-cash financing activities) and (ii) cash receipts in the period from interest-related derivatives, less (a) cash payments in the period for interest, (b) cash payments in the period for capital expenditures, (c) principal payments on amounts financed by vendors and intermediaries (which represents a decrease in the period to actual cash available as a result of paying amounts to vendors and intermediaries where vendor payments were previously extended beyond the normal payment terms) and (d) principal payments on lease liabilities (which represents a decrease in the period to actual cash available), each as reported in the consolidated statements of cash flows. Sunrise believes its presentation of Adjusted Free Cash Flow, which is a non-IFRS measure, provides useful information to investors because this measure can be used to gauge its ability to (1) service debt and (2) fund new investment opportunities after consideration of all actual cash payments related to its working-capital activities and expenses that are capital in nature, whether paid inside normal vendor payment terms or paid later outside normal vendor payment terms (in which case Sunrise typically pays in less than 365 days). Adjusted Free Cash Flow should not be understood to represent the ability to fund discretionary amounts, as Sunrise has various mandatory and contractual obligations, including debt repayments, that are not deducted to arrive at these amounts. Investors should view Adjusted Free Cash Flow as a supplement to, and not a substitute for, IFRS measures of liquidity included in the Sunrise consolidated statements of cash flows. Further, the Sunrise definition of Adjusted Free Cash Flow may differ from the way other companies define and apply their definition of Adjusted Free Cash Flow. The following table provides a reconciliation of net cash provided by operating activities to Adjusted Free Cash Flow: Year ended December 31 in CHF millions 2024 2023 2022 Net cash provided by operating activities 1,279.1 1,201.5 1,252.7 Interest paid (420.2) (422.5) (329.3) Interest-related derivative receipts 172.7 174.5 42.2 Vendor financing additionsi 363.4 271.2 148.2 Capital expenditures (541.1) (468.0) (417.4) Principal payments on vendor financing (377.0) (296.6) (284.5) Payment of lease liabilities (114.4) (107.6) (112.4) Adjusted Free Cash Flow 362.5 352.5 299.5 32 Sunrise Annual Report 2024 I Operational & Financial Review

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iFor the purposes of the Sunrise consolidated statements of cash flows, vendor financing additions represent operating-related expenses financed by an intermediary that are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor. When Sunrise pays the financing intermediary, it records financing cash outflows in its consolidated statements of cash flows. For the purposes of its Adjusted Free Cash Flow definition, Sunrise (a) adds in the constructive financing cash inflow when the intermediary settles the liability with the vendor, as its actual net cash available at that time is not affected and (b) subsequently deducts the related financing cash outflow when Sunrise actually pays the financing intermediary, reflecting the actual reduction to its cash available to service debt or fund new investment opportunities. Sunrise Summary ARPU Data: Year ended December 31 in CHF 2024 2023 2022 Residential customers: Fixed Services ARPU per Fixed Customer Relationship1 59.08 61.78 63.31 Mobile Services ARPU per Mobile Subscriber2 29.90 31.21 32.28 1Average Revenue Per Unit (ARPU) is the average subscription revenue per average fixed customer relationship or mobile subscriber, as applicable. ARPU per fixed customer relationship is calculated by dividing the average subscription revenue from residential fixed services by the average of the opening and ending balances of fixed customer relationships for the period. 2ARPU per mobile subscriber is calculated by dividing the average mobile subscription revenue (including interconnect revenue but excluding handset sales and late fees) by the average of the opening and ending balances of mobile subscribers in service for the period. 33 Sunrise Annual Report 2024 I Operational & Financial Review

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Sunrise Summary Operating Data: As of December 31, 2024 2024 2023 2022 Residential customers: Fixed Services Fixed Customer Relationships1 1,385,296 1,401,508 1,412,276 Select Fixed RGUs2: Broadband Internet3 1,180,330 1,169,539 1,178,628 Enhanced TV4 898,294 914,664 940,549 Mobile Services Mobile RGUs5 2,347,669 2,298,181 2,256,483 Postpaid Mobile RGUs 2,065,416 1,974,009 1,866,952 Prepaid Mobile RGUs 282,253 324,172 389,531 Fixed-mobile Convergence6 57.1% 55.7% 55.1% Business customers and wholesale: Fixed Services7 Fixed Customer Relationships1 128,295 110,275 99,745 Select Fixed RGUs2: Broadband Internet3 141,120 120,998 108,966 Enhanced TV4 97,438 79,606 68,739 Mobile Services8 Mobile RGUs5 784,702 722,618 691,187 Postpaid Mobile RGUs 740,461 673,206 635,299 Prepaid Mobile RGUs 44,241 49,412 55,888 Fixed-mobile Convergence6 78.9% 85% 85.7% 1Fixed customer relationships represent the number of customers who receive at least one of the Sunrise broadband Internet, TV or fixed-line telephony services, without regard to which or to how many services they subscribe. Fixed customer relationships generally are counted on a unique premises basis. Accordingly, if an individual receives Sunrise services in two premises (e.g., a primary home and a vacation home), that individual generally will count as two fixed customer relationships. Sunrise fixed customer relationships include customers who receive basic cable services (BCS) which are services delivered without the use of encryption-enabling, integrated or virtual technology as well as customers who receive fixed telephony services over Sunrise networks, or that Sunrise services through a partner network. 2A fixed RGU is, separately, an Internet subscriber or an enhanced TV subscriber. A home, residential multiple-dwelling unit or commercial unit may contain one or more RGUs. For example, if a residential customer subscribes to the Sunrise broadband Internet service or enhanced TV service, the customer will constitute two RGUs. RGUs generally are counted on a unique premises basis such that a given premise does not count as more than one RGU for any given service. However, if an individual receives one of the services in two premises (e.g., a primary home and a vacation home), that individual will count as two RGUs for that service. Each bundled Internet or enhanced TV service is counted as a separate RGU regardless of the nature of any bundling discount or promotion. Non-paying subscribers are counted as subscribers during their free promotional service period. Some of these subscribers may choose to disconnect after their free service period. Services offered without charge on a long-term basis (e.g., certain preferred subscribers) generally are not counted as RGUs. Free services provided to Sunrise employees generally are counted as RGUs. 3Internet Subscribers are homes, residential multiple- dwelling units or commercial units that receive fixed broadband Internet services over Sunrise fixed or mobile networks or that Sunrise services through a partner network. 4Enhanced TV subscribers are homes, residential multiple-dwelling units or commercial units that receive Sunrise enhanced TV services, which are TV services delivered through encryption-enabling, integrated or virtual technology over the Sunrise broadband network or through a partner network. Enhanced TV subscribers exclude subscribers that receive BCS, as described above. 34 Sunrise Annual Report 2024 I Operational & Financial Review

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5A Mobile RGU is a mobile subscriber, which represents an active SIM card in service. A subscriber who has a data and voice plan for a mobile handset and a data plan for a laptop would be counted as two mobile subscribers. Sunrise has both prepaid and postpaid mobile subscribers. Prepaid subscribers are excluded from the mobile-subscriber count after a period of inactivity of 90 days, based on industry standards in Switzerland. 6Fixed-mobile convergence penetration represents the number of customers who subscribe to both a fixed broadband Internet service and a pre- or postpaid mobile-telephony service, divided by the total number of customers who subscribe to fixed broadband Internet service. 7Business-customer and wholesale fixed relationships and fixed RGUs include customers who receive fixed services that are the same or similar to mass-marketed products offered to residential customers. This includes customers who receive discounted services pursuant to a programme Sunrise has in place with their employer, SOHO customers and SMEs (generally defined as businesses with 99 or fewer employees) and does not include services provided to large enterprises (generally defined as businesses with 100 or more employees) or wholesale services. 8Business-customer and wholesale mobile RGUs represent the number of active SIM cards in service that are provided to business and wholesale customers, including customers who receive discounted services pursuant to a programme Sunrise has in place with their employer, SOHO, SME and enterprise customers, as well as to customers who subscribe for mobile services delivered over Sunrise networks through a branded reseller with whom Sunrise contracts, and excluding customers who subscribe for mobile services delivered over Sunrise networks through an MVNO with whom Sunrise contracts, as well as other wholesale customers. Additional general notes to table While Sunrise takes appropriate steps to ensure that subscriber statistics are presented on a consistent and accurate basis at any given balance-sheet date, the variability in (i) the nature and pricing of products and services, (ii) the distribution platform, (iii) billing systems, (iv) bad-debt collection efforts and (v) other factors add complexity to the subscriber-counting process. Sunrise periodically reviews the subscriber- counting policies and underlying systems to improve the accuracy and consistency of the data reported on a prospective basis. Accordingly, Sunrise may from time to time make appropriate adjustments to the subscriber statistics based on those reviews. Results of operations The discussion presented in this section provides an analysis of Sunrise revenue and expenses for the years ended 31 December 2024, 2023 and 2022 as further described in Notes 6, 7 and 8 to the consolidated financial statements. Revenue Sunrise derives revenue primarily from communications services provided to residential and business customers, including mobile, broadband Internet, TV and fixed-line telephony services, and from infrastructure and support functions. Residential customers revenue Residential fixed subscription revenue includes amounts received from subscribers for ongoing services and the recognition of deferred installation revenue over the associated contract period. Residential fixed non-subscription and hardware revenue includes, among other items, channel carriage fees, late fees and revenue from the sale of equipment. Residential subscription revenue from subscribers who purchase bundled services at a discounted rate is generally allocated proportionally to each service based on the standalone price for each individual service. As a result, changes in the standalone pricing of fixed and mobile products or the composition of bundles can contribute to changes in product revenue categories from period to period. Residential mobile subscription revenue includes amounts received from subscribers for ongoing services. Residential mobile non-subscription and hardware revenue includes, among other items, revenue from sales of mobile handsets and other devices. Business customers and wholesale revenue Business-customer and wholesale subscription revenue represents revenue from (i) services provided to SOHO subscribers and (ii) mobile, connectivity and information and communication technology (ICT) services provided to medium and large enterprises. Business-customer and wholesale non-subscription and hardware revenue includes revenue from business broadband Internet, TV, fixed-line telephony, data and ICT services, such as carrier and roaming services, offered to medium and large enterprises and fixed-line and mobile services on a wholesale basis, offered to other operators. Infrastructure and support functions revenue Infrastructure and support function revenue primarily includes Built-to-Suit (BTS) revenue related to mobile towers built by Sunrise and sold to Swiss Towers. 35 Sunrise Annual Report 2024 I Operational & Financial Review

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Year ended 31 December 2024 compared to year ended 31 December 2023 Revenue by major category and reportable segment for the indicated periods is set out below: Year ended December 31 Increase (decrease) in CHF millions, except percentages 2024 2023 CHF % Residential customers: Fixed revenue: Subscription 987.8 1,043.1 (55.3) (5.3) Non-subscription and hardware 14.0 18.7 (4.7) (24.9) Mobile revenue: Subscription 833.5 852.8 (19.3) (2.3) Non-subscription and hardware 207.6 199.4 8.2 4.1 Other 130.2 133.1 (2.9) (2.2) Total residential customers revenue 2,173.1 2,247.1 (74.0) (3.3) Business customers and wholesale: Fixed revenue: Subscription 293.4 273.4 20.0 7.3 Non-subscription and hardware 189.6 164.0 25.6 15.6 Mobile revenue: 0.0 Subscription 266.2 254.7 11.5 4.5 Non-subscription and hardware 77.7 81.5 (3.8) (4.7) Other 3.4 3.0 0.4 13.3 Total business customers and wholesale revenue 830.3 776.6 53.7 6.9 Infrastructure and support functions: Other 14.6 11.5 3.1 27.3 Total revenue 3,018.0 3,035.2 (17.2) (0.6) 36 Sunrise Annual Report 2024 I Operational & Financial Review

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Residential customers. The details of the decrease in Sunrise residential-customer revenue during the year ended 31 December 2024, compared to the corresponding period in 2023, are set out below: in CHF millions Subscription revenue Non- subscription and hardware revenue Total Decrease in residential fixed subscription revenue due to change in: Average number of fixed customer relationships1 (9.6) — (9.6) ARPU (45.7) — (45.7) Decrease in residential fixed non-subscription and hardware revenue — (4.7) (4.7) Total decrease in residential fixed revenue (55.3) (4.7) (60.0) Increase (decrease) in residential mobile subscriptions revenue due to change in: Average number of mobile subscribers2 16.4 — 16.4 ARPU (35.7) — (35.7) Increase in residential mobile non-subscription and hardware revenue — 8.2 8.2 Total increase (decrease) in residential mobile revenue (19.3) 8.2 (11.1) Decrease in other residential revenue — (2.9) (2.9) Total (74.6) 0.6 (74.0) 1Average number of fixed customer relationships is calculated as the average of the opening and ending balances of fixed customer relationships in the period. 2Average number of mobile subscribers is calculated as the average of the opening and ending balances of mobile subscribers in the period. Residential customers. Total residential-customers revenue decreased CHF 74.0 million or 3.3% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to the net effect of (i) a decrease in fixed subscription revenue due to lower ARPU, mainly driven by higher discounts and migrating legacy UPC customers from the higher-priced legacy UPC platform to the Sunrise brand, which also led to a decrease in the average number of customers and lower variable usage in fixed-line telephony, partially offset by growth in flanker brands (mainly yallo), (ii) a decrease in fixed non-subscription and hardware revenue attributable to lower equipment sales driven by lower hardware- bundling activity and the related revenue- recognition impact, (iii) a decrease in mobile subscription revenue attributable to lower ARPU, mainly driven by higher discounts due to pricing pressure in the market, multi-SIM discounts and flanker brands’ share in the base, as well as lower roaming-related revenue partially offset by an increase in the average number of RGUs mainly from growth in flanker brands (mainly yallo), (iv) an increase in mobile non-subscription and hardware revenue, mainly driven by higher handset sales due to higher market demand and new handset options and (v) a decrease in other revenue, mainly due to lower fee-related revenue. Business customers and wholesale. Total business- customers and wholesale revenue increased CHF 53.7 million or 6.9% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to the net effect of (i) an increase in fixed subscription revenue due to a higher number of business customers, (ii) an increase in fixed non-subscription and hardware revenue due to higher revenue from wholesale services driven by higher voice hubbing activity, (iii) higher mobile subscription revenue due to an increase in the average number of mobile subscribers and an increase in wholesale services driven by higher MVNO-related revenues, (iv) a decrease in mobile non-subscription and hardware revenue due to lower handset sales volumes, mainly due to lower market demand and (v) an increase in other revenue, mainly due to higher fee-related revenue. Infrastructure and support functions. Total infrastructure and support-functions revenue increased CHF 3.1 million or 27.3% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to higher BTS revenue. 37 Sunrise Annual Report 2024 I Operational & Financial Review

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2023 compared to 2022 Revenue by major category and reportable segment for the indicated periods is set out below: Year ended December 31 Increase (decrease) in CHF millions 2023 2022 CHF % Residential customers: Fixed revenue: Subscription 1,043.1 1,079.6 (36.5) (3.4) Non-subscription and hardware 18.7 8.7 10.0 114.9 Mobile revenue: Subscription 852.8 854.8 (2.0) (0.2) Non-subscription and hardware 199.4 198.7 0.7 0.4 Other 133.1 133.7 (0.6) (0.4) Total residential customers revenue 2,247.1 2,275.5 (28.4) (1.2) Business customers and wholesale: Fixed revenue: Subscription 273.4 270.0 3.4 1.3 Non-subscription and hardware 164.0 160.6 3.4 2.1 Mobile revenue: Subscription 254.7 240.6 14.1 5.9 Non-subscription and hardware 81.5 80.2 1.3 1.6 Other 3.0 0.9 2.1 233.3 Total business customers and wholesale revenue 776.6 752.3 24.3 3.2 Infrastructure and support functions: Fixed revenue: Subscription 0.0 0.7 (0.7) (100.0) Other 11.5 6.7 4.8 71.6 Total infrastructure and support functions revenue 11.5 7.4 4.1 55.4 Total revenue 3,035.2 3,035.2 0.0 0.0 38 Sunrise Annual Report 2024 I Operational & Financial Review

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Residential customers. The details of the decrease in Sunrise residential-customers revenue during 2023, compared to 2022, are set out below: in CHF millions Subscription revenue Non- subscription and hardware revenue Total Decrease in residential fixed subscription revenue due to change in: Average number of fixed customer relationships1 (10.5) — (10.5) ARPU (26.0) — (26.0) Increase in residential fixed non-subscription and hardware revenue — 10.0 10.0 Total increase (decrease) in residential fixed revenue (36.5) 10.0 (26.5) Increase (decrease) in residential mobile subscription revenue due to change in: Average number of mobile subscribers2 26.4 — 26.4 ARPU (28.4) — (28.4) Increase in residential mobile non-subscription and hardware revenue — 0.7 0.7 Total increase (decrease) in residential mobile revenue (2.0) 0.7 (1.3) Decrease in other residential revenue — (0.6) (0.6) Total (38.5) 10.1 (28.4) 1Average number of fixed customer relationships is calculated as the average of the opening and ending balances of fixed customer relationships in the period. 2Average number of mobile subscribers is calculated as the average of the opening and ending balances of mobile subscribers in the period. Residential customers. Total residential-customers revenue decreased CHF 28.4 million or 1.2% during 2023, compared to 2022, including an increase of CHF 9.2 million attributable to the impact of acquisitions, primarily due to the net effect of (i) a decrease in fixed subscription revenue due to lower ARPU, mainly driven by higher discounts, migrating legacy UPC customers from the higher-priced legacy UPC platform to the Sunrise brand, which led to a decrease in the average number of customers, and lower variable usage in fixed-line telephony, (ii) an increase in fixed non-subscription and hardware revenue attributable to higher equipment sales driven by higher hardware-bundling activity and the related revenue-recognition impact and (iii) a decrease in mobile revenue attributable to lower ARPU, mainly driven by higher discounts due to pricing pressure in the market and lower usage, partially offset by an increase in the average number of mobile subscribers, primarily driven by growth in flanker brands (mainly yallo). Business customers and wholesale. Total business- customers and wholesale revenue increased CHF 24.3 million or 3.2% during 2023, compared to 2022, primarily due to (i) an increase in mobile subscription revenue due to an increase in the average number of business mobile subscribers and (ii) higher fixed revenue due to an increase in the average number of business customers and higher installation revenue. Infrastructure and support functions. Total infrastructure and support-functions revenue increased CHF 4.1 million or 55.4% during 2023, compared to 2022, mainly due to higher BTS revenue. Profit Reconciliation Direct costs Direct costs include programming and copyright costs, interconnect and access costs, costs of mobile handsets and other devices and other costs of sales related to Sunrise operations. Programming and copyright costs represent a significant portion of operating costs and are subject to rises in future periods due to various factors, including (i) higher costs associated with the expansion of digital video content, including rights associated with ancillary product offerings and rights that provide for the broadcast of live sporting events, and (ii) rate increases. Personnel expenses Personnel expenses include salary and payroll costs, commissions, incentive-compensation costs, deferred labor and contingent labor. Other operating income and capitalized labor This line item includes capitalized internal labor and other income primarily related to legal settlements. 39 Sunrise Annual Report 2024 I Operational & Financial Review

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Other operating expenses Other expenses include marketing and other sales costs, network operations, customer-service costs, business-service costs, impairment and restructuring, share-based compensation and other general expenses. Year ended 31 December 2024 compared to year ended 31 December 2023 Year ended December 31 Increase (decrease) in CHF millions, except percentages 2024 2023 CHF % Revenue 3,018.0 3,035.2 (17.2) (0.6) Direct costs (830.1) (834.6) (4.5) (0.5) Personnel expenses (407.0) (416.7) (9.7) (2.3) Other operating income and capitalized labor 68.1 105.7 (37.6) (35.6) Other operating expenses (696.4) (758.8) (62.4) (8.2) Operating income before depreciation and amortization 1,152.6 1,130.8 21.8 1.9 Depreciation of RoU assets (129.7) (128.0) 1.7 1.3 Depreciation and amortization (917.9) (992.1) (74.2) (7.5) Operating income 105.0 10.7 94.3 881.1 Financial income 257.7 574.7 (317.0) (55.2) Financial expenses (742.6) (957.2) (214.6) (22.4) Share of gains (losses) of affiliates, net 1.3 (0.3) 1.6 533.3 Loss before taxes (378.6) (372.1) 6.5 1.8 Income tax benefit (expense) 16.7 59.9 (43.2) (72.1) Net loss (361.9) (312.2) 49.7 15.9 Direct costs Year ended December 31 Increase (decrease) in CHF millions, except percentages 2024 2023 CHF % Residential customers 515.2 537.6 (22.4) (4.2) Business customers and wholesale 299.5 271.0 28.5 10.5 Infrastructure and support functions 15.4 26.0 (10.6) (40.8) Total 830.1 834.6 (4.5) (0.5) Residential customers. Total residential-customers direct costs decreased CHF 22.4 million or 4.2% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to (i) a decrease in interconnect and network-related costs and (ii) lower hardware costs from fixed equipment sales driven by lower hardware-bundling activity. Business customers and wholesale. Total business- customers and wholesale direct costs increased CHF 28.5 million or 10.5% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to (i) higher voice hubbing costs in line with higher voice hubbing revenue and (ii) overall higher direct costs related to growth in the business-customers and wholesale segment. Infrastructure and support functions. Total infrastructure and support-functions direct costs decreased CHF 10.6 million or 40.8% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to other non-recurring items offset in indirect costs in 2023. 40 Sunrise Annual Report 2024 I Operational & Financial Review

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Personnel expenses Year ended December 31 Increase (decrease) in CHF millions, except percentages 2024 2023 CHF % Residential customers 143.6 157.2 (13.7) (8.7) Business customers and wholesale 78.8 79.7 (0.8) (1.0) Infrastructure and support functions 184.6 179.8 4.9 2.7 Total 407.0 416.7 (9.7) (2.3) Residential customers. Total residential-customers personnel expenses decreased CHF 13.7 million or 8.7% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to lower payroll expenses as a result of lower residential-customer staffing levels. Business customers and wholesale. Total business- customers and wholesale personnel expenses decreased CHF 0.8 million or 1.0% during the year ended 31 December 2024, compared to the corresponding period in 2023. Infrastructure and support functions. Total infrastructure and support-functions personnel expenses increased CHF 4.9 million or 2.7% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to (i) higher pension expenses from a curtailment gain in 2023 due to a restructuring event, partially offset by (ii) lower payroll expenses as a result of lower infrastructure & support staffing levels and (iii) lower incentive-compensation costs driven by share-based compensation. Other operating income and capitalized labor Year ended December 31 Increase (decrease) in CHF millions, except percentages 2024 2023 CHF % Residential customers 7.5 9.1 (1.6) (17.6) Business customers and wholesale 6.0 7.3 (1.3) (17.8) Infrastructure and support functions 54.6 89.3 (34.7) (38.9) Total 68.1 105.7 (37.6) (35.6) Residential customers. Total residential-customers other operating income and capitalized labor decreased CHF 1.6 million or 17.6% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to a decrease in capitalizable labor activities. Business customers and wholesale. Total business- customers and wholesale other operating income and capitalized labor decreased CHF 1.3 million or 17.8% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to a decrease in capitalizable labor activities. Infrastructure and support functions. Total infrastructure and support-functions other operating income and capitalized labor decreased CHF 34.7 million or 38.7% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to (i) an abandoned lease income in 2023 related to a former office building, (ii) income from legal contingencies in 2023 and (iii) a decrease in capitalizable labor activities in 2024. Other operating expenses Year ended December 31 Increase (decrease) in CHF millions, except percentages 2024 2023 CHF % Residential customers 265.4 269.4 (4.0) (1.5) Business customers and wholesale 43.0 43.0 — — Infrastructure and support functions 388.0 446.4 (58.4) (13.1) Total 696.4 758.8 (62.4) (8.2) Residential customers. Total residential-customers other operating expenses decreased CHF 4.0 million or 1.5% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to the net effect of (i) lower marketing costs, (ii) a decrease in contact-centre costs due to lower call volumes, (iii) the phase-out of costs-to- capture synergies related to the customer-migration 41 Sunrise Annual Report 2024 I Operational & Financial Review

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projects from the Sunrise-UPC transaction, (iv) an increase in expenses for cloud-related projects and (v) an increase due to shop expansions. Business customers and wholesale. Total business- customers and wholesale other operating expenses remained unchanged during the year ended 31 December 2024, compared to the corresponding period in 2023, due to offsetting effects primarily from (i) lower sales costs driven by commissions and (ii) an increase in expenses for cloud-related projects. Infrastructure and support functions. Total infrastructure and support-functions other operating expenses decreased CHF 58.4 million or 13.1% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to the net effect of (i) lower restructuring spend, (ii) a decrease in related-party charges from Liberty Global, (iii) a decrease in expenses for contracting services, (iv) a decrease in expenses for cloud-related projects, (v) higher energy costs, (vi) an increase in software- and hardware-related spend and (vii) an increase in bad- debt expense. Depreciation and amortization. Total depreciation and amortization, including depreciation and amortization of RoU assets, decreased CHF 72.5 million or 6.5% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to the net effect of (i) a decrease associated with certain assets becoming fully depreciated and (ii) an increase associated with property, plant and equipment and intangible asset additions related to the expansion and upgrade of networks and other capital initiatives. Operating income. Operating income increased CHF 94.3 million or 881.1% during the year ended 31 December 2024, compared to the corresponding period in 2023, driven by the aforementioned changes in revenue and expenses. Financial income. Financial income decreased CHF 317.0 million or 55.2% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to a decrease in foreign-currency transaction gains, partly offset by an increase in realised and unrealised gains on derivative instruments. Financial expenses. Financial expenses decreased CHF 214.6 million or 22.4% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to a decrease in realised and unrealised losses on derivative instruments, partly offset by foreign-currency transaction losses. Income tax benefit (expense). Sunrise recognised income tax benefits of CHF 16.7 million and CHF 59.9 million during the year ended 31 December 2024 and 2023, respectively. The decrease in income tax benefit is primarily due to the tax-audit settlement reached. Net loss. Net loss increased CHF 49.7 million or 15.9% during the year ended 31 December 2024, compared to the corresponding period in 2023, due to the aforementioned changes in the above items. Adjusted EBITDAaL. Adjusted EBITDAaL is the primary measure used by the Sunrise chief operating decision maker to evaluate segment operating performance. Consolidated Adjusted EBITDAaL is reconciled to net income (loss) (the most directly comparable IFRS financial measure) within the section Summary financial information and operating data. Consolidated Adjusted EBITDAaL is a non-IFRS measure, which readers should view as a supplement to, and not a substitute for, IFRS measures of performance included in the consolidated statements of income or loss. The following table sets out the Adjusted EBITDAaL of the reportable segments of Sunrise, as well as its Consolidated Adjusted EBITDAaL: Year ended December 31 Increase (decrease) in CHF millions, except percentages 2024 2023 CHF % Residential customers 1,204.4 1,241.0 (36.6) (2.9) Business customers and wholesale 401.5 379.0 22.5 5.9 Infrastructure and support functions (583.8) (576.4) (7.4) (1.3) Total 1,022.1 1,043.6 (21.5) (2.1) 42 Sunrise Annual Report 2024 I Operational & Financial Review

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Adjusted EBITDAaL margin. The following table sets out the Adjusted EBITDAaL margins (Adjusted EBITDAaL divided by revenue) of each of the reportable segments: Year ended December 31 2024 2023 Residential customers 55.4% 55.2% Business customers and wholesale 48.4% 48.8% Infrastructure and support functions N.M. N.M. N.M. — not meaningful Residential customers. Total residential-customers Adjusted EBITDAaL decreased CHF 36.6 million or 2.9% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to the net effect of (i) the aforementioned decrease in revenue of CHF 74.0 million or 3.3%, (ii) the aforementioned decrease in direct costs of CHF 22.4 million or 4.2%, (iii) a decrease in indirect costs of CHF 16.0 million or 3.8%, primarily driven by the aforementioned decrease in personnel expenses (excluding expenses for share-based compensation, restructuring and other) and (iv) an increase in lease- related expenses of CHF 1.0 million or 2.0%. The Adjusted EBITDAaL margin increased by 0.2% during the year ended 31 December 2024, as compared to the corresponding period in 2023, due to a lower relative decrease in Adjusted EBITDAaL as compared to revenue. Business customers and wholesale. Total business- customers and wholesale Adjusted EBITDAaL increased CHF 22.5 million or 5.9% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to the net effect of (i) the aforementioned increase in revenue of CHF 53.7 million or 6.9%, (ii) the aforementioned increase in direct costs of CHF 28.5 million or 10.5%, (iii) an increase in indirect costs of CHF 0.4 million or 0.3%, primarily driven by the aforementioned decrease in other operating income and capitalized labor (excluding expenses for share- based compensation, restructuring and other) and (iv) an increase in lease-related expenses of CHF 2.3 million or 20.0%. The Adjusted EBITDAaL margin decreased by 0.4% during the year ended 31 December 2024, compared to the corresponding period in 2023, due to a higher relative increase in Adjusted EBITDAaL as compared to revenue. Infrastructure and support functions. Total infrastructure and support-functions Adjusted EBITDAaL decreased CHF 7.4 million or 1.3% during the year ended 31 December 2024, compared to the corresponding period in 2023, primarily due to the net effect of (i) the aforementioned increase in revenue of CHF 3.1 million or 27.3%, (ii) the aforementioned decrease in direct costs of CHF 10.6 million or 40.8%, and (iii) an increase in indirect costs of CHF 20.9 million or 4.9%, primarily driven by the aforementioned increase in personnel expenses, the aforementioned decrease in other operating income and capitalized labor and the increase in other operating expenses (excluding, in each case, expenses for share-based compensation, restructuring and other). 43 Sunrise Annual Report 2024 I Operational & Financial Review

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2023 compared to 2022 Year ended December 31 Increase (decrease) in CHF millions, except percentages 2023 2022 CHF % Revenue 3,035.2 3,035.2 — — Direct costs (834.6) (819.6) 15.0 1.8 Personnel expenses (416.7) (438.3) (21.6) (4.9) Other operating income and capitalized labor 105.7 61.7 44.0 71.3 Other operating expenses (758.8) (750.2) 8.6 1.1 Operating income before depreciation and amortization 1,130.8 1,088.8 42.0 3.9 Depreciation of RoU assets (128.0) (145.4) (17.4) (12.0) Depreciation and amortization (992.1) (1,028.8) (36.7) (3.6) Operating income 10.7 (85.4) 96.1 112.5 Financial income 574.7 456.7 118.0 25.8 Financial expenses (957.2) (340.2) 617.0 181.4 Share of gains (losses) of affiliates, net (0.3) 2.2 (2.5) (113.6) Loss before taxes (372.1) 33.3 (405.4) (1,217.4) Income tax benefit (expense) 59.9 50.7 9.2 18.1 Net loss (312.2) 84.0 (396.2) (471.7) Direct costs Year ended December 31 Increase (decrease) in CHF millions, except percentages 2023 2022 CHF % Residential customers 537.6 538.4 (0.8) (0.1) Business customers and wholesale 271.0 267.7 3.3 1.2 Infrastructure and support functions 26.0 13.5 12.5 92.6 Total 834.6 819.6 15.0 1.8 Residential customers. Total residential-customers direct costs decreased CHF 0.8 million or 0.1% during 2023, compared to 2022, including a decrease of CHF 17.2 million attributable to the impact of the EBLT partner-network acquisition and the resulting elimination of previously incurred direct costs. Excluding this impact, the increase in direct costs is primarily due to the net effect of (i) higher costs related to certain bundled product offerings, mainly driven by higher hardware-bundling activity, and (ii) lower TV programming spend. Business customers and wholesale. Total business- customers and wholesale direct costs increased CHF 3.3 million or 1.2% during 2023, compared to 2022, primarily due to higher installation costs. Infrastructure and support functions. Total infrastructure and support-functions direct costs increased CHF 12.5 million or 92.6% during 2023, compared to 2022, primarily due to (i) higher BTS- related costs, (ii) inflation and (iii) other non-recurring items offset in indirect costs. 44 Sunrise Annual Report 2024 I Operational & Financial Review

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Personnel expenses Year ended December 31 Increase (decrease) in CHF millions, except percentages 2023 2022 CHF % Residential customers 157.2 157.9 (0.7) (0.4) Business customers and wholesale 79.7 78.7 1.0 1.2 Infrastructure and support functions 179.8 201.7 (21.9) (10.9) Total 416.7 438.3 (21.6) (4.9) Residential customers. Total residential-customers personnel expenses decreased CHF 0.7 million or 0.4% during 2023, as compared to 2022, including an increase of CHF 2.5 million attributable to the impact of acquisitions (representing higher contract- cost amortization in 2023 due to acquisition accounting in the Sunrise-UPC transaction). Excluding this impact, the decrease in personnel expenses is primarily attributable to lower payroll expenses due to lower residential-customer staffing levels. Business customers and wholesale. Total business- customers and wholesale personnel expenses increased CHF 1.0 million or 1.2% during 2023, compared to 2022, including an increase of CHF 1.6 million attributable to the impact of acquisitions (representing higher contract-cost amortization in 2023 due to acquisition accounting in the Sunrise- UPC transaction). Excluding this impact, the decrease in personnel expenses is primarily attributable to lower payroll expenses due to lower business-customer and wholesale staffing levels. Infrastructure and support functions. Total infrastructure and support-functions personnel expenses decreased CHF 21.9 million or 10.9% during 2023, compared to 2022, primarily due to (i) lower pension costs driven by the merger of the Sunrise and UPC pension plans in 2022 and (ii) a decrease in incentive-compensation costs driven by lower share-based compensation expense. Other operating income and capitalized labor Year ended December 31 Increase (decrease) in CHF millions, except percentages 2023 2022 CHF % Residential customers 9.1 8.5 0.6 7.1 Business customers and wholesale 7.3 7.4 (0.1) (1.4) Infrastructure and support functions 89.3 45.8 43.5 95.0 Total 105.7 61.7 44.0 71.3 Residential customers. Total residential-customers other operating income and capitalized labor increased CHF 0.6 million or 7.1% during 2023, compared to 2022, primarily due to an increase in capitalizable labor activities. Business customers and wholesale. Total business- customers and wholesale other operating income and capitalized labor decreased CHF 0.1 million or 1.4% during 2023, compared to 2022, primarily due to a decrease in capitalizable labor activities. Infrastructure and support functions. Total infrastructure and support-functions other operating income and capitalized labor increased CHF 43.5 million or 95.0% during 2023, as compared to 2022, primarily due to (i) CHF 20.0 million of abandoned- lease income in 2023 related to a former office building, (ii) CHF 17.2 million of income in 2023 related to an advance payment by Swisscom for an undisputed amount of overpayments by Sunrise for use of Swisscom’s copper network between 2013 and 2016 and (iii) an increase in capitalizable labor activities. 45 Sunrise Annual Report 2024 I Operational & Financial Review

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Other operating expenses Year ended December 31 Increase (decrease) in CHF millions, except percentages 2023 2022 CHF % Residential customers 269.4 268.4 1.0 0.4 Business customers and wholesale 43.0 40.4 2.6 6.4 Infrastructure and support functions 446.4 441.4 5.0 1.1 Total 758.8 750.2 8.6 1.1 Residential customers. Total residential-customers other operating expenses increased CHF 1.0 million or 0.4% during 2023, compared to 2022, including an increase of CHF 7.3 million attributable to the impact of acquisitions (representing higher contract- cost amortization in 2023 due to acquisition accounting in the Sunrise-UPC transaction and, to a lesser extent, the EBLT partner-network acquisition). Excluding this impact, the decrease in other operating expenses is primarily due to lower marketing costs due to the phase-out of costs-to- capture synergies related to the rebranding after the Sunrise-UPC transaction, partially offset by higher consultancy and outsourcing spend. Business customers and wholesale. Total business- customers and wholesale other operating expenses increased CHF 2.6 million or 6.4% during 2023, compared to 2022, primarily due to higher consultancy and outsourcing spend. Infrastructure and support functions. Total infrastructure and support-functions other operating expenses increased CHF 5.0 million or 1.1% during 2023, compared to 2022, including an increase of CHF 4.5 million attributable to the impact of the EBLT partner-network acquisition. Excluding this impact, the increase in other operating expenses is primarily due to higher energy costs. Depreciation and amortization. Total depreciation and amortization, including depreciation and amortization of RoU assets, decreased CHF 54.1 million or 4.6% during 2023, compared to 2022, primarily due to the net effect of (i) a decrease associated with certain assets becoming fully depreciated and (ii) an increase associated with property, plant and equipment and intangible asset additions related to the installation of CPE, the expansion and upgrade of networks and other capital initiatives. Operating income (loss). Operating income (loss) increased CHF 96.1 million or 112.5% during 2023, compared to 2022, driven by the aforementioned changes in revenue and expenses. Financial income. Financial income increased CHF 118.0 million or 25.8% during 2023, compared to 2022, primarily due to the net effect of (i) an increase in foreign-currency transaction gains related to non- CHF-denominated third-party debt driven by the positive impact of changes in foreign-currency exchange rates and (ii) a decrease in realised and unrealised gains on derivative instruments, mainly driven by changes in foreign-currency exchange rates. Financial expenses. Financial expenses increased CHF 617.0 million or 181.4% during 2023, compared to 2022, primarily due to higher realised and unrealised losses on derivative instruments, mainly driven by changes in foreign-currency exchange rates. Income tax benefit. Sunrise recognised income tax benefits of CHF 59.9 million and CHF 50.7 million during 2023 and 2022, respectively. The income tax benefit during 2023 differs from the expected income tax benefit of CHF 68.4 million (based on the Swiss domestic income tax rate of 18.4%), primarily due to the impact of non-deductible items. The income tax benefit during 2022 differs from the expected income tax expense of CHF 6.1 million (based on the Swiss domestic income tax rate of 18.4%), primarily due to changes in the recognition of deferred tax assets, partially offset by the effect of income taxed at differing tax rates. Net income (loss). Net income (loss) decreased CHF 396.2 million or 471.7% during 2023, compared to 2022, due to the aforementioned changes in the above items. Adjusted EBITDAaL. Adjusted EBITDAaL is the primary measure used by the Sunrise chief operating decision maker to evaluate segment operating performance. Consolidated Adjusted EBITDAaL is reconciled to net income (loss) (the most directly comparable IFRS financial measure) within the section Summary financial information and operating data of Sunrise. Consolidated Adjusted EBITDAaL is a non-IFRS measure, which readers should view as a supplement to, and not a substitute for, IFRS measures of performance included in the consolidated statements of operations. The following table sets out the Adjusted EBITDAaL of the reportable segments of Sunrise, as well as its Consolidated Adjusted EBITDAaL: 46 Sunrise Annual Report 2024 I Operational & Financial Review

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Year ended December 31 Increase (decrease) in CHF millions, except percentages 2023 2022 CHF % Residential customers 1,241.0 1,279.4 (38.4) (3.0) Business customers and wholesale 379.0 362.5 16.5 4.6 Infrastructure and support functions (576.4) (584.1) 7.7 1.3 Total 1,043.6 1,057.8 (14.2) (1.3) Adjusted EBITDAaL margin. The following table sets out the Adjusted EBITDAaL margins (Adjusted EBITDAaL divided by revenue) of each of the reportable segments: Year ended December 31 2023 2022 Residential customers 55.2% 56.2% Business customers and wholesale 48.8% 48.2% Infrastructure and support functions N.M. N.M. Residential customers. Total residential-customers Adjusted EBITDAaL decreased CHF 38.4 million or 3.0% during 2023, compared to 2022, primarily due to the net effect of (i) the aforementioned decrease in revenue of CHF 28.4 million or 1.2%, (ii) flat direct costs, (iii) flat indirect costs and (iv) an increase in lease-related expenses of CHF 11.1 million or 28.0%, primarily driven by additional leased lines. The Adjusted EBITDAaL margin decreased by 1.0% during 2023, compared to 2022, due to a higher relative decrease in Adjusted EBITDAaL compared to revenue. Business customers and wholesale. Total business- customers and wholesale Adjusted EBITDAaL increased CHF 16.5 million or 4.6% during 2023, compared to 2022, primarily due to the net effect of (i) the aforementioned increase in revenue of CHF 24.3 million or 3.2%, (ii) the aforementioned increase in direct costs of CHF 3.3 million or 1.2% and (iii) an increase in indirect costs of CHF 3.7 million or 3.3%, primarily driven by the aforementioned increase in other operating expenses (excluding expenses for share-based compensation, restructuring and other). The Adjusted EBITDAaL margin increased by 0.6% during 2023, compared to 2022, due to a higher relative increase in Adjusted EBITDAaL compared to revenue. Infrastructure and support functions. Total infrastructure and support-functions Adjusted EBITDAaL increased CHF 7.7 million or 1.3% during 2023, compared to 2022, primarily due to the net effect of (i) the aforementioned increase in revenue of CHF 4.1 million or 55.4%, (ii) the aforementioned increase in direct costs of CHF 12.5 million or 92.6%, (iii) an increase in indirect costs of CHF 10.6 million or 2.5%, reflecting the net effect of the aforementioned decrease in personnel expenses, the aforementioned increase in other operating income and capitalized labor and the aforementioned increase in other operating expenses (excluding, in each case, expenses for share-based compensation, restructuring and other) and (iv) a decrease in lease-related expenses of CHF 26.7 million or 16.6%, primarily due to the consolidation of the headquarters after the Sunrise- UPC transaction. 47 Sunrise Annual Report 2024 I Operational & Financial Review

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Liquidity and capital resources Sources and uses of cash Cash and cash equivalents At 31 December 2024, Sunrise had cash and cash equivalents of CHF 351.8 million, most of which were held by its subsidiaries. The terms of the instruments governing the indebtedness of certain of these subsidiaries may restrict the ability of Sunrise to access the liquidity of these subsidiaries. In addition, its ability to access the liquidity of its subsidiaries may be limited by tax, legal considerations and other factors. Corporate liquidity of Sunrise As Sunrise typically does not hold significant amounts of cash and cash equivalents at the corporate level, its primary source of corporate liquidity consists of, subject to the restrictions noted above, proceeds in the form of distributions or loans from its subsidiaries. From time to time, Sunrise may also supplement its sources of corporate liquidity with net proceeds received in connection with the issuance of debt instruments. No assurance can be given that any external funding will be available on favourable terms, or at all. The corporate liquidity requirements of Sunrise include (i) corporate general and administrative expenses, (ii) interest payments on the Sunrise Holding Senior Notes and (iii) dividends and other returns of capital. From time to time, Sunrise may also require cash in connection with (i) the repayment of third-party debt (including the repurchase or exchange of outstanding debt securities in the open market or privately-negotiated transactions) and, until the spin-off, related-party debt, (ii) the satisfaction of contingent liabilities, (iii) acquisitions, (iv) other investment opportunities or (v) income tax payments. Liquidity of consolidated operating entities In addition to cash and cash equivalents, the primary source of liquidity of consolidated operating entities is cash provided by operations and any borrowing availability under the Sunrise Holding Bank Facility. The liquidity of the consolidated operating entities of Sunrise is generally used to fund (i) property and equipment additions, (ii) debt-service requirements, (iii) payments required by derivative instruments and (iv) payments associated with defined-benefit plans, as well as to settle certain commitments that are not included in the 31 December 2024, consolidated statement of financial condition. In this regard, Sunrise has significant commitments related to certain operating costs associated with networks, purchase obligations associated with CPE, certain service-related commitments, programming-studio output and sports-rights contracts. These obligations are expected to represent a significant liquidity requirement of Sunrise consolidated operating entities, a significant portion of which is due over the next 12 to 24 months. From time to time, the consolidated operating entities of Sunrise may also require liquidity in connection with (i) acquisitions and other investment opportunities, (ii) loans and capital distributions to their intermediate holding companies or (iii) the satisfaction of contingent liabilities. No assurance can be given that any external funding will be available to its consolidated operating entities on favourable terms, or at all. For additional information regarding the Sunrise consolidated cash flows, see the commentary in the section Consolidated Statements of Cash Flows below. Capitalization At 31 December 2024, the outstanding principal amount of Sunrise consolidated third-party debt, together with the present value of its lease obligations, aggregated CHF 5.9 billion, including CHF 0.6 billion that is classified as current in the consolidated statement of financial condition. In respect of the refinancing announced 4 February 2025, Sunrise has an extended maturity runway with no short-term maturities (c. 74% of debt becoming due after 2029 and c. 26% of debt now becoming due in 2032). As of 31 December 2024, Sunrise was in compliance with its debt covenants. In addition, Sunrise does not anticipate any instances of non-compliance with respect to any debt covenants that would have a material adverse impact on its liquidity during the next 12 months. Notwithstanding its negative working-capital position at 31 December 2024, Sunrise believes it has sufficient resources to repay or refinance the current portion of its debt and lease obligations and to fund foreseeable liquidity requirements during the next 12 months. However, as maturing debt grows in later years, Sunrise anticipates it will seek to refinance or otherwise extend its debt maturities. No assurance can be given that Sunrise will be able to complete these refinancing transactions or otherwise extend its debt maturities. In this regard, it is not possible to predict how political and economic conditions, sovereign-debt concerns or any adverse regulatory developments could impact the credit markets Sunrise accesses and, accordingly, its future liquidity and financial position. The ability of Sunrise to access debt financing on favourable terms, or at all, could be adversely impacted by (i) the financial failure of any of its counterparties, which could reduce amounts available under committed credit facilities and adversely impact its ability to access cash deposited with any failed financial institution and (ii) tightening of the credit markets. In addition, sustained or increased competition, particularly in combination with adverse economic or regulatory developments, could have an unfavourable impact on Sunrise cash flows and liquidity. 48 Sunrise Annual Report 2024 I Operational & Financial Review

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For additional information regarding debt and lease obligations, see Notes 23 and 13, respectively, to the consolidated financial statements. Consolidated statements of cash flows Year ended 31 December 2024 compared to year ended 31 December 2023 Summary. The consolidated statements of cash flows for the years ended 31 December 2024 and 2023, are summarised as follows: Year ended December 31 in CHF millions 2024 2023 Change Net cash provided by operating activities 1,279.1 1,201.5 77.6 Net cash used in investing activities (478.7) (760.6) 281.9 Net cash used in financing activities (454.4) (440.1) (14.3) Effect of exchange rate changes on cash 1.0 1.7 (0.7) Net increase (decrease) in cash and cash equivalents 347.0 2.5 344.5 Operating activities. The increase in net cash provided by operating activities is primarily attributable to the net effect of (i) an increase in cash provided by working-capital items and (ii) an increase in cash provided due to higher net cash receipts related to foreign currency derivative instruments. Investing activities. The decrease in net cash used by investing activities is primarily attributable to the net effect of (i) a decrease in cash used of CHF 85.1 million associated with lower net cash paid for acquisitions related to the acquisition of the EBLT partner network in 2023 and (ii) an increase in cash used of CHF 73.1 million due to higher capital expenditures, primarily due to the timing of payments for capital-related accrued liabilities and increased spend related to assets acquired under vendor financing partially offset by lower property, plant and equipment and intangible asset additions mainly from the phase-out of costs-to-capture synergies related to the Sunrise-UPC transaction. The capital expenditures Sunrise reports in its consolidated statements of cash flows do not include amounts that are financed under capital-related vendor financing. Instead, these amounts are reflected as non-cash additions to property and equipment when the underlying assets are delivered and as repayments of debt when the principal is repaid. A reconciliation of Sunrise consolidated property and equipment additions to the capital expenditures reported in the consolidated statements of cash flows is set out below: Year ended December 31 in CHF millions 2024 2023 Property, plant and equipment and intangible asset additions 509.9 537.7 Assets acquired under vendor financing (52.1) (77.6) Changes in current liabilities related to capital expenditures (including related-party amounts) 83.3 7.9 Capital expenditures 541.1 468.0 The decrease in property, plant and equipment and intangible asset additions during the year ended 31 December 2024, compared to the corresponding period in 2023, is primarily attributable to the net effect of (i) a decrease from the phase-out of costs- to-capture synergies related to the Sunrise-UPC transaction, (ii) an increase in baseline expenditures, including network improvements and expenditures for property, facilities and information-technology systems, and (iii) an increase in expenditures for new- build and upgrade projects. During the year ended 31 December 2024 and 2023, Sunrise property, plant and equipment and intangible asset additions represented 16.9% and 17.7% of revenue, respectively. Financing activities. The increase in net cash used by financing activities is primarily attributable to (i) repayments of debt of CHF 1,064.7 million and (ii) an increase of CHF 63 million in cash paid for principal- related derivative instruments, partly offset by (iii) cash received in the form of a capital contribution from the former parent of CHF 1,106.2 million. 49 Sunrise Annual Report 2024 I Operational & Financial Review

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2023 compared to 2022 Summary. The 2023 and 2022 consolidated statements of cash flows are summarised as follows: Year ended December 31 in CHF millions 2023 2022 Change Net cash provided by operating activities 1,201.5 1,252.7 (51.2) Net cash used in investing activities (760.6) (543.0) (217.6) Net cash used in financing activities (440.1) (714.0) 273.9 Effect of exchange rate changes on cash 1.7 1.1 0.6 Net increase (decrease) in cash and cash equivalents 2.5 (3.2) 5.7 Operating activities. The increase in net cash provided by operating activities is primarily attributable to (i) an increase in cash provided due to higher net cash receipts related to derivative instruments and (ii) an increase in cash provided by working-capital items driven by the positive impact of the timing of cash payments and receipts of operating assets and liabilities, which more than offset the negative impact of CHF 110.3 million of proceeds related to the sale of certain handset receivables in 2022. Investing activities. The increase in net cash used by investing activities is primarily attributable to the net effect of (i) an increase in cash used of CHF 133.8 million due to higher net advances to related parties, (ii) an increase in cash used of CHF 85.1 million associated with higher net cash paid for acquisitions associated with the acquisition of the EBLT partner network, (iii) an increase in cash used of CHF 50.6 million due to higher capital expenditures due to the timing of payments for capital-related accrued liabilities and (iv) a decrease in cash used of CHF 35.8 million associated with lower cash paid for equity-accounted investees related to the acquisition of CH Media TV AG in 2022. The capital expenditures Sunrise reports in its consolidated statements of cash flows do not include amounts that are financed under capital-related vendor financing. Instead, these amounts are reflected as non-cash additions to property and equipment when the underlying assets are delivered and as repayments of debt when the principal is repaid. A reconciliation of consolidated property and equipment additions to the capital expenditures reported in the consolidated statements of cash flows is set out below: Year ended December 31 in CHF millions 2023 2022 Property, plant and equipment and intangible asset additions 537.7 698.6 Assets acquired under vendor financing (77.6) (117.5) Changes in current liabilities related to capital expenditures (including related-party amounts) 7.9 (163.7) Capital expenditures 468.0 417.4 The decrease in property, plant and equipment and intangible asset additions during 2023, compared to 2022, is primarily attributable to the net effect of (i) a decrease related to the acquisition of broadcasting rights for the Swiss Ice Hockey Federation in 2022, (ii) a decrease in expenditures to support new customer products and operational-efficiency initiatives, (iii) a decrease in expenditures for new- build and upgrade projects and (iv) an increase in expenditures for the purchase and installation of CPE. In 2023 and 2022, property, plant and equipment and intangible asset additions represented 17.7% and 23.0% of revenue, respectively. Financing activities. The decrease in net cash used by financing activities is primarily attributable to the net effect of (i) a decrease in cash used of CHF 899.4 million due to lower net repayments of third-party debt, (ii) an increase in cash used of CHF 806.6 million due to lower related-party receipts, (iii) a decrease in cash used of CHF 132.3 million due to higher cash receipts of interest related to derivative instruments, (iv) a decrease in cash used of CHF 110.9 million due to lower net repayments of vendor financing and (v) an increase in cash used of CHF 93.2 million due to higher payments of interest driven by higher weighted-average interest rates and a higher average outstanding-debt balance. Quantitative and qualitative disclosures about market risk Sunrise is exposed to market risk in the normal course of business operations due to its ongoing investing and financing activities. Market risk refers to the risk of loss arising from adverse changes in 50 Sunrise Annual Report 2024 I Operational & Financial Review

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foreign-currency exchange rates and interest rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future profits. Sunrise has established policies, procedures and processes governing the management of market risks and the use of derivative instruments to manage exposure to such risks. Cash Sunrise invests its cash in highly liquid instruments that meet high credit-quality standards. At 31 December 2024, substantially all of the consolidated cash balance of Sunrise was denominated in Swiss francs. Foreign-currency risk Refer to Note 24 Financial Instruments & Risk in the Notes to the consolidated financial statements. Interest-rate risk Refer to Note 24 Financial Instruments & Risk in the Notes to the consolidated financial statements. Projected cash flows associated with derivative instruments The following table provides information regarding the projected cash flows associated with derivative instruments. The Swiss-franc equivalents presented below are based on interest-rate projections and exchange rates as of 31 December 2024. These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments or receipts required in future periods. For additional information regarding derivative instruments, including counterparty credit risk, see Note 24 Financial Instruments & Risk in the consolidated financial statements. Payments (receipts) due during: Totalin CHF millions 2025 2026 2027 2028 2029 2030 Projected derivative cash payments (receipts), net: Interest-related1 (32.00) (99.00) (98.00) (94.00) (40.00) — (363.00) Principal-related2 45.00 69.00 — 12.00 113.00 — 240.00 Other3 (3.00) — — — — — (3.00) Total 11.00 (30.00) (98.00) (82.00) 73.00 — (126.00) 1Includes (i) the cash flows of interest-rate cap, floor and swap contracts and (ii) the interest-related cash flows of cross-currency and interest-rate swap contracts. 2Includes the principal-related cash flows of cross-currency swap contracts. 3Includes amounts related to foreign-currency forward contracts. 51 Sunrise Annual Report 2024 I Operational & Financial Review

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52 Sunrise Annual Report 2024 I Sustainability Message to Stakeholders 55 Sustainability at Sunrise 57 People 70 People attraction, development and retention 70 Diversity, equity and inclusion 74 Employees’ health and well-being 77 Planet 79 Energy use and climate protection 79 Product design and circular economy 82 Non-ionising radiation (NIR) 85 Progress 86 Network quality and reliability 86 Digitalisation and innovation 88 User protection and satisfaction 91 Governance 93 Privacy and data security 93 Business ethics and governance 95 Responsible supply chain 96 Annex 98 Limited assurance report 123 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Report Financial Statements A glimpse at the future with the next generation: National Future Career Day.

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Sustainability Facts and Figures 53 Sunrise Annual Report 2024 I Sustainability 100% renewable electricity -37% Scope 1 & 2 emissions (market- based) compared to base year 2022 -10% Scope 3 emissions compared to base year 2022 SBTi validated Scope 1,2 & 3 near-term reduction targets >12,000 devices returned via trade-in programmes 100% all-electric cars more than 2,300 network components reused 95% Renewable sources 5% Non-renewable sources Energy consumption

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54 Sunrise Annual Report 2024 I Sustainability ISO 27001 certified ISO 22301 certified ISO 14001 certified 100% success rate: all vocational trainees passed final exams Engagement Score in top 25% of peers EcoVadis platinum medal 99.9% network coverage (mobile and fixed connectivity) 30% 70%

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Message to Stakeholders Dear Readers, We are pleased to share with you the key initiatives and achievements from the latest Sunrise Sustainability Report. 2024 has been pivotal in refining our approach to sustainability, ensuring that we not only meet evolving regulatory requirements but continue to proactively address ever increasing environmental, social and governance challenges. Our commitment to sustainability remains steadfast, and we are excited to highlight our progress across several key areas. In response to the dynamic sustainability landscape, we have undertaken a comprehensive reassessment of our previous double materiality from the year 2022. This process has enabled us to refine our sustainability strategy, ensuring that we are well- positioned for the future, especially considering new non-financial reporting regulations following the spin-off from Liberty Global in November 2024. We have reviewed existing material topics for their continued relevance and integrated new, critical measures. As a result, we have introduced important topics such as "User Protection and Satisfaction" and "Non-Ionising Radiation (NIR)," while consolidating and elevating the significance of supply-chain- related issues. These strategic enhancements reflect our dedication to responsible business practices and long-term value creation. TCFD and net-zero commitments We have made significant strides with the Climate- Related Financial Disclosures (TCFD) framework which is integrated in this report. We successfully completed a qualitative scenario analysis, conducted with the support of external experts. This analysis has provided us with a detailed understanding of both physical and transition risks and opportunities, enabling us to review and implement relevant mitigation measures. Looking ahead, we will conduct a quantitative risk assessment to further strengthen our approach to climate-related challenges. Additionally, we are refining our carbon transition plan in alignment with Switzerland’s 2050 net-zero strategy. A crucial aspect of this effort was the submission and validation of our near-term targets by the Science Based Targets initiative (SBTi), which also includes comprehensive Scope 3 emissions- reduction goals. A circular economy is fundamental to the Sunrise sustainability strategy. This year, we launched several initiatives aimed at keeping our products in use and within the cycle for as long as possible. Our ambition for the coming year is to collaborate closely with business units and our partners to develop a comprehensive, long-term strategy focused on resource efficiency, emissions reduction and innovation. «By integrating circular economy principles into the Sunrise operations, we are driving forward-thinking solutions that not only benefit our business but also contribute positively to the environment and society.» Thomas D. Meyer, Chair of the Audit Committee B2B operations and supply-chain management Sustainability is increasingly embedded within B2B operations. We are currently conducting a screening of our B2B portfolio to identify key impact areas, ensuring that sustainability considerations are integrated across our business activities. In addition, we have intensified our supplier engagement programme, assessing over 100 suppliers on environmental and social criteria. To enhance efficiency and transparency, we are automating supplier assessments through digital tools and data- collection processes. These efforts reinforce our commitment to responsible sourcing and ethical supply-chain management. We are aware that the current geopolitical environment may have an impact on our Scope 3 activities. Commitment to diversity, equity and inclusion Fostering an inclusive and equitable workplace remains a top priority. We placed a strong emphasis on advancing gender representation within the organization and successfully met our 2024 goals through several targeted initiatives. These included increased accountability for leaders, dedicated recruiter training and a reinforced focus on talent development within the company. Additionally, we are proud to have already exceeded our inclusion score target for 2025, demonstrating meaningful progress in our diversity, equity and inclusion (DE&I) 55 Sunrise Annual Report 2024 I Sustainability

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efforts. Overall, our approach to DE&I is deeply integrated into our organizational processes and daily decision-making, and adding value in the most relevant areas. Beyond our internal initiatives, we continue to expand our digital inclusion programmes and encourage employee involvement through volunteering. Recognition Our efforts have garnered external recognition, with a notable improvement in our CDP rating from D to B and a platinum medal awarded by EcoVadis, placing Sunrise in the top 1% of globally rated companies. Additionally, we have achieved ISO 27001, ISO 22301 and ISO 14001 certifications, reflecting our dedication to sustainable, high-quality service for our customers. We are proud of our sustainability achievements to date, and recognise that our journey is ongoing. The challenges ahead require continuous innovation, collaboration and accountability. We remain committed to advancing our sustainability strategy and driving meaningful impact across all aspects of our business. Sincerely, Thomas D. Meyer Chair of the Audit Committee 56 Sunrise Annual Report 2024 I Sustainability

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Sustainability at Sunrise Sustainability strategy Materiality assessment and matrix During the reporting year, Sunrise carried out a comprehensive reassessment of its previous double materiality from the year 2022. On one hand, Sunrise aimed to strengthen the resilience of its materiality by including not only internal but also external stakeholders and experts. On the other hand, the company sees it as best practice to review its materiality on a regular basis and to update it if necessary to take new standards and frameworks as well as regulatory developments in the area of sustainability into account, for example, the topic of biodiversity, which has received increased attention due to its inclusion in new regulations and frameworks. With the support of external experts, a longlist of potentially material topics, gathered from peers, international reporting standards and non-financial reporting obligations in Switzerland and the EU, was compiled as a basis. Afterwards, internal and external stakeholders were asked to assess a shortlist of these topics via survey or interview. All topics were evaluated in terms of their business relevance for Sunrise (outside-in) and the impact relevance of Sunrise within these topics for sustainable development, namely in the context of the environment, society and economy (inside-out). The reassessment resulted in 12 material and three non- material topics, grouped in the four strategic pillars: People, Planet, Progress and Governance, although the latter serves as a foundation for all other pillars and topics. The matrix was validated and ultimately approved by the Sustainability Steering Committee. The updated materiality matrix contains two new topics: "User protection and satisfaction" and "Non- ionising radiation (NIR)" were rated highly and are thus material for Sunrise. Biodiversity, on the other hand, was not assessed as material for Sunrise. Some other topics have been merged or elements within a topic have been removed during the reassessment. The foundation and focus topics are strategically relevant, which also implies that these topics are relevant to internal and/or external objectives across the organization and to Sunrise non-financial reporting. The focus topics at the top right are of the utmost strategic relevance and ambition. The three topics in the bottom left-hand corner were assessed as non-material and are therefore not relevant for reporting purposes. However, these are monitored continuously internally. 57 Sunrise Annual Report 2024 I Sustainability

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Company targets and their contribution to the SDGs As part of its sustainability strategy, Sunrise aims to contribute globally to sustainable development in line with the Sustainable Development Goals of the United Nations (SDGs). From the 17 global goals and 169 sub-targets, Sunrise prioritises nine SDGs to which its business model contributes in particular.2 In line with its material topics and the nine prioritised SDGs, Sunrise has defined ambitious internal and/or external targets for all four pillars. These form the centrepiece of the Sunrise sustainability strategy. Some of these targets are part of the company’s overall sustainability target, which is used as a bonus metric and is therefore relevant for the remuneration of all employees and management. Further information on the remuneration of the Board and management can be found in the Compensation Report. An overview of all Sunrise sustainability targets is presented in the table below. Compared to the previous year, some targets were slightly reformulated. Details regarding the adjustments can be found in the corresponding chapter. Since 2023, Sunrise has also been a signatory to the UN Global Compact and has committed to incorporating its ten principles in the areas of human rights, labor, environment and anti-corruption into the Sunrise strategy and everyday business. 58 Sunrise Annual Report 2024 I Sustainability 2 The content of this publication has not been approved by the United Nations and does not reflect the views of the United Nations or its officials or Member States. Target 4.4 By 2030, substantially increase the number of youth and adults who have relevant skills. By offering vocational training, internships and trainee programmes, Sunrise invests in the education of young people. Furthermore, by providing broad support for further training measures, Sunrise contributes to the employability of its employees and thus also to their long-term financial security. Target 5.8 Enhance the use of enabling technology, in particular information and communications technology, to promote the empowerment of women. Sunrise follows a proactive approach to promoting women in technical areas, providing a range of training courses and mentor/mentee programmes. The Sunrise goal is to achieve an engagement score within the top 25% of its peers by 2025 (which corresponded to a value of ≥8.1 points of a possible 10 points in October 2024). The Engagement Score is measured twice a year as part of an employee survey. People attraction, development and retention Progress in 2024 8.1 points: target on track With a stable value over the past two years, the company is on track to achieve this target by the end 2025. Sunrise strives to be in the top 25% of its peers in 2024 with regard to the statement “I feel that I’m growing professionally” (which corresponded to a value of ≥7.9 points out of a possible 10 points in October 2024). The question is part of an employee survey and an indicator of employee development. Progress in 2024 7.9 points: target achieved

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59 Sunrise Annual Report 2024 I Sustainability Sunrise aims to achieve a share of women in leadership roles of at least 25% by 2030 (base year 2023: 16.9%). This target is connected to sustainability linked debt instruments. Target 5.5 Ensure women’s full and effective participation and equal opportunities for leadership at all levels of decision-making in political, economic and public life. Sunrise promotes women in leadership and management positions. Additionally, it promotes gender balance by engaging in the EqualVoice initiative. Diversity, equity and inclusion Target 10.3 Ensure equal opportunity and reduce inequalities of outcome, including by eliminating discriminatory laws, policies and practices and promoting appropriate legislation, policies and action in this regard. Sunrise promotes a diverse and inclusive culture, through established recruitment processes ensuring appropriate representation of the community and Sunrise customers among its workforce. The goal of Sunrise is to achieve an Inclusion Score average of ≥7.6 points by 2025 (base year 2022: 7.3 points out of 10). The Inclusion Score is measured annually as a part of the employee survey. The value is the aggregate of four values: Fairness, Acceptance, Belonging and Safety. The goal is to obtain the Fair-ON-Pay Advanced certification, which confirms a pay difference that is statistically smaller than 2.5%. Target 8.5 By 2030, achieve full and productive employment and decent work for all women and men, including for young people and persons with disabilities, and equal pay for work of equal value. Sunrise offers its employees fair, equal and attractive remuneration, and benefit offers and opportunities for progression. The company is committed to maintaining gender pay equity among its employees, which is confirmed by the award of the Equal Pay Certificate. Progress in 2024 18.1%: target on track Sunrise increased the share of women in leadership by 1.2 percentage points since the previous reporting. Progress in 2024 target achieved in 2023 (certificate lasts until 2027) Progress in 2024 8.5 points: target exceeded

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60 Sunrise Annual Report 2024 I Sustainability Sunrise aims to maintain the sickness rate below 4% with the ambition of a reduction compared to previous years. Employees’ health and well-being Progress in 2024 3.1%: target achieved Target 13.2 Integrate climate-change measures into national policies, strategies and planning. Sunrise is committed to a science-based and gradual reduction of greenhouse-gas emissions. The Sunrise approach is threefold, focusing on avoiding unnecessary energy use, on increasing its energy efficiency and also on the quality of the electricity it purchases. Energy use and climate protection Sunrise has set itself the goal of reducing Scope 1 and 2 GHG emissions by 51% by 2032 (base year 2022). This target is SBTi-validated (near-term) and connected to sustainability- linked debt instruments. Sunrise is committed to a reduction of 30% of its Scope 3 GHG emissions by 2032 (base year 2022). This target is SBTi-validated (near-term) and connected to sustainability- linked debt instruments. Sunrise aims to reduce the emissions from its vehicle fleet and focuses on its 100% electrification. Cars will be all-electric by the end of 2024, and vans by the end of 2028. Progress in 2024 -27%: target on track (-37% compared to base year 2022) Progress in 2024 -2%: target on track (-10% compared to base year 2022) Progress in 2024 100% all-electric cars: target achieved Sunrise is on track with regard to an overall all-electric fleet by 2028.

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61 Sunrise Annual Report 2024 I Sustainability Sunrise strives to increase the energy efficiency in the network by 10% every year until 2030. This target is connected to sustainability- linked debt instruments. Target 7.3 By 2030, double the global rate of improvement in energy efficiency. Sunrise promotes energy efficiency in its products and networks, with life-cycle assessments (LCAs) and AI among others. Sunrise aims to achieve a total return of 20,000 devices through its trade-in programmes by end of 2025. Target 12.5 By 2030, substantially reduce waste generation through prevention, reduction, recycling and reuse. With the use of environmentally friendly materials for products and packaging, Sunrise strives to avoid plastic and waste. Sunrise collects old devices. These are either refurbished and reused or recycled in an environmentally friendly way. Product design and circular economy Sunrise will consume 100% renewable electricity every year until 2030. This target is connected to sustainability- linked debt instruments. Target 13.2 Integrate climate-change measures into national policies, strategies and planning. Sunrise is committed to a science-based and gradual reduction of greenhouse- gas emissions. The Sunrise approach is threefold, focusing on avoiding unnecessary energy use, on increasing its energy efficiency and also on the quality of the electricity it purchases. Progress in 2024 100% target achieved Progress in 2024 14.3%: target achieved Progress in 2024 >12,000 devices: target on track With more than 18,000 devices returned since 2022, Sunrise is on track to achieve this target by the end of 2025.

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62 Sunrise Annual Report 2024 I Sustainability Non-ionising radiation (NIR) Sunrise is committed to being fully compliant with mandatory radiation-limit values defined by the Swiss government. Progress in 2024 target achieved Sunrise aims to maintain very high network availability of >99.9%, in each mobile and fixed network. Target 9.1 Develop high-quality, reliable, sustainable and resilient infrastructure, including regional and transborder infrastructure, to support economic development and human well-being, with a focus on affordable and equitable access for all. The Sunrise network availability is combining mobile and fixed connectivity and delivers world-leading high-quality high-speed data-connection types. Network quality and reliability Sunrise is committed to achieving a Digital to Call Rate of ≤8% in 2024 which is below the previous year’s level. It indicates how often a customer calls Sunrise after a digital interaction in My Sunrise. A low value indicates successful deflection of calls through self-service. Target 8.2 Achieve higher levels of economic productivity through diversification, technological upgrading and innovation, including through a focus on high-value added and labor-intensive sectors. . Target 9.4 By 2030, upgrade infrastructure and retrofit industries to make them sustainable, with increased resource-use efficiency and greater adoption of clean and environmentally sound technologies and industrial processes, with all countries taking action in accordance with their respective capabilities. Sunrise lays the foundation for companies to drive technological advances and shape the future in innovative ways. Technologies such as 5G, the Internet of Things (IoT) and AI are ready for use, and they are creating plenty of opportunities for innovative companies and for Sunrise itself. Digitalisation and innovation Progress in 2024 target achieved Progress in 2024 8.7% target not achieved The trend of the average annual value compared to the previous year is consistently positive. However, the targeted end-of-year value was not achieved.

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63 Sunrise Annual Report 2024 I Sustainability In 2024, Sunrise aimed to launch a successful pilot of its Digital Inclusion and Volunteering Project with Caritas. This required sufficient registrations from Sunrise employees and the implementation of a stable long-term-oriented project. Target 10.2 By 2030, empower and promote the social, economic and political inclusion of all, irrespective of age, sex, disability, race, ethnicity, origin, religion or economic or other status With discounted mobile and Internet subscriptions for Caritas KulturLegi card holders, Sunrise provides affordable digital access and technology for everyone, including those with fewer resources or in special situations. Digital enablement and inclusion: with the upskilling programme, Sunrise helps people to build the skills and confidence to use computers, tablets and smartphones. Privacy and data security The Sunrise goal is to achieve ISO 27001 Information Security Management System (ISMS) certification every year. Progress in 2024 target achieved Sunrise aims to achieve a 100% participation rate in mandatory e-learning courses every year. These include Code of Conduct, Anti- Corruption, and Security and Privacy. Target 16.5 Substantially reduce corruption and bribery in all their forms. Sunrise is committed to conducting its business in accordance with ethical principles and in compliance with all applicable legal provisions in order to protect the interests of investors, employees, customers and the public. Business ethics and governance Progress in 2024 target achieved Training of employees/volunteers was completed in the second half of the reporting year. The volunteers will start their work in March 2025. Progress in 2024 100%: target achieved

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Stakeholder management Sunrise attaches great importance to regular contact and ongoing dialogue with its stakeholders. In this way, Sunrise aims to improve mutual understanding and create a basis of trust. The aim is to link stakeholder interests closely with the company’s business strategy and to identify trends at an early stage so that they can be incorporated into the strategy process. Sunrise uses a stakeholder map for specific and systematic stakeholder dialogue. The categories of organizations listed below are not exhaustive. They have been selected based on their relevance and possible influence on Sunrise. The company’s stakeholder activities include specific dialogue at local, national and international level, participation in committees and expert bodies, extensive information programmes and participation in international initiatives and cooperation. The stakeholder dialogue includes communication and active interchange with individual target groups and issue-related multi-stakeholder events. Employees Sunrise employs 2,950 people (headcount) in Switzerland and Portugal. Examples of stakeholder engagement: Employee survey, social dialogue with employee representatives (Employee Representation Committee). Key topics: Social partnership, vocational and further training, health and occupational safety, conditions of employment. Customers (B2C & B2B) Sunrise provides services for residential customers (B2C) and for business customers (B2B, including wholesale). Examples of stakeholder engagement: Customer surveys, direct dialogue. Key topics: Product quality, customer satisfaction, responsible business conduct, adherence to sustainability standards (ratings and certifications). Strategic partnerships Sunrise relies on strategic partners which, for example, provide critical infrastructure. Examples of stakeholder engagement: Build to Suit (BTS) agreement with business partner Cellnex relating to antenna sites, partner networks. Key topics: Applicable law and regulations as stipulated. Suppliers and business partners Sunrise procures items from several thousand suppliers, mainly in but also in Europe and even globally. Examples of stakeholder engagement: (New) Tender process, regular dialogue and knowledge exchange. Key topics: Reliable cooperation, responsible business conduct, compliance with laws and regulations, GHG-emissions data. Authorities and legislators For the Sunrise business model, the Department of the Environment, Transport, Energy and Communications (DETEC), the Federal Department of Justice and Police (FDJP), the Federal Communications Commission (ComCom), the Federal Competition Commission (COMCO) are particularly relevant governmental stakeholders. The Federal Department of Economic Affairs, Education and Research (EAER) and the Federal Department of Defence, Civil Protection and Sport are gaining increasing importance. Furthermore, cantonal and community authorities and related associations are also in the scope. Examples of stakeholder engagement: Regular exchange with legislators and authorities, submission of statements during consultation procedures on relevant legislative amendments. Key topics: Regulations regarding: • next reallocation of mobile frequencies • mobile-infrastructure roll-out (especially 5G) • security regulation (foreign-investment control, risk-vendor regulation, military requisition, network resilience in case of power shortage or outage, emergency calls) Associations Sunrise participates in the following associations: • asut, the Swiss telecommunications association (includes sub-working groups, e.g. Sustainability) and cable-network operator association SUISSEDIGITAL • Swico for the Swiss recycling regime and occupational safety • Swiss Union of small- and medium-sized enterprises (sgv) • swisscleantech, association for climate- conscious entrepreneurship • CHANCE5G, as a co-founder and sponsor • Allianz Digitale Inklusion Schweiz (ADIS), as a co-founder and sponsor Examples of stakeholder engagement: Participation through various communication channels (press release, website, social media). Key topics: See regulatory key topics under authorities and legislators; digital inclusion. Media & the public In particular, Swiss daily, economic, financial, consumer and specialist media, as well as European specialist media are interested in Sunrise. 64 Sunrise Annual Report 2024 I Sustainability

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Examples of stakeholder engagement: Regular dialogue with journalists. Key topics: Economic and financial performance, strategy, infrastructure, products and services, and other corporate topics. NGOs Sunrise partners with a number of NGOs, such as Caritas, Wir lernen weiter, Kinderschutz Schweiz and SRK to implement meaningful projects jointly. Examples of stakeholder engagement: Regular dialogue. Key topics: Digital inclusion, hardware and financial donations, Youth Media Protection. Rating platforms and investors For the key clients of Sunrise, EcoVadis and CDP are the most important ratings. Due to the spin-off, other ratings will become even more important in the future, especially for investors. Examples of stakeholder engagement: Dialogue exchange with rating platforms, enquiries from investors, AGM, investor conferences and roadshows. Key topics: Adherence to sustainability standards, sustainability strategy and ESG approach, profitability with stable distributions. 65 Sunrise Annual Report 2024 I Sustainability

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Sustainability organization Sustainability is embedded throughout the company. The ultimate supervisory responsibility for sustainability lies with the Board, with the Audit Committee having specifically defined duties in the statement of purpose (see section on the Audit Committee in the Corporate Governance report). The main strategic responsibility at the executive- management level lies with the CEO, who sets sustainability ambitions and targets and chairs the Sustainability Steering Committee. As a direct report of the CEO, responsibility at top-management level lies with the Vice President (VP) Communications & Sustainability, who oversees the execution of sustainability issues. The VP Communications & Sustainability and the Sustainability Team, which is headed by the Senior Director Sustainability, are responsible for sustainability management. The VP Communications & Sustainability and the Senior Director Sustainability report to the Steering Committee on a quarterly basis on the priority focus areas of the business units. The Sustainability Steering Committee is made up of representatives from a variety of functions within the company who have a key role in driving sustainability initiatives. Its main role is to steer and monitor KPIs and target achievement. It also develops, implements and monitors initiatives and policies based on the sustainability strategy in collaboration with the Senior Director Sustainability and approves funding for projects. In addition, it reviews and advises on current and emerging sustainability issues, risks and opportunities that may impact the business, operations or performance of Sunrise. The Sustainability Working Group consists of members from all management levels. Its purpose is to support the Sustainability Steering Committee and the Sustainability Team with their input and expertise as well as with the advancement and implementation of sustainability activities and initiatives. Some members of the Sustainability Working Group have tasks in their role that are directly related to sustainability projects. Also, for certain cross- organizational topics, such as circularity, there are specific focus groups in place to better align initiatives within the company and the Working Group. As sustainability ambassadors throughout the company, the members of the Sustainability Working Group also act as a "transmission belt" between management and employees, facilitating the exchange of information. At the end of 2023, an e-learning programme addressing sustainability was introduced for the entire Sunrise GmbH workforce, which was completed by more than 80% of the employees two months after the launch and was mandatory for new joiners in 2024 as well. The e-learning programme is structured in line with the four pillars and the material topics and thereby gives employees an insight into the various sustainability issues that are in focus at Sunrise and the structure of sustainability governance within the company. An update of the e- learning programme is planned for 2025 also to take into account new aspects related to the spin-off. 66 Sunrise Annual Report 2024 I Sustainability

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ESG Risk Management Sustainability-related risks are embedded in the company’s overall risk management, which is described in detail in the Risk Management chapter of the Annual Report. The list below provides further information on the Sunrise ESG risk portfolio of 2024. Climate-related risks are mentioned below as well. However, these are discussed in more detail in the TCFD report in the annex. Employees Talent: If Sunrise is unable to effectively attract, develop, and retain high performing talent, this could pose a significant risk to long-term growth, innovation and competitiveness. Key mitigations • Focus on fair reward including regular compensation and benefits benchmarking and equal pay certifications. • Skills-based and leadership development opportunities. • DE&I strategy headed by the CEO with initiatives and a culture focused on positive employee experience, inclusion and wellness. Material topic • People attraction, development and retention • Diversity, equity and inclusion • Employees' health and well-being Climate & circularity See TCFD report: • Escalating carbon and energy costs driven by rising data demand and taxation. • Increasing customer and investor sustainability expectations. • Growing compliance and reporting demands with potential climate litigation risk. • Increasing low-carbon raw-material costs and limited availability. • Insufficient adoption of circular-economy practices and product design efficiency. • Extreme weather events as well as rising temperatures and prolonged heatwaves. Material topic • Energy use and climate protection • Product design and circular economy Network Service performance and resilience: Sunrise infrastructure, whether owned or accessed via a third party, may be vulnerable to disruption or damage from a multitude of events including acute or chronic environmental causes, malicious acts, power outages, security breaches, operational issues, vendor failures or errors. The impacts from disruption can be wide ranging, encompassing harm to the brand and reputation, additional expenditures and even regulatory action. Key mitigations • Critical systems and infrastructure are subject to ongoing assessment to ensure redundancy, resilience and load balancing are appropriately addressed. This mindset also extends to vendor selection and set-up. • ISO 27001 certification: Information Security Management System • ISO 22301 certification: Business Continuity Management System • Mature crisis-management system Material topic • Network quality and reliability Technology Digitalisation and innovation: Technological advances present opportunities to enhance product and service experiences as well as operational efficiency and strategic insight. On the other hand, risks to the relevance of existing products and services as well as the consequences of using new technologies such as AI need to be carefully assessed and managed. Key mitigations • Digital/AI policies and workstreams well established with working protocols • Training/communications for end users • AI community of practice Material topic • Digitalisation and innovation Customers Customer satisfaction: Sunrise strives to provide top- quality customer products, services and tools, but in such a competitive market, any customer dissatisfaction can have direct consequences. Key mitigations • Monitoring customer-satisfaction measures and journey experiences to drive further enhancements. • Offer new products and tailored bundles coupled with stable user experiences, personable interactions and loyalty experiences that cannot be found elsewhere. • Observing political movements and the proposed introduction of new ordinances regarding user accessibility/safety requirements. • Hardware products tested rigorously to ensure they meet all obligations. Material topic • User protection and satisfaction 68 Sunrise Annual Report 2024 I Sustainability

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Cybersecurity Privacy and data security: The sophistication and volume of cyber attacks has been increasing globally. Sunrise systems, or those of its business partners, may be targeted by cyber criminals seeking to exploit vulnerabilities in systems or human interfaces resulting in a range of potential impacts including service disruption, fraud and misuse of information. Key mitigations • Robust information security framework that is designed to identify threats early, allowing appropriate preventative measures to be taken and swift mitigation of incidents. This is also required of all relevant business partners. • Sunrise Cyber Defence department • ISO 27001 certification: Information Security Management System Material topic • Privacy and data security Suppliers Human rights in the supply chain: Sunrise has decreasing visibility and influence over supplier practices the further upstream the supplier is. Any failure to respect human rights is unacceptable. Key mitigations • Sunrise direct activities are designed to meet all human rights expectations. • Compliance with the Swiss Ordinance on Due Diligence and Transparency in relation to Child Labour (DDTrO) including ongoing monitoring. • Sunrise Vendor Code of Conduct required for suppliers covering human rights requirements for supplier compliance. Material topic • Responsible supply chain Business ethics Anti-corruption and anti-bribery laws: Sunrise is committed to fair and transparent operating practices. Any perception that contradicts this undermines trust in the brand and business, and can lead to legal/regulatory consequences. Key mitigations • Anti-Corruption Policy and Gifts and Hospitality Policy and review process implemented. • Whistleblower investigation mechanisms and anonymous reporting channel in place. • Sunrise Code of Conduct and anti- corruption – mandatory trainings given to all employees. Suppliers contractually required to comply. • New suppliers including outsourced service providers follow procurement selection process. Material topic • Business ethics and governance • Responsible supply chain Business ethics Competition and Anti-Trust laws: Sunrise is committed to fair and transparent operating practices but operates in a market with limited participants. Should the regulator decide market practices may unfairly limit competition the consequences can include changes to operating practices, product restructuring or legal consequences. Key mitigations • Legal and Compliance team provides guidance and advice to senior management and business units to ensure compliance with competition law. • Training to employees via Sunrise Code of Conduct including an anti-trust fact sheet: dos and don’ts for contacts with other industry players. Material topic • Business ethics and governance 69 Sunrise Annual Report 2024 I Sustainability

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People People attraction, development and retention Sunrise employees are the company’s most important resource and crucial to its business success. Employer attractiveness is therefore a high priority at Sunrise. It forms the basis for attracting new employees but is also central to their development and retention. To maintain its attractiveness and a high level of employee satisfaction, Sunrise offers its employees a wide range of learning opportunities. By actively supporting the professional growth of its employees, Sunrise aims to maintain a high degree of employee engagement, thereby enhancing employee satisfaction and performance. In addition, training and development opportunities for employees strengthen their employability, which can lead to individual economic security. Through the creation of jobs in the regions in which Sunrise operates, it can contribute further to the attractiveness of those locations and their innovative and economic power. Sunrise fosters the commitment and satisfaction of its employees by embracing a flexible working model that is enshrined in guidelines for flexible working and even for working abroad. This facilitates a range of lifestyles, promotes diversity among employees and rewards performance. The Sunrise Way of Working describes where, how and when employees work, takes individual working and living situations into consideration and offers flexibility and freedom. The basis for a culture in which every employee can feel confident is set out in the Sunrise Code of Conduct. The responsibility lies with the Chief People Officer. Sunrise maintains an active partnership with the Swiss trade union, Syndicom. A new collective employment contract (CEC) with Syndicom was negotiated in 2022 and applied to 63% of Sunrise staff in the year under review. The most senior 37% of employees, including the Executive Committee, are employed under the Terms and Conditions of Employment (TCE), which set out, among other things, termination, holiday and leave, remote work, flexible time, training, insurance and other employee rights and obligations. The Employee Representation Committee is the representative body of Sunrise employees and consists of members from the various business units. It operates in close cooperation with the trade union and is in regular dialogue with the CEO, Executive Committee and People department. In 2024, Sunrise employed a total of 2,950 employees (FTE: 2,858), 98% of whom are in permanent employment. The majority of the workforce (88%) works full-time. Employees are located at the Sunrise headquarters in Zurich, at Bussigny and Manno, and in other office and retail locations across Switzerland. An additional 274 employees are located in a Sunrise-owned call centre in Portugal. A detailed overview of employee data, scope and calculation methods can be found in the Annex. 2,950 employees (headcount) 88% 12% Full-time employees (100%) Part-time employees Attraction & retention Fair and equal recruitment, attractive compensation and benefits, and opportunities for development are critical elements for successful recruitment. Sunrise reoriented strategically its talent-attraction framework in 2023 to advise and support leaders in the recruitment process: • Employer branding: By showcasing its unique culture, values and opportunities, Sunrise is dedicated to creating and transmitting a strong, authentic and inspiring employer brand image. With this approach, it aims not only to attract future talents but also to foster a sense of belonging and purpose among its employees. • Talent sourcing & acquisition: Sunrise aims to build a pipeline and talent network of qualified candidates. It does so by actively seeking and engaging passionate 70 Sunrise Annual Report 2024 I Sustainability

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candidates and experts while valuing inclusivity and diversity. This supports the identification, evaluation and selection of the best complementary candidates in order to find the finest and fastest solution to guarantee continuous resource availability. • Contingent workforce: If short-term resources are required, Sunrise works with stakeholders and external suppliers to maintain a steady workflow. In order to maintain and bond talents, Sunrise offers a contemporary job and reward framework and a wide range of benefits, including a better-than- market pension plan. With the Sunrise Ambassador Plan, employees receive discounted Sunrise products, such as mobile, TV, Internet and landline subscriptions. Their friends and family can also benefit from special offers. Sunrise employees benefit further from extended maternity leave of 18 weeks and paternity/adoption leave of 30 working days. Additionally, Sunrise employees have the possibility to purchase up to three weeks of additional vacation time (time for money) or request between one and six months of unpaid leave. Among others, Sunrise also offers preferential conditions on selected supplementary health insurances and the refund of a Half Fare Travelcard subscription. In 2024, a total of 300 new employees joined Sunrise, while 293 employees left the company. This resulted in an attrition rate of 11%, a one- percentage-point decrease compared to the previous year. 11% attrition rate Fostering employee engagement Engagement is a measure of how committed to, and enthusiastic, employees are about their work and the organization. A variety of factors contribute to employee engagement, including organizational culture, working environment and development opportunities. 8.1 points in engagement score At Sunrise, employee satisfaction is measured in the semi-annual ECHO survey (Engagement & Culture, Hearing the Organisation) through the engagement score, an indicator that includes not only the employee net promoter score (eNPS, likelihood of recommending Sunrise as a place to work) but also the questions relating to "belief" (likelihood of recommending Sunrise products and services to friends) and "loyalty" (likelihood of staying with Sunrise if offered the same job at another organization). The engagement score represents the average score given by ECHO-survey respondents in response to these main engagement questions. In the reporting year, Sunrise achieved an engagement score of 8.1 points (out of 10) and is therefore, so far, on track to position itself within the top 25% of the technology benchmark3 by the end of 2025. In addition, the survey includes questions about the Sunrise values, inclusion, leadership promises and the Sunrise Way of Working. The results are used to design initiatives to work continuously on the company’s culture and give its employees a voice. People development Sunrise ensures inclusive, equitable and high-quality education and lifelong learning opportunities for all Sunrise Annual Report 2024 I Sustainability 71 3 Every quarter, Peakon updates its industry benchmarks using data from the past 12 months, and Sunrise adjusts its target values every October based on the technology benchmark to ensure it remains in the top 25% among its peers.

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employees. This commitment is evident in the significant investment made in developing employees at all levels, including vocational trainees, interns, graduates and in ongoing learning opportunities for all employees and leaders. The communication via the intranet and learning- management system makes sure that all employees are fully informed about the development opportunities available. In 2023 and 2024, Sunrise laid the foundation for a skills-based People Journey. By aligning skills and career goals with the company's strategy, Sunrise creates an environment in which everyone can thrive and contribute to the future success. This approach empowers every employee to take control of their own development and ensures that skills are a central part of development discussions. In October 2024, Sunrise launched its new internal Career and Manager Insights Hubs. With the Career Hub, every employee can easily manage his or her skills and career interests. The more complete the employee’s profile, the better the platform can create tailored recommendations to support career ambitions. This includes suggestions for mentorships, learning activities and internal job opportunities. The Manager Insights Hub gives powerful insights to leaders into their team’s skills, learning history, feedback and interests, empowering them to support their employees in their development. The new Learning Management System (LMS) centralizes all learning content in one easy-to-navigate platform. In the year under review, the Sunrise goal to achieve ≥ 7.9 points4 (out of 10) with regard to the statement "I feel that I’m growing professionally" within its employee survey was achieved. Sunrise Learning Campus The Sunrise Learning Campus forms, together with the new Learning Management System, an integral part of the Sunrise people-development strategy. With a selection of courses, it supports employees in their individual development and prepares them for current and future challenges. Learning opportunities are presented in diverse formats such as digital e-learnings, virtual, face-to-face, hybrid or as lunch & learn events. Among others, the Sunrise Learning Campus offers change-management courses, leadership coaching and training to develop digital competency. With access to content – tailored to individual skill-development interests through AI – from a leading online-learning platform with more than 20,000 courses, the range of learning opportunities was expanded even further in 2024. RiseUP – Leadership Programme RiseUP is a development programme for every leader at Sunrise. Through RiseUP the company creates transparency in defining great leadership and supports leaders in developing the skills and knowledge needed to navigate their role successfully. RiseUP tackles real business challenges and addresses leadership needs distinctively. The programme reinforces cross-functional knowledge and collaboration and provides leaders with opportunities to collaborate with peers from different units and to share best practices, challenges and success stories. The programme was carried out for the third time in 2024 and included a range of learning inputs and power sessions for senior leaders, core leaders and frontline leaders. Topics included strategies for understanding and caring for employees more effectively, enhancing alignment on joint objectives and priorities, and strengthening collaboration across teams and business units. Career start at Sunrise With its Early Careers Programmes Sunrise invests in young talents. Sunrise offers vocational education programmes in five professions (Business Administration, Computer Science, Multimedia, Sales and Customer Service). These offer vocational trainees insights into various parts of the industry. Sunrise further fosters the vocational-trainee community through a range of events and two camps every year. On average, two thirds of vocational trainees are offered a job in the company after their graduation. The year under review was again a very successful one for vocational trainees at Sunrise: with a success rate of 100%, all vocational trainees passed their final exams in July 2024. 199 vocational trainees 39% 61% Women Men 72 Sunrise Annual Report 2024 I Sustainability 4 Every quarter, Peakon updates its industry benchmarks using data from the past 12 months, and Sunrise adjusts its target values every October based on the technology benchmark to ensure it remains in the top 25% among its peers.

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For outstanding vocational trainees, Sunrise offers the "Rising Star" talent programme. It includes additional individual training courses (own projects, supplementary courses, more complex tasks), and work in challenging departments. On top of that, guaranteed employment is offered to these rising stars following their vocational education. In 2024 again, a total of 14 vocational trainees (7% of total vocational trainees)5 benefited from this programme. Proportion of vocational trainees per education programme 17% 17% 18% 38% 11% Business Administration Computer Science Multimedia Sales Customer Service For students Sunrise offers an Internship and a Graduate Programme. The Internship Programme allows university students to gain practical work experience within a specific project while continuing or in between their studies. The Graduate Programme is a comprehensive training and development initiative designed for recent master’s- degree graduates. Spanning 18–36 months, it offers rotations across departments, providing a holistic understanding of the organization. Sunrise provides graduates with personalised support and guidance through mentoring and regular feedback sessions, while also fostering a strong community through various events and learning sessions held throughout the year. Performance management and career journey The most important goals of the Sunrise Talent & Performance Management process are to strengthen the positive and appreciative feedback culture, to create trust and to build on individual strengths. Regular Connected Conversations are the basis for the continuous development of employees. At Sunrise, every employee is in the driving seat for their own performance and development review: the aim is to schedule a Connected Conversation quarterly with the line manager to reflect on performance (setting and reassessment of targets, continuous feedback) and to discuss career ambitions and development opportunities. Career advancement involves more than simply moving up the career ladder; it also means taking on new challenges, responsibilities or developing new skills. In 2024, again 97% of Sunrise employees received regular performance and career-development reviews. 97% employees received regular performance and career-development reviews 73 Sunrise Annual Report 2024 I Sustainability 5 As of: August 2024 (before graduation)

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Diversity, equity and inclusion Sunrise believes that diversity and the provision of equal opportunities for all are critical to an engaging and inclusive culture and the company’s long-term success. The culture is guided by clear values that are set out in the Sunrise Code of Conduct and embedded in the Sunrise DE&I strategy. At Sunrise, diversity, equity and inclusion (DE&I) are represented in its core value #one. This value is reflected in the company’s culture framework and acknowledges the key importance of cultivating an inclusive and diverse culture that provides equal opportunities for all employees and actively prohibits discrimination and harassment. A diverse and inclusive culture not only contributes to the attractiveness of Sunrise as an employer and higher employee engagement, but also promotes inspiration and new perspectives, leading to increased creativity and innovation and thus better business performance. Also, a feeling of belonging at the workplace can positively impact the private social environment of Sunrise employees and consequently influence inclusivity and equal opportunities in the local community. DE&I Strategy Framework In February 2023, Sunrise developed its DE&I strategy, the YouBelong! Strategy Framework, to lay the foundation for fostering a diverse and inclusive culture. It translates into a concise roadmap, which focuses on achieving measurable impacts in two core areas: a) Providing equal opportunities to advance and thrive within Sunrise; and b) Promoting a culture of mutual respect, appreciation and openness to different backgrounds and perspectives. The core people processes and platforms, such as recruitment, learning and leadership development, are designed in line with this Strategy Framework, and focus is also given to creating accountability and backing for the YouBelong! ambitions not just in the human-resources functions, but in the entire organization. Over the past two years in particular, the focus has been very much on treating DE&I not as a siloed initiative, but as an initiative that is embedded in overall decision making and processes, and thoroughly connected to topics of general organizational and business relevance. The responsibility for the implementation and for achieving the relevant KPIs lies with the YouBelong! Steering Committee which includes the CEO and Executive Committee members. Each member of the latter also appoints a YouBelong! Single Point of Contact (SPOC), who is an important point of contact for the particular business units. The SPOCs act as a "Voice of Business" and drive the YouBelong! agenda within the different business lines. Furthermore, the framework is enabled through a multi-sectional set-up of four networks: the Gender network, the Rainbow (LGBTQIA+) network, the Race & Ethnicity network and the Ability & Neurodiversity network, all of which provide safe spaces and regular events for employees to interact and to raise their issues. In the reporting year, the network and business SPOC approach was evolved into a YouBelong! Collective. The clear ambition is to unify the efforts and thoughts of the individual groups, in order to bundle resources, focus on joint ambitions and achieve greater impact. This Collective also includes relevant functional teams such as People or Compliance, to drive the strategic agenda across the organization and to align actions, training and communication with the targets set. The General Counsel & Chief Corporate Affairs Officer is the Executive Sponsor of the YouBelong! collective. 80 nationalities among Sunrise employees Fostering a diverse culture The principles of non-discrimination, equity and inclusion are defined in the Sunrise Code of Conduct. The Code promotes the behavioural values of respect, honesty and dignity. The commitment of Sunrise to diversity and inclusion is further reflected in a number of other policies, such as the Sunrise Anti-Discrimination Policy and the Sunrise Human Rights Policy, which define mediation and complaint procedures and identify the points of contact for complaints, such as the whistleblowing portal operated by an independent partner (see the section Business ethics and governance of this report). All Sunrise employees are required to complete an annual e-learning course on these policies. In 2024, more than 360 employees and managers across all business units participated in a training course about #ONE in Action which focuses on inclusion and equal opportunities in daily working life and on ways to understand and address biases and microaggressions. The overall objective is to gain the basic understanding and skills needed to become a promoter of #ONE culture within Sunrise and to establish individual commitment, team rules and actions with clear accountability. To ensure inclusive recruitment and a fair hiring process, a full- day workshop with all internal recruiters was organized. Also, all members of the Executive Committee completed an external training course covering strong and safe leadership towards fostering an inclusive and psychologically safe working environment. As part of its employee survey ECHO, Sunrise attempts to understand the mood of all its 74 Sunrise Annual Report 2024 I Sustainability

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employees once a year, with a focus on "belonging". The questions address their experiences at Sunrise regarding inclusive behaviour and culture. As part of its company sustainability targets, Sunrise has set itself the goal of achieving an average inclusion score of 7.6 points (out of 10) in 2025 (baseline 2022: 7.3 points). This value is the aggregate of four values from the employee survey: Fairness, Acceptance, Belonging and Safety, each with two questions. In 2024, the survey showed an average inclusion score of 8.5 points (2023: 7.4 points).6 This increase indicates the effectiveness of the DE&I strategy and its actions towards fostering a more inclusive and belonging culture with fair opportunities for everyone.7 8.5 points in average inclusion score (2025 target: 7.6 points) In addition, continuous communication is carried out on a variety of internal channels, with a clear ambition to give people guidance, stress the importance of Sunrise values and also build a bridge to other relevant topics in the organization and for the employees. A very successful example was an event hosted by the Gender Network, focusing and advising on the "Power of Networking". With around 100 participants (around 40% of them male), the topic proved its relevance for all employees, and the team was able to integrate elements of diversity in a subtle but relevant way (e.g. "What may be a good networking approach if you are on the neurodiversity spectrum?"). In June, Sunrise arranged several activities for its employees related to Pride, including an event held for the first time on site at its head office in Zurich – which generated a high level of engagement. In the previous year, Sunrise was awarded the Swiss LGBTI Label (valid for three years). This quality label, which is awarded by the independent NGO of the same name, is recognition of the intensive efforts by Sunrise to promote diversity, equity and inclusion for the LGBTI community. The road towards gender balance Sunrise strives towards gender balance in its own operations, with more women in leadership and management positions. Nevertheless, there is still room for further progress and Sunrise is pursuing this with high priority. For example, the recruitment process was revised in the reporting year, with the integration and recommendation of recruitment standards. In addition, a specific gender ambition was set for each business area to underscore a more proactive approach to promoting diverse teams. To monitor the progress of these internal targets, quarterly reviews by the Executive Committee are in place. The company aims to increase the percentage of women in leadership roles from 16.9% in 2023 to 25% by 2030. With 18.1% of women in these roles in 2024, Sunrise has been able to make some progress towards achieving this goal. A detailed overview of diversity at Sunrise can be found in the Annex. 18.1% women in leadership roles (2030 target: 25%) In addition, Sunrise is part of Ringier’s EqualVoice initiative, which promotes gender equality and enables women to have an equal voice and participation in political, economic and social affairs. This commitment is set out in the EqualVoice charter. Moreover, Sunrise has further strengthened its commitment to gender equality in the Swiss economy with the Advance Diversity charter. With the help of the EqualVoice algorithm the gender balance in Sunrise press releases and social- media channels is measured, with the ideal factor being 0.5, which means equal gender representation. Over the past three years Sunrise has achieved an improvement in its PR EqualVoice factor, which has now stabilised. Initially 0.07, it is now 0.55 for title, 0.19 for text and 0.48 for images used in PR. LinkedIn communication is currently 0.39 for texts and 0.5 for images (originally: 0.06). Sunrise Instagram video reels were added in the previous year and increased to 0.5 in 2024. 75 Sunrise Annual Report 2024 I Sustainability 6 Adjusted values and change from % to point scale due to change in tool and new calculation method. In the Sunrise Impact Report 2023 a target value of 78%, base year value of 75% and a 2023 value of 76% was disclosed. 7 It is acknowledged that part of the increase in the score may be due to the higher participation rate (53% in 2023, versus 84% in 2024). However, detailed analysis shows clear improvements also in sub-group comparisons (e.g. female employees), which indicates that the increase does not come solely from a higher number of participants in the majority group.

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Through its membership of Advance, Switzerland’s leading business association for gender equality, the company provides training courses for women (e.g., Improving Negotiation Skills) and has set up a mentoring programme in which talented women are paired with a mentor at executive-management level to develop women for leadership positions in the long term. Sunrise also participated in the Gender Intelligence Report 2024 from Advance and the University of St. Gallen, which focuses particularly on power distribution and corresponding gaps and potential measures to create more gender equity. Further supporting activities related to gender balance include the celebration of International Men’s Day 2024 and International Women’s Day 2024. The focus of the latter in the reporting year was on the topic of "parenting", with online sessions accessible to all employees For International Men’s Day in November 2024 the topic of nutrition & energy was given central importance in a keynote speech introduced by the General Counsel & Chief Corporate Affairs Officer. Sunrise is committed to maintaining gender pay equity among its employees. This is confirmed by the Equal Pay Advanced Certificate, which guarantees that the pay difference is statistically smaller than 2.5%,8 and which Sunrise was awarded in September 2023 to last until 2027. <2.5% pay difference 76 Sunrise Annual Report 2024 I Sustainability 8 The tolerance threshold set by the Swiss government is 5%

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Employees’ health and well-being The physical and mental well-being of employees is a high priority at Sunrise. The company offers a wide range of health-promotion services and aims to ensure that its employees feel good, are fit and motivated. The Sunrise business activities pose only very low risks of injury. The main focus is therefore on health and well-being rather than safety. The company’s health concepts concentrate on maintaining and sustaining the physical and mental well-being of its employees — both in the short and long term. These measures contribute to the resilience and employability of employees, andthereby ultimately to their economic security. Furthermore, employee well-being and resilience form the basis for the continuous and high-quality delivery of Sunrise products and services, and for its continued economic profitability. Sunrise health management and frameworks Health protection and well-being are governed by comprehensive concepts which are based in the Sunrise Code of Conduct and the Sunrise Occupational Health and Safety Concept. Additionally, Sunrise has issued various factsheets on the processes that address sickness and accidents. The responsibility for health and well-being topics lies mainly with the People department. Sunrise health management is based on the three pillars "Prevention", "Early detection" and "(Re-)integration" to ensure a holistic view of health and sickness. Health management at Sunrise is intended to help reduce absences in a targeted and preventive manner, provide employees with comprehensive support in challenging times and facilitate (re-)integration. Sunrise has generous sick-leave insurance ensuring payment of 100% of the salary (net) for up to 730 days and in the case of occupational and non- occupational accidents Sunrise insures 100% of the net salary and with this goes beyond the coverage of the mandatory accident insurance. Furthermore, employees benefit from supplementary accident insurance. This covers, among other things, medical treatment in a private ward in the case of hospitalisation, and additional services such as search-and-rescue costs. In 2024, Sunrise conducted a project with an external consultant and various stakeholders within People and the wider business with the aim of clarifying and optimizing responsibilities and processes around absences due to illness and accidents. Following the end of the project, Sunrise conducted training courses on absence management for leaders and provided a training session on the topic "Authentic 1:1", giving advice on how to communicate and interact with employees, particularly in difficult health-related situations. Promoting health and well-being Sunrise aims to promote lastingly the health and well-being of its employees and to boost their motivation through market-competitive working conditions and benefits. For that, Sunrise offers various benefits and incentives to its employees, such as the possibility of extended vacations, including vacation purchase and unpaid leave, or the Sunrise Sport offers (e.g., running, yoga, boot camp, free entry tickets to the Ambassador House gym and more). Also, every year free flu vaccinations are available to all employees. Furthermore, professional psychological counselling is provided via Lyra (formerly ICAS), an external EAP provider (employee assistance programme), for all employees and members of their household who are experiencing difficulties with professional, personal, family, health or social issues. Sunrise informs employees about the programme through various channels, and also offers webinars and training sessions on mental health. Over the past three years, Sunrise has given special focus to mental health. For example, the company is working with Headspace, offering all employees and five friends and family members access to the science-based mindfulness and meditation app, which includes exercises for better sleep, improved concentration and reducing stress. In addition, live meditation events are organised on a regular basis by the Headspace team. Sunrise receives monthly, aggregated engagement reports from Headspace to review which content is being used most intensively. This information is used to develop and organise further specific initiatives together with Headspace, such as webinars, addressing these topics (e.g., sleep, stress or anxiety). Sunrise also regularly celebrates World Mental Health Day in October and Mental Health Awareness Month in May. In 2024, Sunrise celebrated the global Mental Health Awareness Month with the theme "Where to Start", offering opportunities to share experiences, initiate open and honest conversations about mental health and provide learning opportunities towards prioritising mental well-being. A number of events, such as several keynotes, booths with representatives from Benefits, Health Management, Sunrise Sport and the YouBelong! Network Neurodiversity & Ability, took place at Ambassador House, in Bussigny and online that offered opportunities to connect and chat. This year’s Mental Health Day event focused on the crucial connection between gut health and mental well-being. In line with the keynote's theme, Sunrise has been partnering with Healthynate, an external health coach and certified nutritionist, for over a year. Together, they regularly provide engaging keynote events and an insightful blog-post series on the intranet, focusing on nutrition, exercise and balance, thus promoting the holistic health of employees. 77 Sunrise Annual Report 2024 I Sustainability

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The Sunrise Health & Wellbeing team and the Sunrise YouBelong! team also collaborated on various occasions to support employee well-being with a unified approach. For example, they jointly organized an engaging panel discussion covering "High Performance in Sport: Balancing Success and Mental Strength," during which employees and external partners, including Healthynate, shared their experiences and strategies. The aim of Sunrise is to keep the sickness rate below 4%, with the ambition of a reduction compared to previous years. For the year under review, Sunrise experienced a sickness rate of 3.1% and thus achieved its target. To assess the effectiveness of its measures, Sunrise monitors its monthly HR reports in which the company tracks and analyses the number of short- and long-term sicknesses. Sunrise also receives an annual report from its EAP provider, which provides insights into the number of cases and pressing issues such as depression or anxiety. 3.1% sickness rate 78 Sunrise Annual Report 2024 I Sustainability

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Planet Energy use and climate protection Climate change affects all of us. With its approach to energy use and climate protection, Sunrise aims to reduce direct and indirect greenhouse-gas (GHG) emissions along its entire value chain and to mitigate risks and negative impacts to the environment and affected stakeholders. Sunrise can improve its environmental footprint by reducing its energy use within its own operations. Nevertheless, the lion’s share of GHG emissions clearly is generated indirectly in Scope 3 emissions, particularly in the upstream value chain. Therefore, Sunrise includes its suppliers in GHG-reduction initiatives. In this way, Sunrise not only has a positive impact on global warming but also minimises exposure to possible future taxation, regulation and risks regarding energy-price fluctuations, which can ensure business stability in the medium and long terms. Setting the framework for energy use and climate transition The first element in the overall environmental strategy of Sunrise focuses on the reduction of GHG emissions, rather than the use of GHG-emission offset instruments. Nevertheless, Sunrise will examine options for complementary GHG-reduction instruments, such as carbon-removal projects, in the coming years. The Sunrise climate-transition strategy is based on establishing and achieving emission-reduction targets in line with scientifically defined best practice. The business has currently established near-term emission-reduction targets with a view to developing long-term net-zero targets as the next priority. By setting reduction targets, Sunrise strives to reduce GHG emissions in its own operations and in its value chain. Specifically, the company aims to: • Reduce its total scope 1 & 2 GHG emissions by 51% by 2032 (base year 2022) • Reduce its scope 3 GHG emissions by 30% by 2032 (base year 2022) These targets are aligned with the 1.5°C near-term reduction path defined by the Science Based Targets Initiative (SBTi). Validation of the targets by SBTi was completed in 2024. To achieve its goals, Sunrise has established an environmental-management-system approach that reports, evaluates and monitors progress towards its reduction targets. The environmental-management system was implemented at the end of 2023 and successfully passed the surveillance audit in accordance with ISO 14001 at the end of 2024 without any non- conformities. The company also disclosed its energy consumption and resulting GHG emissions to the Carbon Disclosure Project (CDP) and improved its rating from D to B in 2023. Some of the environmental targets are also connected to sustainability-linked debt instruments such as Scope 1 & 2, and Scope 3 reduction targets and the 100% renewable-electricity target (see the section Sustainability-linked debt instruments of this report). In order to establish rules and a common understanding of the topic, the Sunrise Environmental Policy serves as a reference document that sets out the company’s commitment to acting in accordance with international frameworks such as the United Nations Sustainable Development Goals (SDGs) and the 2015 Paris Climate Agreement. The Policy aims to guide the actions of all employees, members of the Executive Committee, business partners and other representatives of Sunrise. The Sunrise Vendor Code of Conduct and other related internal guidelines complement the Environmental Policy with a focus on the upstream value chain. Owing to the broad subject area, responsibility for operational implementation and target achievement lies with several members of the Executive Committee, including the Chief Financial Officer, Chief People Officer, Chief Consumer Officers and Chief Executive Officer. Following the spin-off, Sunrise is now subject to the Swiss ordinance on climate disclosures. As a result, climate-related impacts, risks and opportunities in accordance with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) are published for the first time in 2024 in this report (see TCFD Report). GHG reduction efforts within Sunrise operations The GHG emissions caused by Sunrise operations (Scope 1 and 2) account for approximately 1% of the total GHG emissions caused by Sunrise in 2024 (market-based). These include heating, cooling and electricity for the offices and shops as well as emissions from the Sunrise vehicle fleet and network infrastructure, such as mobile sites and data centres. The Sunrise energy consumption, with a total of 190 GWh in 2024, has a direct impact on its GHG emissions and is therefore one of the main drivers towards achieving its Scope 1 and 2 reduction targets. The Sunrise approach is threefold and focuses on avoiding unnecessary energy use, on increasing its energy efficiency and also on the quality of the electricity it purchases. In order to fulfil the latter requirement, Sunrise has committed to purchasing 100% renewable electricity. Additionally, as a member of the Energieagentur der Wirtschaft (EnAW), Sunrise GmbH (Switzerland) has voluntarily committed itself to measurable targets for 79 Sunrise Annual Report 2024 I Sustainability

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energy savings and has defined measures to increase its energy efficiency, e.g., in its network. The network site’s power and HVAC infrastructure, new-technology adoption and rollout as well as the decommissioning of various platforms are highly relevant for direct energy consumption. Various measures and multi-year programmes within the fixed and mobile networks of Sunrise are already in place to increase energy efficiency. For example, energy efficiency is an important criterion in the selection of new network equipment when replacing old technologies. Other measures include artificial intelligence (AI) for the energy optimization of mobile sites or contributing to the local community by providing the waste heat produced at various sites. These measures amount to close to 12GWh in energy optimization, which equates to the annual electricity consumption of a Swiss community of around 2,500 households. Nevertheless, to profit from existing industry expertise and knowledge Sunrise collaborates strongly with a number of external companies, incorporating their broad expertise in energy efficiency into future plans. In 2024 Sunrise achieved a reduction in Scope 1 and 2 emissions of 27% compared to 2023. This significant improvement is also driven by a relatively high reduction in emissions from emission-intensive refrigerants used to cool technical infrastructure. This decrease is mainly due to infrastructure consolidation, a relative high number of cooling system replacements and below-average defects in 2024. Sunrise is also focusing on energy measures in office and shop facilities. The Sunrise headquarters building, Ambassador House, is characterised by its environmentally friendly, efficient and sustainable construction. This is demonstrated by the award of the highest-possible platinum certification level from LEED (Leadership in Energy and Environmental Design). While most relevant office locations use heating sourced from the municipality, the heat supply in the shops is more diverse: alongside municipality-sourced heating, natural gas, diesel and fuel oil are also used. Sunrise aims to take environmental criteria into greater consideration when selecting sites. For Sunrise and its employees, quickly implemented measures, such as switching to LED lamps and sensor-controlled lighting or switching off computer monitors on desks before leaving the office, are a matter of course. For shop locations, a lighting concept has been established. The company’s vehicle fleet with 353 cars and vans is another directly controllable emission factor. It accounted for over 50% of Scope 1 emissions and about 0.4% of total emissions in 2024 (market- based). In 2024, Sunrise continued implementing its electrification scheme and was able to transform its company car fleet completely to all-electric operation; company vans are to be converted by 2028 at the latest9. This resulted in a 37% decrease in emissions from the Sunrise vehicle fleet compared to 2023. Detailed information regarding energy consumption and Scope 1 and 2 emissions are disclosed in the Annex. 100% renewable electricity Total Scope 1, 2 and 3 emissions (market-based) in tCO2e 1’204 Scope 1 454 Scope 2 165’213 Scope 3 Total Scope 1, 2 and 3 emissions (location-based) in tCO2e 1’204 Scope 1 4’359 Scope 2 165’213 Scope 3 80 Sunrise Annual Report 2024 I Sustainability 9 The Sunrise goal of converting its own fleet to 100% electric until 2028 applies only to Sunrise GmbH.

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GHG emissions in the indirect value chain In 2024, Sunrise continued compiling a comprehensive dataset for its Scope 3 emissions. It shows that over 99% of its total GHG emissions (market-based) are generated in the upstream and downstream value chain. These emissions were reduced by 2% from 2023 to 2024. The largest proportion of Scope 3 emissions is attributed to purchased goods and services, which account for over 77% of the total GHG emissions (market-based). Other material categories of Scope 3 emissions include capital goods, fuel- and energy-related activities, transportation and distribution, business travel and employee commuting, and downstream leased assets. Data is also collected for downstream transportation and distribution, generated waste and the use and end-of-life treatment of sold products. However, as these categories together account for about 0.3% of total emissions (market-based), they are not the focus of the GHG-emissions reduction strategy. For its suppliers, Sunrise currently collects specific emissions data for approximately 40% of suppliers, with a view to increasing this figure in the future to ensure that supply-chain emissions are accurately represented. Sunrise has a strategic-procurement vendor-engagement programme in place, through which relevant suppliers receive a questionnaire to disclose their Scope 1, 2 and 3 GHG emissions on an annual basis. The supplier is expected to implement sustainable procurement practices with transparency throughout its supply chain and take concrete measures to reduce its environmental impact, aligned with global climate initiatives. The commitment and involvement of suppliers will be further intensified in the future in order to increase the share of direct-supplier data and ultimately to reduce the upstream GHG emissions of Sunrise. Emissions from the purchase of goods, services and capital goods, such as mobiles and devices, CPE or network investments, totalled 148,815 tCO²e in the reporting year, a reduction of –1% compared to the previous year, despite a similar purchase volume. Emissions due to transportation and distribution amount to 4,955 tCO²e (–17% compared to the previous year) and accounted for approximately 3% of all emissions in 2024 (market-based). Sunrise strives to enhance data collection and calculation by collaborating with its logistics partners and collecting data or emission factors directly from them. In addition, options are being examined that could shorten the routes for refurbished products, for example. Measures that reduce packaging and thus make transport more efficient (due to transporting more products per journey) can be found in section Product design and circular economy. In 2024, Sunrise continued working on its mobility concept which is based on data collected in 2023. This dataset includes an employee survey on commuting10 and business travel. The company also organised workshops with participants from various business units and an external expert, which serves as the basis for a mobility concept. The concept, including push and pull measures for commuting and business travel, will be developed in more detail over the next few years. In the reporting period, mobility-related emissions decreased by 2% and amounted to approximately 2% of total market- based emissions. The downstream carbon footprint of products can be divided between customer-premises equipment which enables the provision of Sunrise services in its customers’ homes, such as modems and set-top boxes, and other third-party products, such as TVs and mobile phones. The former caused around 3% of total emissions in 2024 (market-based) and are accounted for in downstream leased assets, as ownership is not transferred to the customer. The Sunrise focus lies on material use and energy consumption in order to increase the environmental performance of these products. Third-party products are included within the use and end-of-life treatment of sold products. In total, 5,668 tCO²e (+3% compared to the previous year) have been generated within these three categories. Further information is provided in section Product design and circular economy. Distribution of emissions in Scope 3 93% 2.5% 3.5% 1% Supply chain¹ Workforce² Products³ Other operational emissions⁴ 1 Purchased goods and services, capital goods, upstream transportation and distribution 2 Business travel, employee commuting 3 Downstream transportation and distribution, use of sold products, end of life treatment of sold products, downstream leased assets 4 Fuel- and energy-related activities, waste generated in operations A detailed overview of environmental data can be found in the Annex. 81 Sunrise Annual Report 2024 I Sustainability 10 Commuting also includes homeworking emissions. While SBTi considers these emissions as optional, Sunrise chooses to report them.

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Product design and circular economy A significant portion of the environmental impact of Sunrise occurs during the manufacturing of acquired products, transport, use and disposal of its products. Sunrise therefore promotes circular economy by keeping products in service as long as possible through repair and refurbishment initiatives. Products that are at the end of their life are recycled responsibly. Furthermore, Sunrise approaches the design of products and services from a life cycle perspective by focusing on the use of sustainable resources, such as recycled materials, and energy efficiency. Through the efficient use of materials, the reduction of product packaging, plastics and waste/e-waste, Sunrise aims to mitigate its environmental impact and to meet its customers’ needs. The company’s goal is to move gradually towards a circular economy across its entire value chain, including third-party products that are distributed by Sunrise, such as mobile phones. With concepts such as "Device as a Service" becoming increasingly important, Sunrise is focusing not just on the circularity of its products, but also of its services. Sunrise has started this journey by actively engaging its clients in its circular economy. Furthermore, circular measures and recycling can have a positive financial impact and strengthen the supply security of scarce resources. The framework for the responsible use of materials and circular-economy initiatives is set out in the Environmental Policy. Sunrise aims to expand the range of products and services with an environmentally friendly design. A core team has been assembled to create jointly a roadmap and to discuss and track measures and successes on a regular basis. The responsibility for implementation lies with the Chief Executive Officer, Chief Consumer Officers and Chief Technology Officer. Driving innovation for sustainable products and services When it comes to Sunrise devices such as modems and set-top boxes, the focus is on durability, repairability and low power consumption. Sunrise is committed to smart resource management using recycled materials and environmentally friendly packaging that result in reduced plastic and waste. As sustainability and innovation can and should go hand in hand, Sunrise ensures that environmental requirements are addressed from a life-cycle perspective. 82 Sunrise Annual Report 2024 I Sustainability

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The biggest leverage lies in improvements to the power consumption of devices, as over 80% of their emissions come from energy consumed during their use. With the development of the new model of TV Box (Apollo V1+), which was launched on to the market in 2024, Sunrise has succeeded in reducing its power consumption to 3.68W, compared to the device previously in use (Apollo V1: 4.43W in active mode). In 2025 Sunrise will also replace its TV remote control with a new generation which will extend battery life from two to seven years. The Sunrise modem, launched in October 2023, consumes 55% less energy than its predecessor. Sunrise strives to adjust its products’ hard- and software continuously, e.g., through new power- saving features such as Eco Mode, in order to improve energy efficiency further. This will contribute positively to the reduction of Scope 3 emissions by Sunrise (see the section Energy use and climate protection). The mid-term target (2027) is to achieve the European Ecodesign Directive target for standby-power consumption of a maximum 7W for connectivity devices. In order to reduce its products’ footprint further, Sunrise incorporates eco-friendly materials in production as well as packaging. The most sustainable choice for enclosure material is recycled plastic. The enclosures of the current generation of Sunrise TV Boxes are made from 100% recycled plastic. The latest generation of Sunrise modems for all access technologies in use – from DSL and HFC to Fibre – are manufactured using 100%-recycled plastics for the enclosure, sourced from waste from electrical and electronic equipment (WEEE), which is post-consumer material. For the packaging of these devices, Sunrise uses recycled cardboard, paper and industrially compostable polylactide (PLA) bags, eliminating single-use plastics. Traditional plastic twist ties for cable bindings have been replaced with wrappers made from paper and paper twist ties. To minimize shipment-related emissions, Sunrise is aiming to increase bulk packaging instead of unitary packaging. This means that less material is required, and pallet space can be utilised more efficiently, leading ultimately to fewer journeys by logistics partners. Additionally, the logistics partners are using eco-friendly packaging for transportation. Furthermore, customers now receive guidance as to whether a device is eligible for refurbishment and should be returned, or if it is at the end of its useful life and should be recycled sustainably – either by themselves or through a Sunrise shop. The goal of this approach is to repair, reuse or resell products if technically feasible, but also to avoid returns of products that are at the end of their life. The latter helps to prevent transportation emissions since the intermediate step of shipping the devices to a logistics partner can be skipped and the processing costs of obsolete products can be reduced. In the future, instructions for the handling of accessories such as cables will be issued. 100% recycled plastic for enclosures of the current generation of Sunrise TV Boxes Buyback, Smart and Flex Upgrade By committing to the principles of the circular economy, Sunrise is embracing efficient resource management through its Smart Upgrade, Flex Upgrade and Buyback programmes. These initiatives promote environmental responsibility by extending the lifecycle of electronic devices, reducing electronic waste, and encouraging reuse and recycling. This reduces the demand for new device production, lowering associated carbon emissions and resource consumption. Flex Upgrade: Customers are offered a flexible upgrade path, enabling them to switch to newer devices more frequently. However, if customers prefer to use their new device for as long as possible, Flex Upgrade allows them to have it repaired at any time if it is damaged, in order to ensure the longest- possible useful life. Even though this approach may promote consumption, the upgrade option offers simplified access to repairs at no extra cost. In addition, the device and the valuable raw materials it contains are being retained within a cycle: either by repairing the device or by ensuring that it is returned to Sunrise instead of being thrown away or left unused. Devices that are returned are either refurbished and resold, or recycled. Smart Upgrade: Through the programme customers are eligible to trade-in their old devices for newer models every 24 months. This allows for functional devices to be refurbished and resold rather than discarded, preventing valuable resources from ending up in drawers. Buyback: The programme offers customers an easy way to sell their used mobile phones, tablets and smartwatches back to Sunrise. These devices are refurbished for resale through partners or responsibly recycled if they are no longer functional. The Buyback discount on the new device incentivises customers to return their old devices instead of discarding or leaving them to end up in a drawer. The programmes resulted in a significant increase in traded-in devices, with more than 12,000 devices returned in 2024. Compared to 2023 this corresponds to around a four-fold increase. These numbers highlight the growing popularity of the initiatives which are integral to the Sunrise sustainability strategy. They provide economic benefits and unique customer experiences while playing a crucial role in reducing the company’s 83 Sunrise Annual Report 2024 I Sustainability

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environmental footprint. As Sunrise moves forward, it remains committed to enhancing these programmes and exploring new ways to promote sustainability in its operations. The Sunrise goal for overall returns is 20,000 devices by 2025.11 >12,000 devices returned via trade-in programmes in 2024 Reuse of network components In 2017 Sunrise initiated a pilot project to test the reuse of parts of dismantled radio installations on new sites. After the pilot proved to be successful – around 100 items were reused – the programme was extended to all projects involving the dismantling of radio hardware. As a result, the number of retained and reusable components was increased to 5,000 to 6,000 per year. In order to gain a better overview of all the dismantled and available parts Sunrise entered into a partnership with Axians in 2021. As a result of this collaboration, two new tools were developed: AxiTrack and AxiShop. AxiTrack is used by on-site employees to record and subsequently track the dismantled equipment which is delivered to the partner’s warehouse for evaluation and refurbishment. Material that cannot be reused is automatically scrapped to avoid unnecessary shipment. In AxiShop refurbished components can be ordered by Sunrise employees for new projects to avoid the need to buy new hardware. Parts that estimates suggest will not be used throughout the year by Sunrise are sold to another European partner for resale to other companies or for recycling to yield valuable raw materials. Since the start of the project (2021) more than 7,500 components have been reused; more than 2,300 were reused on the network for various projects in 2024 alone. more than 2,300 network components reused 84 Sunrise Annual Report 2024 I Sustainability 11 The target has been reworded slightly to refer to “overall returns”, due to the introduction of new trade-in programmes. Previously it was defined as “bought-back devices.”

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Non-ionising radiation (NIR) With the increasing number of people using 5G, continuous technology improvements and innovation are crucial. Public voices questioning the safety of these latest technologies, in particular with regard to electromagnetic fields, are taken seriously by Sunrise. Sunrise operates a nationwide physical public mobile network that uses non-ionising radiation (NIR) to enable wireless communication. The World Health Organization has found that "to date, and after much research performed, no adverse health effect has been causally linked with exposure to wireless technologies. Provided that the overall exposure remains below international guidelines, no consequences for public health are anticipated." Nonetheless, NIR remains part of the public discourse and Sunrise faces the potential risks of new regulations and negative reputation. In turn, new technology using NIR as a transmission resource offers business opportunities for new and improved connectivity technologies. NIR standards and regulation To prevent any negative consequences, the Swiss government has issued the Ordinance on Non- Ionising Radiation (ONIR) that regulates limits and stipulates precautionary measures. These limits are ten times stricter than the limits given by the International Committee on Non-Ionising Radiation Protection (ICNIRP), which are used in EU countries and globally. Sunrise adheres to the requirements of the ordinance and was fully compliant with the mandatory radiation-limit values in 2024. The company has implemented a Quality Policy and a certified management system for NIR, which provides specific guidance on this topic for Sunrise management, employees, suppliers, business partners and their subcontractors. Within Sunrise, the responsibility lies with the Chief Technology Officer and the General Counsel & Chief Corporate Affairs Officer. As part of the ISO 9001-certification audit 2024, the topic of NIR was addressed and reviewed. Sunrise passed the ISO 9001 certification in the reporting year without any deviations. The certification audit verified that all aspects of the system are in place, functional, kept up to date and being developed further. Included in this issue are the design and planning (engineering) of mobile radio base stations, and their implementation (deployment) and operation in collaboration with external service providers. Further, the measurement, monitoring, correction and optimization (controlling) of mobile radio base stations, in particular with regard to electromagnetic fields with an influence on non- ionising radiation, were part of the audit. Also included were the corresponding operating data and reporting. Developments over the past few years With an increase in regulation, stricter planning zones, longer-lasting building permits and initiatives against 5G, Sunrise is operating in a challenging environment. For example, during the reporting year the Federal Court issued a judgement that, for the activation of certain parameters of 5G technology, a full building-permit procedure must be followed instead of the simplified procedure for minor changes. Within a short time period, this affected several hundred permits. Subsequently, a project for those full building permits had to be launched and a new project manager nominated for this. Partners were asked to increase the resources available for preparing the applications to the authorities. Engagement to build and transfer knowledge In order to ensure a continuous exchange of knowledge and experience within the field, Sunrise is a member of various organizations and working groups. For example, Sunrise is a co-founder and sponsor of CHANCE5G, an information platform covering 5G technology, radiation and health, and 5G and sustainability, among other topics. Furthermore, Sunrise co-initiated the foundation of Swiss Research Foundation for Electricity and Mobile Communication (FSM) at ETH Zurich. The foundation promotes scientific research on the opportunities and risks of technologies that generate and use electromagnetic fields (EMF) and is involved in the publication and communication of research results. Sunrise also engages in the working group on Mobile Radio and Radiation initiated by the Federal Office for the Environment (FOEN) and composed of a variety of stakeholders: permitting authorities, mobile operators, scientists and opponents of mobile communication. During the reporting year, the focus lay on short-term improvements for the purposes of the Ordinance for Non-Ionising Radiation, such as more realistic attenuation values for materials and patterns. For further improvements and preparation of the regulatory base for new mobile licences due in 2027, Sunrise shared suggestions and proposals with the Federal Office and the other stakeholders and was an active participant in the discussions. 85 Sunrise Annual Report 2024 I Sustainability

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Progress Network quality and reliability Good connectivity and stability are key to product quality for a telecom-services provider and also have a significant economic impact on customers, suppliers and employees. Network and service quality — including bandwidth, availability, latency and packet loss — are of great importance, as they directly enhance the reputation that Sunrise enjoys, attract new customers and reduce customer turnover. Since businesses and individuals expect constant connectivity, good mobile reception and data throughput to be available everywhere, any failure to provide these services could have severe consequences for Sunrise as a business. Sunrise therefore aims continuously to reduce the number of network incidents in general and to ensure high-quality network performance through a dedicated and ISO 22301-certified business-continuity management system (BCMS). Sunrise is aware that its products and services also have a substantial indirect economic impact along its entire value chain. Telecom services, for example, make it possible to work from home and lead to greater crisis resistance. Other indirect economic impacts relate to the development of peripheral regions and the promotion of new technologies with a variety of positive effects. For Sunrise in turn, these services are an opportunity to grow its business. Sunrise is dedicated to providing secure and permanent access to telecom services for information exchange within the community and the economy, and to ensuring good connectivity and stability for all customers. To do so Sunrise continuously invests in the coverage and expansion of its networks and in the roll-out of new technologies. The responsibility for delivering a secure, stable network and best-in-class service quality lies with the Chief Technology Officer and the General Counsel & Chief Corporate Affairs Officer. Reduction in network incidents The goals at Sunrise are to decrease network incidents generally and to maintain high network- performance quality levels. To avoid any negative consequences, such as network failure, the company has implemented measures — from network infrastructure to service platforms — with strong redundancy and fallback mechanisms wherever and whenever required. With the implementation of preventive strategies and proactive detection methods, Sunrise aims to reduce the duration and frequency of outages and to identify them before they start affecting service quality. Sunrise constantly evaluates, monitors and improves the measures in place. In 2024 this resulted in a reduction of around 6% in network-related incidents in the medium-to-high-customer-impact incident categories. This is a further strong indication that the Sunrise network is becoming more robust and reliable in terms of service availability. In addition, ongoing upgrades and improvements to various platforms, such as the Sunrise TV and mobile service, have resulted in better stability and performance and ultimately improve the customer experience. -6% in network-related incidents Assurance of business continuity To identify outage risks early, prevent outages, continue business operations in crisis and emergency situations, and provide customers with critical telecom services in the best way possible in any situation, Sunrise operates a robust business- continuity management system (BCMS) designed to address situations where damage to infrastructure or outages may arise from natural disasters, pandemics, attacks or similar events. The system also includes specific plans to mitigate and manage potential disruptions across the company’s business processes, systems and data centres and also takes into consideration the interfaces to its suppliers. With its BCMS, Sunrise defines the requirements for planning, structuring, implementing, monitoring and continuously optimizing processes in all business areas and at all business levels. This holistic risk- assessment approach ensures that employees are fully aware of the processes applicable in the event of a crisis so that they can be followed systematically. It minimises any significant disruption to telecom services and business activities in an emergency. Sunrise achieved ISO 22301 certification for its BCMS at the first attempt and is one of the few telecom- services providers among more than 300 in Switzerland to be certified to this standard. ISO 22301 is a premium standard with strict rules governing outage prevention, mitigation, response and restoration of business continuity. The effectiveness of the measures was demonstrated in 2024 by the example of the Misox, a valley in the canton of Graubünden, where severe weather damaged part of the cable route which carried the communication lines of several telecom providers and authorities. Sunrise experienced a redundancy loss for a major B2B customer with critical, nationwide operations. Thanks to the redundant 86 Sunrise Annual Report 2024 I Sustainability

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design of the data and communication connections via the Sunrise networks, this did not lead to any outages for its customers. Nevertheless, it was crucial to restore the redundancy as fast as possible to prevent outages from occurring in the aftermath. The services were restored in record time thanks to the measures taken and the strong crisis-management team in place. ISO 22301 certified BCMS Providing a safe, secure and reliable network Both for the fixed and mobile network, Sunrise wants to reach 99.9% availability every year, and this was achieved in the reporting year. This figure covers all network-related incidents within the Sunrise network, including access network, service platforms and core infrastructure. Sunrise customers benefit from a multi-award- winning mobile and fixed network (see section Network in the Annual Report). These awards prove that investments and the focus on ensuring an outstanding customer experience are delivering the expected results in a highly competitive environment. The Sunrise network covers the entire country (99.9%) with its combined mobile and fixed connectivity and delivers world-leading quality and high-speed data connections. Around 60% of dwellings (based on a total of 5.5m households and businesses in Switzerland) are connected to the Sunrise HFC network (including partner networks) and have profited from a speed upgrade from 1 Gbit/s to an impressive 2.5 Gbit/s since August 2024 (more on the Speed upgrade in the Annual Report). With its strong position, the Sunrise infrastructures not only affect the company and its own customers but also have positive indirect impacts on the economy and community. Examples of this are: • A robust telecom infrastructure can facilitate international business by providing reliable communication channels and data connectivity. This is essential for global trade, attracting multinational companies and fostering economic relations with other nations. • Telecom services can play a critical role in e- commerce growth. A well-developed telecom infrastructure facilitates online transactions, digital payments and the overall expansion of the e-commerce sector. • Telecom services can help develop smart- city initiatives by supporting technologies such as the Internet of Things (IoT) and smart infrastructure (see section Digitalisation and innovation of this report). This can lead to improved city services, resource management and overall quality of life for residents. • Industry 4.0 – networked production with a fully digitalised manufacturing and supply chain – requires a powerful and reliable telecom infrastructure. This makes the quality of the network a survival and growth factor for the economy as a whole. • The Sunrise network also supports emergency services by providing connection-location data to facilitate rescues and ambulance operations. 99% availability in each mobile and fixed network 87 Sunrise Annual Report 2024 I Sustainability

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Digitalisation and innovation Nowadays, new innovative solutions often build on high bandwidth, availability, reliability and low latency. Therefore, Sunrise plays an important role in contributing to the digital transformation of society and industry. As a lack of digital access can lead to social or cultural isolation, Sunrise is committed to improving digital access and inclusion for all. Sunrise is investing in innovation to develop new digital services and products. With these, Sunrise supports businesses in forging ahead with future- focused technological developments, including 5G and the Internet of Things (IoT) and contributes to its customers’ digital transformation. Digitalisation also offers opportunities for Sunrise: for example, AI not only has great potential to drive digitalisation and innovation further for the customer, but also internally at Sunrise, such as for customer service. Additionally, by advancing mobile working and consumer connectivity the company may profit from a new and loyal customer base, new business opportunities and a strengthened reputation and market position. Sunrise has further partnered with specific social initiatives to ensure that everyone can benefit from digital equity, digital inclusion and digital skills in society. Digitalisation for improved customer service In general, AI plays a key role in the digitalisation of customer service and leads to greater efficiency and quality in problem solving. Therefore, generative AI will be a key enabler in the future, both in the background for workplace features or knowledge management, and in the foreground, such as in voice-bot features. Furthermore, Sunrise is working on consolidating applications and platforms to simplify the IT structure in its customer-service systems and promote end-to-end responsibilities. One of the key aims of digitalisation in customer service is to solve a customer problem as fast as possible at an early stage. In this context, a target has been defined to measure progress, and is dedicated to digitalisation and customer calls. The Digital to Call Rate shows how many customers are still obliged to call Sunrise after a digital interaction in MySunrise. A low value indicates successful deflection of calls by self-service. With a Digital to Call Rate of 8.7 by the end of the reporting year, Sunrise did not achieve the target set (≤ 8%) fully. Nevertheless, the average annual value development from the previous year to the reporting year was positive. 5G Joint Innovation Hub At its headquarters Sunrise implemented a 5G Joint Innovation Hub to develop and showcase 5G and IoT applications for private and business customers. The hub was opened in 2019 in collaboration with a network partner and was the first 5G Joint Innovation Centre in Europe. Its aim is to promote the development of a Switzerland-wide 5G ecosystem and display live scenarios of 5G, IoT and other emerging technologies in a variety of applications, such as smart home, smart offices, smart city and smart factory. With these applications Sunrise can build the foundation to support sustainable energy transformation and can also improve resource efficiency. Some key use cases featured in the 5G Joint Innovation Hub can be found on the following page. 88 Sunrise Annual Report 2024 I Sustainability

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89 Sunrise Annual Report 2024 I Sustainability IoT for smart farming Sunrise is pioneering IoT projects with partners in science and business. As part of an InnoSuisse project, the company is collaborating with Agroscope, Fenaco, the University of Applied Sciences OST and Huawei. Together they have launched a smart-farming project aimed at more efficient resource management of water and fertilizer resources. To combat weeds (bitter dock) in fields, drones take high-resolution photos of the field. These images are sent to the cloud in real time. Using machine learning based on thousands of images, the image-recognition software identifies the location of bitter dock at different stages of growth, which is then removed individually by field robots using spot spraying. Weeds are killed with hot water instead of herbicides, improving pasture productivity and reducing pesticide use, leading to cleaner groundwater, and saving the farmers time and money. Augmented collaboration Sunrise cooperates with a range of technology partners in the area of field service management (FSM) and augmented collaboration. FSM facilitates maintenance and repair services conducted by service technicians in a variety of use cases (e.g. upgrades/ outages in factories, buildings or at antenna sites). The service technicians carry out the maintenance process with the help of augmented-reality (AR) glasses, which allow them to follow a checklist by simply listening to voice commands while using both their hands on the maintenance task. They can also consult a remote expert in real time. Altogether this saves time in resolving the technical problem and in commuting time that would have been incurred if an expert had been required on site or if service technicians had not been able to resolve the problem immediately. It also improves safety for the service technicians on site and eliminates redundant activities. Ambient IoT Ambient IoT is an extension of the standard IoT, offering solutions specifically developed for energy-efficient monitoring and tracking of devices and objects. Ambient IoT uses sensors and chips that do not require their own power source, instead drawing the minimal energy needed from electromagnetic impulses in their environment. This eliminates the need for the additional installation of SIM modules, modems, power supplies, and GPS trackers. The Ambient IoT sensors used transmit their data over a 5G network to a central management platform, where the data is processed and analysed in real-time. These features make Ambient IoT ideal not only for applications in warehouse management and logistics but also as a tool for the circular economy. In the future, individual products or materials may be equipped with IoT tags that make it possible to monitor their current status in the circular- economy cycle and their condition. Although Ambient IoT is not yet commercially available in Switzerland – the standard is currently being defined by the 3GPP Committee – Sunrise already has a pilot use case at the 5G Joint Innovation Hub to showcase the possibilities of such new applications.

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Digital inclusion Sunrise wishes to give everyone the opportunity to be part of the digital world and is committed to ensuring that people living at or below the poverty line in Switzerland have access to digital services, education and infrastructure. Also, whether setting up an email account, submitting an online application or buying tickets with an app, digital skills are becoming increasingly important in all areas of life. However, dealing with digital technologies is still a challenge for many people. Through a collaboration agreement, Sunrise provides its partner Caritas with know-how, volunteers, shops as locations for meetings, subsidized products and financial support. In August 2023 Sunrise and Caritas launched two mobile and two Internet subscriptions, and a TV product, at heavily discounted rates. All five subscriptions can be purchased at any Sunrise shop on presentation of a Caritas KulturLegi ID. With the financial support of Sunrise, various regional Caritas organizations offer drop-in sessions to improve digital literacy, for example so called Digi-Treffs. In 2024 around 270 Digi-Treffs took place and more than 700 consultations were provided. Sunrise also set up a programme with Caritas to support people with a KulturLegi ID in improving their digital skills in its own shops, trained by Sunrise employees as part of the volunteer programme. The Sunrise volunteering programme for digital inclusion will start in March 2025. Supplementing this collaboration, Sunrise also donated devices to charitable organizations. In 2024 the company donated 400 devices with a total estimated value of CHF 250,000 to a variety of organizations, such as "Wir lernen weiter", Rafisa Switzerland and schools in Romania. Donating devices not only promotes digital inclusion, but also gives the devices a second life, which contributes to circularity (see also the section Product design and circular economy). 270 Digi-Treffs for improved digital literacy Accessibility With the aim of ensuring better access to digital content and services for people with disabilities, Sunrise has already taken some initial steps. A project will be rolled out in line with the ongoing revision of Switzerland’s Equality Act for people with disabilities, which reflects in part the EU Digital Accessibility Act DAA that takes effect in June 2025, with the aim for example of ensuring better access to digital content and services for people with disabilities. This requires the implementation of Web Content Accessibility Guidelines (WCAG) standards in various technical areas. The company’s Accessibility project has entered the respective planning phase, which entails the creation of an Accessibility Policy, engagements with respective stakeholders, responsibility assignments and the building of relevant skills and expertise. The project timeline for the implementation stretches into 2026, in line with amendments to Switzerland’s Equality Act for people with disabilities, that is expected to enter into force around 2027. 90 Sunrise Annual Report 2024 I Sustainability

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User protection and satisfaction Sunrise is committed to providing a high-level of customer experience. With the help of a wide range of channels, tools, artificial intelligence and dedicated teams, customer satisfaction is continuously improved. In addition, Sunrise prioritises youth media protection, as young people in particular should be protected in the digital world. By prioritising a safe and carefree customer experience and the self-responsible use of its products, Sunrise can protect the digital, physical and mental safety of consumers. A strong customer focus and transparency in customer dialogue and marketing can contribute to customer loyalty and satisfaction, which can in turn improve consumer relevant ratings and therefore the company’s reputation. Enhancing customer experience and support Sunrise is dedicated to providing exceptional customer support across all segments through various channels and strategic initiatives. The basis for the proper way to interact with Sunrise customers is set out in the Sunrise Code of Conduct. The overall goal of Sunrise is to deliver a great experience for its customers, which means delivering innovative products and services, and treating potential, existing and former customers fairly and with respect. The company is further committed to ensure that advertising or marketing materials are accurate, transparent and comply with company guidelines, local laws and regulations. The responsibility lies with the Chief Consumer Officers Main Brand and Flanker Brands, as well as with the Chief Business Officer. For its residential customers, Sunrise manages the entire customer lifecycle and offers its multilingual services through call centres in nine countries, and offers additional consulting, support and sales services in more than 100 Sunrise shops across Switzerland and through digital channels. All customer-service and Sunrise shop agents undergo training on Sunrise standards, with access to ongoing coaching and cross-product training. Business customers benefit from a 24/7 support, a digital self-service portal for account management and enhanced support options, such as on-site service managers for select customers, or personalised service from dedicated account managers. Additionally, a dedicated wholesale services team handles sales, pre- and post-sales activities, technical support, troubleshooting and fraud prevention. For further information see the section Mobile virtual network operators (MVNO) in the Annual Report. Due to the extensive migration of customers from UPC to Sunrise, it was necessary to make complex adjustments to systems and processes. This led initially to an increase in escalations of customer cases. At the same time, considerable efforts were made continuously to improve the quality of service. The measures taken, investments in training programmes and optimized processes all showed positive results. In 2024, Sunrise introduced new quality standards and a quality-control system to ensure frontline agents consistently deliver a high level of service. Sunrise also continuously invests in improving its customer experience through digital service enhancements, including self-service tools like My Sunrise, providing customers with greater flexibility to manage their accounts. Furthermore, a dedicated team at Sunrise with a focus on "Voice of the Customer" provides valuable insights through research and testing. "Voice of the Customer" is a way of measuring and collecting a customer’s feedback on their experience of an organization’s products or services. Its aim is to understand better what customers need and expect from a brand and to gauge what their overall customer experience is like. The team's tasks include, among other things, qualitative and quantitative consumer and market research, and NPS and customer experience analytics in conjunction with other service KPIs. For example, by using a dedicated consumer test panel, the team tests the effectiveness of marketing campaigns or the understandability and transparency of service communication. Additionally, instruction templates of new devices to connect and activate it independently were tested with Sunrise customers in the reporting year. Performance measurement with NPS To further enhance service quality, the customer experience is constantly measured using the Net Promoter Score (NPS), a widely used market- research metric that is based on a single survey question. It asks respondents to rate the likelihood that they would recommend a company, product or a service to a friend or a colleague on a scale of 0 to 10. The NPS score is calculated based on customer- survey responses and reflects the difference between Promoters (9-10 ratings) and Detractors (0-6 ratings). To ensure comprehensive feedback coverage, Sunrise has structured the NPS programme into various touchpoints, categorised into "journeys", e.g., Buy, Onboarding, Help, Use, and Leave. Sunrise conducts NPS surveys on a regular basis for B2C and B2B customers, e.g., via email and SMS, depending on the survey type. By analysing the results, the company can monitor overall satisfaction, identify pain points, and inform service improvements. Survey results are displayed in real- time through a partner platform, which features text analytics and AI-driven sentiment analysis to gain deeper insights. Alerts are triggered for low NPS ratings, prompting agents and customer-service representatives to follow up with customers to address and resolve issues promptly. 91 Sunrise Annual Report 2024 I Sustainability

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Sunrise has set internal NPS targets on both company and individual levels, forming a key component of performance evaluations and remuneration structures. This ensures a consistent focus on customer satisfaction across all operational levels. Youth media protection Sunrise has been committed to youth media protection as part of an industry initiative for years, which has been partially formalised into law over the last five years. In this context, Sunrise informs its customers about the dangers and risks of the digital space and provides practical tips for youth media protection in general and specifically when using Sunrise products and services. Sunrise is furthermore aiming to be part of a new industry organization in the making, focusing on Youth Media Protection in Film and Gaming. In addition, Sunrise is committed to a partnership with Kinderschutz Schweiz (Child Protection Switzerland) that launched in 2024. As part of this, Sunrise supported and distributed a media campaign against sexual assault online in Summer 2024. Under the motto "What you share online, you share with everyone. Protect what's important to you", Sunrise cooperated with a range of participating private and public stakeholders to protect children and young people from sexualised violence online. Sunrise will continue its engagement supporting media campaigns within this partnership in 2025. 92 Sunrise Annual Report 2024 I Sustainability

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Governance Privacy and data security Personal data is one of the most important assets in today’s digital world. Therefore, its protection also plays an increasingly important role. To ensure data security, Sunrise sets the highest standards for information-security with its ISO-certified Information Security Management System. Telecom services are becoming increasingly complex and rely heavily on sophisticated technical infrastructure. Software and hardware failures, human error, viruses and hacker attacks can affect the quality of service or, in the worst case, lead to system failures. Any data leak or privacy and data-security issues could harm the privacy of Sunrise stakeholders. This would have severe consequences for Sunrise and its customers and employees, leading to a potential loss of trust among customers, employees and business partners in the company and throughout the industry as well as possible fines imposed by the competent regulatory authorities. By securing digital systems, Sunrise can mitigate these risks and ensure compliance with statutory and regulatory requirements. Information security standards and frameworks To ensure compliance, Sunrise has developed policies, standards and guidelines, including information-security policies that take into account information-protection requirements. Transparency in the way data is handled is guaranteed by appropriate privacy policies. Sunrise promotes a culture of education and awareness with annual mandatory e-learning courses on information security, cybersecurity and data privacy and handling. Additional campaigns and reporting mechanisms, such as data-breach incident reports and an independent whistleblowing portal, encourage employees to become actively involved (see the section Business ethics and governance). Responsibility for the policy framework lies with the General Counsel & Chief Corporate Affairs Officer. In addition, the Chief Information Security Officer, who reports to the Chief Technology Officer, is responsible for the Sunrise security strategy and objectives. Sunrise attaches great importance to information security. The goal for Sunrise is to have zero security incidents that result in a substantial data breach, and this was achieved in the reporting year. The Sunrise Information Security Policies define the rules for how Sunrise aims to achieve its overall information- security objectives. • Confidentiality of information is maintained. • Integrity of information is assured. • Availability of information is maintained. • Statutory and regulatory obligations are upheld. Sunrise sets the highest standards for information security with its ISO 27001-certified Information Security Management System (ISMS) and aims to pass the audit/recertification every year, and it has done so in many consecutive years. This certification, which is validated by external auditors, covers all operational processes, the handling of customer data and the technical infrastructure. The ISMS is actively maintained and reviewed regularly, including risk assessments that address any deviations until they are mitigated, thus making sure the ISMS is always up to date. The main task of the ISMS is permanently to define, manage, control, maintain and improve information security continuously by establishing procedures and rules within Sunrise that ensure the confidentiality, integrity and availability of information and minimise risks. Sunrise was the first telecom company in Switzerland to be certified end-to-end regarding information security and the significance of ISO 27001 certification has grown continuously over recent years. Since Sunrise has many business customers in highly regulated sectors, the company is exposed to the relevant external assessments and audits. All of them value its commitment to maintaining a strong ISMS and it also helps to attract new customers. ISO 27001 certified ISMS Cybersecurity As cybersecurity challenges and threats continue to grow, Sunrise has centralised its security operations to protect the company’s assets and third-party data effectively and efficiently, and to respond to threats and security incidents in a timely manner. Reporting to the Chief Information Security Officer, Sunrise operates the Cyber Secure by Design, Security Investigations and Cyber Defence departments. The Cyber Defence department consists of the Security Operations Centre (SOC) team, which is responsible for monitoring security events and responding to incidents, and of a team responsible for managing and mitigating threats and vulnerabilities. The cybersecurity departments have implemented several structural improvements to strengthen the cybersecurity posture of Sunrise further. These improvements have been made to protect the 93 Sunrise Annual Report 2024 I Sustainability

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company’s network and any other assets against any cyber attacks, but also for proactive threat and risk management, using state-of-the-art AI-infused methods to help the operations staff take quick and decisive containment and mitigation measures. The certified ISMS coupled with a continuous information-security risk-management process, helps Sunrise to ensure that any risks that are uncovered are subject to professional risk assessment. A risk assessment measures the risk at a certain point in time and is always subject to mitigation, as well as an approval process, and is linked to an accountability and responsibility matrix. The information-security posture of a company is a combination of internal mechanisms and processes, combined with contractual and technical measures aimed at protecting against the threats that it could be facing through its partners, contractors or the supply chain. Sunrise has a supplier-security policy and framework in place, within which suppliers that are considered a potential high risk to the company are monitored and additional guarantees, such as standard contractual clauses, are put in place to help ensure the security of any Sunrise information, be it corporate, intellectual property rights (IPR) or customer data. In 2024, Sunrise created an internal cybersecurity hub, which can be accessed through the Sunrise intranet. It provides a comprehensive overview and direct links to the Sunrise security strategy, relevant contacts, key cyber principles, security policies, training courses and services, and to information about the correct procedure to follow in the event of a security incident. In October 2024, as part of the European Cyber Awareness month, Sunrise facilitated several cyber awareness events and campaigns, which focused this year on social- engineering threats. Social engineering, mostly through phishing, remains one of the top cyber threats. Throughout the month, Sunrise shared tips, resources and best practices to help all employees be safe and stay safe online. Additionally, phishing was also this year's theme in the annual security training that is mandatory for all Sunrise employees. Data privacy The revised Swiss Data Protection Act (FADP) has been in force since 1 September 2023. Personal data is defined as any information relating to an identified or identifiable natural person. In accordance with the FADP, the Privacy Policy sets out the guiding principles for the handling of personal data by Sunrise. The FADP specifies the principles of data processing, the information duties of Sunrise when processing personal data and grants data subjects (in particular employees and customers) their rights under the FADP, such as access and information rights and where applicable the right of deletion or rectification of personal data. The FADP also defines the role and competences of the Federal Data Protection and Information Commissioner and penalties in the case of violation of the FADP provisions. Potential data breaches are thoroughly reviewed and documented. The new Security & Privacy intranet page provides links, information and guidance for employees to react correctly and efficiently immediately in the event of a privacy incident. The intranet privacy page sets out appropriate measures to protect the privacy of customers’ data and those of employees and service providers. Sunrise applies a need-to-know-principle, allowing employees to access and process only personal data that is needed to perform their function. Additional relevant policies include the Sunrise Information Classification Standard and a Physical Security Policy for access- control measures. Furthermore, an updated Privacy Policy and a Data-Handling Policy have been developed and are expected to be launched in Q1 2025. 94 Sunrise Annual Report 2024 I Sustainability

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Business ethics and governance Sunrise is committed to high legal and ethical standards in all business relationships. The Code of Conduct builds the basis for ethical business conduct. Mandatory training on the Code of Conduct and other policies ensures compliant behaviour among Sunrise employees. Sunrise is committed to conducting its business in accordance with ethical principles and in compliance with all applicable legal provisions in order to safeguard the interests of investors, employees, customers and the public. Furthermore, ethical and transparent governance and management lead to increased fairness and accountability, which can increase trust in the company and industry in general. By complying with all statutory and regulatory requirements, Sunrise can minimise any potential legal-proceeding risks, e.g. relating to corruption and anti-competitive behaviour. Framework for ethical business conduct The Sunrise commitment to integrity and ethical behaviour is anchored in the Sunrise Code of Conduct. Together with the internal Anti-Corruption Policy, the Gifts & Hospitality Policy and the Anti- Money Laundering Act Policy it provides the framework for Sunrise business operations and addresses all the relevant stakeholders and issues of importance for ethical business conduct. Sunrise also expects its business partners to act ethically and responsibly and has implemented a Vendor Code of Conduct (see the section Responsible supply chain). Changes and amendments to existing laws and regulations are monitored on an ongoing basis and discussed with the relevant business department. With the compliance master tool, Sunrise controls compliance with all applicable regulatory requirements relevant to the company at regular intervals within the various business units. The overall responsibility lies with the General Counsel & Chief Corporate Affairs Officer. Employees and members of the Executive Committee receive annual training on relevant policies, regulations and laws. In addition, the Compliance Officer makes recommendations, advises and assists employees and members of the Executive Committee with any questions or uncertainty related to regulatory requirements. Sunrise encourages its employees and business partners to report suspected or actual violations of the Code of Conduct, of anti-corruption regulations or of anti-competition and anti-trust policies directly or via independent whistleblowing processes. Reports may be made completely anonymously, are treated as strictly confidential and whistleblowers are protected from retaliation of any kind. The complaints submitted are passed to and investigated by the Sunrise Compliance Officer in order for appropriate measures to be taken. In a quarterly compliance-risk report the clustered and anonymised enquiries are reported to the Executive Committee by the Sunrise Compliance team, in accordance with Swiss law. Sunrise follows a zero-tolerance approach to bribery and compliance with anti-bribery regulations. The company has established an approval procedure for sensitive transactions that may be perceived or implied to be favours. In 2024, there were no confirmed incidents of corruption, anti-competitive behaviour or anti-trust. There is an ongoing proceeding based on a Competition Commission (COMCO) decision against Sunrise in connection with the provision of ice-hockey content on pay TV. Regular training on compliance To ensure compliance with the law and ethical standards and to ensure that all employees act ethically, Sunrise employees and management are required to complete training courses on the Sunrise policies regularly. This includes annual mandatory e- learning courses on the Code of Conduct, security and privacy. Additionally, an e-learning course on the Anti-Corruption Policy is mandatory for all new employees, as well as bi-annually for selected employees who are likely to encounter situations where more detailed anti-corruption knowledge is required than that which is already provided in the Code of Conduct. The Sunrise goal, and also a company bonus metric, is for 100% of eligible employees to complete the required mandatory training every year, and this was again achieved in 2024. This target is also set at an individual- employee level: all employees have a mandatory objective to complete the required training modules, and this objective is also reviewed by line managers in the quarterly performance discussions. Overall completion is monitored and reported at least monthly within Sunrise. Governance Due to the spin-off of Sunrise from Liberty Global in 2024, the Sunrise governance structure has been changed compared to the previous year. A comprehensive overview of the Sunrise governance structure consisting of the Board, the Committees, the CEO and the Executive Committee is disclosed in the Corporate Governance Report. Sustainability is embedded throughout the company. The ultimate supervisory responsibility for sustainability lies with the Board, with the Audit Committee having specifically defined duties in the statement of purpose (see section on the Audit Committee in the Corporate Governance report). The main strategic responsibility at the executive- management level lies with the CEO, who sets sustainability ambitions and targets and chairs the Sustainability Steering Committee. The Sunrise Sustainability Steering Committee consists of 15 members, including several Executive Committee members and senior leaders from various business units to ensure representation from the entire organization (for further information see section Sustainability organization). 95 Sunrise Annual Report 2024 I Sustainability

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Responsible supply chain Sunrise procures items from several thousand suppliers, mainly in Switzerland but also in Europe and even globally, with a large number of people involved in the manufacturing of these products and services. Sunrise is committed to fair procurement and supply chains, and by integrating environmental criteria and regulatory requirements into its purchasing activities Sunrise can influence the value chain positively and reduce risk. The procurement behaviour of Sunrise can affect sustainability considerations in the upstream supply chain by selecting suppliers, making procurement decisions and imposing requirements on suppliers. Sunrise is committed to safeguarding the environment, labor and human rights not just in its own operations but also, more importantly, in its supply chain, requiring that partners adhere to and implement locally recognized environmental and labor standards. In doing so, Sunrise can contribute to the sustainable behaviour of its suppliers, and to the safety and well-being of their employees. Supply-chain management and product procurement are important cost and risk factors for Sunrise and thus influence the economic success of the company. The way in which the company works with suppliers and the management and control of these supply chains can also have an impact on the resilience of the supply chain, on customer relationships and can further minimise exposure to possible future regulation, which results in improved business stability. Ensuring ethical and environmental practices and compliance Sunrise not only prioritises emission reduction in its supply chain (see section Energy use and climate protection) but also holistic environmental protection in its procurement activities. As one of Switzerland’s leading telecommunications providers, Sunrise is committed to the highest legal and environmental standards and expects its partners to meet the same ecological standards. In addition to the legal requirements, external stakeholders, such as customers, increasingly expect companies to act sustainably and to increase their efforts regarding labor and human rights in the supply chain. In order to meet those regulations and expectations and to promote environmental responsibility in its supply chain, Sunrise has implemented the Sunrise Vendor Code of Conduct, which outlines the standards for business integrity and ethics, labor and non-discrimination, the environment, data handling and governance. This must be accepted and confirmed by suppliers, and may require them to go beyond compliance with locally applicable laws and regulations. The Sunrise Vendor Code of Conduct is available on the Sunrise website and is also issued to all suppliers during the supplier onboarding process. It informs new suppliers of the requirements for compliance with environmental laws and regulations and the responsibilities for the reduction of resource consumption and emissions, the handling of hazardous substances and waste disposal. To ensure conformity with applicable laws and regulations, suppliers are expected to use periodic self- evaluation or other audit procedures. However, Sunrise also reserves the right to verify the supplier’s compliance with the Vendor Code of Conduct. In the case of non-compliance, Sunrise reserves the right to terminate the business relationship with the supplier. In an interdepartmental collaboration led by Strategic Procurement and Legal, Sunrise created its first blueprint for a company framework that encompasses contracting rules and best practices. The document is called the Golden Rules and will be introduced in 2025. It is a comprehensive standard that addresses all topics related to third-party contracts with suppliers for purchasing goods and services. It should be noted that sustainable sourcing practices are an integral part of this document. Furthermore, Sunrise is fully committed to supporting the protection of internationally proclaimed human rights as a signatory of the UN Global Compact and refers, in its Human Rights Policy, to the guidelines and recommendations of the International Labour Organization (ILO). All Sunrise suppliers, agents and distributors are required to prevent or mitigate adverse impacts on human rights and labor standards, as specified further in the Sunrise Vendor Code of Conduct. Purchasing is linked to various departments and so responsibility at Sunrise is anchored in several business units. However, the majority of sourcing activities are located within the Chief Financial Officer unit. Internal training on sustainable procurement practices, workshops and sustainability- related inputs are part of regular Strategic Procurement meetings, and are provided by the Procurement Business Excellence team. Sunrise procurement processes All suppliers are required to complete the Sunrise selection process, which includes evaluations of their maturity level in security, privacy, sustainability and compliance. Existing suppliers must undergo re- evaluation regularly and whenever a new contract is signed. The Sunrise Strategic Procurement team completed its first year of assessing suppliers on the basis of sustainability factors, including environmental, social and governance factors. This assessment influenced tender decisions and highlighted areas for improvement. Sustainability now accounts for at least 10% of the rating in the overall supplier-assessment matrix. In 2024, Sunrise assessed over 100 potential suppliers in relation to environmental and social factors. Also, Sunrise integrated corporate-sustainability obligations into contractual agreements with 96 Sunrise Annual Report 2024 I Sustainability

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suppliers, namely the Master Service Agreement and the General Purchasing Conditions, in the reporting year. The contractual clauses require compliance by the supplier with the Sunrise Vendor Code of Conduct. The supplier is expected to implement sustainable procurement practices with transparency throughout its supply chain. Sunrise ensures this compliance by requiring a right of audit towards its suppliers. over 100 potential suppliers assessed in relation to environmental and social factors To comply with the Swiss Ordinance on Due Diligence and Transparency regarding Minerals and Metals from Conflict-Affected Areas and Child Labour (DDTrO), Sunrise has implemented a due- diligence process under the lead of the Vice President Strategic Procurement. Since the previous year, a supplier-oriented risk-management process with a focus on child labor is in place. This process intends to minimise the likelihood of potential adverse child-labor impacts through a series of measures. In accordance with the Swiss Code of Obligations, Sunrise has adopted its policies, applies traceability principles when essential and provides an early-warning system. The core of the due diligence is an in-depth risk-management strategy for identifying, assessing and prioritising risks and the establishment of a reporting mechanism for stakeholders to disclose child-labor concerns. If high- risk cases are identified, they are managed on a case-by-case basis. This process is documented and published annually. Details of the reporting can be accessed here: Sunrise Supply Chain Due Diligence Obligations Report. 97 Sunrise Annual Report 2024 I Sustainability

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Annex Task Force on Climate-Related Financial Disclosures (TCFD) Report Sunrise began its climate change risk assessment in 2024 following the spin-off to evaluate the company's climate-related risks and opportunities as an independent entity. The assessment aimed to determine relevant risks, gauge the company’s resilience to these challenges and explore opportunities tied to its net-zero transition. The assessment adhered to the recommendations set out in the Task Force on Climate-related Financial Disclosures guidelines and the following report includes the suggested disclosures on governance, strategy, risk management as well as targets and metrics. Governance Climate-related matters including risks and opportunities are part of the overarching Sunrise sustainability governance structure described in section Sustainability organization of the Sustainability Report. Furthermore, those responsibilities are allocated at the Board level, namely under the responsibility of the Audit Committee, described in the Corporate Governance report. Strategy In 2024, a comprehensive assessment of physical and transition risks was conducted to identify key risks and opportunities facing Sunrise under the two opposing climate scenarios outlined below. The assessment considered impacts from today until 2030 (mid-term) and 2050 (long-term). The outcomes are based on a qualitative evaluation, and Sunrise plans to undertake a quantitative analysis of climate risks and opportunities in 2025. Low-emission scenario In this scenario, global GHG emissions drop by over half by 2050, with average temperatures rising no more than +2 °C by the end of the century (Intergovernmental Panel on Climate Change IPCC scenario RCP2.6). This pathway aligns with the goals set out in the Paris Agreement, driven by a rapid global shift to a low-carbon, electrified economy. Resource and energy intensity decline across sectors, as nations take strong actions to reduce emissions and advance carbon capture for hard-to- abate sectors. High-emission scenario In this scenario, GHG emissions rise steadily through to 2100, driving a +4 °C temperature increase by the end of the century (IPCC scenario RCP8.5). Economic growth remains resource-intensive, with high material and energy consumption and greater resource exploitation. Decarbonization efforts by some nations are insufficient to significantly reduce global emissions or resource intensity. The identified risks and opportunities are described in detail in the tables below. They are categorised as follows: Physical hazards • Longer-term impacts like heat and precipitation (chronic risks) • Short-duration events like river flooding and landslides (acute risks) Transition risks and opportunities • Key risks include policy and reputation risks • Opportunities include efficiency improvements and adoption of sustainability practices 98 Sunrise Annual Report 2024 I Sustainability

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Overview 1: Transition risks Market Risk Description and Impact 1: Escalating carbon and energy costs driven by rising data demand and taxation: Sunrise may face escalating operational costs as rising carbon taxes, energy price volatility and increasing data demands drive higher emissions. Data demands are growing from technologies such as 5G, Internet of Things (IoT) and artificial intelligence (AI), causing greater energy consumption. In turn, this increases exposure to higher energy costs and carbon taxation which impacts profitability and requires proactive sustainability measures to reduce emissions and improve energy efficiency. Time Horizon Expected to continually increase, becoming significant in the mid-term and substantial in the long-term due to carbon taxation and energy costs. Risk Mitigation Strategies (in progress and planned) Maintain renewable electricity commitment and price stability: As a 100% renewable-electricity user, continue stabilizing costs through the current electricity purchasing strategy along with an additional focus on long-term power purchase agreements (PPAs), on-site renewable installations, and other measures as deemed necessary. Additionally, evaluate cost-effective carbon offsetting and removal options to manage residual emissions, ensuring resilience against market volatility and regulatory requirements for offsets which will be a focus in the upcoming years, when the potential for reducing own emissions will have been exhausted. Enhance energy efficiency in the infrastructure: Ongoing high focus to implement energy-efficient network upgrades and AI- and IoT-driven energy management to reduce energy consumption. Keeping the focus on modernizing infrastructure, such as 5G and fibre upgrades, to further lower operating costs and emissions. Sustainability management practices: Mitigate upstream emissions by engaging with suppliers and applying green procurement standards, enhancing data quality, supporting suppliers in reducing their carbon footprint, and fostering sustainable practices within the supply chain. Internal innovation incentives: Evaluate an internal incentive scheme to foster emission-reducing projects, offset tax liabilities, and drive innovation in energy efficiency across the organization. Risk Description and Impact 2: Increasing customer and investor sustainability expectations: With rising expectations for strong sustainability performance, Sunrise faces high demands from customers and investors prioritising sustainability. Investors may divest from companies lacking clear sustainability targets, while B2B clients may favour providers with robust sustainability credentials, affecting competitive positioning. Falling short of expectations may result in reduced market share, damaged brand reputation and limited access to capital. Time Horizon Expected to continually increase, becoming significant in the mid-term as customers and investors demand low-carbon solutions. Risk Mitigation Strategies (in progress and planned) Expand green products and service offerings: Further develop sustainable, energy-efficient telecom solutions to help clients reduce their footprint, such as low-carbon-emission devices, IoT and AI applications, for example smart building tools, and maintain remote working support. Enhance sustainability reporting transparency: Maintain alignment with sustainability-reporting standards, like GRI and TCFD, and science-based targets. Regularly publish progress to generate customer, public and investor confidence. Further support sustainability-linked financing: Issue bonds or loans with favourable terms tied to sustainability goals, lowering capital costs upon achieving carbon or efficiency milestones. Implement a customer sustainability data tool: Evaluate dashboard monitoring and other approaches to help B2B customers track their telecom carbon footprint, aiding them in their own sustainability reporting. Maintain sustainability training and awareness programme for employees: Further provide sustainability training to educate employees on sustainability, ensuring they can effectively communicate and contribute to Sunrise initiatives towards customers. 99 Sunrise Annual Report 2024 I Sustainability

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Policy & Legal Risk Description and Impact Growing compliance and reporting demands with potential climate litigation risk: Sunrise faces intensifying compliance demands for climate disclosures under Swiss and international frameworks (Swiss Art. 964 CO, TCFD, TNFD), requiring enhanced data collection and reporting capabilities. Alongside this, there is a growing risk of climate-related litigation over issues like greenwashing and regulatory non-compliance, driven by increasing climate awareness and stricter regulations. Time Horizon The risk exists today, and Sunrise is building its sustainability capabilities to monitor and manage this risk in the future. Risk Mitigation Strategies (in progress and planned) Regulatory engagement and proactive compliance: Maintain active engagement with regulatory bodies, industry associations, and advocacy groups to stay informed on evolving regulations. Sunrise will focus on exceeding minimum compliance requirements where feasible, leveraging B2B- and investor-driven sustainability standards to reinforce market positioning. Centralized and dedicated sustainability- compliance team: Centralized compliance oversight is in place through a cross-functional team to efficiently monitor regulatory developments, assess emerging risks and ensure alignment with evolving sustainability requirements. This dedicated approach supports robust compliance tailored to the company's resources and capabilities. Adopt science-based targets with cost-aware audits: Sunrise has set and validated near-term emission- reduction targets and is working on its long-term net- zero science-based emission-reduction targets (SBTi). It is also implementing a balanced approach to audits, using both internal and third-party audits strategically to maintain transparency and compliance while managing associated costs. Strengthen transparent climate disclosures and reporting: Sunrise is committed to transparent, high- quality climate disclosures aligned with TCFD and other relevant frameworks, emphasizing thorough and credible reporting to meet B2B, investor and public expectations. Comprehensive, stakeholder- focused disclosures demonstrate accountability and mitigate risks related to perceived non-compliance or greenwashing. Implement verified environmental claims and cost- efficient certification: Ensure that environmental claims are accurate and backed by validated data and recognized certifications (e.g., ISO 14001), to reduce risks related to perceived greenwashing. Balance verification processes with cost considerations, avoiding overextension in areas where robust claims validation can be achieved without excessive resource allocation. Market and Technology Risk Description and Impact Increasing low-carbon raw-material costs and limited availability: Sunrise faces rising costs and limited availability of critical raw materials (e.g., copper, lithium, rare earth metals) and low-carbon alternatives, directly impacting the procurement of materials for its own infrastructure. Additionally, indirect risks arise from limited availability of low- carbon materials used in products procured from third-party suppliers for B2C and B2B sales. Supply- chain disruptions and high demand for low-carbon alternatives could increase costs, delay technology rollouts and impair the ability to meet consumer needs and regulatory standards. Time Horizon Expected to continually increase, becoming significant in the mid-term as customers demand low-carbon solutions. Risk Mitigation Strategies (in progress and planned) Circular-economy and product-longevity programme: Further advance circular-economy frameworks by refurbishing and reusing devices, designing modular, upgradeable products and extending product lifespans. This approach reduces raw- material dependency and supports resource conservation, lowering cost and environmental impact. Sustainable sourcing and supplier partnerships: Further adopt and evaluate sustainable sourcing practices, such as the establishment of long-term contracts with suppliers, and strengthen collaboration with key partners to ensure stable pricing and supply. Engage in transparent communication on potential material shortages and create contingency plans with low-carbon-oriented alternative suppliers. Low-carbon-material innovation and industry collaboration: Explore and further adopt low-carbon alternative materials, such as recycled metals and bio-based components, to reduce environmental impact. Collaborate with telecom-industry partners to develop shared standards for resource efficiency, 100 Sunrise Annual Report 2024 I Sustainability

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benefiting from collective innovation and economies of scale. Investment in digital solutions to reduce material needs: Further promote digital and virtual services, like cloud-based and AI solutions, to minimize hardware requirements and reduce reliance on physical raw materials. Technology Risk Description and Impact Insufficient adoption of circular-economy practices and efficient product design: With a societal shift toward a circular economy, Sunrise faces pressure to reduce waste, enhance resource efficiency, and design products for longevity and recyclability. Failure to effectively adopt circular principles risks losing eco-conscious customers, facing regulatory fines with stricter e-waste laws and incurring higher production costs. Inadequate circularity may also restrict access to public procurement and partnerships with sustainability-focused clients. Time Horizon Expected to continually increase, becoming more relevant in the mid-term with a shift towards circular- economy principles. Risk Mitigation Strategies (in progress and planned) Enhancing product renewal and trade-in programmes: Further fostering trade-in programmes for devices, encouraging returns for refurbishment and resale to reduce material demand and electronic waste. Adopt modular and sustainable product design: Continue collaboration with suppliers to design modular, upgradeable products like routers, reducing full-device replacements and enhancing sustainability. Establish circular partnerships with suppliers and recyclers: Further promotion of partnerships with suppliers and recyclers to ensure sustainable sourcing and recyclability, fostering a circular supply chain for Sunrise products. 101 Sunrise Annual Report 2024 I Sustainability

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Overview 2: Physical risks Acute Risk Description and Impact Sunrise faces significant risks from acute physical weather events, which may result in a range of challenges. Extreme weather events (for example, flash floods, hailstorms and landslides) may, among other risks, lead to: • Damage to antennas, transmission stations, and network infrastructure, leading to reduced service coverage and operational disruptions. • Limited accessibility for technical staff to reach work sites, particularly during extreme weather, delaying critical maintenance and repairs. • Higher maintenance and repair expenses to ensure network resilience and reliability. • Escalating insurance premiums and/or reduced availability of insurance coverage in the market adds financial strain to address climate-related vulnerabilities. • Indirect impacts of extreme weather disruptions in the supply chain, which may hamper the ability of Sunrise to provide services or products to its customers. Time Horizon Unabated climate change will progressively increase the frequency and severity of extreme weather events, with risks growing significantly by mid- century and beyond. Risk Mitigation Strategies (in progress and planned) Implement climate-resilient infrastructure: Evaluate opportunities to upgrade antennas, transmission stations and critical infrastructure with elevated bases in flood-prone areas and heat-resistant materials. This minimises damage during extreme weather events, reduces maintenance costs and ensures network continuity. Adopt energy-efficient and heat-resilient solutions: Further adopt the employment of low-energy cooling systems, heat-resilient lithium-ion batteries and ventilation-based cooling to reduce reliance on refrigerants. These measures address rising cooling demands, lower operational costs and enhance energy efficiency. Enhance supply-chain resilience: Evaluate sourcing diversification strategies, intensify the integration of climate criteria into supplier selection. These actions mitigate supply-chain disruptions and ensure reliable access to critical network equipment. Chronic Risk Description and Impact Sunrise faces long-term risks from chronic physical conditions related to climate change. Long-term climate events may lead to: Rising temperatures and prolonged heatwaves: Higher average temperatures increase cooling demands for the Sunrise technical centres and telecommunications infrastructure, driving up energy costs and operational expenses, and potentially raising Scope 2 GHG emissions. Without efficient cooling, the risk of equipment overheating threatens service continuity. Shifts in precipitation patterns: Changes in rainfall patterns may affect electricity supply stability. Water scarcity: High water consumption for the network of Sunrise infrastructure in water-stressed areas can lead to rising costs and reputational risks, especially if it impacts local communities’ water availability. Climate variability: Long-term shifts in climate conditions could reduce the performance and reliability of the Sunrise infrastructure, increasing maintenance costs and operational disruptions. Time Horizon Unabated climate change will progressively shift both global and local climate patterns, with risks growing significantly by mid-century and beyond. Risk Mitigation Strategies (in progress and planned) Implement high-efficiency energy systems for infrastructure: Sunrise can integrate advanced, low- energy cooling solutions, in data centres and technical facilities. These measures will address rising temperatures, while simultaneously reducing energy costs and greenhouse-gas emissions. Enhance energy efficiency and renewable energy adoption: Sunrise can expand on-site renewable energy installations (e.g., solar panels) where applicable and secure long-term renewable-energy contracts. Integrate environmental considerations and build societal resilience: Sunrise evaluates environmental factors, such as extreme weather resilience, into site selection for future operations. Shifting some operations to cloud-based or collocated facilities can be paired with sustainability criteria to ensure environmental benefits. Additionally, the products and services of Sunrise can enhance adaptability to extreme weather events and support emergency systems, contributing to broader societal resilience. 102 Sunrise Annual Report 2024 I Sustainability

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Overview 3: Opportunities Energy source and consumption Opportunity Description Renewable electricity adoption and energy efficiency. Achieving Opportunity Energy source Ongoing evaluation in investment opportunities in on-site renewable installations and power purchase agreements demonstrates the Sunrise commitment to renewable energy adoption. In turn, this may bring opportunities to attract environmentally conscious customers, strengthen brand loyalty and increase competitive advantage. Energy consumption Continuously upgrading to more energy-efficient infrastructure solutions and adopting advanced network technologies can lead to significant cost reductions. Over time, reduced energy consumption enhances profitability and provides a shield against volatile energy prices. Markets Opportunity 1 Description: Enhanced sustainability of operational frameworks. Achieving Opportunity 1: Collaborating with suppliers to implement green procurement standards and extend these efforts into broader operating practices strengthens partnerships and fosters innovation. By adopting energy-efficient and low-carbon telecom solutions such as IoT, AI and smart-building technologies, Sunrise can help suppliers reduce emissions, enhance supply-chain resilience and create new revenue streams. This positions Sunrise to meet the increasing demand from B2B customers aiming to lower their environmental footprint. Opportunity 2 Description: Cost and material-use efficiency through circular economy. Achieving Opportunity 2: Further implementing a trade-in and refurbishment programme for customer devices promotes circularity and reduces electronic waste. This initiative can provide cost advantages and supply- chain adaptability by extending device lifecycles, optimizing resource use and aligning with the broader sustainability goals of Sunrise. Opportunity 3 Description: Expanding customer needs due to data and connectivity needs. Achieving Opportunity 3: The growing demand for data and connectivity (Internet of Things, AI, 5G, streaming) in a net-zero economy provides opportunities for Sunrise to expand services, capture new market segments and drive revenue growth in a digital-focused world. Resilience Opportunity Description Increased investor interest with sustainability transparency. Achieving Opportunity Continuing the strengthening of sustainability disclosures and aligning with frameworks like TCFD and SBTi increases transparency. This builds investor confidence, attracts sustainability-focused capital and may improve access to sustainable financing options. 103 Sunrise Annual Report 2024 I Sustainability

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Risk Management Using climate-related scenario analysis as recommended by the TCFD, Sunrise evaluates the resilience of its operations and supply chain changing climate risks and opportunities by conducting climate-related scenario analyses. For each identified risk and opportunity, climate mitigation and adaptation measures that would enhance the resilience of Sunrise against the identified risks and enable it to capitalize on the opportunities have been considered. Risks and opportunities were analysed under various climate pathways and time frames based on climate scenarios from the IPCC to develop a comprehensive understanding of the exposure of Sunrise to physical and transitional climate risks. The climate-change risk assessment is part of the company-wide risk- management system of Sunrise described in the Risk Management section of the Annual Report. The approach to identify and assess climate risks and opportunities included reviewing peer disclosures, industry-specific research and literature from authoritative sources like IPCC, as well as workshops, and input from Corporate Responsibility and Risk & Compliance teams, scoring each risk based on vulnerability, likelihood and potential impact. Regular engagement with the sustainability and risk- management teams at Sunrise ensured alignment with the business context, while a physical risk assessment using a climate-risk modelling tool validated climate-hazard risks at key locations. A more in-depth quantitative analysis of these scenarios is planned for 2025. Metrics and Targets The metrics and targets used to assess climate- related risks are described in detail in the following sections: • Company targets and their contribution to the SDGs • Energy use and climate protection • Environmental data 104 Sunrise Annual Report 2024 I Sustainability

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Sustainability-linked debt instruments The objective of sustainability-linked debt instruments is to promote and encourage the contributions of borrowers to sustainability in the credit markets. Borrowers are evaluated against predetermined sustainability objectives using environmental, social and governance (ESG) metrics. The economic characteristics of the sustainability- linked debt instruments are contingent on this assessment. At Sunrise, sustainability-linked debt instruments are an important tool for expressing the Sunrise sustainability commitments to stakeholders and shaping its performance in a transparent and responsible way. Below is a summary of the sustainability-linked debt instruments’ performance within the reporting year. Target 1: Improvement in energy efficiency Sunrise strives to increase the energy efficiency in the network by 10% every year until 2030. Description: Sunrise measures the energy efficiency of its networks by calculating the amount of electricity used in networks to transport customer data.12 An improvement in efficiency is defined by a year-on-year stabilisation or decrease in electricity consumption, while the data consumption of customers continues to increase. This is achieved by investments, energy saving initiatives, cooling innovations and deployment of artificial intelligence, among other measures. Achievement: In 2024, Sunrise achieved a measured electricity intensity of 32.4 kWh/TB, which represents a 14.3% improvement in energy efficiency compared to 2023. Target 2: Renewable electricity Sunrise consumes 100% renewable electricity. Description: Sunrise monitors the amount of renewable electricity generated or purchased by its operations. This includes renewable electricity generated on-site, renewable electricity purchased directly from suppliers and grid-electricity blend consumed for which the operation has acquired an accreditation, certificate or any other measure from a regulatory body for renewable electricity produced. Achievement: In 2024, Sunrise acquired 100% renewable electricity. Target 3: Carbon emissions Scope 1&2 Sunrise has set itself the goal of reducing Scope 1 and 2 GHG emissions by 51% by 2032 (base year 2022). This target is linked to SBTi requirements. Description: As part of its SBTi commitments, Sunrise monitors greenhouse-gas emissions from its operations. Scope 1 and 2 include direct emissions from sources owned or controlled by the company, such as heating, owned or leased fleet and coolants, as well as indirect emissions from purchased electricity, heat and other sources. Achievement: In 2024, Sunrise decreased its Scope 1 and 2 location-based emissions by 27% compared to 2023 which represents a change of -37% in comparison to the base year 2022. Target 4: Carbon emissions Scope 3 Sunrise is committed to a reduction of 30% of its Scope 3 GHG emissions by 2032 (base year 2022). This target is linked to SBTi requirements. Description: Scope 3 emissions originate from the upstream and downstream value chain. Achievement: For scope 3, the foundation has been established by the timely submission of a model to SBTi. The model was submitted on 10 April 2024 and approval was received on 6 September 2024. Target 5: Share of women in leadership roles Sunrise aims to achieve a share of women in leadership roles of at least 25% by 2030 (base year 2023: 16.9%). Description: Sunrise tracks its performance by measuring the percentage of women in upper management (level 5 and above). Achievement: In 2024, Sunrise increased t share of women in leadership roles to 18.1%. External assurance Sunrise engaged KPMG AG to undertake independent limited assurance using the assurance standards ISAE 3000 (Revised) for the Sustainability Information in the section Sustainability-linked debt instruments in the Sustainability Report for the year 2024. The selected sustainability information consists of key performance indicators in the following areas for the year 2024: renewable electricity, increase in energy efficiency calculated as electricity consumed/ terabyte (TB) of data traffic, Scope 3 GHG emissions, cumulative reduction in Scope 1&2 GHG emissions compared to 2022 baseline and share of women in leadership roles. KPMG AG has provided limited assurance over this selected data which is available in the independent limited assurance report. The level of assurance provided for a limited assurance engagement is substantially lower than for a reasonable assurance engagement. In order to reach its conclusion, KPMG AG performed a range of procedures, the summary of 105 Sunrise Annual Report 2024 I Sustainability 12 This refers to total electricity used to run the Sunrise networks, including renewable electricity produced and consumed, but excluding electricity consumed in non- network facilities (for example offices or shops) and excluding electricity consumed for customer data transported through leased lines for which electricity is not recharged by the lessor. Transport includes both Internet protocol (IP) based data traffic from fixed broadband services (such as web browsing, IP TV streaming, voice services) and data traffic from mobile services and customer data is represented by terabyte (TB) of data traffic generated.

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which is included within its assurance report. Non- financial performance information, GHG quantification and data usage in particular are subject to more inherent limitations than financial information. It is important to read the GHG emissions and intensity information in the context of the full KPMG AG limited assurance report and the reporting criteria as set out in the updated Sustainability Reporting Criteria available on the Sunrise website. 106 Sunrise Annual Report 2024 I Sustainability

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Employee data Employee data is generally based on data as at the end of 2024. Following the operational-control approach, data of all Swiss entities (Sunrise GmbH, ello) and Sunrise Portugal are included. The number of employees reflects all employees excluding interns, vocational trainees and the social plan. All further exceptions are listed in the table. Some historical data in the following tables differ from the figures published in the previous report due to adjustments in the calculation method and/or rebasing of headcounts during the reporting year. GRI 2-7 Employees 2022 2023 2024 (HC) (FTE) (HC) (FTE) (HC) (FTE) Number of employees 3075 2974 3113 3012 2950 2858 Women 872 808 922 862 884 825 Men 2203 2166 2191 2151 2066 2033 Switzerland 2930 2829 2845 2746 2676 2585 Sunrise Portugal 145 145 268 266 274 273 2022 (HC) 2023 (HC) 2024 (HC) Number of permanent employees 2907 2983 2886 Women 786 857 858 Men 2121 2126 2028 Switzerland 2856 2788 2621 Sunrise Portugal 51 195 265 Number of temporary employees 168 130 64 Women 86 65 26 Men 82 65 38 Switzerland 74 57 55 Sunrise Portugal 94 73 9 Number of non-guaranteed hours employees 0 0 0 2022 (HC) 2023 (HC) 2024 (HC) Number of full-time employees 2707 2753 2597 Women 649 711 671 Men 2058 2042 1926 Switzerland 2562 2487 2324 Sunrise Portugal 145 266 273 Number of part-time employees 368 360 353 Women 223 211 213 Men 145 149 140 Switzerland 364 358 352 Sunrise Portugal 0 2 1 107 Sunrise Annual Report 2024 I Sustainability

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2022 (HC) 2023 (HC) 2024 (HC) Number of vocational trainees 190 195 199 Women 76 77 77 Men 114 118 122 • Sunrise GmbH only (ello and Sunrise Portugal excluded) GRI 2-30 Employees covered by collective bargaining agreements 2022 2023 2024 Employees covered by collective bargaining agreements 66 % 65 % 63 % • Sunrise GmbH only (ello and Sunrise Portugal excluded) • Included: employees level 1–4, trainees and interns • Excluded: employees whose title is journalist or editor GRI 401-1 New employee hires and employee attrition 2022 (HC) 2023 (HC) 2024 (HC) Number of new employees 474 368 300 Women 167 118 99 Men 307 250 201 Number of employees who have left Sunrise 425 353 293 Women 153 96 97 Men 272 257 196 Attrition rate 14.7 % 12.0 % 11.0 % • Sunrise GmbH only (ello and Sunrise Portugal excluded) • Attrition rate: Calculation based on leavers (relevant for attrition calculation) / average number of employees Sunrise GmbH (HC) of reporting year GRI 403 Occupational health and safety 2022 2023 2024 Sickness rate 3.4 % 3.0 % 3.1 % • Sunrise GmbH only (ello and Sunrise Portugal excluded) • Calculation based on total hours of sickness / total hours of target hours GRI 404-3 Career development 2022 2023 2024 Percentage of employees receiving regular performance and career development reviews 96 % 97 % 97 % • Sunrise GmbH only (ello and Sunrise Portugal excluded) 108 Sunrise Annual Report 2024 I Sustainability

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GRI 405-1 Diversity of governance bodies and employees 2022 (HC) 2023 (HC) 2024 (HC) Executive committee (Level 7-9) 14 9 9 Women 3 1 1 Men 11 8 8 < 30 years 0 0 0 30-50 years 7 5 4 > 50 years 7 4 5 Senior management (Level 6-7) 106 99 97 Women 14 13 16 Men 92 86 81 < 30 years 0 0 0 30-50 years 71 71 67 > 50 years 35 28 30 Management (Level 5) 829 851 837 Women 143 148 155 Men 686 703 682 < 30 years 8 7 7 30-50 years 575 580 558 > 50 years 246 264 272 Non-management (Level 1-4) 1937 1844 1688 Women 631 611 559 Men 1306 1233 1129 < 30 years 451 436 401 30-50 years 1234 1155 1058 > 50 years 252 253 229 • Sunrise GmbH only (ello and Sunrise Portugal excluded) 2022 2023 2024 Share of Woman in Leadership Roles (level 5+) 16.8 % 16.9 % 18.1 % • Sunrise GmbH only (ello and Sunrise Portugal excluded) • Calculation based on total women level 5+/total employees Sunrise GmbH (HC excluding garden leave) Additional information on diversity 2022 2023 2024 Number of employee nationalities 75 79 80 • Included: vocational trainees 109 Sunrise Annual Report 2024 I Sustainability

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Environmental data The Sunrise greenhouse-gas (GHG) inventory was calculated according to the Greenhouse Gas Protocol Corporate Standard. All six greenhouse gases covered by the Kyoto Protocol — carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs) and sulphur hexafluoride (SF6) — were included in the scope of the inventory. Emissions factors are converted to CO2e using global-warming-potential (GWP) rates derived from the most recent IPCC Assessment Report. Next to the requirements of the GHG Protocol, Sunrise adheres to the approach laid out by the Science Based Targets initiative (SBTi) to calculate its GHG emissions. The boundaries for the inventory were set following an operational-control approach. Sunrise accounts for 100% of the emissions over which it has operational control. Data was collected for the calendar year 1 January 2024 to 31 December 2024. Emissions from Scope 3 categories 1, 2, 3, 4, 5, 6, 7, 9, 11, 12 and 13 were calculated on the basis of activity data collected directly from data owners. Emissions factors used include the UK government’s 2024 greenhouse-gas reporting conversion factors, the United States Environmental Protection Agency’s Supply Chain Greenhouse Gas Emission Factors for US Industries and Commodities, International Energy Agency (IEA) factors for global electricity consumption, representative product LCA and energy-consumption data from Apple, Samsung and other manufacturers, and supplier emissions publicly disclosed via CDP where available. More detailed descriptions of emissions factors used will be available in the Sunrise 2024 CDP disclosure. 2022 is selected as the base year for reporting of greenhouse-gas emissions on the basis that this is the year for which the best data is available following the 2020 merger between Sunrise and UPC. It has been selected as the base year for assessment of progress against targets and for submission of near-term targets to the SBTi. In 2025 Sunrise expects to update the targets and achievements, including base-year numbers, submitted to the SBTi, applying the publicly available conversion factors that more closely reflect the emissions pattern in the locations of Sunrise operational presence. GRI 302-1 Energy consumption within the organization in MWh  2022 2023 2024 Δ (in %) Total energy consumption 185054 189892(1) 190345 0.2 % Heating Fuel oil 462 436 576 32 % Heating Natural gas 1508 1111 993 -11 % Heating Diesel 97 87 119 37 % Heating District heating 3777 2530 2239 -12 % Cooling Purchased cooling 2485 2437 2414 -1 % Electricity (Office and Network) Electricity 172683 179480(1) 181622 1 % Fleet Petrol 121 92 55 -40 % Fleet Diesel 3921 3719 2327 -37 % Renewable sources 172683 179480(1) 181622 1 % Non-renewable sources 12371 10412 8723 -16 % 1 Updated following audit due to change in electricity consumption 110 Sunrise Annual Report 2024 I Sustainability

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GRI 302-3 Energy intensity     2022 2023 2024 Δ (in %)  Total energy(1) intensity ratio  MWh/revenue in mCHF  - - 63.1 - Total energy(1) intensity ratio  MWh/petabyte of data traffic 48.7 42 35.5 -15 % 1 Relates to energy in GRI 302-1 GRI 305-1 Scope 1 GHG emissions in tCO2e 2022 2023 2024 Δ (in %) Total Scope 1 CO2e emissions 1931 1759 1204 -32 % Stationary combustion Natural Gas 305 225 182 -19 % Stationary combustion Diesel 26 23 30 30 % Stationary combustion Fuel Oil 112 105 164 57 % Mobile combustion (fleet) Diesel 1010 941 589 -37 % Mobile combustion (fleet) Petrol 29 21 12 41 % Fugitive emissions Refrigerants 448 444 226 -49 % GRI 305-2 Scope 2 GHG emissions in tCO2e 2022 2023 2024 Δ (in %) Total Scope 2 CO2e emissions (location- based) 4989 5148(3) 4359 -15 % Total Scope 2 CO2e emissions (market- based) 707 517(3) 454 -12 % Electricity (location- based) Electricity(1) 4283 4631(3) 3905 -16 % Electricity (market- based) Electricity(2) 0 0 0 - Heating District heating 645 455 402 -12 % Cooling Purchased cooling 62 63 52 -17 % 1 Before offsetting through the purchase of Renewable Energy Guarantees of Origin 2 After offsetting through the purchase of Renewable Energy Guarantees of Origin 3 Updated following audit due to change in electricity consumption 111 Sunrise Annual Report 2024 I Sustainability

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GRI 305-3 Scope 3 GHG emissions in tCO2e 2022 2023 2024 Δ (in %) Total Scope 3 CO2e emissions 182945(5) 167856(3, 5) 165213 -2 % 1. Purchased goods & services Purchased goods & services 150798 139721 128048 -8 % 2. Capital goods CPE and network investments 14201 9877 20767 110 % 3. Fuel-and energy- related Activities(1, 2) Scope 1 and 2 fuel and energy 2664 2682(3) 1700 -37 % 4. Upstream transportation & distribution Supply chain spend 6279 6002 4955 -17 % 5. Waste generated in operations Waste and water 5 9 67 627 % 6. Business travel Employee business travel 1207 1875 1714 -9 % 7. Employee commuting Employee commuting and homeworking(4) 2350 2201 2294 4 % 9. Downstream transportation & distribution SIM card retail 0.7(5) 0.3(5) 0.3 -2 % 11. Use of sold products Mobiles and devices 112 317 273 -14 % 12. End-of-life treatment of sold products Mobiles and devices 176(5) 176(5) 178 1 % 13. Downstream leased assets CPE annual electricity consumption 5152 4996 5217 4 % 1 Energy from purchased cooling is excluded from scope 3 category 3 due to unavailability of information relating to equipment used to generate cooling. Purchased cooling accounts for 1% of Sunrise’s total energy consumption in 2023.  2 A transmission and distribution emissions factor for purchased heat and steam in Switzerland was created using World Bank grid loss rates and the district heat and steam emissions factor from the UK government's 2023 greenhouse gas reporting conversion factors.  3 Updated following audit due to change in electricity consumption 4 Homeworking is not included in SBTi submission 5 Due to inclusion of SIM card and their end of life emissions during the SBTi validation process, this figure has been adjusted compared to the previous report. GRI 305-4 GHG emissions intensity     2022 2023 2024 Δ (in %)  Scope 1, 2 (market- based) and 3 emissions intensity ratio  tCO2e/revenue in mCHF  - - 55.3 - Scope 1, 2 (market- based) and 3 emissions intensity ratio tCO2e/petabyte of data traffic 48.8 37.6 31.1 -17 % 112 Sunrise Annual Report 2024 I Sustainability

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GRI 306 Waste 2022 2023 2024 Recycling Paper and cardboard tonnes 11 11 10 Recycling Plastics tonnes 0.5 0.5 2 Recycling Office computing and electrical equipment tonnes 6 5 7 Recycling Network e-waste tonnes 1 1.3 0.4 Recycling Glass tonnes 1 0.1 0 Reuse Network waste number of units 1583 6951 5742 Incineration Non-hazardous municipal solid waste tonnes 69 76 48 113 Sunrise Annual Report 2024 I Sustainability

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GRI Content Index Sunrise Communications AG has reported in accordance with the GRI Standards for the period 1 January 2024 to 31 December 2024. This Sustainability Report marks the second sustainability report of Sunrise and is intended to provide readers with a comprehensive understanding of the company’s commitment to sustainability. It explains how sustainability aspects are implemented in the strategy, business model and organization of Sunrise. Sunrise plans to publish a sustainability report on an annual basis. This Sustainability Report covers the entities under the operational control of Sunrise. Any deviations from this are declared at the point of information. This report was published on 28 February 2025. The contact point for questions and suggestions regarding the report is: Sunrise GmbH sustainability@sunrise.net Marisa Hürlimann Thurgauerstrasse 101B 8152 Glattpark (Opfikon) 114 Sunrise Annual Report 2024 I Sustainability

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GRI 1 used: GRI 1: Foundation 2021 Applicable GRI Sector Standard: none General Disclosures GRI Standard/Disclosure Location/Information Omission 1. The organization and its reporting practices GRI 2: General Disclosures 2021 2-1 Organisational details GRI Content Index 2-2 Entities included in the organization’s sustainability reporting GRI Content Index Employee data Environmental data 2-3 Reporting period, frequency and contact point GRI Content Index 2-4 Restatements of information All restatements can be found in the respective chapters. 2-5 External assurance Limited assurance report 2. Activities and workers GRI 2: General Disclosures 2021 2-6 Activities, value chain and other business relationships Strategy (Annual Report) Products and Services (Annual Report) 2-7 Employees People attraction, development and retention Employee data 2-8 Workers who are not employees Information unavailable/ incomplete Sunrise currently evaluates if this information will be included in the next year’s report. 3. Governance GRI 2: General Disclosures 2021 2-9 Governance structure and composition Corporate Governance Report 2-10 Nomination and selection of the highest governance body Corporate Governance Report 2-11 Chair of the highest governance body Corporate Governance Report 115 Sunrise Annual Report 2024 I Sustainability

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2-12 Role of the highest governance body in overseeing the management of impacts Sustainability organization 2-13 Delegation of responsibility for managing impacts Sustainability organization 2-14 Role of the highest governance body in sustainability reporting Sustainability organization 2-15 Conflicts of interest Corporate Governance Report 2-16 Communication of critical concerns Business ethics and governance Corporate Governance Report 2-17 Collective knowledge of the highest governance body Corporate Governance Report 2-18 Evaluation of the performance of the highest governance body Compensation Report 2-19 Remuneration policies Compensation Report 2-20 Process to determine remuneration Compensation Report 2-21 Annual total compensation ratio Confidentiality constraints: Sunrise does not communicate information on median salaries. 4. Strategy, policies and practices GRI 2: General Disclosures 2021 2-22 Statement on sustainable development strategy Message to Stakeholders Shareholder Letter (Annual Report) 2-23 Policy commitments Code of Conduct Vendor Code of Conduct Human Rights Policy 2-24 Embedding policy commitments People attraction, development and retention Business ethics and governance Responsible supply chain 2-25 Processes to remediate negative impacts Business ethics and governance Code of Conduct 2-26 Mechanisms for seeking advice and raising concerns Business ethics and governance Corporate Governance Report 116 Sunrise Annual Report 2024 I Sustainability

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2-27 Compliance with laws and regulations Business ethics and governance Non-ionising radiation (NIR) 2-28 Membership associations Stakeholder management 5. Stakeholder engagement GRI 2: General Disclosures 2021 2-29 Approach to stakeholder engagement Stakeholder management 2-30 Collective bargaining agreements People to attraction, development and retention Employee data 117 Sunrise Annual Report 2024 I Sustainability

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Material Topics GRI Standard/Disclosure other source Location/Information Omission GRI 3: Material Topics 2021 3-1 Process to determine material topics Sustainability strategy 3-2 List of material topics Sustainability strategy People attraction, development and retention GRI 3: Material Topics 2021 3-3 Management of material topics People attraction, development and retention GRI 401: Employment 2016 401-1 New employee hires and employee turnover Employee data GRI 404: Training and Education 2016 404-2 Programmes for upgrading employee skills and transition assistance programs People attraction, development and retention 404-3 Percentage of employees receiving regular performance and career development reviews Employee data Own indicators Number of vocational trainees Employee data Engagement Score People attraction, development and retention Diversity, equity and inclusion GRI 3: Material Topics 2021 3-3 Management of material topics Diversity, equity and inclusion GRI 405: Diversity and Equal Opportunity 2016 405-1 Diversity of governance bodies and employees Employee data Own Indicators Inclusion score average Diversity, equity and inclusion Number of nationalities Employee data 118 Sunrise Annual Report 2024 I Sustainability

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Employees' health and well-being GRI 3: Material Topics 2021 3-3 Management of material topics Employees' health and well-being GRI 403: Occupational Health and Safety 2018 403-1 Occupational health and safety management system Employees' health and well-being 403-2 Hazard identification, risk assessment, and incident investigation Employees' health and well-being 403-3 Occupational health services Employees' health and well-being 403-5 Worker training on occupational health and safety Employees' health and well-being 403-6 Promotion of worker health Employees' health and well-being 403-8 Workers covered by an occupational health and safety management system Employees' health and well-being Own indicators Sickness rate Employee data Energy use and climate protection GRI 3: Material Topics 2021 3-3 Management of material topics Energy use and climate protection GRI 302: Energy 2016 302-1 Energy consumption within the organization Environmental data 302-3 Energy intensity Environmental data 302-4 Reduction of energy consumption Environmental data GRI 305: Emissions 2016 305-1 Direct (Scope 1) GHG emissions Environmental data 305-2 Energy indirect (Scope 2) GHG emissions Environmental data 305-3 Other indirect (Scope 3) GHG emissions Environmental data 119 Sunrise Annual Report 2024 I Sustainability

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305-4 GHG emissions intensity Environmental data 305-5 Reduction of GHG emissions Environmental data Product design and circular economy GRI 3: Material Topics 2021 3-3 Management of material topics Product design and circular economy GRI 306: Waste 2020 306-4 Waste diverted from disposal Environmental data Own indicators Number of devices returned via trade-in programmes Product design and circular economy Non-ionising radiation (NIR) GRI 3: Material Topics 2021 3-3 Management of material topics Non-ionising radiation (NIR) Network quality and reliability GRI 3: Material Topics 2021 3-3 Management of material topics Network quality and reliability Own indicators Network availability Network quality and reliability Network incidents Network quality and reliability Digitalisation and innovation GRI 3: Material Topics 2021 3-3 Management of material topics Digitalisation and innovation User protection and satisfaction GRI 3: Material Topics 2021 3-3 Management of material topics User protection and satisfaction 120 Sunrise Annual Report 2024 I Sustainability

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Privacy and data security GRI 3: Material Topics 2021 3-3 Management of material topics Privacy and data security Business ethics and governance GRI 3: Material Topics 2021 3-3 Management of material topics Business ethics and governance GRI 205: Anti-corruption 2016 205-2 Communication and training about anti-corruption policies and procedures Business ethics and governance 205-3 Confirmed incidents of corruption and actions taken Business ethics and governance GRI 206: Anti-competitive Behavior 2016 206-1 Legal actions for anti-competitive behavior, anti-trust, and monopoly practices Business ethics and governance Responsible supply chain GRI 3: Material Topics 2021 3-3 Management of material topics Responsible supply chain GRI 308: Supplier Environmental Assessment 2016 308-1 New suppliers that were screened using environmental criteria Responsible supply chain GRI 414: Supplier Social Assessment 2016 414-1 New suppliers that were screened using social criteria Responsible supply chain 121 Sunrise Annual Report 2024 I Sustainability

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Content index for non-financial reporting in accordance with the Swiss Code of Obligations (Art. 964a ff. CO) The chapters of the Annual Report 2024 referenced in this content index cover the reporting requirements related to transparency on non-financial matters in accordance with Art. 964a ff. of the Swiss Code of Obligations. The Annual Report 2024 was published on 28 February 2025, and was approved by the Sunrise Board. This report, including the the following content index, is subject to approval by the shareholders at the Annual General Meeting on 13 May 2025. Art. 964a ff. CO requirement Reference General information Business operations and impacts Description of the business model Operational & Financial Review (Annual Report) Sustainability at Sunrise Main risks ESG Risk Management  Risk Management (Annual Report) Non-financial matters Environmental matters Energy use and climate protection Product design and circular economy Non-ionising radiation (NIR) Task Force on Climate-Related Financial Disclosures (TCFD) Report Environmental data Social issues Network quality and reliability  Digitalisation and innovation  User protection and satisfaction Privacy and data security Employee-related issues People attraction, development and retention Diversity, equity and inclusion  Employee’s health and well-being Employee data Respect for human rights Responsible supply chain Diversity, equity and inclusion Combating corruption Business ethics and governance Sunrise complies with the Swiss Code of Obligations Art. 964j and the Ordinance on Due Diligence and Transparency in relation to Minerals and Metals from Conflict-Affected Areas and Child Labour (DDTrO). Details of the reporting regarding child-labor due diligence can be accessed here. Sunrise is exempt from the due-diligence and reporting requirements in relation to minerals and metals as Sunrise does not import raw materials into Swiss customs territory, nor process minerals in Switzerland. Furthermore, Sunrise has prepared its climate-related disclosures in accordance with Article 964b of the Swiss Code of Obligations, incorporating the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) as mandated by the Swiss Ordinance on Climate Disclosures.13 122 Sunrise Annual Report 2024 I Sustainability 13 The disclosure has taken into consideration the following TCFD guidance documents: "Recommendations of the Task Force on Climate-related Financial Disclosures", "Implementing the Recommendations of the Task Force on Climate-related Financial Disclosures", and “Guidance on Metrics, Targets, and Transition Plans”.

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CORPORATE GOVERNANCE 127 Sunrise Annual Report 2024 I Corporate Governance Group Structure and Shareholders 128 Capital Structure 130 Board of Directors 134 Executive Committee 146 Compensation, Shareholdings and Loans 150 Shareholder‘s Participation Rights 151 Change of Control and Defence Measures 153 Auditor 154 Information Policy 155 Ordinary black out periods 155 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Report Financial Statements Sunrise is proud main partner of Swiss Ski and partner of World Champion Marco Odermatt.

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Corporate Governance Corporate governance at Sunrise Communications AG ("Sunrise" or the "Company") and its subsidiaries (together the "Group") is ensured by the activities of the Board of Directors (the "Board"), the Committees of the Board ("the”Committees"), the Chief Executive Officer (the "CEO") and the Executive Committee (the "Executive Committee") in accordance with the Articles of Association (the "Articles"), the Organizational Regulations (the "Organizational Regulations") and the Committee Charters (the "Committee Charters"). The corporate governance report has been prepared in accordance with the Directive on Information Relating to Corporate Governance of 29 June 2022, issued by SIX Exchange Regulation AG. All information within this corporate governance report refers to the Company organization, internal regulations and Articles that were in effect as of 31 December 2024 (unless specifically stated otherwise). The Articles are available on the Company website page Guidelines and principles. The Organizational Regulations and the Committee Charters can be ordered from Sunrise free of charge. Group Structure and Shareholders Group Structure Overview For an overview of the management organization and operational group structure as of 31 December 2024, please refer to the table below Operational non-listed entities, to the Subsidiaries and Associates section of the Financial Statements of the Annual Report and to the Board of Directors and Executive Committee descriptions in this report. Company Sunrise Communications AG, Thurgauerstrasse 101b, 8152 Glattpark (Opfikon), Switzerland, listed as of 8 November 2024. Listing Class A Shares: SIX Swiss Exchange Class A ADS: Nasdaq Global Select Market ("Nasdaq") Market capitalization based on shares issued14 CHFm 2,845 as of 31 December 2024 Shares held by Sunrise 1.24 % of Sunrise share capital as of 31 December 2024 is held by Sunrise. Security numbers Class A Shares: ISIN-Code CH1386220409, Swiss Security-No. 138622040 Ticker symbol SUNN Class A ADS: ISIN-Code US8679751045, CUSIP 86797 5104 Ticker symbol: SNRE 128 Sunrise Annual Report 2024 I Corporate Governance 14 The calculation of market capitalization reflects the total number of issued Class A Shares and Class B Shares and the share price as listed on the SIX Swiss Exchange as of 30 December 2024. Class B Shares were accounted for in proportion to their lower par value compared to Class A Shares.

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Operational non-listed entities Sunrise holds the following operational affiliates: Company name Registered office 31 December 2024 participation in % 31 December 2024 Share capital CH Media TV AG Switzerland 20 1'000'000 ello communication S.A. Switzerland 60 1'000'000 ITV Betriebsgesellschaft GmbH Switzerland 50 20'000 naxoo SA Switzerland 49 4'500'000 Télélavaux S.A. Switzerland 80 700'000 Télédistal S.A. Switzerland 38.9 (indirect) 600'000 REGIONALE GEMEINSCHAFTEN- ANLAGE SPIEZ AG REGAS Switzerland 30 300'000 SITEL S.A. Switzerland 67 20'850'000 TELDAS GmbH Switzerland 23 100'000 Sunrise Portugal S.A. Portugal 100 100'000 Swiss-Ski Store GmbH Switzerland 50 1'200'000 Tele Ticino SA Switzerland 9.1 4'950'004.80 Swiss Open Fiber AG Switzerland 100 100'000 InterGGA AG Switzerland 6.2 943'000 SVIT Immobilien Forum AG Switzerland 2.1 196'000 Diatel SA Switzerland 2.5 200'000 KABAG Kabelfernsehanlage Berg AG Switzerland 16.7 150'000 Significant shareholders Pursuant to the information provided to the Company by its shareholders in compliance with the Financial Market Infrastructure Act (FMIA), the following shareholders disclosed significant (≥ 3 % of the registered share capital) positions as of 31 December 2024.15 Disclosure notifications of significant shareholdings in Sunrise that were filed by or before 31 December 2024, with Sunrise and SIX Exchange Regulation AG are available on the website of SIX Exchange Regulation AG at www.ser-ag.com/en/resources/ notifications-market-participants/significant- shareholders.html#/. Beneficial Owner Shares 1 Other Purchase Positions 1 Total Purchase Positions Michael T. Fries; John C. Malone; Leslie A. Malone; The Malone Family Land Preservation Fund2 29.116%. 0.023%. 29.139%. Seth Klarman3 7.318%. 2.439%. 9.757%. 1 Financial instruments such as convertible bonds, conversion and share purchase rights, granted (written) share sale rights and other derivative holdings. 2 Undertaking by an affiliated trust granting a right of first refusal over certain Sunrise shares as well as a voting proxy for such shares, subject to certain conditions. The shares reported by the group are partly held by trusts, the trustees of which are among the individuals reported. 3 Shares directly held by the legal entities The Baupost Group L.L.C., Boston, U.S.; Baupost Limited Partnership 1983 A-1, Boston, U.S.; Baupost Limited Partnership 1983 B-1, Boston, U.S.; Baupost Limited Partnership 183 C-1, Boston, U.S.; Baupost Value Partners, L.P. I, Boston, U.S.; Baupost Value Partners, L.P. II, Boston, U.S.; Baupost Value Partners, L.P. III, Boston, U.S.; Baupost Value Partners, L.P. IV, Boston, U.S.; and PB Institutional Limited Partnership, Boston, U.S. 129 Sunrise Annual Report 2024 I Corporate Governance129 Sunrise Annual Report 2024 I Corporate Governance 15 The percentage of voting rights must be read in context with the applicable stock exchange and disclosure rules. The actual shareholdings may differ from the figures indicated in the table, as the Company must only be notified by its shareholders if one of the thresholds defined in Article 120 of the Financial Market Infrastructure Act is crossed.

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Cross shareholdings As of 31 December 2024, Sunrise had no cross shareholdings with any other company exceeding 5% of the capital or voting rights. Capital Structure Share capital As of 31 December 2024, the Company’s capital structure was as follows: Ordinary share capital issued CHF 7,235,743.36 (par value) divided into 69,759,702 fully paid-in registered shares with a par value of CHF 0.10 each ("Class A Shares") and 25,977,316 fully paid-in registered shares with a par value of CHF 0.01 each ("Class B Shares"). Conditional capital CHF 723,574.30 (par value) based on the capital range for financing, acquisitions and other purposes divided into 7,235,743 to be fully paid-in Class A Shares. CHF 723,574.30 (par value) for employee participation divided into 7,235,743 to be fully paid- in Class A Shares or up to 72,357,430 to be fully paid-in Class B Shares. Capital range Upper limit: CHF 7,959,317.70 (par value) Lower limit: CHF 6,512,169.02 (par value) The Articles are available on the Company website, section About us – Policies and Guidelines Corporate Governance at www.sunrise.ch/en/corporate/about- us/downloads. Exchange of Class B Shares CHF 259,773.10 (par value) based on the exchange of up to 25,977,316 fully paid-in Class B Shares for up to 2,597,731 fully paid-in Class A Shares. Details on capital range and conditional capital Capital range Article 4a of the Articles reads as follows: 1. The Company has a capital range ranging from CHF 6,512,169.02 (lower limit) to up to CHF 7,959,317.70 (upper limit). The Board of Directors shall be authorized within the capital range to increase or reduce the share capital once or several times and in any amounts or to acquire or dispose of registered shares directly or indirectly, until 8 November 2029 or until an earlier expiry of the capital range. The capital increase or reduction may be effected by issuing fully paid-in Class A Shares (registered shares) with a par value of CHF 0.10 and/or Class B Shares (registered shares) with a par value of CHF 0.01 and cancelling registered Class A Shares and/or Class B Shares, as applicable. 2. Subject to the limitations set forth in these articles of association, shareholders have a proportionate subscription right in the event of an issue of new Class A Shares and Class B Shares. This subscription right relates solely to Class A Shares for holders of Class A Shares and solely to Class B Shares for holders of Class B Shares. 3. In the event of an issue of shares, the subscription and acquisition of the new shares as well as any subsequent transfer of the shares shall be subject to the restrictions pursuant to Article 6 of these articles of association. 4. In the event of a capital increase within the capital range, the Board of Directors shall, to the extent necessary, determine the issue price, the type of contribution (including cash contributions, contributions in kind, set-off and conversion of reserves or of profit carried forward into share capital), the date of issue, the conditions for the exercise of subscription rights and the start date for dividend entitlement. In this regard, the Board of Directors may issue new Class A Shares and Class B Shares by means of a firm underwriting through a financial institution, a syndicate of financial institutions or another third party and a subsequent offer to the existing shareholders or third parties (if the subscription rights of the existing shareholders have been withdrawn or have not been duly exercised). The Board of Directors is entitled to permit, restrict or exclude the trading of subscription rights. It may permit the expiration of subscription rights that have not been duly exercised, or it may place such rights or shares as to which subscription rights have been granted, but not duly exercised, at market conditions or may use them otherwise in the interest of the Company. 5. In the event of a share issue, the Board of Directors is authorized to withdraw or restrict subscription rights of existing shareholders relating to Class A Shares and allocate such rights to third parties, the Company or any of its group companies: a. if the issue price of the new shares is determined by reference to the market price; or b. for raising equity capital in a fast and flexible manner, which would not be possible, or would only be possible with great difficulty or at 130 Sunrise Annual Report 2024 I Corporate Governance

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significantly less favourable conditions, without the exclusion of the subscription rights of existing shareholders; or c. for the acquisition of companies, parts of companies, participations or of tangible or intangible assets by, or for investment projects of, the Company or any of its group companies, or for the financing or refinancing of any of such transactions through a placement of shares; or d. for purposes of broadening the shareholder constituency of the Company in certain financial or investor markets, for purposes of the participation of strategic partners including financial investors, or in connection with the listing of new shares on domestic or foreign stock exchanges; or e. for the participation of members of the Board of Directors, members of the Executive Committee, employees, contractors, consultants or other persons performing services for the benefit of the Company or any of its group companies. 6. After a change of the par value, new Class A Shares and Class B Shares, as applicable, shall be issued within the capital range with the same par value as the existing Class A Shares and Class B Shares. 7. In the event of a reduction of the share capital within the capital range, the Board of Directors shall, to the extent necessary, determine the use of the reduction amount. Conditional share capital based on the capital range for financing, acquisitions and other purposes Article 4b of the Articles reads as follows: 1. The share capital may be increased within the capital range through the issuance of up to 7,235,743 fully paid-in Class A Shares (registered shares) with a par value of CHF 0.10 each through the exercise or mandatory exercise of conversion, exchange, option, subscription or other rights to acquire Class A Shares, or through obligations to acquire Class A Shares, which were granted to or entered into with shareholders or third parties alone or in connection with bonds, notes, options, warrants or other securities or contractual obligations of the Company or any of its group companies (hereinafter collectively the Financial Instruments). The subscription rights of shareholders shall be excluded when Class A Shares are issued on the basis of any Financial Instruments. The then current owners of such Financial Instruments shall be entitled to acquire the new Class A Shares issued upon the exercise of any Financial Instruments. The main conditions of the Financial Instruments shall be determined by the Board of Directors. The Board of Directors shall be authorized to withdraw or restrict advance subscription rights of shareholders in connection with the issuance of Financial Instruments by the Company or one of its group companies if (1) there is an important reason pursuant to Article 4a para. 4 of these articles of association or (2) the Financial Instruments are issued on appropriate terms. If the advance subscription rights are neither granted directly nor indirectly by the Board of Directors, the following shall apply: a. the acquisition price of the Class A Shares shall be set taking into account the market price at the date on which the Financial Instruments are issued; and b. the Financial Instruments may be converted, exchanged or exercised during a maximum period of 15 years from the date of the relevant issuance or entry. 2. The declaration of acquisition of Class A Shares based on this Article 4b shall refer to this Article 4b and be made in a form that allows proof by text. A waiver of the right to acquire Class A Shares based on this Article 4b may also occur informally or by lapse of time; this also applies to the waiver of the exercise and forfeiture of this right. 3. The direct or indirect acquisition of Class A Shares based on this Article 4b and any subsequent transfer of Class A Shares shall be subject to the restrictions of Article 6 of these articles of association. The grant of rights to acquire Class A Shares or the entering into of obligations to acquire Class A Shares on the basis of this Article 4b is only permitted as far as Article 4a of these articles of association concerning the capital range is in full force. The lapse of the capital range shall not affect the validity of rights to acquire Class A Shares granted or obligations to acquire Class A Shares entered into on the basis of this Article 4b. If such rights or obligations have been granted or entered into, this Article 4b shall not cease to be effective upon the lapse of the capital range. 131 Sunrise Annual Report 2024 I Corporate Governance

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Conditional share capital for employee participation Article 4c of the Articles reads as follows: 1. The share capital may be increased in an amount not to exceed CHF 723,574.30 through the issuance of up to 7,235,743 fully paid-in Class A Shares or up to 72,357,430 fully paid-in Class B Shares through the direct or indirect issuance of such registered shares, or through the exercise or mandatory exercise of rights to acquire such registered shares or through obligations to acquire such registered shares, which were granted to or entered into with members of the Board of Directors, members of the Executive Committee, employees, contractors or consultants of the Company or its group companies, or other persons providing services to the Company or its group companies. 2. The subscription rights and advance subscription rights of the shareholders of the Company shall be excluded in connection with the issuance of such shares, rights or purchase obligations. The issuance of such shares, rights or purchase obligations shall be made in accordance with one or more plans, regulations or resolutions to be issued by the Board of Directors or, to the extent delegated to it, the Compensation Committee, and to the extent applicable, taking into account the compensation principles pursuant to Article 29 of these articles of association. The issuance of such shares may be made at a price below the respective stock exchange price and such rights or purchase obligations may be granted below their intrinsic value. 3. The declaration of acquisition of shares based on this Article 4c shall refer to this Article 4c and be made in a form that allows proof by text. A waiver of the right to acquire shares based on this Article 4c may also occur informally or by lapse of time; this also applies to the waiver of the exercise and forfeiture of this right. 4. The direct or indirect acquisition of shares based on this Article 4c and any subsequent transfer of such shares shall be subject to the restrictions of Article 6 of these articles of association. Exchange of Class B Shares Article 4d of the Articles reads as follows: Holders of Class B Shares can exchange any ten Class B Shares for one Class A Share. The Board of Directors shall update the articles of association annually in a resolution in the form of a public deed. Changes in capital Sunrise was incorporated by Liberty Global Ltd. (Liberty Global) and registered with the commercial register of the Canton of Zurich on 3 May 2024, with a registered share capital of CHF 100,000 divided into 1,000,000 registered shares with a par value of CHF 0.10 each. As part of the spin-off of Sunrise from Liberty Global, Sunrise renamed the 1,000,000 registered shares to Class A Shares and repurchased them from Liberty Global Ltd. on 8 November 2024. In addition, Sunrise increased its share capital through an ordinary capital increase by CHF 7,135,743.36 to CHF 7,235,743.36 by issuing 68,759,702 Class A Shares and 25,977,316 Class B Shares to Liberty Global Ltd.'s shareholders of record. Shares Security Ticker symbol ISIN Valor Number of securities issued Class A shares (per value of CHF 0.10 each) SUNN CH1386220409 138622040 69,759,702.00 Class B shares1 (per value of CHF 0.01 each) CH1386220722 138622072 25,977,316.00 1The Class B Shares are not listed on a stock exchange in any jurisdiction. 132 Sunrise Annual Report 2024 I Corporate Governance

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As of 31 December 2024, the Company has two share classes and the share capital of Sunrise is divided into 69,759,702 Class A Shares and 25,977,316 Class B Shares. All shares are issued in registered form. Each share entitles its holder to one vote (with regard to voting rights, please refer to section Shareholder’s Participation Rights, Voting Rights). The Company maintains a share register showing the name and address of the shareholders or usufructuaries. Only persons registered as shareholders, usufructuaries or nominees, of registered shares in the share register shall be recognized as such by the Company. Article 14 of the Articles stipulates the following voting rights limitation and regulations on representation under para. 1 and 2: 1. Each share shall convey the right to one vote. The voting rights are subject to the conditions of Articles 6 and 7 of these articles of association. 2. The Board of Directors shall establish the rules regarding the participation in and representation at the Shareholders' Meeting and determine the requirements as to proxies and instructions. A shareholder may be represented at the Shareholders' Meeting by the independent voting rights representative, their legal representative or, by means of a written proxy, by any other proxy who need not be a shareholder. All shares held by a shareholder may only be represented by one person. Paragraphs 3 to 4 of Article 14 refer to the independent voting rights representative. For the entire wording of Article 14 please see the Articles which are available on the Company website, section About us – Policies and Guidelines – Corporate Governance at www.sunrise.ch/en/corporate/about- us/downloads. All Sunrise shares are entitled to dividends, in relation to their par value, if declared. This means that Class B Shares have one-tenth of the economic entitlement of Class A Shares. Please find more information on the Company's website www.sunrise.ch/de/corporate/investor- relations/shareholder-resources. Participation certificates and profit sharing certificates As of 31 December 2024 Sunrise has not issued any non-voting equity securities, such as participation certificates ("Partizipationsscheine") or profit sharing certificates ("Genusscheine"). Limitation on transferability and nominee registration The Articles do not contain a clause limiting the transferability of shares. The Articles contain a nominee registration provision in Article 6, which reads as follows: 1. The Company shall maintain, itself or through a third party, a share register for the registered shares that lists the surname and name (the name of the company in case of a legal entity), the address and nationality (the place of incorporation in case of a legal entity) of the shareholders or usufructuaries. A person registered in the share register shall notify the share registrar of any change in contact information. Communications from the Company shall be deemed to have been validly made if sent to the shareholder's or authorized delivery agent's last registered contact information in the share register. 2. Persons acquiring registered shares shall be registered in the share register as shareholders with voting rights upon their request if they expressly declare that they have acquired these registered shares in their own name and for their own account, that there is no agreement on the redemption of the relevant shares and that they bear the economic risk associated with the shares. 3. The Board of Directors may register individual persons who do not expressly make the declarations pursuant to paragraph 2 of this Article in the registration application (the Nominees), and with whom the Company has concluded a corresponding agreement, as shareholders with voting rights up to a maximum of 3% of the registered share capital entered in the commercial register. Above this registration limit, the Board of Directors may register Nominees with voting rights in the share register if the Nominees disclose the surnames and first names, addresses, nationality and shareholdings of those persons for whose account they hold 0.5% or more of the registered share capital entered in the commercial register. The Board of Directors is authorized to enter into agreements with nominees regarding the reporting obligation. 4. Legal entities and partnerships or other associations of persons or joint ownership relationships that are linked to each other by capital or voting rights, by common management or in any other way, as well as natural persons or legal entities or partnerships that act in a coordinated manner with a view to circumventing the 133 Sunrise Annual Report 2024 I Corporate Governance

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provisions on Nominees (in particular as a syndicate), shall be deemed to be a Nominee within the meaning of the preceding paragraph. 5. After hearing the registered shareholder or Nominee, the Board of Directors may cancel such person's registration in the share register with retroactive effect as of the date of registration if such registration was made based on false or misleading information. The relevant shareholder or Nominee shall be promptly informed of the cancellation. 6. The Board of Directors shall regulate all details and issue the instructions necessary to ensure compliance with the preceding provisions. In special cases, the Board of Directors may grant exceptions from the rules concerning Nominees. The Board of Directors may delegate its duties. As of 31 December 2024, Sunrise has only entered into nominee agreements with JPMorgan Chase Bank, N.A. acting as the depositary of Sunrise Class A ADS and Sunrise Class B ADS. The Articles are available on the Company website, section About us – Policies and Guidelines – Corporate Governance at www.sunrise.ch/en/ corporate/about-us/downloads. Exceptions granted in the year under review Sunrise has not granted any exceptions with regards to limitation of transferability and nominee registrations during the year under review. Required quora for a change of the limitations of transferability Pursuant to the Articles, a change of the limitations on the transfer of registered shares or the removal of such limitations requires a resolution of the Shareholders' meeting (the "Shareholders' Meeting") passed by at least two thirds of the votes represented and the majority of the par value of shares represented, as well as the majority of the votes of the Class B Shares represented. Convertible bonds and options As of 31 December 2024 Sunrise had no convertible bonds or options issued. Board of Directors Members of the Board of Directors Composition of the Board of Directors As of 31 December 2024, the Board comprised of seven non-executive members. The members of the Board are elected individually and for a term of office extending until completion of the next Annual General Meeting (the "AGM"). The Chairperson (the "Chairperson" or "Chairman") of the Board and the members of the Compensation Committee are elected annually by the Shareholders' Meeting. The following table sets forth the name, position with Sunrise and year of first election as a member of the Board for each member, followed by their curricula vitae with a short description of each member’s business experience, education and activities. A comprehensive list of all mandates that are comparable to board of directors or executive committee mandates at entities that have an economic purpose, other than within the Sunrise Group, is disclosed in the section Activities at other companies of the Compensation Report in accordance with Art. 734e CO. None of the members of the Board (members as of 31 December 2024) have ever been in a managerial position at Sunrise or any of its subsidiaries. None of the members of the Board have significant business connections with the Company or any of its subsidiaries. Members of the Board Name Age Position Michael T. Fries 61 Chair Adam Bird 58 Member of the Board Ingrid Deltenre 63 Member of the Board Thomas D. Meyer 62 Member of the Board Catherine Mühlemann 57 Member of the Board Enrique Rodriguez 62 Member of the Board Lutz Schüler 56 Member of the Board 134 Sunrise Annual Report 2024 I Corporate Governance

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135 Sunrise Annual Report 2024 I Corporate Governance Michael T. Fries. Mr Fries, a U.S. citizen, has nearly 40 years of experience in the telecom and media industry. He is the Chief Executive Officer of Liberty Global, a position he has held since 2005, and a co-founder of its predecessor over three decades ago. He has led Liberty Global’s investments and operations in Switzerland since 2005. Since 2017 Mr Fries has also been serving as the Executive Chairman of Liberty Latin America Ltd. He has been a member of the board of Lions Gate Entertainment Corp. since 2015, of Lionsgate Studios Corp. since 2024 and of Grupo Televisa S.A.B. since 2015. Since 2024 he has been serving on the GSMA board, and since 2013 on the Cable Labs board. Since 2017 he has been a trustee, and since 2023 he has been a finance committee member of the Paley Center for Media. He was recognized as a Telecom Governor of the World Economic Forum as of 2015; later he served as a Digital Communications Governor and Steering Committee Member and currently he holds the position of an ICT Governor of the World Economic Forum. Mr Fries holds a B.A. from Wesleyan University and an M.B.A. from Columbia University. Adam Bird. Mr Bird, a U.S. citizen, has over 30 years of experience advising clients in, among others, the telecom, media, advertising and content industries, most recently as a senior partner and Global Head of Consumer Technology & Media at McKinsey & Company since 2009. Prior to McKinsey & Company, Mr Bird was a senior partner at Booz Allen Hamilton, where he was the Managing Director of Global Consumer & Media Practices from 1997 to 2008. Mr Bird is a member of the Board of Trustees of the Paley Center for Media and the Board of Trustees of Wesleyan University. He holds a B.A. from Wesleyan University. Ingrid Deltenre. Ms Deltenre, a Swiss citizen, has over 25 years of experience in the media industry, having previously served as CEO of Publisuisse from 1999 to 2004 and as CEO of Swiss Television SFR from 2004 to 2009. In her role as CEO of Swiss Television SFR, she spearheaded the modernization of the organization, focusing on digital transformation, content diversification and audience engagement. From 2010 to 2017, Ms Deltenre served as the Director General of the European Broadcasting Union, a global association of European broadcasters. Ms Deltenre has been a member of the boards of directors of Givaudan SA since 2015 and Vice-Chairwoman since 2023, DHL Group since 2016, Banque Cantonale Vaudoise BCV since 2014, SPS Global since 2022 as well as Hochdorf Swiss Nutrition AG since 2024, and was formerly a member of the board of directors of Sunrise Communications Group AG from 2018 to 2020. Ms Deltenre holds an M.A. in Journalism and Educational Sciences from the University of Zurich.

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136 Sunrise Annual Report 2024 I Corporate Governance Thomas D. Meyer. Mr Meyer, a Swiss citizen, has been an operating partner at BLR Partners AG in Zurich since 2020. BLR Partners AG engages in advisory and investments for small and medium enterprises in the industrial sector. Prior to that, he spent over 30 years at Accenture in various national and international roles, from 2003 to 2020 as Managing Director, CEO and Country Managing Director, as Insurance Industry Lead Europe, Africa and Latin America (2013 – 2017) and Head of Accenture Digital for Austria, Germany, Switzerland and Russia (2016 – 2018). In 2020, Mr Meyer was the Chairman of the board of directors of Sunrise Communications Group AG. Mr Meyer has been a member of the board of directors of Neue Zürcher Zeitung AG since 2023, the supervisory board of Apleona GmbH in Germany since 2021, the boards of directors of Noser Group AG since 2020 and Artemis Holding AG since 2024. Furthermore, since 2021, he has been Chairman of Swisscontact, a Switzerland-based international foundation operating in 40 countries in the area of international development work, in a pro-bono function. Mr Meyer holds an M.B.A. from the University of St.Gallen and is actively engaged in its alumni organization. Catherine Mühlemann. Ms Mühlemann, a Swiss citizen, has over 25 years of experience in the media, telecom and e- commerce industries, having served as a partner at Andmann Media Holding from 2008 to 2015. Between 2001 and 2008, Ms Mühlemann held various positions at Viacom International Media Networks (formerly known as MTV Networks), including as the CEO of Central Europe and Emerging Markets and as Chair of the board of Viva Media AG. Prior to this, Ms Mühlemann was the programme director of TV3 in Switzerland, where she was responsible for its programming strategy and content development. From 1994 to 1998, Ms Mühlemann was a media counsellor at Swiss public television network SRF. Ms Mühlemann has been a member of the board of directors of CH Media TV AG since 2023, Jungfraubahn Holding AG since 2022 and has been the President of the Board of Trustees, Chairwoman of the IT Committee, the Finance Committee, and the Marketing Committee of the SWISS FILMS Foundation since 2021. She has also served on numerous boards of directors and supervisory boards, as applicable, in the past, including Somedia AG from 2019 to 2024, Telecolumbus AG from 2015 to 2018, Swisscom AG from 2006 to 2019 and Kabel Deutschland Holding AG (now part of Vodafone) from 2011 to 2023. Ms Mühlemann holds a Master of Arts in Media Sciences, Constitutional Law and German Literature from the University of Berne, a degree in Marketing and Business Economics from the Management School St. Gallen and a Federal Diploma in Public Relations Consulting from the Swiss Academy for Marketing & Communications (SAWI).

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137 Sunrise Annual Report 2024 I Corporate Governance Enrique Rodriguez. Mr Rodriguez, a U.S. citizen, has been the Executive Vice President & Chief Technology Officer of Liberty Global since July 2018. Mr Rodriguez has over 35 years of experience in high-technology and Fortune 500 global businesses. He previously served as the President, Chief Executive Officer and as a director of TiVo Corporation (TiVo) from November 2017 to July 2018. Prior to joining TiVo, Mr Rodriguez was Executive Vice President and Chief Technology Officer of AT&T Entertainment Group from August 2015 to November 2017. From January 2013 to July 2015, he served as Executive Vice President, Operations and Products for Sirius XM and was Group Vice President of Sirius XM from October 2012 to January 2013. Prior to his employment with Sirius XM, Mr Rodriguez was the Senior Vice President and General Manager of Cisco Systems’ service provider Video Technology Group. Mr Rodriguez holds a B.Sc. in Electronics & Communications Engineering from Instituto Tecnologico de Monterrey, Mexico. Lutz Schüler. Mr Schüler, a German citizen, has over 25 years of experience in the telecom industry, currently as the Chief Executive Officer of Virgin Media O2, a position he has held since the £31 billion merger of the Virgin Media and O2 businesses in 2021. From June 2019 to May 2021, he served as CEO of Virgin Media, after spending ten months as the company’s Chief Operating Officer. Prior to his time at Virgin Media, Mr Schüler was CEO of Unity Media from January 2011 to July 2018. Earlier in his career, Mr Schüler held several senior management roles with the Telefónica O2 group, including leading the integration of Hansenet Telekommunikation GmbH as its CEO in Germany following its acquisition by Telefónica O2 in 2010. Mr Schüler holds a Bachelor’s degree in Business Administration from Universität Augsburg and an M.B.A in Economics from Universität Augsburg.

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Changes in the Board in fiscal year 2024 All members of the Board were newly elected as part of the spin-off with effect from 8 November 2024. Prior to the spin-off, Mr Marcel Huber served as Chairman of the Board, and Ms Jennifer Ann Hodges and Mr Jany Fruytier served as members of the Board of Sunrise, all of whom resigned as of 8 November 2024. For further information on Mr Marcel Huber and Mr Jany Fruytier, please see section Members of the Executive Committee of this corporate governance report. Ms Hodges is a Managing Director, Legal at Liberty Global. Rules in the Articles regarding the number of permitted mandates outside the Company The Articles referred to in the following chapters are available on the Company website page Guidelines and principles. In accordance with Article 31 para. 1 of the Articles, no member of the Board may hold more than ten additional mandates of which no more than eight may be in listed companies. The following mandates are not subject to the limitations under para. 1 of this Article: • mandates in companies which are controlled by the Company or which control the Company; • mandates held at the request of the Company or companies controlled by it. No member of the Board may hold more than ten such mandates; and • mandates in associations, professional or trade associations, foundations, trusts, employee welfare foundations, educational institutions and similar organizations. No member of the Board may hold more than ten such mandates. Mandates shall mean mandates in comparable functions at other enterprises with an economic purpose. Mandates in different legal entities that are under joint control or the same beneficial ownership are deemed one mandate. As of 31 December 2024 all Board Members complied with the limitations stated in Article 31 of the Articles. Elections and terms of office In accordance with Article 16 through to Article 18 of the Articles: • The Board shall consist of not less than three and not more than nine members. • Each share class is entitled to elect one representative to the Board. • The Shareholders' Meeting elects the members of the Board and the Chairperson of the Board individually and for a term of office of one year until the completion of the next AGM. Re-election is possible. • If the office of the Chairperson of the Board is vacant, the Board appoints a new Chairperson from among its members for a term of office extending until the completion of the next AGM. • Except for the election of the Chairperson of the Board and the members of the Compensation Committee by the Shareholders' Meeting, the Board constitutes itself. The Board may, among other functions, elect one or several Vice- Chairpersons and appoint a secretary who need not be a member of the Board. Internal Organizational Structure Allocation of tasks within the Board Except for the election of the Chairperson and the members of the Compensation Committee (who are to be elected by the Shareholders' Meeting), pursuant to Article 716a para. 1 no. 2 of the Swiss Code of Obligations and Article 18 para. 2 of the Articles, the Board determines its own organization. In accordance with the Organizational Regulations, the Board elects from its members each year at the first meeting after the AGM (i) the chairperson and members of the Audit Committee, (ii) the chairperson of the Compensation Committee and (iii) the chairperson and members of the Nominating Committee. The Board further appoints a secretary (and, if the Board so determines, one or more assistant secretaries) who need not be a member of the Board. The secretary, and in his/her absence any assistant secretary, acts as secretary to the Committees as well. The Chairperson The Chairperson of the Board chairs the Shareholders’ Meetings and presides over the Board. The Chairperson has the following duties and powers: a. preparation of the agenda for the Shareholders’ Meetings and the Board meetings; b. chairing the Shareholders' Meetings and the Board meetings (should the Chair not be able to attend, the Chair may delegate the chairing of the Shareholders' Meeting to another Board member); c. informing the other members of the Board of material extraordinary events involving the Company or the Group; 138 Sunrise Annual Report 2024 I Corporate Governance

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d. ensuring that in urgent business matters all measures are taken to safeguard the interests of the Group if a regular Board resolution cannot be reasonably passed within the required time frame; e. supervising compliance with and implementation of the resolutions of the Board; f. interacting with the CEO and the other members of the Executive Committee outside of Board meetings; g. monitoring the implementation of the measures decided by the Board; h. representing the Board internally and externally; i. ensuring that the Board Committees meet regularly, function efficiently and report adequately to the Board; and j. coordinating, together with the Board Committees' chairpersons, the work of all Board Committees. The Chair may attend any meeting of the Board Committees. The Vice-Chairperson and the Deputy Chairperson a. The Board may elect a Vice-Chairperson (the "Vice-Chairperson") from its members for a term of office until the completion of the next AGM. If a Vice-Chairperson is appointed, the Board shall determine his/ her duties. These duties may include the ability to call meetings of the Board. b. Should the Chairperson be unable to exercise his/her functions, the Vice- Chairperson, if any, or any other Board member appointed by the Chairperson shall act as his/her deputy (the "Deputy Chairperson"). In such situation, the Deputy Chairperson shall have the same powers and duties for the performance of his/her role as a deputy as those accruing to the Chairperson, but such powers and duties shall be confined to actions and resolutions to be passed during the period of the representation. c. The Board may delegate permanently or temporarily to the Deputy Chairperson expert or special tasks. d. If the Deputy Chairperson is unable to act as a deputy, the longest serving member of the Board shall take his/her office. Committees As of 31 December 2024 the Company has the following standing Committees: • Nominating Committee • Compensation Committee • Audit Committee The Board may establish ad-hoc committees for dealing with specific matters. Each of them shall consist of such number of members of the Board as the Board may decide. The members of the Compensation Committee are elected by the shareholders at the Shareholders’ Meeting. The Board appoints the chairperson of the Compensation Committee and the members and the chairperson of each other Board Committee. If there are vacancies on the Compensation Committee, the Board may appoint substitute members from among its members for a term of office extending until completion of the next AGM. All three Committees assist the Board in fulfilling its duties and have decision authority to the extent described below. Nominating Committee Committee Membership The Nominating Committee consists of at least two and no more than four members, all of whom shall be members of the Board. The Nominating Committee members are appointed, and may from time to time be removed, by the Board. The Board designates one Nominating Committee member to act as chairperson of the Nominating Committee. The Committee Members are: 1. Adam Bird (chairperson), 2. Catherine Mühlemann; 3. Lutz Schüler. Functions and Responsibilities The Nominating Committee assists the Board in fulfilling its nomination-related matters. It performs the following duties and responsibilities: • Development of qualification criteria for potential director candidates; • Search for, interview and screen individuals qualified to become Board members (if directed by the Board); • Evaluation of candidates that have been proposed as Board members; • Retain and terminate any search firm for the search for director candidates including the approval of search fees; 139 Sunrise Annual Report 2024 I Corporate Governance

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• Oversight over the self-evaluation of the Board; • Formation of subcommittees when deemed appropriate; • Regular reporting to the Board; and • Review and reassessment of the Committee Charter and recommendation of proposed changes to the Board. For as long as any class of the Company's securities remains listed on Nasdaq, Board candidates will be selected, or recommended for the Board's selection, for proposal to the Shareholders' Meeting, either: (i) by Independent Directors (as defined in Rule 5605(a)(2) of the listing rules of Nasdaq) constituting a majority of the Board's Independent Directors in a vote in which only such Independent Directors participate, or (ii) by the Nominating Committee, if it is comprised solely of Independent Directors. Meetings The Nominating Committee convenes as often as it determines is appropriate to carry out its responsibilities but at least once a year. The Nominating Committee may meet in person or via telephone, video conference or other means of direct communication. Compensation Committee Committee Membership a. The Compensation Committee consists of at least two and no more than four members, all of whom shall be members of the Board. b. The Board recommends nominees for election to the Compensation Committee annually. The Shareholders’ Meeting elects the Compensation Committee members individually for a term of office until the completion of the next AGM. Re-election is possible. If there are vacancies on the Compensation Committee, the Board appoints substitute members from among the members of the Board for a term of office extending until the completion of the next AGM. c. The Board elects the chairperson of the Compensation Committee. The Compensation Committee members as of 31 December 2024 are: 1. Adam Bird, 2. Ingrid Deltenre (chairperson); 3. Enrique Rodriguez. Functions and Responsibilities The Compensation Committee assists the Board in fulfilling its compensation-related matters. It performs the following duties and responsibilities (non-exhaustive): • Oversee the design, review and regular assessment of the compensation and benefits strategy, the compensation principles applicable to the members of the Board and the Executive Committee, and the compensation system, including management incentive plans, and make recommendations to the Board in this regard; • Review, assess and monitor the implementation of the Short- and Long- Term Incentive plans for the senior management and any other participation or incentive plans of the Company and make proposals to the Board regarding their adoption, amendment or termination; • Propose to the Board any grants under any equity incentive plans to members of the Executive Committee, and make, or delegate the authority to make, such grants under any equity plans to beneficiaries other than members of the Executive Committee; • Propose to the Board the CEO’s compensation package and terms of employment and, upon recommendation of the CEO, the compensation packages of the other members of the Executive Committee; • Oversee and evaluate the performance of the members of the Executive Committee by establishing and recommending to the Board for approval a performance- evaluation framework for members of the Executive Committee, ensuring alignment with the Company’s strategic goals through qualitative and quantitative measures; • Recommend to the Board the individual compensation of the members of the Board; • Recommend to the Board the proposals regarding the maximum aggregate amount of compensation of the Board of Directors and the Executive Committee to be submitted to the General Meeting of Shareholders for approval; • Prepare, together with the management, the Company's compensation report; • Ensure proper administration of the Company's incentive plans; • Review at least annually the risks associated with the Company's compensation policies 140 Sunrise Annual Report 2024 I Corporate Governance

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and practices, both for the compensation of the members of the Executive Committee and for compensation generally and discuss such risks with management, as appropriate; • Adopt, implement and amend clawback policies relating to compensation arrangements for the members of the Executive Committee and any other members of the Sunrise management team; and • Assist the Board of Directors in discharging its responsibilities relating to the compensation of the members of the Executive Committee. Meetings The Compensation Committee meets as often as business requires, but at least two times a year, and shall hold special meetings as required. By invitation of the Committee Chair, the CEO may be present during the deliberations on his compensation, but not during the voting on his compensation. In 2024, the Compensation Committee held two meetings, lasting one hour each on average. The attendance ratio was 100% in 2024. In 2024, the Chairman and the Chief People Officer attended both meetings as guests and the Chief Executive Officer and the Chief Financial Officer attended one of the meetings as guests. Audit Committee Committee Membership a. The Audit Committee consists of at least two and no more than four members, all of whom shall be members of the Board. b. The Audit Committee Members meet the experience and expertise requirements of the Swiss Code of Best Practice for Corporate Governance in its version of 2023 ("Swiss Code of Best Practice") and Nasdaq listing rules. The Board may, at its discretion, determine that one or more Audit Committee members are financial experts as defined under the Swiss Code of Best Practice. As of 31 December 2024, all members of the Audit Committee are "financially sophisticated" and one is a "financial expert," as indicated below. c. The Audit Committee Members are appointed, and may from time to time be removed, by the Board. The Board designates one Audit Committee member to act as chairperson of the Audit Committee from time to time. The Board takes into account any recommendations of the Nominating Committee in making such appointments. The Audit Committee Members as of 31 December 2024 are: 1. Thomas Meyer (chairperson, financial expert), 2. Catherine Mühlemann (financially sophisticated); 3. Enrique Rodriguez (financially sophisticated). Functions and Responsibilities The Audit Committee assists the Board in fulfilling its audit-related duties. It performs the following duties and responsibilities (non-exhaustive): 1. Recommendation to the Board of a proposal to the Company's shareholders for the election, re-election and removal of the statutory auditor; 2. Oversight over the work of the statutory auditor (including resolution of disagreements between management and the statutory auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services; 3. Review and discussion of annual audited and interim statutory and consolidated financial statements with management and the statutory auditor; 4. Review and discussion of attestation and report on management's internal control of the statutory auditor; 5. Review and discussion on a quarterly basis of the terms of the statutory auditor's engagement, of any significant deficiencies or material weaknesses that have come to the attention of the auditor, of all critical and significant accounting policies and practices to be used, of all alternative treatments of financial information within IFRS and of other material written communications between the statutory auditor and management; 6. Discussions with management regarding the Company's major financial risk exposures; 7. Review and discussion with management and the statutory auditor of any significant deficiencies and material weaknesses in the design or operation of internal controls; 8. Oversight of the Company's relationship with the statutory auditor; 9. Oversight of the Company's internal audit function; and 141 Sunrise Annual Report 2024 I Corporate Governance

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10. Regular reporting to the Board. In January 2025, the Audit Committee formed a new ESG sub-committee, which will be responsible for, among other things, overseeing the Company's sustainability obligations. Meetings The Audit Committee convenes as often as it determines is appropriate to carry out its responsibilities but at least four times a year. The Audit Committee may meet in person or via telephone, video conference or other means of direct communication. Additionally, the Audit Committee meets periodically with the Executive Committee, internal auditor (or other personnel responsible for internal audit) and the statutory auditor in separate executive sessions. Working methods of the Board of Directors Board Meetings As a rule, the Board convenes as often as business requires, but at least three times a year. Following the completion of the spin-off from Liberty Global on 8 November 2024, the Board held one meeting during fiscal year 2024 which lasted about 1 hour. The meetings are called by the Chairperson who also determines the agenda and items to be discussed at the Board meetings. He convenes and presides over the meeting of the Board. In the case of a tie in a Board meeting, the Chairperson has no decisive vote. In preparation for the meetings the Chairperson may consult with the CEO and other Board members to determine the agenda. Each member of the Board may request the Chairperson to place items on the agenda. The relevant request must be submitted in writing to the Chairperson at least five days before the meeting. Urgent items, which are brought up after the notice of the meeting has been distributed, may be discussed at the meeting. Resolutions on such matters, however, can only be passed if a majority of the Board members, whether attending or not attending the meeting, agree to amend the agenda. The Board may hold its meetings as physical meetings or via telephone, video conferences or other means of direct communication. Unless the discussion pertains to the CEO and except for executive sessions, the Board intends that the CEO attends the meetings without a voting right. Meeting Attendance – Board and Board Committees Board of Directors Compensation Committee Nominating Committee Audit Committee Total meetings held 1 2 0 0 Member missed no meetings 0 0 0 0 Members missed one meeting 0 0 0 0 Members missed two or more meetings 0 0 0 0 Meeting attendance 100 % 100 % 100 % 100 % 142 Sunrise Annual Report 2024 I Corporate Governance

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Meeting Attendance – Individual Board Members Board Member Attendance rate Mike Fries 100 % Adam Bird 100 % Ingrid Deltenre 100 % Thomas Meyer 100 % Catherine Mühlemann 100 % Enrique Rodriguez 100 % Lutz Schüler 100 % Basic principles regarding the definition of the areas of responsibility between the Board of Directors and the Executive Committee Board Directors The Sunrise Board has the overall responsibility for overseeing, directing and supervising the management of Sunrise and its affiliates. It also has the authority to decide any matter that must be submitted to the Board according to the Organizational Regulations. The Board may act by written resolutions adopted by a majority of the votes cast. The Board has delegated the responsibility for the overall management of Sunrise and the Group to the CEO with the power to sub-delegate certain functions to the members of the Executive Committee pursuant and subject to the Organizational Regulations, with the exception of the specific duties that are explicitly stipulated as a Board responsibility by law, the Sunrise Articles or the Organizational Regulations. The following responsibilities remain with the Board (not exhaustive): • Ultimate direction of the business of the Company and the Group and the power to give the necessary directives; • Determination of the organization of the Company; • Determination of the Company's and the Group's accounting principles, financial control, financial planning and internal control system; • Appointment and removal of the members of the Committees installed by itself as well as the persons entrusted with the management and representation of the Company and the Group, as well as the determination of their signatory power; • Ultimate supervision of the persons entrusted with the management of the Company, in particular with regard to their compliance with applicable law, the Articles, the Organizational Regulations and the directives of the Company; • Preparation of the annual report and any other reports as required by law; • Preparation of the Shareholders' Meeting and execution of its resolutions; • Passing of resolutions regarding capital increases, to the extent that they are in the power of the Board, as well as resolutions confirming increases or decreases of the share capital, the preparation of the capitalincrease report and the amendments to the Articles entailed thereby; • Passing of resolutions regarding the exchange of Class B Shares for Class A Shares, as well as the preparation of any reports relating thereto and the amendments to the Articles entailed thereby; • Notification of the court in the event that the Company is overindebted; • Non-delegable and inalienable duties and powers of the Board pursuant to the Swiss Merger Act; • Maintenance of the share register and the register of the beneficial owners; • Exercise of shareholder rights in the subsidiaries of the Company, as well as the control of the business activities of such subsidiaries; • Approval of the business strategy and the business plan of the Group; • Approval of certain Board-reserved matters; 143 Sunrise Annual Report 2024 I Corporate Governance

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• Establishment of the Company's dividend policy and any share buyback programmes of the Company; • Adoption or amendment of the remuneration and benefits strategy of the Company and the Group as well as the compensation principles applicable to the members of the Board and the Executive Committee; • Approval of the individual compensation of the members of the Board, subject to the maximum aggregate amount of compensation approved by the Shareholders' Meeting; • Determination of the remuneration and bonus of the CEO and, upon recommendation of the CEO, ratification of the remuneration and bonus of the other members of the Executive Committee and approval of the objectives determining the bonus of the CEO and ratification of such objectives for the other members of the Executive Committee, in each case consistent with any legal and statutory requirements and subject to the terms and conditions of the relevant employment contract and as well as to the maximum aggregate amount of compensation approved by the Shareholders Meeting; and • Establishment of standing or ad-hoc committees for dealing with specific matters; and • Review and approval of any recommendations of the Board with respect to matters within their purview. All members of the Board have joint signature authority, if any. Executive Committee The Executive Committee consists of the CEO, the Chief Financial Officer (CFO), the General Counsel and Corporate Secretary, and any further officers as decided by the Board. The members of the Executive Committee shall attend to the day-to-day business of the Company and the Group under the supervision of the CEO. The members of the Executive Committee shall have powers and duties delegated to them by the CEO. The CEO may adopt regulations setting out the powers and duties of the other members of the Executive Committee. Each member of the Executive Committee shall inform the CEO in the Executive Committee meetings about the course and development of the business and the most important events in his/her area regarding the Company and the Group. Outside of the Executive Committee meetings, each member of the Executive Committee shall immediately report any extraordinary event and any change within the Company and within the Group to the CEO. The CEO shall inform the members of the Executive Committee about relevant, material new developments, events and policies regarding the Company and the Group. The role and responsibilities of the Executive Committee are more precisely described below in the section Executive Committee. Information and control instruments vis- à-vis the Executive Committee The CEO and the CFO report at each meeting to the Board on the course of business of the Company and the Group in a manner agreed upon from time to time between the Chairperson and the CEO. Each member of the Board is entitled to request information about all affairs of the Company from the other Board members and from the members of the Executive Committee present. Outside of the Board meetings, each member of the Board may request information from the CEO on the general course of business of the Company and the Group after having so informed the Chairperson. To the extent necessary for the fulfilment of his/her duties, each member of the Board may also request that the Chairperson grants such member access to the relevant Company records. The CEO reports any material extraordinary events or developments within the Company and within the Group to the Chairperson in a timely manner. The CEO has the duty to provide all necessary information and documents to the Board. If the Chairperson rejects a request for information on specific matters or for access to records, the Board shall decide on this at its next meeting or by written resolution. Management Information System (MIS) To enhance the effectiveness of Board meetings and ensure that Board members are well-informed, a structured approach is implemented for briefing and information dissemination. An electronic information platform is utilized to provide all meeting documentation in advance, ensuring confidentiality and adequate preparation by Board members. Additionally, updates and action points from previous meetings are stored and tracked within the platform for easy reference and follow-up. Generally, during Board meetings, the CEO presents a structured overview of key business priorities and concerns, typically consisting of 3–5 core priorities driving strategic direction and 3–5 core concerns that require attention and mitigation. Deep-dive sessions 144 Sunrise Annual Report 2024 I Corporate Governance

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on selected business topics or concerns take place during Board and Committee meetings, with relevant unit leaders participating to provide in- depth insights. A detailed review of financial performance and budgetary considerations is provided on a quarterly basis. Regular one-on-one meetings between the Chairman and the CEO ensure alignment on strategic matters and urgent issues. Additionally, in months without formal Board meetings, monthly calls between the Board and management keep members informed of the state of the business and any emerging issues. Control instruments are in place for oversight and risk management. The Audit Committee monitors financials, audit processes and risks, with the Chairperson of the Audit Committee having direct access to the CFO. The Audit Committee receives formal risk reporting on the most significant risks at least annually, including information on impact, likelihood and mitigations, and identified risks or other matters that require senior management attention are reported in the quarterly Audit Committee meetings. The Compensation Committee oversees human capital and organizational matters, with the Chairperson of the Compensation Committee directly engaging with the CPO. Committees play a key role in preparing topics for Board decisions and escalating significant operational or financial risks for Board consideration. A robust internal-control system ensures transparency and accountability in financial reporting. Additionally, specialized oversight subcommittees for cybersecurity and ESG, created after the end of the reporting year, operate in close collaboration with company leaders responsible for these areas to address evolving risks and regulatory expectations, taking into account information received on the whistleblowing platform. Material issues related to financial reporting are promptly raised to the Audit Committee between Board meetings to facilitate timely intervention and resolution. This structured approach ensures that Board members are well-equipped with relevant information, fostering informed decision-making and robust governance. Internal audit The Sunrise Internal Audit function is an independent and objective assurance function dedicated to helping Sunrise achieve its strategic objectives by strengthening governance, risk management and control frameworks for the benefit of customers, employees, shareholders and wider stakeholders. Internal Audit reports functionally to the Audit Committee and administratively to the CFO. This positioning provides the organizational authority and status to bring matters directly to senior management’s attention and escalate matters to the Audit Committee, when necessary, without interference. It also supports the internal auditors’ ability to maintain objectivity. Internal-audit engagements are performed, documented and communicated in accordance with the Internal Audit methodologies which are aligned with the Institute of Internal Auditors' Global Internal Audit Standards 2024. Internal Audit tracks the status of remedial actions for all findings raised. The Audit Committee approves the risk-based Internal Audit plan for each year and monitors its execution, findings and thee status of remedial actions. The Internal Audit status is a standing quarterly item in the agenda of the Audit Committee meetings and the Internal Audit function has direct access to the Audit Committee and is able to raise significant risk topics at any time. The Internal Audit plan includes reserves for specific reviews to be undertaken on request of the Audit Committee. Internal controls over financial reporting In accordance with the Nasdaq listing rules, Sunrise is required to comply with the relevant provisions of the Sarbanes-Oxley Act of 2002, including the implementation and operation of internal controls over financial reporting. This requirement existed prior to the spin-off from Liberty Global and continues until such time as Sunrise is permitted to cease reporting under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), under applicable rules and regulations of the U.S. Securities and Exchange Commission. A comprehensive framework of internal controls has been defined to provide reasonable assurance to the Executive Committee and the Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of its published consolidated financial statements. Control owners across the business, primarily in the Finance and IT functions, are responsible for the management of controls, with a separate team tasked with testing the design and operating effectiveness of the controls. Any deficiencies identified are raised to control owners to remedy. The Audit Committee reviews regular reporting on the status of the controls testing, any deficiencies identified and remediation measures. Any significant deficiencies or material weaknesses identified are to be raised to the Audit Committee directly. Risk-management system The effective management of risk is critical to ensure Sunrise successfully delivers its objectives, targets and commitments to all stakeholder groups. The Board is responsible for the design, implementation and monitoring of the risk-management framework as part of the internal-control system. Our business, operating environment and stakeholder expectations do not stand still, meaning that risk management is an ongoing activity. Sunrise has an enterprise risk-management process that supports the business with identifying, managing and reporting risk as part of daily activities. The risk-management team collaborates with all business units and assurance functions to facilitate the early identification, assessment and treatment of risks, identify areas for compliance and control enhancements, and contribute to effective decision making and resource allocation. 145 Sunrise Annual Report 2024 I Corporate Governance

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All risks are assessed in terms of their impact on strategic objectives and key results as well as the likelihood of that risk materialising, taking into account the effectiveness of the existing mitigations. The treatment of each risk is then considered, including whether additional mitigation measures should be implemented. As a minimum, the risk-management team facilitates a full risk refresh at least annually and, at appropriate intervals, reviews relevant risk-monitoring information for the most pressing risks, including the implementation status of any key risk-mitigation plans. The Board and the Audit Committee receive formal risk reporting on the most significant risks at least annually, including information on impact, likelihood and mitigations and identified risks or other matters that require senior-management attention are reported in the quarterly Audit Committee meetings. In addition, the Senior Director for Risk and Assurance has direct access to the Audit Committee and is able to raise significant risk topics at any time. Additional ad-hoc reporting is performed as deemed necessary and for a variety of stakeholders across the business. See chapter Risk Management for further information on the principal risk areas. Executive Committee Members of the Executive Committee The Executive Committee is headed by the CEO and comprised of nine members as of 31 December 2024. The Executive Committee under the control of the CEO conducts the operational management of the Company pursuant to the Organizational Regulations. The following table sets forth information about the members of the Executive Committee: Name Age Position André Krause 54 Chief Executive Officer Anna Maria Blengino 58 Chief Information Officer Tobias Foster 49 Chief People Officer Jany Frutier 39 Chief Financial Officer Stefan Fuchs 48 Chief Consumer Officer - Flanker Brands Elmar Grasser 59 Chief Technology Officer Thorsten Haeser 56 Chief Business Officer Marcel Huber 54 General Counsel & Chief Corporate Affairs Officer Christoph Richartz 46 Chief Consumer Officer - Main Brand Set out below is a short description of each Executive Committee member’s business experience, education and activities: 146 Sunrise Annual Report 2024 I Corporate Governance André Krause. Mr Krause, a German citizen, is the Chief Executive Officer of Sunrise, a position he has held since January 2020. Prior to this, Mr Krause was the Chief Financial Officer of Sunrise, a position he had held since 2011. Prior to these roles, he spent seven years at Telefónica O2 Germany in Munich, first as Vice President Strategy and Consulting (2004 – 2006), then as Chief Financial Officer (2006 – 2011). From 1999 to 2004, Mr Krause was Associate Principal, and a member of the TIME practice, at McKinsey & Company in Düsseldorf. From 1997 to 1999, he worked at Arthur Andersen in Düsseldorf as an assistant in computer risk management and auditing. Mr Krause holds a Bachelor’s degree in Economics from the University of Bielefeld.

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147 Sunrise Annual Report 2024 I Corporate Governance Anna Maria Blengino. Ms Blengino, a Swiss citizen, is the Chief Information Officer of Sunrise, a position she has held since April 2023. After rejoining Sunrise Communications in 2017 as Director of Platform Delivery, Ms Blengino acted as the IT stream lead following the Sunrise-UPC transaction, and then, in her current role, became responsible for IT Strategy and Innovation. Prior to this, Ms Blengino spent four years at UBS from 2014 to 2017, responsible for global worldwide-automation shared services. Ms Blengino has over 25 years of experience in the IT industry. Ms Blengino holds a Master’s degree in Engineering from Turin Polytechnic and an INSEAD Executive Leadership Business Administration and Management certification. Tobias Foster. Mr Foster, a Swiss citizen, is the Chief People Officer of Sunrise, a position he has held since January 2019. Prior to this, he had various roles at AXA Insurance and Sunrise for 18 years, including as head of various finance departments, Director of Controlling of Sunrise from 2010 to 2014 and Director of Finance Operations of Sunrise from 2015 to 2018. Mr Foster holds a Bachelor’s degree in Business Economy from the ZHAW Zurich University of Applied Sciences and a Master’s degree in Corporate Finance from the Lucerne University of Applied Sciences and Arts. Jany Fruytier. Mr Fruytier, a Dutch citizen, is the Chief Financial Officer of Sunrise, a position he has held since December 2020. Before relocating to Switzerland, he was based in Warsaw, Poland and was Chief Financial Officer of UPC Eastern Europe from February 2017. From 2014 to 2017, Mr Fruytier served as manager of Financial Planning and Analysis of UPC Central Europe in Zurich, Switzerland. Mr Fruytier is a graduate of the European Business School London, with a Master of Science degree in International Business Management. He also holds an Honours Bachelor of Science degree in Economics of Business from the University of Amsterdam and completed studies on investment strategies at the University of California, Berkeley.

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148 Sunrise Annual Report 2024 I Corporate Governance Stefan Fuchs. Dr Fuchs, a German citizen, is the Chief Consumer Officer – Flanker Brands of Sunrise, a position he has held since October 2023. Prior to this, he had already been responsible for the growth and all activities of the Flanker Brands (including strategy, brand, marketing and sales, product, customer operations and technology). Dr Fuchs was Chief Marketing Officer of Sunrise from December 2020 to October 2022. Dr Fuchs was Chief Commercial Officer of UPC from January 2020 to December 2020 after serving at UPC as Chief Marketing Officer from November 2018 to December 2019. Dr Fuchs has been part of the Liberty Global Group for around 15 years. He has also held leading marketing positions with Virgin Media in London (Great Britain) and with Unitymedia in Cologne (Germany). From 2001 to 2007, he was a strategic management consultant for Booz Allen Hamilton and involved in establishing the start-up Entavio/HD Plus with SES Astra. Dr Fuchs lectured and received his doctorate in Marketing & Media at Bauhaus University, Weimar (Germany). Prior to this, Dr Fuchs studied in the European Business Programme (EBP) in Münster (Germany), Rotterdam (Netherlands) and Fairfield (USA) and received both a German and Dutch Bachelor’s degree in International Business Administration. Elmar Grasser. Mr Grasser, an Italian citizen, is the Chief Technology Officer of Sunrise, a position he has held since April 2013. Before joining Sunrise, Mr Grasser was Chief Technology Officer of Orange Austria Telecommunications GmbH from 2008 to 2013. From 2006 to 2007, Mr Grasser served as Chief Technology Officer for networks and IT at E- Plus Mobilfunk GmbH & Co. KG in Germany. He also served as Chief Technology Officer of tele.ring Telekom Service GmbH in Austria from 2004 until 2006. Mr Grasser gained international management experience in various positions as a Director of Engineering for O2 Germany, O2 Limited London and Iridium until 2004. Before that, Mr Grasser worked as an engineer for Siemens in Austria, France and the USA. Mr Grasser holds a Master’s degree in Computer Science from the Vienna University of Technology. In 2019, Mr Grasser received a "CTO of the Year" award from Mobile Europe magazine in recognition of his role in connection with the Sunrise 5G technology launch.

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149 Sunrise Annual Report 2024 I Corporate Governance Thorsten Haeser. Mr Haeser, a German citizen, is the Chief Business Officer of Sunrise, a position he has held since August 2024. Before joining Sunrise, from 2019 to 2023 Mr Haeser was the Chief Commercial Officer of Nets SE/ Concardis GmbH. From 2015 to 2018 he was a member of the Executive Board of Hapag-Lloyd. From 2012 to 2015 he was a member of the Executive Board of Versatel GmbH. From 2010 to 2012, Mr Haeser served as a member of the Executive Board of SIXT AG. Mr Haeser also held several positions at O2 (Telefónica) from 1998 to 2010 including Vice President Wholesale & Strategic Partnerships, member of the Executive Board and General Counsel of O2 GmbH. Mr Haeser graduated as a junior lawyer from Ludwig Maximilian Universität. Marcel Huber. Mr Huber, a Swiss citizen, is the General Counsel and Chief Corporate Affairs Officer of Sunrise, a position he has held since November 2022. Mr Huber was Chief Corporate Affairs Officer of Sunrise from December 2020 to October 2022. From 2019 to 2020, Mr Huber served as Chief Administrative Officer & General Counsel and Secretary of the Board of Directors of Sunrise. From 2015 to 2018, Mr Huber held several senior positions, including Chief of Corporate Affairs and General Counsel, member of the Management Board and Corporate Secretary of the Board of Directors of Salt and its affiliates. From 2003 to 2015, he held senior management positions at Orange Communications AG (as Salt was called at the time) and Cablecom GmbH (purchased by Liberty Global in 2005 and renamed UPC Schweiz GmbH in 2011), including General Counsel and Corporate Secretary, and Director Legal and Regulatory. Mr Huber holds a Master of Law degree from the University of Zurich. Christoph Richartz. Mr Richartz, a German and Swiss citizen, is the Chief Consumer Officer – Main Brand of Sunrise, a position he has held since 2023. From 2020 to 2023, Mr Richartz served as Chief Commercial Officer – Flanker Brands at Sunrise, and, in 2022, he also took over responsibility for customer relations, which includes customer service and sales. From 2012 to 2020, he was responsible for direct and indirect sales channels as Director of Sales, Sunrise Shops and Consumer Sales. Before joining Sunrise, Mr Richartz was Director of Channel Sales at Orange Switzerland from 2011 to 2012, a regional sales, key account and senior area sales manager at Telefónica O2 Germany from 2003 to 2011 and a sales manager at mobilcom Debitel Group from 2001 to 2003. Mr Richartz is an industrial business manager with a Vocational Baccalaureate in Economics and Administration.

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Changes in the Executive Committee in fiscal year 2024 As of 1 September 2024 Mr Thorsten Haeser joined the Executive Committee of Sunrise as Chief Business Officer. He replaced Mr Robert Redeleanu, who moved to a new role within Liberty Global prior to the spin-off of Sunrise from Liberty Global. For details of Mr Haeser's curriculum vitae please refer to the information on the previous page. Former Executive Committee member Mr Redeleanu, a Romanian citizen, left the Committee as of 31 August 2024. Mr Redeleanu had served as Chief Business Officer of Sunrise GmbH since April 2022. He is the former Chief Executive Officer of Liberty Global’s entities in Eastern Europe, a position he held between 2019 to 2022. Mr Redeleanu has over 20 years of experience in telecommunications and fast-moving consumer- goods industries and has held a number of senior management roles within the Liberty Group since 2013. Mr Redeleanu served as Chief Executive Officer of UPC Romania for three years from 2015 to 2018 and was Chief Executive Officer of UPC Hungary from 2016 to 2019. Mr Redeleanu holds a degree in Finance from The Academy of Economic Sciences in Bucharest and completed an Executive Management Programme with Darden School of Business, University of Virginia. Other activities and vested interests The Articles referred to in the following sections are available on the Company website page Guidelines and principles. In accordance with Article 31 para. 2 of the Articles, no member of the Executive Committee may hold more than four additional mandates of which no more than one may be in a listed company. The following mandates are not subject to the above limitations under para. 1 of this Article: a. mandates in companies which are controlled by Sunrise or which control Sunrise; b. mandates held at the request of Sunrise or companies controlled by it. No member of the Executive Committee shall hold more than ten (10) such mandates; and c. mandates in associations, professional or trade associations, foundations, trusts, employee welfare foundations, educational institutions and similar organizations. No member of the Executive Committee shall hold more than ten (10) such mandates. Mandates shall mean mandates in comparable functions at other enterprises with an economic purpose. Mandates in different legal entities that are under joint control or the same beneficial ownership are deemed to be one (1) mandate. As of 31 December 2024, none of the members of the Executive Committee of Sunrise had other activities in governing and supervisory bodies of, or advisory functions to, important Swiss or foreign organizations, institutions or foundations under private and public law outside Sunrise, or held any public or political office. Management contracts Sunrise Communications AG does not have management contracts with companies or natural persons not belonging to the Group. Compensation, Shareholdings and Loans Content and method of determining the compensation and shareholding programmes Detailed information on compensation as from the date of the listing of the Class A Shares on the SIX Swiss Exchange, i.e., 15 November 2024, to 31 December 2024 as well as information on the shareholdings as of 31 December 2024 of active and former members of the Board and of the Executive Committee is included in the Compensation Report of the Annual Report. Disclosure of rules in the Articles regarding compensation of the Board and of the Executive Committee For rules in the Articles regarding the approval of compensation by the Shareholders' Meeting, the supplementary amount for changes in the Executive Committee as well as the general compensation principles please refer to Articles 27 – 29 of the Articles. For rules in the Articles regarding loans to members of the Board or the Executive Committee please refer to Article 32 of the Articles. The Articles do not contain any rules regarding post-employment benefits for the members of the Board and Executive Committee. The rules regarding agreements with members of the Board and of the Executive Committee relating to duration and termination are stipulated in Article 30. The Articles are available on the Company website page Guidelines and principles. 150 Sunrise Annual Report 2024 I Corporate Governance

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Shareholders’ Participation Rights The Articles referred to in the following chapters are available on the Company website page Guidelines and principles. Voting rights and representation Each share recorded as a share with voting rights in the share register confers one vote on its registered holder. Each shareholder duly registered in the share register on the record date may be represented at the Shareholders' Meeting by the independent voting rights representative, their legal representative or any person who is authorized to do so by a written proxy. A proxy does not need to be a shareholder. All shares held by a shareholder may only be represented by one person. Shareholders entered in the share register as shareholders with voting rights on a specific qualifying date (record date) designated by the Board shall be entitled to vote at the Shareholders' Meeting and to exercise their votes at the Shareholders' Meeting. See section VI.5 below. Nominees are only entitled to represent registered shares held by them at a Shareholders' Meeting if they are registered in the share register. The Board can register a nominee in the share register based on a corresponding agreement with the Company up to a maximum of 3% of the registered share capital. Above this registration limit, the Board may register nominees with voting rights in the share register if the nominees disclose the surnames and first names, addresses, nationality and shareholdings of those persons for whose account they hold 0.5% or more of the registered share capital. For more information please refer to section II.6 above. As of 31 December 2024, Sunrise has only entered into nominee agreements with JPMorgan Chase Bank, N.A. acting as the depositary of Sunrise Class A ADS and Sunrise Class B ADS. Voting rights limitations and exceptions granted Apart from the rules on the registration of nominees (please see above), the Articles include no voting rights limitations. Required quora for a change of the voting rights limitations According to Article 15 para. 3 no. 1 of the Articles, any variation of voting or economic rights attaching to shares, requires a resolution of the Shareholders' Meeting passed by at least two thirds of the votes represented, the majority of the par value of shares represented and the majority of the votes of the Class B Shares represented. Independent voting rights representative Pursuant to Article 14 of the Articles, the Board establishes the rules regarding the participation in and representation at the Shareholders' Meeting and determines the requirements relating to proxies and instructions. The Shareholders' Meeting elects the independent voting rights representative for a term of office until completion of the next AGM. Re-election is possible. If the Company does not have an independent voting rights representative, the Board appoints the independent voting rights representative for the next Shareholders' Meeting. On 29 January 2025, the Board has elected Anwaltskanzlei Keller AG as the independent voting rights representative until the completion of the Shareholders' Meeting in 2025. Anwaltskanzlei Keller AG is independent from Sunrise and has no further mandates for Sunrise. For the upcoming Shareholders' Meeting, Sunrise will enable its shareholders to send their voting instructions electronically to the independent voting rights representative through its online voting platform. Rules in the Articles regarding electronic participation at the Shareholders’ Meeting Article 12 para. 2 of the Articles contains rules that the Board can determine that the Shareholders' Meeting be held simultaneously at different locations, provided that the contributions of the participants are transmitted directly in video and audio to all venues, and/or that shareholders who are not present at the venue (or one of the venues) of the Shareholders' Meeting may exercise their rights by electronic means. Para. 3 of Article 12 states that the Board may also provide that the Shareholders' Meeting can be held by electronic means without a venue. Quora The Shareholders' Meeting shall be duly constituted irrespective of the number of shareholders present or of shares represented. Unless the law or the Articles provide for a qualified majority, a majority of the votes represented at a Shareholders' Meeting is required for the adoption of resolutions or for elections, with abstentions, blank and invalid votes having the effect of "no" votes. At least two thirds of the votes represented and the majority of the par value of shares represented shall be required for the Shareholders' Meeting to adopt resolutions on the matters listed in Article 15 para. 2 of the Articles: 1. the amendment of the business purpose of the Company; 2. the combination of shares; 3. a capital increase through the conversion of equity surplus, against contributions in kind 151 Sunrise Annual Report 2024 I Corporate Governance

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or by set-off against a claim and the granting of special privileges; 4. the limitation or withdrawal of subscription rights 5. the introduction of conditional capital or the introduction of a capital range; 6. the restriction of the transferability of registered shares; 7. the introduction of shares with privileged voting rights; 8. the change of currency of the share capital; 9. the introduction of the casting vote of the acting Chairperson in the Shareholders' Meeting; 10. a provision in the articles of association concerning the conduct of a Shareholders' Meeting abroad; 11. the delisting of the Company's equity securities; 12. the relocation of the place of incorporation of the Company; 13. the introduction of an arbitration clause in the articles of association; 14. mergers, demergers and conversions pursuant to the Swiss Merger Act; and 15. the dissolution of the Company. In addition to the majority required by Article 15 para. 2, the majority of the votes of the Class B Shares is required for the approval of the resolutions listed under Article 15 para. 3 of the Articles: 1. the variation of voting or economic rights attaching to shares; 2. the split or combination of shares by any ratio that is not the same as for Class A Shares and Class B Shares; 3. ordinary capital increases or decreases; 4. the introduction of conditional capital or a capital range or the variation of provisions of the Articles governing conditional capital or a capital range; 5. the restriction of the transferability of registered shares and the cancellation of such a restriction; 6. the introduction of shares with privileged voting rights and the increase in the number of such shares with privileged voting rights, except where shares without privileged voting rights are issued in the same proportion; 7. the determination of any distribution of shares of the Company except where holders of Class A Shares receive Class A Shares and holders of Class B Shares receive Class B Shares in the same proportion; 8. the determination of any distribution of securities of the Company other than shares, or of securities of any third party, except where (i) holders of each share class receive the same class of securities or (ii) holders of Class B Shares receive higher voting securities than holders of Class A Shares; 9. the delisting of Class B Shares; 10. mergers, demergers and conversions pursuant to the Swiss Merger Act; 11. the disposal of all or substantially all assets of the Company; 12. the dissolution of the Company; and 13. the amendment or repeal of the following provisions of the Articles of Association, with the exception of editorial amendments that do not effectively change their content: Article 4d, Article 6, Article 7a, Article 15, Article 16, Article 19 and Article 38. Convocation of the meeting of shareholders Convocation The Shareholders' Meeting shall be called by the Board or, if necessary, by the statutory auditor. In accordance with Article 9 para. 2 letter c of the Articles, one or more shareholders with voting rights representing in the aggregate not less than 5% of the share capital or votes can request, in writing, that a Shareholders' Meeting be convened. Such request must be submitted to the Board, specifying the matters to be discussed and the corresponding proposals and, in case of elections, the names of the nominated candidates. In accordance with Article 10 in connection with Article 37 of the Articles, the Shareholders' Meeting shall be convened, at the election of the Board, by notice in the Swiss Official Gazette of Commerce or by notification in any other form that allows proof by text not less than 20 days before the date fixed for the Meeting. 152 Sunrise Annual Report 2024 I Corporate Governance

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Agenda In accordance with Article 10 para. 4 of the Articles, the notice of a Shareholders' Meeting shall state the date, beginning, ending, mode and venue of the Shareholders' Meeting, the agenda and the proposals of the Board and, if any, the proposals of the shareholders, with a brief statement of the rationale of each proposal, and the independent voting rights representative’s name and address. In accordance with Article 11 para. 1 of the Articles, one or more shareholders with voting rights whose combined holdings represent an aggregate of at least 0.5% of the share capital or the votes may request that an item be included in the agenda of a Shareholders' Meeting or that a proposal relating to an agenda item be included in the notice convening the Shareholders' Meeting. Such a request must be received by the Company in writing at least 60 calendar days prior to the Shareholders' Meeting, specifying the agenda item and the proposal or proposals. Registration in the share register The record date for the inscription of registered shareholders in the share register in view of their participation in the Shareholders' Meeting is defined by the Board and stated in the respective invitation to the Shareholders' Meeting. Shareholders who dispose of their registered shares before the Shareholders' Meeting are no longer entitled to vote with such disposed shares. Change of Control and Defence Measures The Articles are available on the Company website page Guidelines and principles. Duty to make an offer Pursuant to Article 135 Financial Market Infrastructure Act (FMIA), any investor who acquires more than 33¹⁄³ % of all voting rights (directly, indirectly or in concert with third parties) whether they are exercisable or not, is required to submit a takeover offer for all shares outstanding. The Articles contain an opting-up clause regarding the duty to make an offer in Article 7a, which reads as follows: 1. This Article 7a applies to equity securities of the Company that are held or acquired directly or indirectly by John C. Malone, his relatives (including, without limitation, descendants and spouse) or by trusts, foundations and similar structures established by or for such persons, including their legal successors (hereinafter the "Malone Shareholders"). This Article 7a also applies to equity securities of the Company that are held or acquired directly or indirectly by Michael T. Fries, his relatives (including, without limitation, descendants and spouse), or by trusts, foundations and other similar structures established by or for such persons, including their legal successors (hereinafter the "Fries Shareholders"). 2. The Malone Shareholders and the Fries Shareholders, as well as persons acting in concert with them, are exempt from the obligation to make a takeover offer pursuant to Article 135 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading of 19 June 2015 (FinMIA), if they acquire or dispose of equity securities of the Company among themselves or otherwise, or if they otherwise exceed the threshold of 33⅓ percent of the voting rights of the Company or act in concert, as long as the total direct or indirect holdings of equity securities by the Malone Shareholders and the Fries Shareholders, as well as persons acting in concert with them, do not exceed 45 percent of the voting rights of the Company. 3. Paragraph 2 does not apply to persons who acquire equity securities from Malone Shareholders and/or Fries Shareholders and/or in any other way directly or indirectly or in concert with third parties, and thereby, together with equity securities they already own, exceed the threshold of 33⅓ percent of the voting rights of the Company. Change-of-control clauses In the case of a change of control, the pro-rated unvested PSU and RSU awards under Sunrise's long- term incentive plans will vest immediately, unless a roll-over occurs or the Board decides otherwise. According to Article 30 of the Articles, employment and other agreements with the members of the Executive Committee may be concluded for a fixed term or for an indefinite term. Agreements for a fixed term may have a maximum duration of one year. Renewal is possible. Agreements for an indefinite term may have a notice period of maximum twelve months. The current contracts with the members of the Executive Committee contain termination periods of twelve months or less. 153 Sunrise Annual Report 2024 I Corporate Governance

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Auditor Auditor, duration of the mandate and term of office of the lead auditor Pursuant to Article 26 para. 1 of the Articles, the statutory auditor shall be elected each year and may be re-elected. KPMG AG has been the statutory auditor of Sunrise since 2024 and the statutory auditor of Sunrise GmbH, the operating company of the Sunrise business, since 2007. Oliver Eggenberger has been the lead auditor for Sunrise GmbH since 2024 and the lead auditor for Sunrise Communications AG since 3 May 2024. Audit fees and additional fees The total audit fees for 2024 for the audit of the consolidated and statutory financial statements of Sunrise and its subsidiaries are equal to CHF 3,161,800, including CHF 199,500 related to the spin-off. In 2023 the amount of the total fee was CHF 4,132,700, including CHF 1,538,300 related to special efforts in connection with the spin-off. During 2024, KPMG AG billed additional fees for non-financial assurance services relating to sustainability information, capital increase audit and agreed-upon-procedure engagements in the amount of CHF 137,000 (CHF 60,300 in 2023). Information instruments pertaining to the external audit The Audit Committee maintains oversight of the Company's relationship with the statutory auditor and reviews the independence of the statutory auditor. The statutory auditor reports directly to the Audit Committee to the extent permissible under Swiss law. The Audit Committee performs on a quarterly basis a review and discusses with the statutory auditor the following: (i) the terms of their engagement to review the financial information; (ii) any significant deficiencies or material weaknesses that have come to the attention of the statutory auditor during its interim review; (iii) all critical and significant accounting policies and practices to be used; (iv) all alternative treatments of financial information within IFRS that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and treatments preferred by the statutory auditor; and (v) other material written communications between the statutory auditor and management, such as the schedule of uncorrected misstatements, if any, related to accounts and disclosures and the basis for determining that the uncorrected misstatements were immaterial. The Audit Committee also reviews and discusses the statutory auditor's attestation and report on management's internal control as well as any other opinions it may issue from time to time; it obtains from the statutory auditor assurance that it has complied with legal and regulatory requirements, including to the extent applicable the rules and regulations of the SEC; and discusses with the statutory auditor the following: • for as long as the Company is subject to the periodic reporting requirements of the Exchange Act, all critical and significant accounting policies, practices and accounting estimates and the quality thereof in accordance with the auditing standards applicable to the relevant audit; • significant issues regarding accounting principles and financial-statement presentations, including any significant changes in the Company's selection or application of accounting principles, major issues as to the adequacy or effectiveness of the Company's internal controls and any special audit steps adopted in light of any identified material weaknesses; • analyses prepared by management or the statutory auditor setting forth significant financial-reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of the international financial reporting standards (IFRS); • the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company; • any significant changes made to the statutory auditor's anticipated audit plan and the reasons for such changes; • other matters arising from the audit that are significant to the oversight of the financial reporting process; and • any other relevant reports, including regular internal financial reports prepared by management of the Company and any internal-auditing department, or other financial information. The Audit Committee obtains and reviews a formal written statement from the statutory auditor at least annually regarding: 1. the statutory auditor's internal quality- control procedures; 2. any material issues raised by the most recent internal quality-control review, or peer review, of such auditor, or by an 154 Sunrise Annual Report 2024 I Corporate Governance

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inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by such auditor; 3. any steps taken to deal with such issues; and 4. all relationships between the statutory auditor and the Company (consistent with applicable independence standards) and requests information from the statutory auditor and management to determine the presence or absence of a conflict of interest. The Audit Committee evaluates the qualifications, performance and independence of the statutory auditor, including a review and evaluation of the lead partner of the statutory auditor, considering whether the auditor's internal quality-controls are adequate and whether the provision of permitted non-audit services is compatible with maintaining the auditor's independence. The Audit Committee actively engages in a dialogue with the auditor with respect to any disclosed relationship or services that may impact the objectivity and independence of the statutory auditor, taking into account the opinions of management and the Company's internal auditor. The Audit Committee presents its conclusions and consequent recommendations with respect to the statutory auditor to the Board. The Audit Committee ensures the rotation of the audit partner responsible for reviewing the audit as required by law, recommends to the Board policies for the Company's hiring of employees or former employees of the statutory auditor who were engaged on the Company's account or otherwise participated in any audit of the Company, discusses with the statutory auditor any accounting or auditing issues with respect to which the Company's audit team consulted with the statutory auditor's national office, reviews with the statutory auditor any audit problems or difficulties and management’s response, and meets with the statutory auditor prior to the audit to discuss the planning and staffing of the audit. Information Policy Sunrise engages in transparent, open and regular communication with its shareholders, the capital market and the general public. Throughout the year, Sunrise publishes its annual results and quarterly reports on the dates listed in the financial calendar published on the Sunrise Investor Relations website at www.sunrise.ch/en/corporate/investor-relations. In addition, Sunrise organizes presentations and conference calls with the financial community and media to further discuss details of the reported earnings (such presentations or calls are held on the same day as the earnings publication) or on any other matters of importance. Media releases and ad-hoc announcements pursuant to Art. 53 LR containing potentially price-sensitive information are published regularly and in accordance with the rules of SIX Swiss Exchange. All interim reports (www.sunrise.ch/en/corporate/ investor-relations/reports), company media releases (www.sunrise.ch/en/corporate/media) and ad-hoc announcements pursuant to Art. 53 LR (www.sunrise.ch/en/corporate/investor-relations/ adhoc-releases) are also available on the Sunrise website, as are push subscription services for all such publications (www.sunrise.ch/en/corporate/media/ subscribe-releases). Ad-hoc announcements pursuant to Art. 53 LR are distributed electronically to at least two electronic information systems widely used by professional market participants (Bloomberg, Reuters, etc.) and to at least two relevant Swiss newspapers of national importance (Neue Zürcher Zeitung, Le Temps, etc.). Official publications by Sunrise are made in the Swiss Official Gazette of Commerce: www.shab.ch. Notices to shareholders may also be sent in any form that allows proof by text. Printed annual reports are available upon request. Ordinary black-out periods During the period of one week prior to the end of each quarter and until one full trading day after the public release of the applicable financial result, the members of the Board and the Executive Committee, the secretary of the Board, any staff reporting directly to the CEO, selected staff reporting directly to the CFO and further employees and consultants of the Sunrise Group who have access to financial information of Sunrise or to other inside information or material non-public information, as specified in Sunrise internal guidelines, are prohibited from trading in Sunrise equity or debt securities (or any financial instruments derived therefrom) issued by any Sunrise Group company. In fiscal year 2024, no exemptions were granted. 155 Sunrise Annual Report 2024 I Corporate Governance

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COMPENSATION REPORT 156 Sunrise Annual Report 2024 I Compensation Report Letter from the Chair & Introduction 158 Compensation Governance 159 Board of Directors Compensation 162 Sunrise Compensation Principles & Philosophy 164 Executive Committee Compensation 165 Shareholdings of the Board of Directors and Executive Committee 172 Activities at other companies 173 Audit Report 175 Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Report Financial Statements Unforgettable moments for customers with the Sunrise Moments loyalty programme.

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2024 Compensation Report The Sunrise compensation framework allows for attracting, developing and retaining the best talents and it is aligned with the Company’s values, strategy and financial goals. This Compensation Report has been prepared in accordance with the Directive on Information relating to Corporate Governance issued by SIX Swiss Exchange, Swiss Law and the Swiss Code of Best Practice for Corporate Governance. It outlines the compensation governance and the compensation framework for the Board of Directors and the Executive Committee, as well as the compensation philosophy and principles for all Sunrise employees. It includes all relevant financial information starting with the listing of Sunrise at SIX Swiss Exchange as of 15 November 2024, until the end of the financial year, 31 December 2024 for the Executive Committee compensation and until the end of the term 2024/2025 for the Board of Directors compensation. While this report focuses on the post- spin-off compensation, it also includes a detailed description of the pre-spin-off compensation and the Initial Award approved by the Liberty Global Compensation Committee. This transparency offers a comprehensive view of the 2024 Executive Committee compensation. Additionally, this report provides an outlook on the 2025 compensation framework already approved by the Sunrise Compensation Committee and Board of Directors, to underline our commitment to sustainable executive compensation practices. This is further demonstrated by our proposal to the 2025 Annual General Meeting (AGM) for the maximum aggregate amount of compensation for the members of the Executive Committee for the 2026 financial year, which is identical to the amount approved for 2025. 157 Sunrise Annual Report 2024 I Compensation Report

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Letter from the Chair & Introduction Dear Shareholders, On behalf of the Board of Directors and its Compensation Committee, I am pleased to present the 2024 compensation report. It was an exciting year for Sunrise, marked by the successful completion of the spin-off from Liberty Global and the return of Sunrise to the SIX Swiss Exchange as an independent, publicly listed company. This journey is also reflected in the compensation of the Executive Committee and for the Board of Directors and can be categorised into three phases: the pre-spin-off compensation, the Initial Award and the compensation from 2025 onwards. As is typical in spin-off transactions, the pre-spin-off compensation, the Initial Award and the maximum aggregate amount of compensation for the Executive Committee in 2025 and for the Board of Directors term 2024/2025 were approved prior to the completion of the spin-off to ensure fair treatment of Sunrise employees and align the interest of our Executive Committee and employees with those of Sunrise shareholders. Following the spin-off, the Sunrise Compensation Committee developed a similar compensation framework for 2025 onwards that seeks to further solidify the alignment of management and shareholder incentives through a competitive, performance- driven approach. Pre-spin-off compensation and Initial Award In connection with the spin-off, Liberty Global adjusted its previously granted equity awards to ensure that the intrinsic value of such awards was maintained. In addition, the members of the Executive Committee and certain other employees received an Initial Award that is intended to align their interests with those of the shareholders and to support long-term value creation. Compensation framework 2025 onwards Going forward, the Sunrise compensation framework will include a rebalancing of long-term and short- term elements within the pay mix for the Executive Committee, ensuring that the total direct compensation remains consistent with the 2024 level. In addition, for the Short-Term Incentive Plan (STIP) 2025 business-unit-specific targets have been introduced, complementing the existing company and individual targets. The Shareholding Incentive Plan (SHIP) remains as a feature of the STIP that allows participants to elect to receive up to 100% of their earned annual bonus amount in shares. Furthermore, a new Sunrise Long-Term Incentive Plan (LTIP) for 2025 has been approved, which will include Performance Share Units for the Executive Committee and a combination of Performance Share Units and Restricted Share Units for senior leaders. To broaden employee engagement and share ownership, an Employee Share Purchase Plan (ESPP) will also be introduced for the wider employee population in 2025. We are convinced that this new compensation framework is well-aligned with the shareholders’ interests. At the upcoming AGM, we will ask shareholders to approve the maximum aggregate compensation for the members of the Board of Directors for their term of office from the 2025 AGM to the 2026 AGM, the maximum aggregate 2026 compensation for the members of the Executive Committee and to express their opinion on this Compensation Report in an advisory vote. On behalf of the Compensation Committee, I thank you for your trust and investment in Sunrise. Best regards, Ingrid Deltenre Chair of the Compensation Committee 158 Sunrise Annual Report 2024 I Compensation Report

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Compensation Governance Rules regarding compensation in the Articles of Association The Sunrise Articles of Association contain specific provisions on compensation. The Articles are available on the Company website page Guidelines and principles. The Articles of Association, and any amendments thereof, are subject to approval by the General Meeting of Shareholders. The compensation provisions include rules regarding the election, constitution, powers and duties of the Compensation Committee (Articles 22 through 25), the approval of the maximum compensation for the members of the Board of Directors and the Executive Committee (Article 27), the supplementary amount for changes to the Executive Committee (Article 28), the general principles of compensation (Article 29), the agreements with members of the Board of Directors and the Executive Committee (Article 30), the maximum number of mandates outside the Company that a member of the Board of Directors or the Executive Committee may hold (Article 31) and the loans and credits to members of the Board of Directors and the Executive Committee (Article 32). Pursuant to the Sunrise Articles of Association, the General Meeting of Shareholders must approve the proposal of the Board of Directors in relation to the maximum aggregate amount of compensation for the Board of Directors prior to the completion of the next AGM and the maximum aggregate amount of compensation for the Executive Committee for the following financial year. The votes on these amounts have binding authority. Thereafter, the Board of Directors sets the compensation for the individual members of the Board of Directors and the Executive Committee (within the limits approved by the AGM). In addition, the Compensation Report is submitted to the AGM for an advisory vote on a yearly basis. Board of Directors and Compensation Committee Based on the Sunrise Articles of Association and applicable law, the Board of Directors has the overall responsibility for defining the remuneration policy of the Sunrise Group, as well as the general terms and conditions of employment for members of the Executive Committee. The Board of Directors has the following powers and duties with regard to compensation and benefits: • Adopt or amend the compensation and benefits strategy as well as the compensation principles applicable to the members of the Board of Directors and the Executive Committee. • Adopt or amend the short- and long-term incentive plans for the senior management and any other participation or incentive plan, oversee the implementation of such plans and approve the aggregate number of shares granted under such plans. • Approve the individual compensation of the members of the Board of Directors, subject to the maximum aggregate amount of compensation approved by the General Meeting. • Determine the compensation and Short- Term Incentive of the CEO and, upon recommendation of the CEO, ratify the compensation and Short-Term Incentive of the other members of the Executive Committee and approve the objectives determining the Short-Term Incentive of the CEO and ratify such objectives for the other members of the Executive Committee, in each case subject to the maximum aggregate amount of compensation approved by the General Meeting. The Compensation Committee’s role is to assist the Board of Directors in defining and reviewing compensation strategies and guidelines, as well as preparing proposals for shareholder approval regarding compensation for both the Board of Directors and the Executive Committee. It has the following further powers and duties: • Oversee the design, review and regular assessment of the compensation and benefits strategy, the compensation principles applicable to the members of the Board of Directors and the Executive Committee, and the compensation system, including management incentive plans, and make recommendations to the Board of Directors in this regard. • Review, assess and monitor the implementation of the Short- and Long- Term Incentive Plans for the senior management and any other participation or incentive plans of the company and make proposals to the Board of Directors regarding their adoption, amendment or termination. • Propose to the Board of Directors any grants under any equity incentive plans to members of the Executive Committee, and make, or delegate the authority to make, such grants under any equity plans to beneficiaries other than members of the Executive Committee. • Propose to the Board of Directors the CEO’s compensation package and terms of employment and, upon recommendation from the CEO, the compensation packages of the other members of the Executive Committee. 159 Sunrise Annual Report 2024 I Compensation Report

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• Oversee and evaluate the performance of the members of the Executive Committee by establishing and recommending to the Board of Directors for approval a performance-evaluation framework for members of the Executive Committee, ensuring alignment with the company’s strategic goals through qualitative and quantitative measures. • Recommend to the Board of Directors the individual compensation of the members of the Board of Directors. • Recommend to the Board of Directors the proposals regarding the maximum aggregate amount of compensation for the Board of Directors and the Executive Committee to be submitted to the General Meeting of Shareholders for approval. • Prepare, together with the management, the company's compensation report. • Ensure proper administration of the company's incentive plans. • Review at least annually the risks associated with the company's compensation policies and practices, both for the compensation of the members of the Executive Committee and for compensation generally and discuss such risks with management, as appropriate. • Adopt, implement and amend clawback policies relating to compensation arrangements for the members of the Executive Committee and any other members of the Sunrise management team. • Assist the Board of Directors in discharging its responsibilities relating to the compensation of the members of the Executive Committee. In 2024, discussions and decisions by the Board of Directors or the Compensation Committee regarding the compensation of members of the Executive Committee were held in the presence of certain members of the Executive Committee who do not have voting rights. Pursuant to the Sunrise Articles of Association, the Compensation Committee consists of at least two and a maximum four members of the Board of Directors. In accordance with Swiss law, the Articles of Association require that the members of the Compensation Committee be elected individually each year by the respective Annual General Meeting and the Chair of the Compensation Committee by the Board of Directors. The Extraordinary General Meeting held on 8 November 2024 (same date as legal spin-off) elected individually Ingrid Deltenre, Adam Bird and Enrique Rodriguez as members of the Compensation Committee for a term of office to last until completion of the next AGM in 2025. Ingrid Deltenre was appointed as Chair of the Compensation Committee. The Compensation Committee may decide to consult external advisors. In fiscal year 2024, Homburger AG and Willis Towers Watson Holdings (Switzerland) GmbH (WTW) were consulted on specific compensation matters and WTW also provided actuarial services (IAS19 pension) and valuation services for equity grants. Homburger provided further services as legal advisors. For further details regarding the responsibilities of the Compensation Committee and the meetings held in fiscal year 2024, please refer to the section Committees of the Corporate Governance Report. 160 Sunrise Annual Report 2024 I Compensation Report

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Process for determining compensation and benchmarking The Compensation Committee assesses the compensation packages of the Board of Directors and the Executive Committee every two years. In selecting a peer group for external compensation benchmarking, the Compensation Committee reviewed a blend of Swiss and European companies that provide a good balance of size, industry and geographies. The Compensation Committee believes that benchmarking against a consistent and relevant peer group helps Sunrise maintain competitive pay levels, which allows the company to attract and retain the talents necessary to strengthen further Sunrise long-term success. For the compensation package of the Executive Committee, a market assessment was conducted that took into consideration a combination of the Swiss and the European telecommunications markets. The peer group comprises 21 companies, divided between companies headquartered in Switzerland and European telecommunications companies. The main selection criteria for the peer group companies were size, industry and geography. Therefore, Swiss companies from the SMIM and, due to the lack of listed telecommunications companies in Switzerland other than Swisscom AG, a selection of Swiss companies from the technology and other sectors were included as well as European telecommunications companies. Sunrise is positioned around the median of the peer group. The table below shows the composition of the Executive Committee peer group for 2024: 2024 Executive Committee Peer Group 1&1 AG Software ONE Holding AG Adecco Group AG Sulzer Ltd ams-OSRAM AG Swisscom AG Avolta AG Tele2 AB (publ) Barry Callebaut AG Telecom Italia S.p.A. Cellnex Telecom, S.A. Telefónica Deutschland Elisa Oyj Telekom Austria AG freenet AG Temenos AG KPN N.V. TX Group AG Proximus PLC VAT Group AG SIG Group AG The compensation package of the Board of Directors was benchmarked against the Swiss market (SMIM, excluding financial-services companies)16. While for the Executive Committee the benchmarking focus was on the competitor/talent market, for the Board of Directors the focus was on size and the local market. This is mainly due to the regulatory framework and the comparability of responsibilities. Outlook say on pay votes at the Annual General Meeting 2025 In accordance with Swiss law, shareholders will be asked at the next AGM to approve the maximum aggregate amount of compensation for the Board of Directors for the upcoming term, lasting until the completion of the AGM in 2026. Additionally, shareholders will vote on the maximum aggregate amount of compensation for the Executive Committee for the financial year 2026, ending 31 December 2026. The 2024 Compensation Report will also be presented to shareholders for an advisory vote. 161 Sunrise Annual Report 2024 I Compensation Report 16 Tailored SMIM (excl. financial services companies): Adecco Group AG, ams-OSRAM AG, Avolta AG, Barry Callebaut AG, BELIMO Holding AG, BKW AG, Chocoladefabriken Lindt & Sprüngli AG, Clariant AG, EMS-CHEMIE HOLDING AG, Flughafen Zürich AG, Galenica AG, Georg Fischer AG, Meyer Burger Technology AG, PSP Swiss Property AG, Sandoz Group AG, Schindler Holding AG, SGS SA, SIG Group AG, Straumann Holding AG, Swiss Prime Site AG, Tecan Group AG, Temenos AG, The Swatch Group AG, VAT Group AG

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Board of Directors Compensation General Members of the Board of Directors receive a base fee for their services on the Board of Directors (Base Fee). In addition, with the exception of the Chairman, members of the Board of Directors who chair or serve on a committee receive an additional fee (Committee Fee). Together, these are referred to as Board Fees, as set out in the table below. To ensure the independence of the Board of Directors in its supervisory role over the Executive Committee, the members of the Board of Directors have not received any variable compensation linked to the performance of Sunrise. The Board Fee consists of a cash component and a payment in the form of Sunrise Class A shares (each 50% of the Board Fee), with the Chairman having the right to elect to receive his cash component in Sunrise Class A shares, allowing for further alignment with shareholder interests. The amounts below are gross amounts before deduction of employee social- security contributions and taxes, if applicable. The Company pays the cash component to each member of the Board of Directors and the Chairman in semi-annual instalments at the end of October and April of each year. The share component will be granted at the end of the month following the date of the AGM, or such other date after the AGM as the Board of Directors may determine. For the 2024/2025 term, the cash component will be paid in one instalment by the end of April 2025. The share component was granted on 6 December 2024 based on the average closing share price of 10 trading days ending three business days prior to date of grant. The members of the Board of Directors are reimbursed for travel and other related expenses incurred in connection with their responsibilities as members of the Board of Directors in accordance with the Articles of Association. Role Gross board fees in cash - CHFk Gross board fees in shares - CHFk Gross total CHFk Annual base fees Chairman of the Board1 200.0 200.0 400.0 Other members of the Board 100.0 100.0 200.0 Annual committee fees Chair of the Audit Committee 32.5 32.5 65.0 Chair of the Compensation Committee 22.5 22.5 45.0 Chair of the Nominating Committee 7.5 7.5 15.0 Member of the Audit Committee 20.0 20.0 40.0 Member of the Compensation Committee 15.0 15.0 30.0 Member of the Nominating Committee 5.0 5.0 10.0 1 Election right to receive his cash component in Sunrise Class A shares. 162 Sunrise Annual Report 2024 I Compensation Report

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2024, the members of the Board of Directors received total compensation of CHF 1.001 million in the form of cash and shares including employer-paid social-security contributions, if applicable. The compensation paid is set out in the table below. Board of Directors compensation term 2024/2025 For the term 2024/2025, beginning with the listing of Sunrise on the SIX Swiss Exchange on 15 November Total Board of Directors compensation CHFk Board fees in cash Board fees in shares Employer social security contribution Total Michael T. Fries, Chair — 203.6 13.0 216.7 Adam Bird, Member of the Board 3, 5 60.1 62.4 7.8 130.3 Ingrid Deltenre, Member of the Board2 60.1 62.4 6.5 129.0 Thomas D. Meyer, Member of the Board1 65.0 67.5 8.5 141.0 Catherine Mühlemann, Member of the Board 4, 6 61.3 63.7 — 125.0 Enrique Rodriguez, Member of the Board 4, 5 66.2 68.8 8.6 143.6 Lutz Schüler, Member of the Board6 51.5 53.5 10.5 115.5 Total 364.1 581.9 55.0 1,001.0 • Board fees paid in cash and shares and social security contributions shown for the term 2024/2025 as of company’s public listing. • All board fees (base and committee fees) paid in cash and shares are gross values before the deduction of applicable tax and employee social security contributions. • Sunrise Class A share closing price 05 December 2024: CHF 42.935 per share. • Members of the Board of Directors are not in a Sunrise pension plan. • For non-Swiss-based members of the Board of Directors the employer social security is based on estimations. 1 Chair of the Audit Committee 2 Chair of the Compensation Committee 3 Chair of the Nominating Committee 4 Member of the Audit Committee 5 Member of the Compensation Committee 6 Member of the Nominating Committee Additional information No member of the Board of Directors or their related parties were granted a loan or a credit facility during the reporting year. There was no loan or credit facility outstanding at the end of the reporting year to any member of the Board of Directors or their related parties, and such loans are prohibited under the Sarbanes-Oxley Act of 2002 as long as the Sunrise shares are registered with the U.S. Securities and Exchange Commission. Related parties did not receive any remuneration. 163 Sunrise Annual Report 2024 I Compensation Report

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Sunrise Compensation Principles and Philosophy The Sunrise compensation strategy is driven by our overall business strategy, vision and values. The following compensation principles promote our performance culture and strengthen the alignment between rewards based on the overall success of Sunrise and its shareholders. The compensation principles are applied consistently throughout the organization to support inclusiveness and fairness across all roles. We are truly One Company, and this approach promotes an interconnected and collaborative work environment where every employee has a purpose-driven role and is motivated to contribute to our collective goals and long-term value creation at Sunrise. Competitive Sunrise provides competitive compensation to attract and retain the best talents from the market. We strive to position Sunrise base salaries around the market median. To further underline the ambitious performance culture of Sunrise, target levels for variable compensation for senior roles are defined above the market median. For this purpose, benchmarking against the relevant market is conducted on a regular basis. Inclusive and fair We understand that an inclusive and fair compensation system throughout the organization is a key driver of the success of Sunrise. Compensation levels are aligned for roles on the same level and promote the principle that similar job responsibilities, qualifications and skills result in similar compensation. These principles of inclusivity and fairness apply not only to compensation, but also to development and career opportunities and employment conditions in general. Sunrise aims to be successful by offering state-of-the-art reward packages that are communicated transparently and are easy for employees to understand. In September 2023, Sunrise was awarded the Fair- ON-Pay Advanced certification by the world’s leading quality auditor SGS. Fair-ON-Pay honours companies that ensure equal pay. This means that Sunrise employees are compensated fairly and equally, irrespective of their gender. Performance-based Sunrise lives a performance-oriented working environment across the organization with an emphasis on an entrepreneurial mindset to compete within our fast-moving industry. To support our mission of ambitious value creation for our various stakeholders, our performance measures include a mix of company, team and individual targets, based on role and function. Therefore, our variable pay components are intended to reward strong performance with target values. Purpose-driven We consider ourselves to be a leader in the evolving ways of working and to take a modern approach to total rewards. We aim to reflect the specific business needs of each line of business in our compensation framework. Linking rewards to the business strategy and to specific roles, helps us to engage and motivate our employees and support them in their development in their career ambitions and in a purposeful working environment. Sustainable Having an end-to-end perspective in mind, our compensation framework is designed and periodically updated to support our sustainable and long-term growth ambitions together with all our stakeholders within a constantly changing market. 164 Sunrise Annual Report 2024 I Compensation Report

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Executive Committee Compensation The overall compensation principles and philosophy of Sunrise also form the basis for the compensation of our Executive Committee at Sunrise, which comprises the following elements: • Fixed compensation: base salary • Variable compensation: Short- and Long- Term Incentive Plans • Company benefit programmes (company pension plan, insured benefits and other fringe benefits) and allowances Fixed compensation Generally, fixed compensation is paid in cash on a monthly basis and takes into account the role, the individuals’ skills and experience as well as external market data. Potential increases in base salaries are reviewed annually. Variable compensation Variable compensation comprises the annual Short- Term Incentive Plan (STIP), including the option to participate in the Shareholding Incentive Plan (SHIP), and the Long-Term Incentive Plan (LTIP). In connection with the spin-off, the members of the Executive Committee received an award (Initial Award) to align their interests with those of the shareholders and support long-term value creation. Details are outlined in the sections below. From 2025 onwards, the Sunrise Compensation Committee and the Sunrise Board of Directors have built upon the existing compensation framework without affecting the previously approved total aggregate maximum amount of Executive Committee compensation. Details are outlined in chapter New compensation framework 2025. Pre-spin-off compensation Short-Term Incentive Plan The STIP is designed to reward the members of the Executive Committee and all employees (in non-sales roles), on an annual basis, for their contribution to the achievement of company targets and individual targets that together foster the success of Sunrise. Key priorities lie in financial and operating delivery as well as in underpinning our performance culture and commitment to sustainability/ESG. Sunrise has a defined target-setting and performance-management process in place. Company targets and the individual targets of the members of the Executive Committee are subject to approval by the Board of Directors. Individual targets for each employee are defined using a top-down approach, to ensure alignment with the Sunrise corporate strategy across all departments. The assessment of individual performance is based on regular dialogue between employees and leaders, promoting an open exchange of ideas and opportunities for improvement and growth. Considering the unique position of our company within our industry and the Swiss market, the company targets include the financial Key 165 Sunrise Annual Report 2024 I Compensation Report

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Performance Indicators (KPIs) of Operating Free Cash Flow and Service Revenue, the qualitative KPI of the Relationship Net Promoter Score (rNPS), which measures the overall customer satisfaction, and KPIs in key strategic areas of sustainability/ ESG: Engagement score and the proportion of women in leadership roles (People), greenhouse- gas reductions (Planet), digitalisation metric (Progress) and mandatory e-learnings (Gover- nance). We measure company performance against our budgeted targets at the end of each year. The key features of the STIP are outlined in the table below. Short-Term Incentive Plan (STIP) Executive Committee Members CEO Target STI as % of the base salary 50%1 200% Maximum overachievement / cap 150% 150% Weighting of company target 90% 90% Weighting of individual performance 10% 10% Weighting within the company target • Operating Free Cash Flow (OFCF) 55% 55% • Service Revenue 20% 20% • Relative Net Promoter Score (rNPS) 20% 20% • Sustainability / ESG 5% 5% 1 The target STI as % of the base salary for the CFO is 60%. The payment of the STIP for 2024 was approved by the Board of Directors for the members of the Executive Committee and by the CEO for all other employees. Shareholding Incentive Plan (SHIP) The SHIP is a feature of the 2024 STIP that allows participants to elect to receive up to 100% of their 2024 earned annual bonus amount in Sunrise shares. As a result of the successful spin-off, SHIP participants will receive Sunrise Class A shares instead of Liberty Global shares (LBTYA and LBTYK17), which will be issued in March 2025. Subject to the terms and conditions of the Short- Term Incentive Plan and the SHIP, participants will also receive an additional grant of Restricted Share Units equal to 12.5% of the gross number of shares (RSU Premium), which will be granted in March 2025 and vest in March 2026, provided that the participant holds all such shares until that date. Long-Term Incentive Plan In 2024, members of the Executive Committee participated in the Performance Incentive Plan, a Liberty Global LTIP, designed to attract and retain the best diverse talent, drive balanced performance through rewarding opportunities and focus on shareholder alignment. Under the Liberty Global LTIP, participants received an award defined either as a percentage of the annual base salary or a US dollar-denominated amount. The awards consist of a combination of Restricted Share Units (RSUs), Share Appreciation Rights (SARs), Performance Share Units (PSUs) and Ventures Incentive Plan (VIP) participation units. In light of the spin-off, the Liberty Global Compensation Committee approved a concentration of equity awards granted in 2024 into equivalent Sunrise awards by applying an adjustment factor to maintain the intrinsic value of those awards. The Liberty Global LTIP 2024 as such will be discontinued for Sunrise employees and will be replaced by a Sunrise LTIP in 2025. Performance Share Units (PSUs) In the context of the spin-off, the Board of Directors has reaffirmed key elements of the PSUs, including the performance conditions, performance period and vesting date, ensuring they are aligned with Sunrise future success, while the general terms and conditions, as established under the Liberty Global LTIP, remain in place. Two performance metrics have been defined, which contribute independently to the target achievement: • 30% weighting: Cumulative Absolute Adjusted Free Cash Flow (FCF)18as reported versus plan19 166 Sunrise Annual Report 2024 I Compensation Report 17 LBTYA: The Liberty Global Ltd Class A shares & the Liberty Global Ltd Class C shares are listed on the Nasdaq Global Select Market under the ticker symbol “LBTYA” and “LBTYK”, respectively. 18 FCF: The Free Cash Flow (FCF) is defined as net cash provided by operating activities plus (i) operating-related vendor financed additions and (ii) cash receipts in the period from interest-related derivatives, less (a) cash payments in the period for interest, (b) cash payments in the period for capital expenditures, (c) principal payments on amounts financed by vendors and intermediaries and (d) principal payments on lease liabilities. 19 Exclusions can be applied by the compensation committee for exceptional items impacting FCF as disclosed in the Annual Report or Release. (e.g. legal settlements affecting reported FCF, unexpected tax settlements and spectrum auctions).

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• 70% weighting: Relative Total Shareholder Return (rTSR)20: relative percentile performance of TSR vs a basket of peers in STOXX Europe 600 Telecommunications Index The FCF metric was chosen as it supports dividend funding directly, thereby aligning leadership focus with shareholder interests. This metric reinforces financial discipline and ensures that strategic decisions are geared toward creating consistent value for shareholders. The rTSR metric aligns management remuneration with shareholder returns through dividends and share price growth. It also adjusts variable compensation compared to the performance in the telecommunications sector, ensuring fair and relevant comparisons with industry peers. Under the LTIP, the participants’ awards are tied to performance or lack thereof. For each performance metric, a threshold must be reached to trigger the grant of shares. If the performance thresholds are not met, no payout will be made under the LTIP. Hence, depending on the achievement of the two performance metrics, the number of shares granted can range from zero to 1.85 shares per PSU (FCF: 150% | rTSR: 200%). If the rTSR metric is negative, the payout of the relevant metric is capped at 100%. The payout curves are shown in the graph below. For FCF, a minimum of 85% target achievement triggers a 50% payout, scaling linearly up to 115% achievement, which yields a 150% payout. For rTSR, performance begins at a 0% payout in the bottom quartile, reaching 25% payout at the 25th percentile, 100% payout at the median and a maximum of 200% payout at or above the 75th percentile. Intermediate achievement levels between these defined points are calculated through interpolation, ensuring that payouts reflect proportional performance across both metrics. The performance measurement period runs from 01.01.2025 until 31.12.2026, i.e., for two financial years. The PSUs will vest no later than March 2027 and are subject to continued employment with Sunrise. Restricted Share Units (RSUs) RSUs grant the right to receive Sunrise Class A shares on specified future vesting dates, subject to continued employment with Sunrise. The vesting period begins on the grant date and extends over three years, with one third of the RSUs vesting each year. Share Appreciation Rights (SARs) SARs grant the right to receive, in the form of Sunrise shares, the value of any increase in the share price over the base price, which is set on the grant date and recalculated following the spin-off. The vesting period begins on the grant date and runs for three years, with one third of the SARs vesting each year, subject to continued employment with Sunrise. Once vested, the SARs are immediately exercisable at the participant’s discretion. The SARs expire ten years after the grant date. Ventures Incentive Plan (VIP) The VIP is a cash-denominated long-term incentive award allowing certain members of the Executive Committee to participate in the performance of Liberty Global's ventures portfolio. The VIP tracks the valuation of the ventures portfolio (as specifically defined) over a three-year performance period. VIP awards, if earned, are settled in Liberty Global shares (LBTYA or LBTYK) or cash in March following the end of the performance period, subject to continued employment with Sunrise. 167 Sunrise Annual Report 2024 I Compensation Report 20 rTSR: The TSR (Total Shareholder Return) in absolute CHF amount is the sum of the share price accretion and the dividends paid out (including reinvestment assumption) during the respective performance period. For the rTSR the achieved TSR will be compared to the Comparator Group in percentage (%). The Comparator Group is defined as the peer group within the STOXX Europe 600 Telco Index. This enables a fair and relative performance comparison to peers.

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Post-spin-off compensation Initial Award To align the interests of the members of the Executive Committee with the business plan and shareholder interests after the spin-off and retain and motivate high-quality talent to advance the interests and success of Sunrise, all members of the Executive Committee were awarded Initial Awards. In December 2024, participants received equity grants (each an Initial Equity Grant) under the Initial Award, which were split into 50% Performance Share Units (Initial PSUs) (63% for CEO), 33% Restricted Share Units (Initial RSUs) (26% for CEO) and 17% shares (11% for CEO). Selected members of the Executive Committee additionally received Cash Awards (subject to clawback for termination prior to 31.12.2025 unless terminated by the company other than for cause). Initial Award Performance Share Units (Initial PSUs) The Initial PSUs form the most significant component of the Initial Equity Grant due to their performance- driven nature and long-term shareholder orientation. These Initial PSUs have a four-year performance period and will vest in December 2028, subject to the achievement of the performance criterion set out below and will be settled in shares no later than March 2029. This long-term structure underscores the commitment to rewarding sustained excellence, making the Initial PSU instrument a key driver of the Initial Award's overall value and impact. The performance criterion for the Initial PSUs is the "Implied TSR based on achieved Internal Rate of Return (IRR) Performance %" and was defined as follows: • The TSR of Sunrise in absolute CHF amount using the share price accretion and the dividends paid out (excluding reinvestment assumption) during the performance period. • The IRR Performance is based on discounted shareholder returns (dividends/ share during performance period & exit share price less entry share price), accounting for the timing of the cash flows. This metric ensures that Executive Committee compensation is aligned with long-term shareholder interests because the implied TSR, based on the achieved IRR, reflects the true investment returns, i.e. value creation experienced by shareholders. At the same time the focus on IRR performance makes it possible to account for variations both in the trajectory of the underlying valuation (measured by the dividend yield) and the execution of the business plan during the performance period in terms of FCF / Dividend Payout. Initial Award Restricted Share Units (Initial RSUs) Another component of the Initial Equity Grant are the Initial RSUs, which complement the Initial PSUs with a more steady, time-based approach. These Initial RSUs vest over a four-year period, with one quarter vesting each year. This structure provides recipients with incremental ownership, fostering ongoing engagement and alignment with company interests throughout the award period. Together with the performance-driven Initial PSUs, the Initial RSUs create a balanced incentive, blending immediate retention with long-term performance goals. Shares The final component of the Initial Equity Award consists of unrestricted shares, which are subject to a 100% clawback in the event of termination before 31 December 2025. The unrestricted shares not only enhance alignment with shareholder interests but also reinforce a commitment to long-term ownership, complementing both the RSUs and PSUs to create a well-rounded incentive package. Company benefits Sunrise offers a competitive benefits package that includes health management, retirement plans, disability and other benefits tailored to industry market practices and regulations. Members of the Executive Committee receive a transportation allowance on the condition that they use an e-vehicle or public transport to commute to work, the latter condition underlines Sunrise commitment to sustainability. The members of the Executive Committee participate in the Sunrise pension scheme, which is available to insured Sunrise employees, with contributions shared between employee and employer, depending on the individuals’ choice of contribution level. Members of the Executive Committee also receive reimbursement of business expenses incurred in the course of performing their jobs, which are not disclosed. New compensation framework 2025 Adopting a comprehensive approach, securing a sustainable transition and aligning with Swiss market practice and long-term shareholder value, the Sunrise Compensation Committee and the Board of Directors created a compensation framework for 2025 onwards. This contains a similar mix of long- term and short-term elements for the Executive Committee members, ensuring that total direct compensation remains consistent with the 2024 level. 168 Sunrise Annual Report 2024 I Compensation Report

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Total direct compensation - CEO 21% 42% 37% Base Salary STIP LTIP Total direct compensation - Average Executive Committee 30% 27% 43% Base Salary STIP LTIP In addition, for the STIP 2025 business-unit-specific targets have been introduced for the members of the Executive Committee (excluding the CEO) and all senior leaders to complement the existing company and individual targets. The company’s key performance metrics Operating Free Cash Flow, Service Revenue, rNPS and Sustainability/ESG goals remain central, ensuring a balanced and comprehensive focus on financial, operational, qualitative and sustainability priorities. As a feature of the STIP, an amended Sunrise SHIP will be continued in 2025. Furthermore, Sunrise has launched a dedicated LTIP for the Executive Committee members and senior leaders. To ensure a strong pay-for-performance focus, PSUs will be the sole instrument for the Executive Committee, while senior leaders will receive a mix of PSUs and RSUs. The performance conditions for the PSUs remain closely aligned with the metrics of the Liberty Global LTIP 2024 and therefore the cumulative adjusted FCF with 30% weighting and the rTSR with 70% weighting have been defined for the LTIP 2025, ensuring strategic consistency and reinforcing alignment with business objectives and shareholder interests. Additionally, to broaden employee engagement and share ownership, an ESPP will be introduced for the wider employee population. These initiatives underscore our commitment to aligning compensation with long-term value creation, fostering a culture of shared success and entrepreneurship across all levels of the organization. Achievement of company targets 2024 The Compensation Committee assesses the individual performance of the CEO and the members of the Executive Committee in line with the company’s strategic objectives and submits the proposals together with the achievement of the company targets to the Board of Directors for approval. In 2024, the Sunrise STIP company targets were set for Operating Free Cash Flow at 55%, Service Revenue at 20%, rNPS at 20% and Sustainability/ESG at 5%. The Sunrise key financials, which are relevant for the determination of the STIP, showed a mixed result. Operating Free Cash Flow was in line with targets, driven by improved spend management offsetting an under-delivery on Service Revenue caused by a competitive consumer-market environment, Average Revenue Per Unit (ARPU) pressure from discounts and rightpricing of our customer base. Overall rNPS was above target for Sunrise main brand across all quarters in 2024 with no major positive or negative outliers. Internet and TV rNPS performed particularly strongly throughout the year, with ongoing incremental improvements. Sunrise experienced some TV platform issues in the middle of 2024 due to a third-party supplier but the rNPS fully recovered in the second half 2024. Sustainability/ESG targets, within the main strategic pillars of People (engagement score and proportion of women in leadership roles), Planet (greenhouse- gas reductions), Progress (digitalisation metric) and Governance (mandatory e-learnings), are within the expected range, with the Planet target slightly exceeding the targeted range. The combination of these achievements resulted in an overall target achievement of 101.6%. Within this achievement, Operating Free Cash Flow accounted for 55%, Service Revenue and rNPS for 20% each and the Sustainability/ESG targets for 5%. 169 Sunrise Annual Report 2024 I Compensation Report

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Total Executive Committee compensation 2024 General principles The pay mix of the Executive Committee is aligned with market practices, placing strong emphasis on variable compensation, thereby fostering an ambitious high-performing culture. Given this strong emphasis on variable compensation, Sunrise has implemented the following pay-for-performance mechanisms and safeguards for the members of our Executive Committee: Safeguards Description Performance award caps • STIP: Capped at 150% • LTIP: PSUs capped at 185% (FCF at 150%; rTSR at 200%) • Initial Award: Initial PSUs capped at 150% Delivery & long-term perspective • Performance Conditions defined under the LTIP & Initial Award are aligned with shareholder interests • Vesting of the PSUs under the LTIP in 2027 (three-year vesting period) • Vesting of the PSUs under the Initial Award in 2028 (four-year vesting period) Other safeguards • Share ownership guidelines (see section Share Ownership Guidelines for the Executive Committee members) • No hedging allowed for shares that participants hold as part of the ownership targets, nor for granted units Leaver conditions / clawback • Performance awards are at risk of forfeiture, unrestricted shares under the Initial Awards are subject to a claw-back provision • Clawbacks, including under the Dodd Frank Clawback Policy Contract terms • Maximum notice period is up to twelve months • No severance terms 170 Sunrise Annual Report 2024 I Compensation Report

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Total Executive Committee compensation 2024 The table below covering Executive Committee compensation shows the total compensation paid to the members of the Executive Committee for the period from the listing on the SIX Swiss Exchange (15 November 2024) until the end of the financial year 2024, broken down into individual compensation elements, including the highest amount paid to one individual. At the 2024 general shareholder meeting a maximum aggregate compensation of CHF 22 million was approved for the members of the Executive Committee for the financial year 2025. CHFk Total Executive Committee Thereof André Krause (CEO) Base salary 526.02 127.78 STIP - cash-based 387.61 263.10 STIP - equity-based (SHIP) 98.01 — LTIP - Performance Incentive Plan 900.25 351.67 Company benefits & allowances 85.95 29.65 Retirement benefits 108.03 16.52 Subtotal 2,105.87 788.72 Initial Award - cash-based 3,975.00 3,500.00 Initial Award - equity-based 24,671.56 10,170.88 Subtotal 28,646.56 13,670.88 Combined social security contributions 2,027.36 934.33 Total compensation to the members of the Executive Committee 32,779.79 15,393.93 • All base salary, STIP, LTIP & Initial Award amounts are gross amounts before deduction of applicable tax, employee social security and other statutory charges. • STIP - equity based (SHIP): shares will be issued and RSU Premium granted in March 2025. • Fair value disclosure for the LTIP & Initial Award | Valuation Methods: Monte-Carlo Simulation (PSUs), Black-Scholes Model (SARs). • The following table represents nine active Executive Committee members at listing date; no Executive Committee member stepped down between listing and 31 December 2024. Additional information No loans or credits have been granted to Executive Committee members or their related parties during the reporting year. There was no loan outstanding at the end of the reporting year to any member of the Executive Committee or their related parties, and such loans are prohibited under the Sarbanes-Oxley Act of 2002 as long as the Sunrise shares are registered with the U.S. Securities and Exchange Commission. Related parties did not receive any remuneration. The maximum notice period of members of the Executive Committee is twelve months. 171 Sunrise Annual Report 2024 I Compensation Report

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Shareholdings of the Board of Directors and Executive Committee Shareholdings of the Board of Directors and Executive Committee The current members of the Board of Directors and Executive Committee (including related parties) held the following number of shares and equity-based instruments as of 31 December 2024: Name Sunrise Class A shares Sunrise Class B shares PSUs RSUs SARs Michael T. Fries, Chair 1 643,124 5,758,886 — 148,843 — Adam Bird, Member of the Board 969 — — — — Ingrid Deltenre, Member of the Board 1,338 — — — — Thomas D. Meyer, Member of the Board 5,931 — — — — Catherine Mühlemann, Member of the Board 1,442 — — — — Enrique Rodriguez, Member of the Board 134,525 — — 39,772 — Lutz Schüler, Member of the Board 93,898 — — — — André Krause, Chief Executive Officer 30,480 — 173,290 94,444 74,980 Jany Fruytier, Chief Financial Officer 11,792 — 40,104 31,322 20,827 Christoph Richartz, Chief Consumer Officer - Main Brand 2 8,466 — 31,228 24,496 20,827 Stefan Fuchs, Chief Consumer Officer - Flanker Brands 3 16,365 — 21,421 18,429 15,272 Thorsten Haeser, Chief Business Officer 8,453 — 30,513 22,060 18,379 Elmar Grasser, Chief Technology Officer 5,706 — 21,421 18,429 15,272 Anna Maria Blengino, Chief Information Officer 5,706 — 18,924 14,291 6,410 Marcel Huber, General Counsel & Chief Corporate Affairs Officer 8,840 — 19,870 15,305 9,769 Tobias Foster, Chief People Officer 10,378 — 19,870 15,736 9,769 Total 987,413 5,758,886 376,641 443,127 191,505 1 Shareholdings also include shares held by related parties 2 includes 13 Sunrise Class A ADS 3 includes 10,659 Sunrise Class A ADS 172 Sunrise Annual Report 2024 I Compensation Report

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Share Ownership Guidelines for the members of the Executive Committee In the context of becoming a listed company, Sunrise has implemented Share Ownership Guidelines (SOGs) to align further the interests of the members of the Executive Committee with those of the shareholders and to promote the Sunrise commitment to sound corporate governance. The SOGs specify the minimum monetary value of Sunrise shares to be retained by each member of the Executive Committee throughout their tenure. Each ownership target is a multiple of the annual base salary (see graph below): Ownership target in relation to base salary Executive Committee CEO Measurement date: 30 June 2026 120 % 180 % Measurement date: 31 December 2028 200 % 300 % • Newly promoted and hired members of the Executive Committee (including a CEO) are required to meet their ownership target on 31 December of the 5th anniversary of such promotion or hiring. Activities at other companies The activities performed by the members of the Board of Directors as at 31 December 2024 that are comparable to board of directors or executive committee mandates at other enterprises with an economic purpose are listed below. As at 31 December 2024, none of the members of the Executive Committee held such comparable mandates in other enterprises with an economic purpose. According to the Articles of Association, no member of the Board of Directors may hold more than ten additional mandates, of which no more than eight may be in listed companies. No member of the Executive Committee may hold more than four additional mandates, of which no more than one may be in a listed company. Each of these mandates is subject to the prior approval of the Board of Directors or, if delegated to it, the Compensation Committee. Member of the Board of Directors Entity Listed/not listed Position Michael T. Fries Liberty Global Ltd. listed Chief Executive Officer Cable Television Laboratories Inc. not listed Member of the Board of Directors Lionsgate Entertainment Corp. listed Member of the Board of Directors Lionsgate Studios Corp. listed Member of the Board of Directors Grupo Televisa S.A.B. listed Member of the Board of Directors Liberty Latin America Ltd. listed Executive Chairman VMED O2 UK Limited not listed Member of the Board of Directors Adam Bird McKinsey & Company not listed Senior Partner and Global Head of Consumer Technology and Media Ingrid Deltenre Givaudan SA listed Vice-Chairwoman of the Board of Directors; Chair of the Compensation Committee DHL Group listed Member of the Board of Directors Banque Cantonale Vaudoise listed Member of the Board of Directors SPS Global not listed Member of the Board of Directors; Chair of the Compensation and Nomination Committee Hochdorf Swiss Nutrition not listed Member of the Board of Directors; Chair of the Nomination and Compensation Committee 173 Sunrise Annual Report 2024 I Compensation Report

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Thomas D. Meyer BLR Capital AG not listed Member of the Board of Directors CelsiusPro AG not listed Chairman of the Board of Directors Osterwalder AG not listed Member of the Board of Directors Noser Management AG not listed Member of the Board of Directors Neue Zürcher Zeitung AG not listed Member of the Board of Directors Akros AG not listed Member of the Board of Directors Yarowa AG not listed Member of the Board of Directors Artemis Holding AG not listed Member of the Board of Directors Apleona GmbH not listed Member of the Supervisory and the Shareholder Board Catherine Mühlemann CH Media TV AG not listed Member of the Board of Directors Switzerland Tourism not listed Member of the Board of Directors, Vice President and Member of the Remuneration and Nomination Committee Jungfraubahn Holding AG listed Member of the Board of Directors and Member of the Remuneration and Nomination Committee NI FRAVI Group GmbH not listed Owner Enrique Rodriguez Liberty Global Ltd. listed Executive Vice President and Chief Technology Officer Telenet Group listed Member of the Board of Directors VMED O2 UK Limited not listed Member of the Board of Directors Formula E not listed Member of the Board of Directors NexFibre not listed Member of the Board of Directors Lutz Schüler VMED O2 UK Limited not listed Chief Executive Officer Tesco Mobile not listed Chairman of the Board of Directors • Those belonging to the same group are shown as one mandate. 174 Sunrise Annual Report 2024 I Compensation Report

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FINANCIAL STATEMENT 177 Sunrise Annual Report 2024 I Financial Statements 178 180 182 183 185 233 238 Consolidated Statements of Comprehensive Income Consolidated Statements of Financial Position Consolidated Statements of Changes in Equity Consolidated Statements of Cash Flows Notes to the Consolidated Financial Statements Left Intentionally Blank Statutory Financial Statements Left Intentionally Blank 243 The Sunrise work culture is characterized by creativity, courage and team spirit. Shareholder Letter Sunrise at a glance Operational & Financial Review Sustainability Corporate Governance Compensation Report Financial Statements

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Sunrise Communications AG Consolidated Statements of Income or Loss Note Year ended December 31 in CHF millions 2024 2023 2022 Revenue 6 3,018.0 3,035.2 3,035.2 Direct costs (830.1) (834.6) (819.6) Personnel expenses 8 and 10 (407.0) (416.7) (438.3) Other operating income and capitalized labor 7 and 26 68.1 105.7 61.7 Other operating expenses 7 and 26 (696.4) (758.8) (750.2) Depreciation of right-of-use assets 13 (129.7) (128.0) (145.4) Depreciation and amortization 14 and 15 (917.9) (992.1) (1,028.8) Operating income (loss) 105.0 10.7 (85.4) Financial income 22 257.7 574.7 456.7 Financial expenses 22 (742.6) (957.2) (340.2) Share of gains (losses) of equity method investments 25 1.3 (0.3) 2.2 Income (loss) before taxes (378.6) (372.1) 33.3 Income tax benefit (expense) 19 16.7 59.9 50.7 Net income (loss) (361.9) (312.2) 84.0 Attributable to: Sunrise Communications AG shareholders (365.8) (316.1) 80.5 Non-controlling interest 3.9 3.9 3.5 Earnings (loss) per share Basic and diluted earnings (loss) per share of class A 21 (5.1) (4.4) 1.1 Basic and diluted earnings (loss) per share of class B 21 (0.5) (0.4) 0.1 The accompanying notes are an integral part of these consolidated financial statements. 178 Sunrise Annual Report 2024

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Sunrise Communications AG Consolidated Statements of Comprehensive Income or Loss Note Year ended December 31 in CHF millions 2024 2023 2022 Net income (loss) (361.9) (312.2) 84.0 Other comprehensive income (loss), net of taxes: Items that are or may be reclassified to the statement of income or loss: Foreign currency translation adjustments (13.3) (95.0) (54.5) Items that will not be reclassified to the statement of income or loss: Pension-relation adjustments (7.7) (23.0) 9.3 Other comprehensive income (loss), net of taxes (21.0) (118.0) (45.2) Attributable to: Sunrise Communications AG shareholders (21.0) (117.8) (46.6) Non-controlling interest — (0.2) 1.4 Total comprehensive income (loss), net of taxes (382.9) (430.2) 38.8 Attributable to: Sunrise Communications AG shareholders (386.8) (433.9) 33.9 Non-controlling interest 3.9 3.7 4.9 The accompanying notes are an integral part of these consolidated financial statements. 179 Sunrise Annual Report 2024

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Sunrise Communications AG Consolidated Statements of Financial Position ASSETS Current assets: Cash and cash equivalents 351.8 4.8 Trade receivables 24 353.0 390.9 Current financial assets 24 162.5 237.0 Tax receivables — 2.4 Other current assets 12 259.9 376.0 Total current assets 1,127.2 1,011.1 Non-current assets: Property, plant and equipment 14 2,338.5 2,295.7 Goodwill 16 6,012.7 6,012.7 Intangible assets 15 1,084.4 1,529.9 Right-of-use assets 13 1,262.5 1,294.2 Financial assets 24 5.1 293.1 Investments 25 48.4 55.6 Deferred tax assets 19 23.6 — Other non-current assets 12 160.4 116.4 Total non-current assets 10,935.6 11,597.6 Total assets 12,062.8 12,608.7 LIABILITIES AND EQUITY Liabilities Current liabilities: Accounts payable 316.0 281.4 Lease liabilities 13 164.1 170.4 Financial liabilities 24 586.7 550.2 Provisions 17 4.7 52.8 Tax liabilities 17.9 15.9 Other current liabilities 12 497.0 582.8 Total current liabilities 1,586.4 1,653.5 Non-current liabilities: Lease liabilities 13 1,055.2 1,087.3 Financial liabilities 24 4,747.9 5,921.9 Provisions 17 64.0 64.1 Defined benefit obligations 10 8.4 8.4 Deferred tax liabilities 19 165.8 206.7 Other non-current liabilities 12 48.2 89.8 Total non-current liabilities 6,089.5 7,378.2 Total liabilities 7,675.9 9,031.7 Note As of December 31 in CHF millions 2024 2023 180 Sunrise Annual Report 2024

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Equity Ordinary share capital 19 7.2 — Treasury shares (0.1) — Reserves 20 4,353.7 3,554.8 Equity attributable to the shareholders 4,360.8 3,554.8 Non-controlling interests 20 26.1 22.2 Total equity 4,386.9 3,577.0 Total liabilities and equity 12,062.8 12,608.7 Note As of December 31 in CHF millions 2024 2023 The accompanying notes are an integral part of these consolidated financial statements. 181 Sunrise Annual Report 2024

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Sunrise Communications AG Consolidated Statements of Changes in Equity in CHF millions Ordinary share capital Treasury Stock Other Reserves Currency translation reserve Actuarial gains/(losses) from defined benefit plans, net of taxes Total equity attributable to shareholders Non- controlling interests Total equity Balance at January 1, 2022 3,118.4 (100.8) 24.0 3,041.6 18.2 3,059.8 Net income 80.5 — — 80.5 3.5 84.0 Other comprehensive income (loss), net of taxes — (54.5) 7.9 (46.6) 1.4 (45.2) Total comprehensive income 80.5 (54.5) 7.9 33.9 4.9 38.8 Share-based compensation 30.3 — — 30.3 — 30.3 Capital contributions (distributions) 924.4 — — 924.4 (3.8) 920.6 Balance at December 31, 2022 4,153.6 (155.3) 31.9 4,030.2 19.3 4,049.5 Net loss — — (316.1) — — (316.1) 3.9 (312.2) Other comprehensive income (loss), net of taxes — — — (95.0) (22.8) (117.8) (0.2) (118.0) Total comprehensive income — — (316.1) (95.0) (22.8) (433.9) 3.7 (430.2) Share-based compensation — — 21.9 — — 21.9 — 21.9 Capital contributions (distributions) — — (63.4) — — (63.4) (0.8) (64.2) Balance at December 31, 2023 3,796.0 (250.3) 9.1 3,554.8 22.2 3,577.0 Net loss — — (365.8) — — (365.8) 3.9 (361.9) Other comprehensive income (loss), net of taxes — — — (13.3) (7.7) (21.0) — (21.0) Total comprehensive income — — (365.8) (13.3) (7.7) (386.8) 3.9 (382.9) Issuance of shares 7.2 (0.1) (7.1) — — — — — Share-based compensation — — 15.1 — — 15.1 — 15.1 Capital contributions (distributions) — — 1,177.7 — — 1,177.7 — 1,177.7 Balance at December 31, 2024 7.2 (0.1) 4,615.9 (263.6) 1.4 4,360.8 26.1 4,386.9 The accompanying notes are an integral part of these consolidated financial statements. 182 Sunrise Annual Report 2024

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Sunrise Communications AG Consolidated Statements of Cash Flows Cash flows from operating activities: Net income (loss) (361.9) (312.2) 84.0 Income tax expense (benefit) 19 (16.7) (59.9) (50.7) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Share-based compensation expense 19.1 22.5 30.7 Depreciation of RoU assets 13 129.7 128.0 145.4 Depreciation of PP&E and amortization of intangibles 14 and 15 917.9 992.1 1,028.8 Restructuring and other operating items 49.8 86.2 149.1 Financial income 22 (257.7) (574.7) (456.7) Financial expenses 22 742.6 957.2 340.2 Dividends received 3.0 3.1 2.8 Interest received 22 1.6 0.9 0.6 Tax refunds — 4.0 1.1 Taxes paid (1.1) — (10.4) Changes in operating assets and liabilities and other 52.8 (45.7) (12.2) Net cash provided by operating activities 1,279.1 1,201.5 1,252.7 Cash flows from investing activities: Capital expenditures 14 and 15 (541.1) (468.0) (417.4) Cash paid in connection with acquisitions, net of cash acquired 27 — (85.1) — Acquisition of equity-accounted investees 25 (0.6) — (35.8) Net advances from (to) related parties 112.7 (204.8) (71.0) Cash received for other investing activities — 0.1 36.2 Cash paid for other investing activities (49.7) (2.8) (55.0) Net cash used in investing activities (478.7) (760.6) (543.0) Cash flows from financing activities: Interest paid (420.2) (422.5) (329.3) Vendor financing additions 24 363.4 271.2 148.2 Repayments of debt 24 (1,064.7) — (899.4) Principal payments on vendor financing 24 (377.0) (296.6) (284.5) Payment of lease liabilities 13 (114.4) (107.6) (112.4) Payment of financing costs and debt premiums 24 — 0.1 (26.3) Net cash received (paid) for interest related derivative instruments 23 172.7 174.5 42.2 Net cash received (paid) for principal related derivative instruments 24 (120.4) (57.4) (47.1) Capital contribution from parent 1,106.2 — 955.8 Related-party payments — — (149.2) Issuance of share capital 1 0.1 — — Repurchase of treasury stock 20 (0.1) — — Cash paid for other financing activities — (1.8) (12.0) Net cash used in financing activities (454.4) (440.1) (714.0) Note Year ended December 31 in CHF millions 2024 2023 2022 183 Sunrise Annual Report 2024

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Net increase (decrease) in cash and cash equivalents: 346.0 0.8 (4.3) Cash and cash equivalents at the beginning of year 4.8 2.3 5.5 Effect of exchange rate changes on cash 1.0 1.7 1.1 Cash and cash equivalents at the end of year 351.8 4.8 2.3 Note Year ended December 31 in CHF millions 2024 2023 2022 The accompanying notes are an integral part of these consolidated financial statements 184 Sunrise Annual Report 2024

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (1) GENERAL INFORMATION Sunrise Communications AG is a public company incorporated, domiciled and registered in Switzerland. The registered office of Sunrise Communications AG are located at Glattpark (Opfikon), Thurgauerstrasse 101b, 8152, Switzerland. These consolidated financial statements for the years ended 31 December 2024 and 31 December 2023 are in substance a continuation of the previously reported F-4 financials of Sunrise HoldCo V B.V. The reporting period 2024 presented comprises the consolidated financial statements of Sunrise Communications AG and its subsidiaries (collectively referred to as Sunrise). The comparative periods 2023 and 2022 presented reflect the carrying amounts from the consolidated financial statements of Sunrise HoldCo V B.V. Sunrise’s principal operating company, Sunrise GmbH, is a full-range telecommunications provider in Switzerland, offering mobile voice and data, landline services (retail and wholesale voice, business and integration services), video and landline Internet including Internet Protocol Television (IPTV) services to both residential and business customers as well as to other operators. Sunrise has its own national backbone landline and IP network as well as its own mobile network based on 4G and 5G technologies. In connection with the services it provides, Sunrise also resells handsets manufactured by third-party suppliers. In connection with the spin-off from Liberty Global Ltd (hereinafter LG), a series of reorganization steps were completed. The transaction resulted in separation from LG and the formation of the Sunrise Communications AG, whose shares are listed at the SIX Swiss Exchange. The reorganization transactions included the following steps: Formation of Sunrise Communications AG Liberty Global Ltd. formed Sunrise Communications AG, a Swiss-incorporated entity, on 3 May 2024, as part of the spin-off preparations with a cash contribution of CHFk 100 (1,000,000 shares with a nominal value of CHF 0.10 per share). Internal restructuring On 22 October 2024, Liberty Global contributed subsidiaries and assets to Sunrise HoldCo VI B.V., and aligned its intercompany loans with external debt terms. Repayment of external debt From 28 October to 1 November 2024, Sunrise entities streamlined intercompany loan structures, extinguished redundant agreements and repaid external debts. Spin-off execution At the Extraordinary General Meeting of Liberty Global Ltd (hereinafter LG) on 25 October 2024, Liberty Global shareholders approved the proposed 100% spin-off of Sunrise through the distribution of Sunrise shares. Immediately before the execution of the spin-off, Sunrise HoldCo VI BV, the former parent entity, was contributed by the sole shareholder LG to Sunrise Communications AG for the issuance of 68,759,702 Sunrise Class A shares and 25,977,316 Sunrise Class B shares with a nominal value of CHF 0.10 per share, respectively CHF 0.01 per share. The transaction did not meet the definition of business combination under IFRS 3, because neither Sunrise nor LG were identified as acquirer. Sunrise's equity position was adjusted to reflect the share capital structure of Sunrise Communications AG. Other amounts in equity (such as revaluation reserves and retained earnings) include amounts from the historical consolidated financial statements of Sunrise HoldCo V B.V. As of the spin-off date, 68,759,702 Sunrise Class A common shares and 25,977,316 Sunrise Class B shares were outstanding. These shares have been distributed by LG to its shareholders in the form of American Depositary Shares (ADS) on 12 November 2024. For every five Class A or Class C LG share, Liberty Global shareholders have received one Sunrise Class A ADS, held as of the close of business on the distribution record date of 4 November 2024, and 2 Sunrise Class B ADS for every LG Class B share. The spin-off transaction did not result in any changes to the existing shareholder group. Sunrise Class A ADS began trading on Nasdaq under the ticker symbol "SNRE" on 13 November 2024, while the Sunrise Class A common shares began trading on SIX Swiss Exchange under the ticker symbol "SUNN" on 15 November 2024. These consolidated financial statements have been approved and authorized by the Board of Directors for issuance on 26 February 2025 in accordance with a resolution of Sunrise’s Board of Directors. 185 Sunrise Annual Report 2024

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(2) BASIS OF PREPARATION AND SCOPE OF CONSOLIDATION These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ('IFRS') as issued by the International Accounting Standards Board ('IASB') and are referred to hereinafter as consolidated financial statements. They present the activities, assets and liabilities of Sunrise, as included in the scope of consolidation, and contain the financial information of the legal entities of Sunrise. Sunrise forms a separate group of legal entities in all years presented. All intercompany transactions and balances within Sunrise have been eliminated. Any respective material events occurring after 31 December 2024 are disclosed in Note 29. These consolidated financial statements present the assets, liabilities, revenues, expenses and cash flows attributable to Sunrise. The consolidated financial statements have been prepared under the historical cost convention, unless otherwise indicated. The fair value of financial assets and liabilities is presented in Note 24. The consolidated financial statements have been prepared under the assumption of going concern. The presentation currency of these consolidated financial statements is the Swiss franc ('CHF'). Due to rounding, numbers presented throughout this report may not add up precisely to the totals provided. All ratios and variances are calculated using the precise underlying amount rather than the presented rounded amount. The preparation of these consolidated financial statements require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and the reported amounts of revenue and expenses during the fiscal period. These estimates are based on management’s best knowledge of current events and actions that Sunrise may undertake in the future. Please refer to Note 4 for further details. See Note 26 for additional disclosures regarding transactions with related parties. (3) MATERIAL ACCOUNTING POLICIES These consolidated financial statements were prepared in accordance with the accounting policies described and the amendments effective as of 1 January 2024 which are described below. Sunrise has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2024, which did not have a material impact on the consolidated financial statements of Sunrise. Standard Name Effective from Amendments to IFRS 16 Lease liability in a sale and leaseback transaction 1 January 2024 Amendments to IAS 1 Classifying liabilities as current or non-current 1 January 2024 Amendments to IAS 1 Classifying non-current liabilities with covenants 1 January 2024 Amendments to IAS 7 Supplier finance arrangements 1 January 2024 Foreign currency translation These consolidated financial statements are presented in Swiss francs ('CHF'), which is the reporting currency of Sunrise. The functional currency is the currency applied in the primary economic environment. Transactions in currencies other than the functional currency are translated at the transaction-date exchange rates or the average rate. Foreign exchange gains and losses arising from differences between transaction date and settlement date rates are recognized as financial income or expenses in the consolidated statements of income or loss. The following table summarizes the principal exchange rates used by Sunrise (shown against CHF): December 31 2024 2023 2022 Spot rates: Euro 1.0645 1.077 1.0128 US Dollar 1.1016 1.1916 1.0847 Year ended December 31 2024 2023 2022 Average rates: Euro 1.0502 1.0295 0.9948 US Dollar 1.1362 1.1135 1.0478 186 Sunrise Annual Report 2024

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Revenue from contracts with customers Revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration (net of VAT) to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized when the customer obtains control of the promised goods or services. Significant sources of revenue are explained in Note 6. Sunrise groups multi-component contracts (e.g., mobile subscription with subsidized mobile hardware) into portfolios and allocates the total transaction price to each separate performance obligation (including undelivered elements) in proportion to the stand-alone selling prices. Revenue is recognized when the customer obtains control of the separate components. In the consolidated statements of financial position, timing differences in the recognition of revenue between separate performance obligations lead to the recognition of a contract asset, i.e., a legally not yet entitled right to consideration from a contract with a customer. Incremental costs to obtain a contract with a customer, such as incremental sales commissions, are generally recognized as assets and amortized over the applicable period benefited, which generally is the contract life. If, however, the amortization period is less than one year, Sunrise expenses such costs in the period incurred. In contrast, activation fees lead to the recognition of a contract liability, i.e., the obligation to transfer goods or services to a customer for which the entity has received consideration from the customer. Contract assets and liabilities are determined at the contract level and not at the performance obligation level. Accrued income and deferred discounts are classified as part of contract assets. Revenue is recognized gross when Sunrise acts as a principal in a transaction. For content-based services and handsets sold via third party retailers, where Sunrise acts as an agent, revenue is recognized net of direct costs. Direct costs Direct costs are related to acquiring, producing or gaining access to the product, content or service that is sold to the customer. These include, but are not limited to, costs for hardware, access, copyrights, programming, roaming, interconnection, new build and built-to-suit. Property, plant and equipment Property, plant and equipment ('PP&E') are measured at cost less accumulated depreciation and write-downs for impairment. Costs comprise purchase price and costs directly attributable to the acquisition until the date on which the asset is ready for use, as well as the estimated costs of dismantling and restoring the site. The costs of self-constructed assets include directly attributable payroll costs, materials, parts purchased, and services rendered by sub-suppliers during the construction period. Costs also include estimated asset retirement costs on a discounted basis if the related obligation meets the conditions for recognition as a provision. The depreciation base is measured at cost less residual value and any write-downs. Depreciation is provided on a straight-line basis over the estimated useful life of the assets as follows: Asset category Useful lives Support equipment and buildings 3 to 33 years Distribution systems 3 to 30 years Customer premises equipment ('CPE') 4 to 5 years The depreciation expense of property, plant and equipment is included in depreciation and amortization expenses in the consolidated statements of income or loss. Property, plant and equipment that have been disposed of or scrapped are eliminated from accumulated costs and accumulated depreciation. Gains and losses arising from the sale of property, plant and equipment are measured as the difference between the sales price less selling expenses and the carrying value at the time of sale. The resulting gain or loss is recognized in the consolidated statements of income or loss in other operating income or other operating expenses, respectively. Software that is an integral part of a tangible asset (e.g., telephone exchange installations) is presented together with the related tangible assets. If indications exist that the value of an asset may be impaired, the recoverable amount of the asset is determined. If the recoverable amount of the asset, which is the higher of the fair value less costs to sell and the value in use, is less than its carrying amount, the carrying amount is reduced to the recoverable amount. 187 Sunrise Annual Report 2024

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Intangible assets Intangible assets comprise software, licenses and rights, brands and other intangible assets required to operate the business, and software developed or customized by Sunrise. Intangible assets are measured at cost less accumulated amortization and impairment losses and are amortized on a straight- line basis over their estimated useful lives. Broadcasting rights and spectrum licenses are generally multi-year contracts, for which an asset is recognized in the amount of the contract consideration with a corresponding liability for any unpaid portion of the total contract costs at contract inception. The rights are amortized on a straight-line basis over the contract term. Asset category Useful lives Software 3 to 5 years Licenses and rights 5 to 26 years Brands and customer relationships 6 to 10 years Other intangible assets 2 to 25 years The amortization expense of intangible assets is included in depreciation and amortization expenses in the consolidated statements of income or loss. Development projects, including costs of computer software purchased or developed for internal use, are recognized as intangible assets if the costs can be calculated reliably and if they are expected to generate future economic benefits. Costs of development projects include wages and external charges. Development projects that do not meet the criteria for recognition in the consolidated statements of financial position are expensed as incurred. Non-derivative financial instruments Cash and cash equivalents, current trade and other receivables, current related-party receivables and payables, certain other current assets, accounts payable and certain accrued liabilities represent financial instruments that are initially recognized at fair value and subsequently carried at amortized cost. Due to their relatively short maturities, the carrying values of these financial instruments approximate their respective fair values. Loans and other receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such loans and other receivables are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. Leases Sunrise leases mainly consist of rental of distribution systems, support equipment, buildings and land. Sunrise recognizes a right-of-use ('RoU') asset and a lease liability at the lease commencement date. The RoU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred. Furthermore, the RoU asset is adjusted for an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located. The RoU assets are subsequently depreciated using the straight-line method from the commencement date to the earlier of the useful life of the RoU asset or the end of the lease term. The useful lives per asset class are as follows: Asset category Useful lives Support equipment, buildings and land 3 to 33 years Distribution systems 3 to 30 years In addition, RoU assets are periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The RoU assets and the lease liabilities are presented separately in the consolidated financial statements. Lease liabilities are initially measured at the present value of the future lease payments, discounted using the interest rate implicitly specified in the lease or Sunrise’s incremental borrowing rate as the discount rate. Sunrise applies the short-term lease recognition exemption to leases of less than 12 months. Lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term. 188 Sunrise Annual Report 2024

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Inventories Inventories are measured at the lower of cost and net realizable value. The costs of merchandise include purchase price and delivery costs. The costs of work in progress comprise direct costs of merchandise, direct labor, other direct costs and related production overheads. Related costs for items sold are presented within direct costs in the consolidated statements of income or loss. Trade receivables and other receivables Receivables are measured at amortized cost net of an allowance for uncollectible amounts. The allowance for trade receivables and contract assets is always measured at an amount equal to lifetime expected credit loss ('ECL'). When determining whether the credit risk of a financial asset has increased significantly, Sunrise considers both quantitative and qualitative information and analysis based on its historical experience, internal credit assessment and forward-looking information. Allowances for anticipated uncollectible amounts are based on individual assessments of major receivables and historically experienced losses on uniform groups of other receivables. This allowance is equal to the difference between the carrying amount and the present value of the amounts expected to be recovered. Significant financial difficulties of the debtor, the probability that the debtor will enter bankruptcy or financial reorganization, and default or delinquency in payments are considered indicators that the receivable is impaired. The loss is recognized in the consolidated statements of income or loss within other operating expenses. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other operating expenses in the consolidated statements of income or loss. Cash and cash equivalents Cash and cash equivalents comprise cash at banks and in hand and deposits held at call with banks with a maturity of less than three months at inception. Bank overdrafts are included in current liabilities. Provisions An asset retirement obligation ('ARO') is recognized when Sunrise has a legal or constructive obligation to remove the asset and restore the site where the asset was used at the end of the lease term (e.g., in connection with the future dismantling of mobile stations and restoration of property owned by third parties). Sunrise has estimated and capitalized the net present value of the obligations and increased the carrying amount of the asset by the respective amount. The estimated cash flows are discounted using a risk-adjusted interest rate, which is derived from Swiss government bonds along with a company-specific risk spread based on issued corporate bonds, and recognized as a provision. Subsequently, the unwinding of the discount is expensed in financial expenses. The capitalized amount is amortized over the expected lease period, including the potential extension option if it is expected to be exercised. Provisions are measured at management’s best estimate of the amount at which the liability is expected to be settled. If the timing of the settlement has a significant impact on the measurement of the liability, such liability is discounted. Pensions Sunrise’s pension plans comprise defined benefit plans established under Swiss pension legislation. Obligations are determined by independent qualified actuaries using the projected unit credit method assuming that each year of service gives rise to an additional unit of benefit entitlement and each unit is measured separately to build up the final obligations. Sunrise recognizes a gain or loss on curtailment when a commitment is made to significantly reduce the number of employees, generally as a result of a restructuring or disposal/ discontinuation of part of the business or the outsourcing of business activities. Gains or losses on curtailment or, settlement of pension benefits are recognized in the consolidated statements of income or loss when the curtailment or settlement occurs. Differences between projected and realized changes in pension assets and pension obligations are referred to as actuarial gains and losses and are recognized in the consolidated statements of other comprehensive income when such gains and losses occur. In the case of changes in benefits relating to employees’ previous service periods, a change in the estimated present value of the pension obligations will be immediately recognized. The present value of the pension obligation is measured using a discount rate based on the interest rate on high-quality corporate bonds where the currency and terms of the corporate bonds are consistent with the currency and estimated terms of the defined benefit obligation. 189 Sunrise Annual Report 2024

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Amendments to IFRS Accounting Standards and Interpretations, whose application is not yet mandatory The following IFRS Accounting Standards and Interpretations published up to the end of 2024 are mandatory from the 2025 financial year onwards. Standard Name Effective from Amendments to IAS 21 Lack of exchangeability 1 January 2025 Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments 1 January 2026 Amendments to IFRS 1, 7, 9, 10 and IAS 7 Annual Improvements to IFRS Accounting Standards 1 January 2026 Amendments to IFRS 9 Contracts Referencing Nature-dependent Electricity 1 January 2026 IFRS 18 Presentation and disclosure in financial statements 1 January 2027 IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027 Sunrise will review its financial reporting for the impact of those new and amended standards which take effect on or after 1 January 2025 and which Sunrise did not choose to adopt earlier than required. At present, Sunrise anticipates no material impact on the consolidated financial statements, except for IFRS 18 issued by the IASB on 9 April 2024. IFRS 18 will replace IAS 1, although many existing principles in IAS 1 are retained. The key concepts introduced in IFRS 18 relate to the structure of the statement of profit or loss, required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and enhanced principles on aggregation and disaggregation which apply to both the primary financial statements and notes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but may change what an entity reports as its "operating profit or loss". Sunrise is currently evaluating the potential impact of IFRS 18 on its consolidated financial statements. 190 Sunrise Annual Report 2024

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(4) USE OF JUDGMENTS AND ESTIMATES The following specific estimates and judgments are considered important when portraying Sunrise’s financial position: • Useful life of intangible assets and property, plant and equipment, as shown in Note 3, is assigned based on periodic studies of the actual useful life and intended use of those assets. Such studies are completed or updated whenever new events occur with the potential to impact the way the useful life of the asset is determined, such as events or circumstances that indicate that the carrying value of the asset may not be recoverable and should therefore be tested for impairment. Any change in the estimated useful life of these assets is recognized in the financial statements as soon as any such change is determined. For details, see Note 14 and Note 15. • Goodwill and intangible assets comprise a significant portion of the Sunrise’s total assets. The impairment test for intangible assets is a complex process that requires significant management judgment in determining various assumptions, such as cash flow projections, discount rate and terminal growth rates. The sensitivity of the estimated measurement to these assumptions, consolidated or individually, can be significant. Furthermore, the use of different estimates or assumptions when determining the fair value of such assets may result in different values and could result in impairment charges. For details, see Note 15 and Note 16. • Right-of-use assets and lease liabilities amount to a significant portion of the Sunrise’s consolidated statements of financial position (see Note 13). The valuation is based on several judgments, starting with the assessment of whether a contract contains a lease. Other material judgments made by Sunrise include assumptions concerning the lease terms and the probability that an extension option will be exercised. • Net periodic pension cost for defined benefit plans is estimated based on certain actuarial assumptions, the most significant of which relate to discount rate and future salary increases. As shown in Note 10, the assumed discount rate reflects changes in market conditions. Sunrise believes these assumptions illustrate current market conditions. • Estimates of deferred taxes and significant items giving rise to deferred assets and liabilities are shown in Note 19. These reflect the assessment of future taxes to be paid on items in the financial statements, giving consideration to both the timing and probability of these estimates. In addition, such estimates reflect expectations about the amount of future taxable income and, where applicable, tax planning strategies. Actual income taxes and income for the period may vary from these estimates as a result of changes in expectations about future taxable income, future changes in income tax law or the final review of tax returns by tax authorities. • Provisions for asset retirement obligations are made for costs incurred in connection with the future dismantling of mobile stations and restoration of property owned by third parties. These provisions are primarily based on estimates of future costs for dismantling and restoration, long-term inflation and discount rate expectations, as well as the timing of the dismantling. See Note 17. 191 Sunrise Annual Report 2024

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(5) SEGMENT REPORTING For management purposes, Sunrise is organized into business units which reflect the different customer groups to which Sunrise provides its telecommunications products and services and has the following three operating segments, which are its reportable segments: • Residential customers • Business customers & Wholesale • Infrastructure & Support functions The Board of Directors assumes the role of the Chief Operating Decision Maker ('CODM') and monitors the operating results of the segments Residential customers, Business customers & Wholesale and Infrastructure & Support functions separately for the purpose of making decisions about resource allocation and performance assessment. Each of these segments engages in its particular business activity which is described below: • Residential customers: provides fixed-line and mobile services to residential end customers as well as sales of handsets. Sunrise focuses on selling its products in the Swiss telecommunications market by marketing bundled offers in fixed/Internet, mobile and IPTV. • Business customers & Wholesale: provides a full range of products and services, from fixed-line and mobile communications to Internet and data services as well as integration services to different business areas: small office and home office, small and medium-size managed enterprises and large corporate clients. The wholesale product portfolio covers voice, data, Internet and infrastructure services such as carrier and roaming services, which are marketed to business customers. • Infrastructure & Support functions: activities comprise support units such as network, IT and operations (customer care) as well as staff functions like finance, human resources and strategy. Performance is measured based on Adjusted EBITDAaL as included in the internal financial reports reviewed by the CODM. This is considered an adequate measure of the operating performance of the segments reported to the CODM for the purposes of resource allocation and performance assessment. Assets and liabilities are not allocated to operating segments in the management reports reviewed by the CODM, as the review focuses on adjusted EBITDAaL. Sunrise’s finance income, finance expenses and income tax expenses are reviewed on a total level, and therefore not allocated to operating segments. As Sunrise mainly operates in Switzerland, no geographical information is further presented. Segment information Year ended December 31, 2024 CHF in millions Residential customers Business customers & Wholesale Infrastructure & Support functions Total Total revenue 2,173.1 830.3 14.6 3,018.0 Direct costs (515.2) (299.5) (15.4) (830.1) Indirect costs1 (401.5) (115.8) (449.1) (966.4) Lease expense2 (52.0) (13.5) (133.9) (199.4) Adj. EBITDA after lease expense (EBITDAaL) 1,204.4 401.5 (583.8) 1,022.1 Depreciation and amortization of property, plant and equipment and intangible assets (917.9) Share-based compensation, restructuring & other (69.0) Finance income/(expense)3 (413.8) Income tax benefit 16.7 Net income (loss) (361.9) 192 Sunrise Annual Report 2024 1 Excludes expenses for share-based compensation, restructuring and other. 2 Contains depreciation and interest expenses for leases arrangements under IFRS 16. Excludes expenses for short-term leases, which are reported in line "indirect cost". 3 Excludes interest expenses for leases, which are included in line "lease expense".

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Year ended December 31, 2023 CHF in millions Residential customers Business customers & Wholesale Infrastructure & Support functions Total Total revenue 2,247.1 776.6 11.5 3,035.2 Direct costs (537.6) (271.0) (26.0) (834.6) Indirect costs1 (417.5) (115.4) (428.2) (961.1) Lease expense2 (51.0) (11.2) (133.7) (195.9) Adj. EBITDA after lease expense (EBITDAaL) 1,241.0 379.0 (576.4) 1,043.6 Depreciation and amortization of property, plant and equipment and intangible assets (992.1) Share-based compensation, restructuring & other (108.6) Finance income/(expense)3 (315.0) Income tax benefit 59.9 Net income (loss) (312.2) Year ended December 31, 2022 CHF in millions Residential customers Business customers & Wholesale Infrastructure & Support functions Total Total revenue 2,275.5 752.3 7.4 3,035.2 Direct costs (538.4) (267.7) (13.5) (819.6) Indirect costs4 (417.8) (111.7) (417.6) (947.1) Lease expense5 (39.9) (10.4) (160.4) (210.7) Adj. EBITDA after lease expense (EBITDAaL) 1,279.4 362.5 (584.1) 1,057.8 Depreciation and amortization of property, plant and equipment and intangible assets (1,028.8) Share-based compensation, restructuring & other (179.7) Finance income/(expense)6 184.0 Income tax benefit 50.7 Net income (loss) 84.0 193 Sunrise Annual Report 2024 4 Excludes expenses for share-based compensation, restructuring and other. 5 Contains depreciation and interest expenses for lease arrangements under IFRS 16. Excludes expenses for short-term leases, which are reported in line "indirect cost". 6 Excludes interest expenses for leases, which are included in line "lease expense".

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(6) REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue by major category and reportable segment is set forth below: Year ended December 31, 2024 CHF in millions Residential customers Business customers & Wholesale Infrastructure & Support functions Total Fixed 1,001.8 483.0 — 1,484.8 Subscription 987.8 293.4 — 1,281.2 Non-subscription and hardware 14.0 189.6 — 203.6 Mobile 1,041.1 343.9 — 1,385.0 Subscription 833.5 266.2 — 1,099.7 Non-subscription and hardware 207.6 77.7 — 285.3 Other 130.2 3.4 14.6 148.2 Total 2,173.1 830.3 14.6 3,018.0 Year ended December 31, 2023 CHF in millions Residential customers Business customers & Wholesale Infrastructure & Support functions Total Fixed 1,061.7 437.4 — 1,499.1 Subscription 1,043.1 273.4 — 1,316.5 Non-subscription and hardware 18.6 164.0 — 182.6 Mobile 1,052.3 336.2 — 1,388.5 Subscription 852.9 254.7 — 1,107.6 Non-subscription and hardware 199.4 81.5 — 280.9 Other 133.2 2.9 11.5 147.6 Total 2,247.2 776.5 11.5 3,035.2 Year ended December 31, 2022 CHF in millions Residential customers Business customers & Wholesale Infrastructure & Support functions Total Fixed 1,088.3 430.6 0.7 1,519.6 Subscription 1,079.6 270.0 0.7 1,350.3 Non-subscription and hardware 8.7 160.6 — 169.3 Mobile 1,053.5 320.8 — 1,374.3 Subscription 854.8 240.6 — 1,095.4 Non-subscription and hardware 198.7 80.2 — 278.9 Other 133.7 0.9 6.7 141.3 Total 2,275.5 752.3 7.4 3,035.2 Subscription revenue Sunrise recognizes service revenue from mobile and fixed services over the contractual period. Installation or activation fees related to the services provided are deferred as contract liabilities and recognized over the contractual period. Revenue from the sale of prepaid services is deferred and recognized at the time of use. Discounts that can be allocated to service revenues are evenly distributed over the minimum contract binding period. Mobile subscriptions have no contract term beyond a P60D notice period, whereas residential services require a minimum contract duration of P12M. For contracts combined with a promotion, the typical minimum contract term is P24M. For B2B service contracts, the contract term is typically between one to five years. 194 Sunrise Annual Report 2024

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Non-subscription and hardware Non-subscription revenues include mainly revenue from hardware sales, which are recognized at point- in-time upon delivery. Revenue from carrier and roaming services offered to medium and large enterprises and fixed-line and mobile services on a wholesale basis to other operators are recognized over the contractual period. Other Revenue from sales of build-to-suit network sites is recognized at point-in-time when the sites are available for use and legal ownership is transferred. Net collectible fees earned from early termination of contracts are recognized when collected. Other revenue further includes revenue from subleases and is recognized over time. Contract assets Contract assets primarily relate to Sunrise’s rights to consideration for hardware sold within a bundle arrangement but not yet billed. The following table provides information about contract assets and contract liabilities from contracts with customers. December 31 CHF in millions 2024 2023 2022 Contract assets 27.8 31.7 22.5 The following table includes revenue from contracts with an original duration of more than one year which is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the reporting date. Year ended December 31 CHF in millions 2025 2026 2027 Telecommunications services (mobile and fixed) 56.9 15.0 7.1 Sunrise makes use of the practical expedients in IFRS 15, according to which unsatisfied performance obligations under contracts with an expected original term of no more than one year and revenues recognized in accordance with the billed amounts are exempt from the disclosure requirement. 195 Sunrise Annual Report 2024

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Contract liabilities Contract liabilities primarily relate to deferred revenue including broadband cable services and subscription fees, as well as activation fees for which revenue is recognized over the term of the service contract. December 31 CHF in millions 2024 2023 2022 Contract liabilities to residential customers 46.0 43.1 55.3 Contract liabilities to business customers 28.0 36.3 19.2 Contract liabilities to other telecommunications services 0.8 0.4 0.5 Total 74.8 79.8 75.0 Thereof current portion of contract liabilities 71.3 66.7 69.9 Thereof non-current portion of contract liabilities 3.5 13.1 5.1 Contract costs According to IFRS 15, commission fees directly attributable to a contract are capitalized and recognized as expenses over the estimated contract duration. This means that capitalized commission fees are amortized when the related revenues are recognized. The capitalized costs are amortized in other operating expenses or personnel expenses, depending on whether the costs are paid to external retailers or own employees. CHF in millions 2024 2023 Balance as of January 1 69.3 62.5 Additional capitalised contract cost 88.1 71.6 Amortized contract cost (77.0) (64.8) Balance as of December 31 80.4 69.3 196 Sunrise Annual Report 2024

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(7) OTHER OPERATING INCOME AND EXPENSES Year ended December 31 CHF in millions 2024 2023 2022 Marketing & Commissions (188.8) (195.2) (195.9) Network related costs (170.6) (167.4) (207.6) Professional Services (105.7) (130.2) (130.1) Facility & Energy (66.5) (55.1) (51.0) IT expenses (57.6) (49.4) (50.9) Administration (34.7) (39.4) (43.0) Call centre services (34.7) (39.2) (39.6) Allowance for receivables (35.3) (16.9) (27.6) Other (2.5) (66.1) (4.4) Total other operating expenses (696.4) (758.8) (750.2) Capitalized labor as non-current assets 63.0 68.3 60.1 Other income 5.1 37.4 1.5 Total other operating income and capitalized labor 68.1 105.7 61.7 Other operating expenses In 2024, expenditures for professional services experienced a reduction amounting to CHF 24.5 million in comparison to the preceding year. This decline was primarily attributable to a CHF 14.4 million decrease in intercompany-related as well as a CHF 13.0 million reduction in contracting services. Conversely, facility and energy expenses increased by CHF 11.4 million relative to the prior year, predominantly driven by elevated electricity costs. Furthermore, the allowance for receivables saw an increase of CHF 18.4 million compared to the previous year, largely influenced by one-time items. In 2023, the category "Other" included a CHF 29.1 million ice-hockey distribution-rights penalty issued by the Competition Commission as well as CHF 28.5 million expenses related to restructuring. The categories disclosed for other operating expenses do not include expenses that were included in other financial statement line items (such as personnel expenses or depreciation). Other operating income and capitalized labor In 2023, Sunrise recognized CHF 17.2 million income related to disputed overcharges by Swisscom, and CHF 20.0 million abandoned lease income related to the former Wallisellen office building. 197 Sunrise Annual Report 2024

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(8) PERSONNEL EXPENSES Year ended December 31 CHF in millions 2024 2023 2022 Wages, salaries and social security charges 363.9 384.2 380.8 Pension expenses 24.0 10.0 26.8 Share-based compensation 19.1 22.5 30.7 Total 407.0 416.7 438.3 (9) KEY MANAGEMENT PERSONNEL COMPENSATION Key management personnel comprise the members of the Executive Leadership Team and the members of the Board of Directors. Their compensation is as follows: Remuneration of the Executive Leadership Team and Board of Directors Year ended December 31 CHF in millions 2024 2023 2022 Wages, salaries and social security charges 8.4 6.2 8.0 Pension costs 0.8 0.8 1.2 Share-based compensation 6.6 6.9 9.1 Termination benefits 0.7 2.5 0.7 Total 16.5 16.4 19.0 198 Sunrise Annual Report 2024

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(10) EMPLOYEE BENEFIT OBLIGATIONS Sunrise provides retirement benefits to its employees as required by Swiss law by means of a pension fund that is a separate legal entity. The Sunrise Pension Fund is a separate, semi-autonomous foundation governed by the Occupational Pensions and Foundations Office of the Canton of Zurich. Disability and death risks are reinsured by Zurich Insurance. The fixed assets of the Sunrise Pension Fund are managed by Credit Suisse Asset Management in Zurich in accordance with organizational guidelines and investment regulations. The Board of Trustees consists of an equal number of employer and employee representatives and is responsible for managing the Foundation in accordance with Swiss law. Per the Occupational Pensions Act, a temporary funding shortfall is permitted. The Board of Trustees must take appropriate measures to resolve the shortfall within a reasonable timeframe. If those measures do not lead to the desired results, the Pension Fund may temporarily charge remedial contributions to employers, insured persons, and pensioners. The employer contribution must at least equal the aggregate contributions levied from the insured persons. The pension fund operates a pension plan for all staff, which qualifies as a defined benefit plan under IAS 19. Future pension benefits are based primarily on years of credited service and on contributions made by the employee and employer over the service period, which vary according to age as a percentage of insured salary. The rate of annual interest credited to employee accounts on the balance representing the minimum amount required under pension law is defined by the Swiss government. In addition, the conversion factor used to convert the accumulated capital upon retirement into an annual pension is also defined by the Swiss government. In the case of overfunding, it may be possible to a limited extent to reduce the level of contributions from both employer and employee. Distribution of excess funds from the pension fund to Sunrise is not possible. These defined benefit plans expose Sunrise to actuarial risks, such as currency risk, interest rate risk and market (investment) risk. A curtailment gain of CHF 13.5 million has been recorded in 2023 (2022: CHF nil), due to a restructuring event in the respective year. In 2024, no curtailment gain has been recorded. Pension (income) costs resulting from defined benefit plans December 31 CHF in millions 2024 2023 2022 Current service costs excluding interest costs 19.5 16.9 20.7 Net interest costs on defined benefit obligation and service costs 0.4 0.3 0.1 Past service income (2.1) (13.5) (0.3) Administration costs 1.7 0.6 0.9 Termination benefits 0.2 0.2 0.2 Total 19.7 4.5 21.6 Assets and obligations December 31 CHF in millions 2024 2023 Fair value of plan assets 851.4 793.7 Defined benefit obligation (859.8) (802.1) Total (8.4) (8.4) 199 Sunrise Annual Report 2024

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Movement in other comprehensive income December 31 CHF in millions 2024 2023 2022 Actuarial (gain) / loss due to demographic assumptions — (0.1) (0.6) financial assumptions 15.5 81.0 (163.9) experience adjustments 39.9 5.6 11.8 Actuarial (gain) / loss during period 55.4 86.5 (152.6) Return on defined benefit plan assets (greater)/less than net interest recognised (48.4) (18.8) 108.4 Impact of changes in asset ceiling — (37.3) 33.2 Remeasurement effects recognized in OCI 7.0 30.4 (11.0) Movement in defined benefit obligations CHF in millions 2024 2023 Balance as of January 1 802.1 748.8 Included in the consolidated statements of income or loss Current service costs 19.5 16.9 Past service income (2.1) (13.5) Interest costs on defined benefit obligation 10.5 16.4 Administration costs and termination benefits 1.9 0.8 Settlements — (6.2) Included in consolidated statements of other comprehensive income Actuarial (gain) / loss arising from: Demographic assumptions — (0.1) Financial assumptions 15.5 81.0 Experience adjustment 39.9 5.6 Other Employee contributions 20.1 20.4 Benefits paid / transferred (47.5) (68.0) Total defined benefit obligations as of December 31 859.9 802.1 Movement in fair value of plan assets CHF in millions 2024 2023 Balance as of January 1 793.7 784.3 Included in the consolidated statements of income or loss Interest income 10.1 16.8 Settlements — (6.2) Included in consolidated statements of other comprehensive income Return on plan assets excluding interest income 48.4 18.8 Other Employer contributions 26.6 27.5 Employee contributions 20.1 20.5 Benefits paid (47.5) (68.0) Total fair value of plan assets as of December 31 851.4 793.7 200 Sunrise Annual Report 2024

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Asset allocation of plan assets December 31 2024 2023 CHF in millions Quoted Unquoted CHF in millions Quoted Unquoted Cash and cash equivalents 12.1 —% 1.4% 8.8 —% 1.1% Equity securities 301.6 35.4% —% 267.2 33.7% —% Debt securities 305.8 35.9% —% 299.5 37.7% —% Real estate 168.5 1.5% 18.3% 159.4 2.8% 17.2% Other 63.4 —% 7.4% 58.8 —% 7.4% Total 851.4 72.8% 27.2% 793.7 74.3% 25.7% Plan assets do not include any property used by Sunrise companies. Furthermore, the defined benefit plans do not hold any shares of Sunrise or its subsidiaries. Periodically, an asset-liability matching study is performed by the pension fund’s asset manager, in which the consequences of the strategic investment policies are analysed (the latest study was conducted in 2022). The strategic investment policy of the pension fund can be summarized as follows: a strategic asset mix comprising 21% to 47% equity securities, 20% to 56% bonds, 12% to 38% real estate, 0% to 4% cash in banks and 0% to 7% other investments. Principal actuarial assumptions December 31 2024 2023 Discount rate 0.95% 1.35% Interest crediting rate 1.25% 2.30% Future salary increases 1.60% 1.70% Mortality rates BVG/LPP 2020 BVG/LPP 2020 As of 31 December 2024, the weighted average duration of the defined benefit obligation was 12.6 years (2023: 11.9 years). For 2025, Sunrise's projected contributions to its pension funds total CHF 22.5 million. Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below. As of the census date, 30 September 2024, 2,799 (30 September 2023: 2,882) active participants and 411 (30 September 2023: 409) participants receiving benefits were enrolled in the pension scheme. Sensitivity analysis 2024 CHF in millions Increase to Decrease to Discount rate (0.5% movement) 809.9 916.2 Future salary increases (1.0% movement) 871.7 849.9 Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown. Sunrise offers a defined contribution plan for employees having an annual salary in excess of CHF 136,080 with an external provider. In 2024, the expenses for the defined contribution plan amount to CHF 6.6 million (2023: CHF 6.6 million). 201 Sunrise Annual Report 2024

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(11) SHARE-BASED COMPENSATION In connection with the spin-off, the Liberty Global Compensation Committee adjusted the outstanding equity awards granted under the Liberty Global Long-Term Incentive Plan 2024 (Performance Incentive Plan) and converted the majority of the awards into Sunrise equity instruments, thereby ensuring alignment with the strategic priorities of Sunrise and its shareholders. For awards granted before 2024, no conversion to Sunrise equity instruments was made. For the latter awards, Sunrise needs to compensate LG. The amount for 2024 is disclosed in the table below the line "Other". Furthermore, Sunrise delivers Sunrise RSU to holders of LG RSU awards to compensate them for the diluting effect of the spin-off (see note 21). In addition, the members of the Executive Committee and certain other employees have received an Initial Award in the form of equity-based instruments to align their interests with those of the shareholders and to support long-term value creation. Upon vesting of the awards, the respective shares are either created out of the conditional share capital or distributed from treasury shares. The Long-Term Incentive Plan ('LTIP') contains Restricted Share Units ('RSUs'), Performance Share Units ('PSUs') and Share Appreciation Rights ('SARs'). The awards related to this plan were granted on either 25 March 2024 or 2 August 2024. The Initial Award contains RSUs, PSUs, and Shares. The awards related to this plan were granted on either 6 December 2024 or 30 December 2024. In the financial year 2023, no such awards were granted. The following share-based compensation costs have been recognized in this financial year: CHF in millions December 31, 2024 Non-performance based incentive awards 4.9 Performance-based incentive awards 1.2 Shares 0.8 SHIP7 2.3 Other 9.9 Total share-based payments costs 19.1 General award information The award types granted are RSUs, PSUs, SARs and Shares. RSUs grant the right to receive shares on specified future vesting dates, subject to continued employment with Sunrise. The RSUs vest in equal yearly instalments over the course of the total vesting period. PSUs grant the right to receive shares on specified future vesting dates, subject to both a service condition and a performance condition. The vesting of the award depends on the service condition, while the number of shares being awarded per PSU depends on the achievement of the performance condition. For the PSUs of the LTIP 2024, the performance condition depends on the Relative Total Shareholder Return (rTSR) and the Cumulative Absolute Adjusted Free Cash Flow (FCF). The performance condition entitles the holder to between 0 and 1.85 shares per PSU. For the Initial Award PSUs, the performance criterion is the Implied Total Shareholder Return (TSR) based on achieved Internal Rate of Return (IRR) Performance %. The performance condition entitles the holder to between 0 and 1.5 shares per PSU. The PSUs vest in one instalment after the total vesting period. SARs give the participant the right to receive the value8 of any increase in the share price over the base price of the grant date less withholding tax on the day the SAR is exercised. The SARs can be exercised at any time after vesting, until the expiration date. The SARs expire at the close of business on the tenth anniversary of the applicable grant date and vest in equal yearly instalments over the course of the total vesting period. Shares are awards in the form of shares that are transferred to the participant at grant date. Should a member of the Executive Committee terminate his/ her employment prior to 31 December 2025, Sunrise retains the right to reclaim all shares granted under this agreement, giving rise to an implied service condition. The categories in the table above are composed of the following awards: 202 Sunrise Annual Report 2024 7 Certain employees can elect for (a portion of) their annual bonus to be paid out in shares. As a consequence, this expense is a part of total share-based compensation. 8 Sunrise has the intent to settle these awards in shares.

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Grant date FV at grant date Non-performance based incentive awards LTI 2024 RSU 25/3/2024 34.07 LTI 2024 SAR 25/3/2024 9.66 LTI 2024 RSU 2/8/2024 36.59 LTI 2024 SAR 2/8/2024 10.45 Initial Award RSU 6/12/2024 41.55 Initial Award RSU 30/12/2024 39.32 Performance-based incentive awards LTI 2024 PSU 25/3/2024 50.01 LTI 2024 PSU 2/8/2024 44.65 Initial Award PSU 6/12/2024 42.09 Initial Award PSU 30/12/2024 42.09 Shares 6/12/2024 41.55 Fair value The LTIP 2024 was converted into a plan with underlying Sunrise shares using an adjustment factor. This was applied with the aim of ensuring that the fair value ('FV') of this plan as a whole did not significantly change. For the PSUs, the performance condition was modified to reflect the performance of Sunrise rather than Liberty Global. The modifications were made with the aim of leaving the total FV unchanged. The FV of the RSUs and Shares of the Initial Award is equal to the closing price of Sunrise Communications AG on the SIX Swiss Exchange on the respective grant date. The FV of the PSUs was based on a Monte Carlo model with one million simulations. An assumed share price volatility of 24.70% was utilized, alongside an entry price of CHF 40.61 and a risk-free rate of 1.01%. Number of units PSUs RSUs SARs Shares Total 2024 Balance January 1 - - - - - Granted 421,608 408,262 471,729 99,186 1,400,785 Settled - - - (99,186) (99,186) Forfeited - (8,863) (10,485) - (19,348) Balance December 31 421,608 399,399 461,244 0 1,282,251 Number of SARs units Weighted average strike price (CHF) Balance January 1 - - Granted 471,729 33.88 Forfeited (10,485) 33.57 Outstanding December 31 461,244 33.88 203 Sunrise Annual Report 2024

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(12) OTHER OPERATING ASSETS AND LIABILITIES The details of Sunrise's other current and non-current assets as well as other current and non-current liabilities are set forth below: December 31 CHF in millions 2024 2023 Other assets - current: Third party receivables 63.4 120.0 Prepayments 60.8 128.7 Contract assets 14.6 17.3 Contract costs 61.1 53.6 Inventories 58.5 50.1 Other 1.5 6.3 Total 259.9 376.0 Other assets - non-current: Trade receivables 34.3 44.0 Prepayments 82.1 31.7 Contract assets 13.2 14.4 Contract costs 19.2 15.8 Other 11.6 10.5 Total 160.4 116.4 Other liabilities - current: Accrued other liabilities 261.0 335.0 Accrued capital expenditures 63.5 66.9 Accrued payroll and employee benefits 68.3 83.0 Deferred revenue 71.3 66.7 Other 32.9 31.2 Total 497.0 582.8 Other liabilities - non-current: Other 48.2 89.8 Total 48.2 89.8 Write-downs of inventories to the net realizable value totalled CHF 0.7 million in 2024 (2023: CHF 8.9 million). The value of inventories recognized as an expense in direct costs and other operating expenses totalled CHF 226.1 million (2023: CHF 217.8 million). No inventories were expected to be sold after more than one year. 204 Sunrise Annual Report 2024

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(13) LEASING Sunrise leased assets include telecommunications installations like mobile sites and transmission equipment such as leased lines, shops and offices as well as vehicles. Information about leases for which Sunrise is a lessee is presented below. Right-of-use assets December 31 CHF in millions 2024 2023 Distribution systems 1,091.4 1,166.2 Support equipment, buildings and land 171.1 128.0 Total RoU assets 1,262.5 1,294.2 At 31 December 2024 the weighted average discount rate was 5.5% (2023: 5.0%). During 2024, Sunrise recorded additions in RoU assets associated with leases of CHF 126.30 million (2023: CHF 56.20 million), respectively. Lease expenses Year ended December 31 CHF in millions 2024 2023 2022 Depreciation and amortization Distribution systems 101.4 99.3 96.3 Support equipment, buildings and land 28.3 28.7 49.1 Total depreciation and amortization 129.7 128.0 145.4 Interest expense 69.8 67.9 65.3 Short-term lease expense9 2.4 3.2 3.2 Total lease expense 201.9 199.1 213.9 205 Sunrise Annual Report 2024 9 Included in operating income before depreciation and amortization.

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Lease liabilities Maturities of our lease liabilities are presented below: Year ended December 31 CHF in millions 2024 2023 Within 1 year 164.1 170.4 Between 1 and 2 years 152.0 153.9 Between 2 and 3 years 148.8 145.5 Between 3 and 4 years 141.3 141.9 Between 4 and 5 years 135.2 135.0 After 5 years 925.7 1,002.2 Total payments 1,667.1 1,748.9 Less: present value discount (447.8) (491.2) Present value of lease payments 1,219.3 1,257.7 Current portion 164.1 170.4 Non-current portion 1,055.2 1,087.3 Cash flows from leases Year ended December 31 CHF in millions 2024 2023 Principal payments 114.4 107.6 Interest payments 61.0 58.4 Payments for short-term leases 2.4 3.2 Total payments 177.8 169.2 206 Sunrise Annual Report 2024

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(14) PROPERTY, PLANT AND EQUIPMENT CHF in millions Distribution systems Customer premises equipment Support equipment and buildings Assets under construction Total Cost: January 1, 2023 3,060.6 432.3 1,423.3 247.7 5,163.9 Additions 280.5 93.2 3.5 — 377.2 Additions from business combinations 70.7 — 3.0 — 73.7 Retirements and disposals (34.9) (93.3) (2.1) — (130.3) Reclassifications (65.9) (59.2) 25.2 99.9 — December 31, 2023 3,311.0 373.0 1,452.9 347.5 5,484.5 Additions 257.3 100.3 50.4 — 408.0 Retirements and disposals (213.1) (101.0) (25.3) — (339.4) Reclassifications (233.9) (9.6) (6.1) 173.2 (76.4) Other — — — (1.0) (1.0) December 31, 2024 3,121.3 362.7 1,471.9 519.7 5,475.7 CHF in millions Distribution systems Customer premises equipment Support equipment and buildings Assets under construction Total Accumulated depreciation and impairment: January 1, 2023 (2,326.1) (249.0) (291.7) — (2,866.8) Depreciation (290.8) (69.1) (92.6) — (452.5) Retirements and disposals 34.9 93.3 2.4 — 130.6 Reclassifications (47.3) 60.1 (12.8) — — December 31, 2023 (2,629.3) (164.7) (394.7) — (3,188.7) Depreciation (287.1) (67.9) (13.0) — (368.0) Retirements and disposals 213.1 100.7 25.2 — 339.0 Reclassifications — — 65.5 — 65.5 Other 9.8 2.0 3.2 — 15.0 December 31, 2024 (2,693.5) (129.9) (313.8) — (3,137.2) CHF in millions Distribution systems Customer premises equipment Support equipment and buildings Assets under construction Total Property and equipment, net: Net carrying amount at December 31, 2023 681.7 208.3 1,058.2 347.5 2,295.7 Net carrying amount at December 31, 2024 427.8 232.8 1,158.1 519.7 2,338.5 In 2024, software assets with a net carrying amount of CHF 10.9m have been reclassified from PP&E to Intangible assets. The capitalization process recognizes all additions to PP&E as "Additions" to Assets under depreciation (Distribution systems, Customer premises equipment, and Support equipment and buildings), which are then reclassified simultaneously into Assets under construction within "Reclassifications", as long as construction or implementation of the underlying projects is ongoing. Once the project has been completed, the final asset is reclassified from Assets under construction to Assets under depreciation within Reclassifications. Due to that process the table above shows negative reclassifications for Assets under depreciation categories. 207 Sunrise Annual Report 2024

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(15) INTANGIBLE ASSETS Changes in the carrying amounts of the intangible assets are as follows: CHF in millions Brands and customers relationships Licenses and rights Software Other intangible assets Total Cost: January 1, 2023 1,972.0 652.1 523.3 18.3 3,165.7 Additions from business combinations 8.4 — — — 8.4 Additions 0.3 — 160.2 — 160.5 Retirements and disposals (27.4) — (48.3) — (75.7) Other 2.5 — — (1.1) 1.4 December 31, 2023 1,955.8 652.1 635.2 17.2 3,260.3 Additions — 2.0 99.9 — 101.9 Retirements and disposals — (153.5) (32.6) (8.0) (194.1) Reclassifications — — 76.4 — 76.4 Other 1.9 — — 3.6 5.5 December 31, 2024 1,957.7 500.6 778.9 12.8 3,250.0 CHF in millions Brands and customers relationships Licenses and rights Software Other intangible assets Total Accumulated amortization: January 1, 2023 (732.3) (252.7) (280.0) (1.6) (1,266.6) Amortization (322.0) (66.8) (143.6) (7.2) (539.6) Retirements and disposals 27.4 — 48.3 — 75.7 Other — — — 0.1 0.1 December 31, 2023 (1,026.9) (319.5) (375.3) (8.7) (1,730.4) Amortization (321.7) (69.0) (155.0) (4.2) (549.9) Retirements and disposals — 153.5 32.6 8.0 194.1 Reclassifications — — (65.5) — (65.5) Other — — (13.9) — (13.9) December 31, 2024 (1,348.6) (235.0) (577.1) (4.9) (2,165.6) CHF in millions Brands and customers relationships Licenses and rights Software Other intangible assets Total Intangible assets subject to amortization, net: Net carrying amount at 31 December 2023 928.9 332.6 259.9 8.5 1,529.9 Net carrying amount at 31 December 2024 609.1 265.6 201.8 7.9 1,084.4 208 Sunrise Annual Report 2024

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Brands and customer relationships As of 31 December 2024, the most significant intangible assets are the customer base of former Sunrise Communications Group AG with a carrying amount of CHF 575.7 million as well as the Sunrise brand with a carrying amount of CHF 20.5 million. Both assets originated from the acquisition by former UPC GmbH in 2020 (renamed to Sunrise GmbH in 2022). The remaining useful life is 2 years and 6 years, respectively. Licenses and rights As of 31 December 2024, licenses and rights consist primarily of two spectrum licenses. The frequency usage rights acquired in January 2013 are mostly used for 4G. The carrying amount is CHF 120.6 million with a remaining useful life of 4 years. The frequency usage rights acquired in July 2019 are used for 5G. The carrying amount is CHF 56.8 million with a remaining useful life of 10 years. In 2022, Sunrise signed a contract with Swiss Ice Hockey Federation and acquired broadcasting rights for the National League. These broadcasting rights have a carrying amount of CHF 80.0 million with a remaining useful life of 3 years. Software Software mainly includes licenses and developments for Customer Relationship Management ('CRM') and accounting applications with varying remaining useful lives of less than 5 years. In 2024, software assets with a net carrying amount of CHF 10.9 million have been reclassified from PP&E to Intangible assets. 209 Sunrise Annual Report 2024

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(16) GOODWILL Goodwill allocation For business combinations, goodwill is allocated as of the transaction date to Sunrise's cash-generating units ('CGUs'). Sunrise's CGUs with allocated goodwill consist of Residential, Business and Wholesale. CHF in millions Residential Business Wholesale Total Cost: January 1, 2023 4,580.7 1,098.3 327.3 6,006.3 Additions from business combinations 6.4 — — 6.4 December 31, 2023 4,587.1 1,098.3 327.3 6,012.7 Additions from business combinations — — — — December 31, 2024 4,587.1 1,098.3 327.3 6,012.7 CHF in millions Residential Business Wholesale Total Goodwill, net: Net carrying amount at 31 December 2023 4,587.1 1,098.3 327.3 6,012.7 Net carrying amount at 31 December 2024 4,587.1 1,098.3 327.3 6,012.7 Impairment tests for goodwill Goodwill is subject to an annual impairment test conducted as of 30 September of each year. In 2024, there were no other recorded intangible assets with indefinite useful lives (2023: CHF 0). The recoverable amount of all CGUs has been determined based on its value-in-use using a discounted cash flow (DCF) method. The key assumptions used are listed below: Key assumptions used in value in use calculations 2024 2023 Long-term growth rate —% 0.6% WACC (pre-tax) 5.3% 7.0% The calculation basis for the DCF model is Sunrise's business plan as approved by the the Executive Committee. The detailed planning horizon of the business plan covers five years. The free cash flows beyond the five-year planning period were extrapolated using a long-term growth rate. The discount rate is the weighted average cost of capital ('WACC') before tax of Sunrise. Budgeted gross margin and growth rates are based on past performance and management's expectations of market development. Revenue, as a further key assumption, is estimated using detailed revenue models including market dynamics, expectations for pricing and customer churn rates, amongst others. As of the impairment test date, the recoverable amount for all CGUs was higher than the carrying amount. Sensitivity analysis Management performed the following sensitivity analyses, in isolation: • increased the pre-tax discount rate by 100 basis points (bps), keeping stable other key assumptions • decreased revenue by 500 bps, keeping stable other key assumptions • decreased EBITDA margin by 500 bps, keeping stable other key assumptions The results of the sensitivity analysis demonstrated that the above changes in the key assumptions would not cause the carrying value of CGUs to exceed the recoverable amount for any of the three CGUs. 210 Sunrise Annual Report 2024

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(17) PROVISIONS CHF in millions Asset retirement obligations Restructuring obligations Other provisions Total Provisions as of January 1, 2023 61.4 10.4 — 71.8 Provisions made during the period 2.0 28.5 29.9 60.4 Change in present value 2.5 — — 2.5 Provisions used during the period (1.8) (16.0) — (17.8) Provisions as of December 31, 2023 64.1 22.9 29.9 116.9 Thereof current — 22.9 29.9 52.8 Thereof non-current 64.1 — — 64.1 Provisions as of January 1, 2024 64.1 22.9 29.9 116.9 Provisions made during the period 2.1 1.9 — 4.0 Change in present value 2.4 — — 2.4 Provisions used during the period (4.6) (20.1) (29.9) (54.6) Provisions as of December 31, 2024 64.0 4.7 — 68.7 Thereof current — 4.7 — 4.7 Thereof non-current 64.0 — — 64.0 Provisions for asset retirement obligations relate to the future dismantling of mobile stations and restoration of property owned by third parties. Those leases generally contain provisions that require Sunrise to remove the asset and restore the sites to their original condition at the end of the lease term. The uncertainties relate primarily to the timing of the related cash outflows. The majority of these obligations are not expected to result in cash outflows within a year. Restructuring obligations primarily include the full cost of planned business restructuring programmes. These programmes are expected to be completed within the next 12 months. Other provisions are related to litigation, and legal claims. Refer to Note 18 for further details on legal contingencies for Sunrise. 211 Sunrise Annual Report 2024

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(18) COMMITMENTS AND CONTINGENCIES The total contractual and purchase commitments as of 31 December 2024, amounted to CHF 886.7 million (31 December 2023: CHF 939.3 million) for future investments in property, plant and equipment, right-of-use assets and intangible assets. On 8 December 2017, Sunrise GmbH, formerly known as UPC Schweiz GmbH, entered into a mobile virtual network operator ('MVNO') agreement with Swisscom (Schweiz) AG ('Swisscom'), as subsequently amended (the 'Swisscom MVNO'), for the provision of mobile network services to certain of Sunrise GmbH’s end customers. In January 2023, Swisscom filed a formal lawsuit against Sunrise GmbH, asserting that it is in breach of the Swisscom MVNO and claiming approximately CHF 90 million in damages. In April 2024, Sunrise agreed with Swisscom to resolve the matter, the terms of which are not material to us and, as a result, the lawsuit against Sunrise GmbH has been withdrawn. In addition, Sunrise has significant commitments under (i) derivative instruments and (ii) defined benefit plans and similar agreements, pursuant to which we expect to make payments in future periods. For information regarding derivative instruments, including the net cash paid or received in connection with these instruments, see Note 24. For information regarding Sunrise's defined benefit plan, see Note 10. Sunrise also has commitments pursuant to agreements with, and obligations imposed by, authorities, which may include obligations in certain markets to move aerial cable to underground ducts or to upgrade, rebuild or extend portions of Sunrise's broadband communication systems. Such amounts are not fixed or determinable. On 5 March 2012, Sunrise GmbH was party to a dispute with Swisscom related to rates for interconnection, unbundled local loop ('ULL'), collocation, rebilling, leased lines and access to duct. On 25 August 2023, Swisscom made a non- prejudicial down payment for the unopposed portion in the amount of CHF 18.8 million (including VAT) of the total recovery. For this part, where the cash payment was received, the gain contingency was concluded as realized and undisputed, respectively. In Q3 2023, a gain contingency in the amount of CHF 17.2 million was recorded in other income. In November 2023, Sunrise recorded a provision of CHF 29.1 million due to an ice-hockey broadcasting rights penalty issued by the Competition Commission. During the 12-month period ended 31 December 2024 Sunrise settled CHF 29.3 million related to this penalty. Sunrise is party to certain pending lawsuits and cases with public authorities and complaint boards. Based on a legal assessment of the possible outcome of each of these lawsuits and cases, management is of the opinion that these will have no significant adverse effect on Sunrise’s statement of financial position. Under the terms of the financing documents, certain entities of Sunrise are guarantors. For the financial years ending 31 December 2024 and 31 December 2023, the maximum guarantee totals the value of shares and intercompany receivables. 212 Sunrise Annual Report 2024

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(19) INCOME TAXES Income tax expense Year ended December 31 CHF in millions 2024 2023 2022 Current income tax expense (20.6) (17.3) (6.5) Current income tax benefit (expense) of prior periods (19.2) 1.0 0.2 Deferred income tax benefit 56.5 76.2 57.0 Total income tax benefit 16.7 59.9 50.7 Current and deferred income taxes are recognized by each consolidated entity of Sunrise, regardless of who has the legal liability for settlement or recovery of the tax. Current tax liabilities For the period 2023 the current tax liabilities presented in the consolidated financial statements related to the Dutch Sunrise financing companies. The current tax expense generated up until spin-off in 2024 (including the 2023 current tax liability for the Dutch Sunrise financing company) has been presented as being settled with the tax authorities. The settlement is presented with no cash impact on the consolidated statements of financial position and as such is deemed to have been funded by a capital contribution from Liberty Global B.V. via equity as per spin-off date. Analysis of income taxes Sunrise's tax rate reconciliation is based on the domestic tax rate of the main operating company domiciled in Switzerland, with a reconciling item in respect of the tax rates applied by Sunrise companies in other jurisdictions. This tax rate is used because Sunrise’s operational activities are mainly carried out in Switzerland and therefore provides the most meaningful information for the user of the consolidated financial statements. The use of Sunrise’s weighted average tax rate based on the aggregation of the separate reconciliations of each individual jurisdiction/entity would result in a highly biased and therefore less meaningful expected tax rate due to the volatile results of the Dutch companies. Year ended December 31 CHF in millions 2024 2023 2022 Income (loss) before income taxes (378.5) (372.1) 33.3 Domestic income tax rate 18.3% 18.4% 18.4% Expected income tax income/(expense) 69.4 68.4 (6.1) Effect of income taxed at differing tax rates 5.0 (3.7) (39.8) Non-deductible items (18.4) (9.9) (1.0) Non-taxable income — 0.1 0.9 Effect of changes in recognition of deferred tax assets (0.6) 3.2 92.3 Adjustments to deferred tax balances arising from tax rate changes — 0.5 3.3 Adjustments recognized for current and deferred tax of prior periods (40.3) 1.0 0.3 Other effects 1.6 0.3 0.8 Total income tax benefit 16.7 59.9 50.7 In the current period, Sunrise has reached a settlement with the tax authorities regarding the ongoing tax audit. As a result, Sunrise has recognized current and deferred taxes for prior year taxes in the current period for the financial years 2020 – 2023, resulting in a reconciling item in the tax rate reconciliation. The non-tax-deductible expenses include the current year effect of the settlement. 213 Sunrise Annual Report 2024

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Deferred tax assets and liabilities Deferred tax assets and liabilities by origin of the temporary difference: December 31, 2024 CHF in millions Assets Liabilities Intangible assets — 135.2 Property, plant and equipment — 34.2 Unrealized foreign exchange results 26.5 — Derivatives — 4.8 Receivables — 3.9 Right-of-use assets 20.4 — Deferred revenue 0.1 20.1 Employee benefit obligations 1.4 — Provisions 8.9 0.3 Lease liabilities — 1.0 Other 0.1 0.4 Tax net operating loss carry forward 0.4 — Total 57.8 199.9 Netting of deferred tax assets and liabilities 34.2 (34.1) Reflected in the consolidated statements of financial position as follows: Deferred tax assets 23.6 — Deferred tax liabilities — 165.8 December 31, 2023 CHF in millions Assets Liabilities Intangible assets — 195.7 Property, plant and equipment — 43.5 Unrealized foreign exchange results — 206.9 Derivatives — 0.1 Receivables 0.1 — Right-of-use assets 19.3 — Deferred revenue 0.1 12.7 Employee benefit obligations 1.4 — Provisions 3.3 3.7 Lease liabilities — 0.3 Other — 0.4 Tax net operating loss carry forward 232.4 — Total 256.6 463.3 Netting of deferred tax assets and liabilities 256.6 (256.6) Reflected in the consolidated statements of financial position as follows: Deferred tax liabilities — 206.7 214 Sunrise Annual Report 2024

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Net change in deferred tax assets and liabilities CHF in millions 2024 2023 2022 Opening balance at the beginning of the period January 1 206.7 294.7 351.0 Changes recognized in the consolidated statements of income or loss (56.6) (76.2) (57.0) Changes recognized in the consolidated statements of comprehensive income or loss (1.2) (5.4) 1.8 Changes recognized in the consolidated statements of changes in equity (7.9) (8.9) (1.1) Change in scope of consolidation / goodwill adjustment — 3.7 Foreign currency effects 1.2 (1.2) Closing balance at the end of the period December 31 142.2 206.7 294.7 The change in the deferred tax position is mainly recognized in the consolidated statements of income or loss. The changes via the consolidated statements of comprehensive income or loss mainly relate to deferred taxes in connection with IAS 19. The changes directly recorded in equity are based on capital contributions with different accounting recognition under IFRS and tax base, see Note 20. Temporary differences associated with investments Deferred tax liabilities are recognized in respect of investments in subsidiaries, branches and associates, and interest in joint arrangements, except to the extent that Sunrise can control the timing of the reversal of the associated taxable temporary difference, and it is probable that such will not reverse in the foreseeable future. Due to the existing double taxation agreement between Switzerland and the Netherlands, any distributions have no direct tax consequences. Furthermore, dividend income is exempt from direct income taxes in the Netherlands. Therefore, as of 31 December 2024, and 31 December 2023, this exception was not considered to apply to any taxable differences. Unrecognized deferred tax assets on tax loss carryforwards As of 31 December 2024 and 31 December 2023 Sunrise has the following unused tax loss carryforwards for which no deferred tax assets are recognized: December 31 CHF in millions 2024 2023 Due to expire within 1 year — — Due to expire within 2 to 7 years 16.5 — Due to expire in more than 7 years — — Amount not due to expire — 109.4 Total 16.5 109.4 CHF 109.4 million remained with LG as per spin-off (as mentioned above). Unrecognized deferred tax assets on deductible temporary differences In the current period there are no deductible temporary differences for which no deferred tax asset has been recognized (2023: CHF 967.4 million). Other disclosures OECD Pillar Two Model Rules (Global minimum tax) Sunrise falls under the scope of application of the OECD minimum tax. The global minimum tax regulations provide for payment of an additional tax to account for the difference between the effective Global Anti Base Erosion ('GloBE') tax rate per country and the minimum rate of 15%. Switzerland adopted new legislation introducing the global minimum tax in December 2023 that entered into force on 1 January 2024. Sunrise does not expect the minimum tax to have any impact on its activities in Switzerland, as the effective tax rate is more than 15%. The same applies to the other countries in which Sunrise operates. Sunrise is keeping an eye on developments in the minimum tax regulations and is assessing their impact on Sunrise on an ongoing basis. Sunrise applies the exception to recognizing and disclosing information about deferred income tax assets and liabilities in connection with income taxes related to minimum tax, as provided in the amendments to IAS 12 published in May 2023. 215 Sunrise Annual Report 2024

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(20) EQUITY Ordinary share capital Authorized ordinary share capital consists of 69,759,702 authorized Class A shares with a par value of CHF 0.10, of which 68,858,888 are issued and outstanding as at 31 December 2024 (2023: 194), and 25,977,316 authorized Class B shares with a par value of CHF 0.01. Treasury shares After the spin-off, Sunrise acquired 1,000,000 class A common shares for CHF 100,000 from Liberty Global Ltd., with 99,186 of these shares being used to fulfill share-based compensation obligations. Other reserves This caption includes capital contributions from / distributions to related parties, share-based compensation related charges and distributions as well as Sunrise's accumulated losses. During 2022, Sunrise received net capital contributions from Liberty Global Europe Holding BV of CHF 955.8 million. The capital contributions were used to (a) partially repay outstanding principal and interest on the UPCB Finance VII Euro Notes, the UPC Holding 3.875% Senior Notes, the UPC Holding 5.5% Senior Notes, and Facilities AX and AY of the Sunrise Holding Bank Facility and (b) settle associated derivative instruments. The residual amount is mainly related to distributions recognized in connection with the exercise or vesting of stock- based compensation incentive awards. The capital charges in 2023 include distributions of CHF 50.9 million from a change in a service agreement related to technology and innovation services and a capital contribution of CHF 6.1 million related to the Dutch Sunrise Finco's current tax liability (see Note 19). The residual amount is mainly related to distributions recognized in connection with the exercise or vesting of stock-based compensation incentive awards. The capital charges in 2024 are mainly related to the reorganization transactions due to the spin-off execution. Sunrise received capital contributions from Liberty Global Europe Holding BV of CHF 1,106.2 million. The capital contributions were used for partial repayment of Sunrise's external debt. Further contributions from LG of 25.1 million related to the Dutch Sunrise Finco's current tax liability (see Note 19). The residual amount is mainly related to distributions recognized in connection with the exercise or vesting of stock-based compensation incentive awards. Currency translation reserve The currency translation reserve is used to record cumulative translation differences on the net assets of foreign operations. The cumulative translation differences will be recycled to the consolidated statements of comprehensive income or loss upon disposal of the foreign operations. Actuarial gains or losses from defined benefit plans Actuarial gains or losses from defined benefit plans include the pension reserve. 216 Sunrise Annual Report 2024

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(21) EARNINGS PER SHARE The earnings per share calculation uses the weighted average number of shares in issue during the year. For the weighted average number of shares outstanding in periods prior to spin-off, the share amount distributed at spin-off net of treasury shares was used. The equity awards granted but not yet vested do not impact the diluted earnings per share, as the effect is anti-dilutive for 2024 due to Sunrise's net loss for the financial year. For the years 2023 and 2022 the number of outstanding shares for both the undiluted and diluted EPS are also identical, as Sunrise did not have any outstanding grants in those years. Year ended December 31, 2024 Class A Class B Allocation of net income (loss) attributable to Sunrise share classes (in CHF million) (352.7) (13.1) Weighted average number of shares outstanding 69,619,207 25,977,316 Adjusted weighted average of shares outstanding 69,619,207 25,977,316 Basic and diluted earnings (loss) per share (in CHF) (5.1) (0.5) Year ended December 31, 2023 Class A Class B Allocation of net income (loss) attributable to Sunrise share classes (in CHF million) (304.8) (11.3) Weighted average number of shares outstanding 69,759,702 25,977,316 Adjusted weighted average of shares outstanding 69,759,702 25,977,316 Basic and diluted earnings (loss) per share (in CHF) (4.4) (0.4) Year ended December 31, 2022 Class A Class B Allocation of net income (loss) attributable to Sunrise share classes (in CHF million) 77.6 2.9 Weighted average number of shares outstanding 69,759,702 25,977,316 Adjusted weighted average of shares outstanding 69,759,702 25,977,316 Basic and diluted earnings (loss) per share (in CHF) 1.1 0.1 The number of shares outstanding is shown in absolute units below, rather than time-weighted units. 2024 Class A Class B Shares distributed as of spin date 69,759,702 25,977,316 Less treasury shares (1,000,000) - Shares distributed from treasury shares 99,186 - Shares Outstanding as of December 31 68,858,888 25,977,316 217 Sunrise Annual Report 2024

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The table below shows all potential ordinary shares, including those equity awards which are excluded from the calculation of the diluted earnings per share due to their anti-dilutive impact. The PSU plans shown below would not be included due to the performance condition not yet being achieved, however they are displayed below to give a holistic overview of potential dilution in the future. The table below shows absolute units, rather than the 2024 time-weighted units. 2024 PSU plans 421,608 RSU plans 399,399 SAR plans 461,244 Legacy LG RSU plans 1,402,510 Potential ordinary shares of Class A 2,684,761 For LG RSU awards granted before the spin-off, holders of Legacy LG RSU plans will receive Sunrise RSUs at the same ratio per RSU as the distribution of Sunrise Class A common shares to Liberty Global Class A common shareholders during the spin-off. These are referred to as "True-Up Sunrise RSUs" in the F-4 filing. (22) FINANCIAL INCOME AND EXPENSES December 31 CHF in millions 2024 2023 2022 Finance expenses: Interest expense (432.9) (431.1) (338.5) Losses on debt modification and extinguishment (4.0) (0.1) — Realized and unrealized losses on derivative instruments — (524.5) — Foreign currency transaction losses (295.2) — — Gains (losses) due to changes in fair values of certain investments and debt, net (6.1) — — Other expense, net (4.4) (1.5) (1.7) Total (742.6) (957.2) (340.2) Finance income: Interest income 8.1 3.0 1.5 Realized and unrealized gains on derivative instruments 249.6 — 348.4 Foreign currency transaction gains — 568.6 2.8 Gains (losses) due to changes in fair values of certain investments and debt, net — 3.1 104.0 Total 257.7 574.7 456.7 218 Sunrise Annual Report 2024

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(23) BORROWINGS The CHF equivalents of the components of third-party debt are as follows: December 31, 2024 Principal amount Weighted average interest rate (%)10 Unused borrowing capacity December 31 December 31 2024 2023 CHF in millions Sunrise holding bank facility 6.64% 662.0 2,239.0 3,043.3 Sunrise holding SPE notes 4.58% 1,468.8 1,397.1 Sunrise holding senior note 4.80% 629.3 693.3 Vendor financing 3.08% 350.0 310.1 Total third-party debt before deferred financing costs, discounts, premiums and accrued interest 5.48% 662.0 4,687.1 5,443.8 The following table provides a reconciliation of total third-party debt before deferred financing costs, discounts, premiums and accrued interest to total debt including interest and related party debt: December 31 December 31 CHF in millions 2024 2023 Total third-party debt before deferred financing costs, discounts, premiums and accrued interest: 4,687.1 5,443.8 Deferred financing costs, discounts and premiums, net (10.3) (18.1) Total carrying amount of third-party debt 4,676.8 5,425.7 Accrued interest on third-party debt 57.4 60.4 Related party debt (note 26) — 51.2 Total debt including interest and related party debt 4,734.2 5,537.3 Current portion of debt 407.4 370.5 Non-current portion of debt 4326.8 5166.8 Sunrise holding bank facility The Sunrise holding bank facility is the senior secured credit facility of certain consolidated entities of Sunrise. The details of Sunrise's borrowings under the Sunrise holding bank facility are summarized in the following tables: 219 Sunrise Annual Report 2024 10 Represents the weighted average interest rate in effect at 31 December 2024 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of deferred financing costs, the weighted average interest rate on our aggregate third-party variable- and fixed-rate indebtedness was 3.0% at 31 December 2024. The weighted average interest rate calculation includes principal amounts outstanding associated with all of our secured and unsecured borrowings. For information regarding our derivative instruments, see Note 24.

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Year ended December 31, 2024 Sunrise Holding Bank facilities Maturity Interest rate Facility amount (in borrowing currency) Outstanding principal amount Unused borrowing capacity Carrying value in millions CHF millions AT April 30, 2028 Term SOFR + 2.4% US$700.0 635.4 — 633.8 AU April 30, 2029 EURIBOR + 2.5% € 400 375.8 — 374.7 AX January 31, 2029 Term SOFR + 3.0% US$1,044.7 948.3 — 944.0 AY January 31, 2029 EURIBOR + 3.0% € 297.6 279.6 — 278.8 Revolving Facility A May 31, 2026 EURIBOR + 2.5% € 10 — 9.4 — Revolving Facility B September 30, 2029 EURIBOR + 2.5% € 720 — 652.6 — Total 2,239.0 662.0 2,231.2 Year ended December 31, 2023 Sunrise Holding Bank Facilities Maturity Interest rate Facility amount (in borrowing currency) Outstanding principal amount Unused borrowing capacity Carrying value in millions CHF millions AT April 30, 2028 Term SOFR + 2.25% US$700.0 587.4 — 585.6 AU April 30, 2029 EURIBOR + 2.5% € 400.0 371.4 — 370.1 AX January 31, 2029 Term SOFR + 3.0% US$1,717.0 1,441.0 — 1,432.8 AY January 31, 2029 EURIBOR + 3.0% € 693.0 643.5 — 641.0 Revolving Facility A May 31, 2026 EURIBOR + 2.5% € 88.0 — 60.4 — Revolving Facility B September 30, 2029 EURIBOR + 2.5% € 660.0 — 612.8 — Total 3,043.3 673.2 3,029.5 The Sunrise Holding Revolving Facility provides for maximum borrowing capacity of CHF 685.8 million, including CHF 56.4 million under the related ancillary facility. With the exception of CHF 23.8 million of borrowings under the ancillary facility (which are blocked as financial guarantees), the Sunrise Holding Revolving Facility was undrawn at 31 December 2024. During 2023, the Sunrise holding bank facility was amended to replace LIBOR with the Term Secured Overnight Financing Rate ('Term SOFR') as the reference rate for US dollar- denominated loans. The facilities are subject to a floor of 0.0% of their respective reference rate. Besides, facility AY's rates are subject to adjustment based on the achievement or otherwise of certain Environmental, Social and Governance ('ESG') metrics. Unused borrowing capacity represents the maximum availability under the Sunrise holding bank facility at 31 December 2024 without regard to covenant compliance calculations or other conditions. In April 2024, Revolving Facility B was amended to include an ESG-linked margin ratchet. The interest rate on Revolving Facility B is now subject to adjustment based on the achievement or otherwise of certain ESG metrics. Subject to certain customary and agreed exceptions, the Sunrise holding bank facility contains certain restrictions which, among other things, restrict the ability of the borrower to (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets and (iv) make certain restricted payments to Sunrise through dividends, loans or other distributions. Financing transactions On 31 October 2024, Sunrise entered into a series of debt and repayment transactions, related to the spin- off (see Note 1). The transactions included the partial repayment of Term Loans AX and AY at par value. Additionally, selected Senior Secured Notes (SSNs), including USD 5.5%, EUR 3.875%, and USD 4.875% notes, were repurchased at either a discount or a premium, depending on market conditions, and subsequently 220 Sunrise Annual Report 2024

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cancelled. Accrued and unpaid interest on all instruments was settled as of the repayment date. Sunrise holding SPE notes From time to time, Sunrise creates special purpose financing entities ('Sunrise Holding SPEs'), some of which are owned by third parties (Third-Party SPEs). These Sunrise Holding SPEs are created for the primary purpose of facilitating the offering of senior secured notes, which Sunrise collectively refers to as "Sunrise holding SPE notes". The Sunrise Holding SPEs use the proceeds from the issuance of the relevant Sunrise holding SPE notes to fund term loan facilities under the Sunrise holding bank facility made available to the relevant borrowing entity ('Funded Facilities'). Sunrise consolidates the Sunrise Holding SPEs and eliminates the amounts outstanding under the Funded Facilities in its consolidated financial statements. The details of the Sunrise holding SPE notes are summarized in the following tables: Year ended December 31, 2024 Outstanding principal amount Sunrise holding SPE notes Maturity Interest rate Original issue amount Borrowing currency CHF equivalent Carrying value CHF in millions 2031 Sunrise holding senior secured notes July 15, 2031 4.88% US$1,250.0 US$1,230.0 1,116.6 1,115.9 UPCB finance VII euro notes June 15, 2029 3.63% € 600.0 € 374.9 352.2 351.3 Total 1,468.8 1,467.2 Year ended December 31, 2023 Outstanding principal amount Sunrise holding SPE notes Maturity Interest rate Original issue amount Borrowing currency CHF equivalent Carrying value CHF in millions 2031 Sunrise holding senior secured notes July 15, 2031 4.88% US$1,250.0 US$1,250.0 1,049.0 1,048.0 UPCB finance VII euro notes June 15, 2029 3.63% € 600.0 € 374.9 348.1 346.8 Total senior secured notes 1,397.1 1,394.8 The Sunrise holding SPE notes are non-callable prior to their respective call date (as specified under the applicable indenture). If, however, at any time prior to the applicable call date, all or a portion of the loans under the related Funded Facility are voluntarily prepaid (an 'SPE Early Redemption Event'), then the Sunrise Holding SPE will be required to redeem an aggregate principal amount of its respective Sunrise holding SPE notes equal to the aggregate principal amount of the loans prepaid under the relevant Funded Facility. In general, the redemption price payable will equal 100% of the principal amount of the applicable Sunrise holding SPE notes to be redeemed and a "make-whole" premium, which is the present value of all remaining scheduled interest payments to the applicable call date using the discount rate as of the redemption date plus a premium (as specified in the applicable indenture). Upon the occurrence of an SPE Early Redemption Event on or after the applicable call date, the Sunrise Holding SPE will redeem an aggregate principal amount of its respective Sunrise holding SPE notes equal to the principal amount prepaid under the related Funded Facility at a redemption price (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date. Sunrise holding senior notes Sunrise has issued certain senior notes that rank equally with all of the existing senior debt of such issuer and are senior to all existing subordinated debt of such issuer and which are secured by a pledge over the shares of Sunrise HoldCo IV. In addition, the indentures governing Sunrise's senior 221 Sunrise Annual Report 2024

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notes contain customary incurrence-based covenants such as compliance with certain consolidated net leverage ratios, as well as restrictions with regard to the ability to sell certain assets. Also, in the case of a change of control, Sunrise must repurchase the relevant notes at a redemption price of 101%. Covenants are tested on a quarterly basis. The details of the Sunrise holding senior notes are summarized in the following tables: Year ended December 31, 2024 Outstanding principal amount Sunrise Notes Maturity Interest rate Original issue amount Borrowing currency CHF equivalent Carrying value CHF in millions 3.875% senior notes June 15, 2029 3.88% € 635.00 € 287.9 270.4 269.9 5.50% senior notes January 14, 2028 5.50% US$550.0 US$395.3 358.9 358.1 Total 629.3 628.0 Year ended December 31, 2023 Outstanding principal amount Sunrise holding senior notes Maturity Interest rate Original issue amount Borrowing currency CHF equivalent Carrying value CHF in millions 3.875% senior notes June 15, 2029 3.875% € 635.0 € 337.9 313.7 312.8 5.50% senior notes January 14, 2028 5.500% US$550.0 US$452.3 379.6 378.5 Total 693.3 691.3 Vendor financing Represents amounts owed to various creditors pursuant to interest-bearing vendor financing arrangements that are used to finance certain of Sunrise's property and equipment additions and operating expenses. These arrangements extend Sunrise's repayment terms beyond a vendor’s original due dates (e.g., extension beyond a vendor’s customary payment terms, which are generally 90 days or less) and as such are classified outside of accounts payable as debt on Sunrise's consolidated statement of financial position. These obligations are generally due within one year and include VAT that was also financed under these arrangements. For the purposes of Sunrise's consolidated financial statements of cash flows, operating-related expenses financed by an intermediary are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor as there is no actual cash outflow until Sunrise pays the financing intermediary. 222 Sunrise Annual Report 2024

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(24) FINANCIAL INSTRUMENTS & RISK Financial risk management Sunrise operates a centralized risk management system that distinguishes between strategic and operating risks. Sunrise's overall risk management programme focuses on the unpredictability of financial market risks and seeks to minimize potential adverse effects on Sunrise's financial condition or performance. All identified risks are quantified (according to their realization probability and impact) and noted on a risk schedule. Sunrise is exposed to a variety of financial risks, namely market risk, credit risk and liquidity risk. Financial risk management is governed by policies approved by key management personnel. These policies provide guidelines for overall risk management as well as specific areas such as interest rate risk. Foreign currency exposures Substantially all of Sunrise's debt is in currencies other than the Swiss franc (see Note 22 for additional information). Therefore, Sunrise's policy is to provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. The following table shows the impact of a possible change in the Euro and the US dollar against the Swiss franc, all other variables held constant before the impact of economic hedging against foreign currency exchange rate movements. The impact on Sunrise's profit before tax is mainly driven by foreign exchange gains/losses of Euro- and US dollar- denominated cash and cash equivalents, trade and other receivables as well as trade, borrowing and other payables. As of 31 December 2024 and 31 December 2023, Sunrise has no other material exposure to foreign currencies. Foreign currency sensitivity December 31 Effect on profit before tax 2024 2023 Changes in % CHF in millions EUR/CHF 10 177.4 279.1 USD/CHF 10 380.4 477.8 Interest rate risk Sunrise is exposed to changes in interest rates primarily as a result of its borrowing activities, which include fixed-rate and variable-rate borrowings by its subsidiaries. Sunrise's interest rate risk mainly arises from borrowings primarily under the Sunrise Holding Bank Facility, which are indexed to EURIBOR, Secured Overnight Financing Rate ('SOFR'), Term Secured Overnight Financing Rate ('Term SOFR'), Swiss Average Rate Overnight ('SARON') or other base rates. In general, Sunrise enters into derivative instruments to protect against increases in the interest rates on variable-rate debt. An instantaneous increase/ decrease in the relevant base rate of 10 basis points would have increased/decreased the aggregate fair value of Sunrise's interest rate derivatives by approximately CHF 13.0 million (2023: CHF 20.5 million). Such a movement would be predominantly offset by gains or losses on interest expense. Capital management and liquidity risk Sunrise's objectives in managing capital are to secure its ongoing financial needs, to continue as a going concern, to meet its financial targets, to provide returns to its shareholder and to maintain a cost efficient and risk-optimized capital structure. Sunrise's managed capital structure consists of equity (as disclosed in Note 20), current and non- current borrowings (see Note 23) less cash and cash equivalents. In order to maintain this capital structure, Sunrise manages its liquidity to ensure its ability to service its borrowings. Liquidity risk arises when there is difficulty in Sunrise meeting its financial obligations. In addition to cash and cash equivalents, the primary sources of liquidity are cash provided by operations and access to the available borrowing capacity of various debt facilities. Sunrise uses budgeting and cash flow forecasting tools to ensure that there are sufficient resources to meet its liquidity requirements on a timely basis. Further, Sunrise also maintains a liquidity reserve to provide for unanticipated cash outflows. Cash flow forecasting is performed by the Sunrise treasury function. Rolling forecasts of Sunrise's liquidity requirements are established on a regular basis to ensure sufficient cash is available to meet operational needs and to honour Sunrise's obligations under its 223 Sunrise Annual Report 2024

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financing arrangements, including the maintenance of borrowing limits and covenant compliance. The table below summarizes the maturity profile of Sunrise's financial liabilities based on contractual undiscounted cash outflows (inflows). All interest payments and repayments of financial liabilities are based on contractual agreements. Interest payments are determined using zero-coupon rates. For floating rate instruments, the calculation is computed using the base rate and applicable margin prevailing as of 31 December 2024. December 31, 2024 CHF in millions <1 year Between 1 and 2 years Between 2 and 5 years Over 5 years Total Trade payables and other payables 741.7 14.7 15.0 15.0 786.4 Borrowings – notional — — 3,220.6 1,116.5 4,337.1 Borrowings – interest 246.1 484.2 360.8 54.4 1,145.5 Lease liabilities (undiscounted) 164.1 152.0 425.3 925.7 1,667.1 Derivatives 175.7 127.7 9.2 — 312.6 Undrawn borrowing facilities As part of the senior facilities agreement Sunrise benefits from a multi-currency revolving credit facility with a total commitment equal to CHF 685.8 million (2023: CHF 694.6 million). Of this amount CHF 56.4 million (2023: CHF 21.4 million) is available as an ancillary facility. With the exception of CHF 23.8 million (2023: CHF 21.4 million) of borrowings under the ancillary facility (which are blocked as financial guarantees), the UPC Revolving Facility was undrawn at each financial year end. Credit risk Credit risk arising from supplying telecommunications services is managed by assessing the credit quality of the customer, considering its financial position, past experience, payment history and other factors. Sunrise periodically assesses the financial reliability of its customers and their credit limits. Sunrise is exposed to the risk that the counterparties to their derivative instruments and cash holdings will default on their obligations. In this regard, credit risk associated with derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions. Collateral is generally not posted by either party under the derivative instruments. Concentrations of credit risk with respect to trade receivables and contract assets are limited due to the nature of Sunrise's business with very low customer concentration. At 31 December 2024, Sunrise’s exposure to counterparty credit risk included (i) derivative assets with an aggregate fair value of CHF 0.19 million, (ii) trade receivables of CHF 387.3 million and (iii) cash and cash equivalents and restricted cash of CHF 352.4 million. Allowance for expected credit losses The development of the allowance for expected credit losses of trade receivables for the indicated periods is set forth below: CHF in millions 2024 2023 Allowance at January 1 (30.6) (22.2) Provisions for impairment of trade receivables (30.8) (15.6) Write-off of receivables 29.5 7.2 Allowance at December 31 (31.9) (30.6) 224 Sunrise Annual Report 2024

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The detailed aging of Sunrise's trade receivables and the related allowance for expected credit losses is set forth below: December 31, 2024 CHF in millions Current (not due) 1-30 days (overdue) 31-60 days (overdue) 61-90 days (overdue) 91-120 days (overdue) 121-365 days (overdue) Over 365 days (overdue) Total Trade receivables gross 153.8 100.9 15.7 12.7 6.2 38.2 — 327.5 Trade receivable gross - Aging % 47.0% 30.8% 4.8% 3.9% 1.9% 11.7% —% 100.0% Trade receivables - affiliates 0.2 Allowance for doubtful accounts (1.0) (0.9) (2.4) (1.8) (1.7) (24.1) — (31.9) Allowance for doubtful accounts - Aging % 3.1% 2.8% 7.6% 5.6% 5.3% 75.6% —% 100.0% Trade receivables - Provision % 0.6% 0.9% 15.4% 14.2% 27.3% 63.1% —% 9.7% Unbilled revenue 57.2 Current trade receivables, net 353.0 Non-current trade receivables gross 34.3 — 34.3 Non-current trade receivables gross - Aging % 100.0% —% —% —% —% —% —% 100.0% Non-current trade receivables, net 34.3 December 31, 2023 CHF in millions Current (not due) 1-30 days (overdue) 31-60 days (overdue) 61-90 days (overdue) 91-120 days (overdue) 121-365 days (overdue) Over 365 days (overdue) Total Trade receivables gross 227.2 42.2 22.4 10.1 9.7 66.4 — 378.0 Trade receivable gross - Aging % 60.1% 11.2% 5.9% 2.7% 2.6% 17.6% —% 100.0% Trade receivables - affiliates (0.1) Allowance for doubtful accounts (0.8) (0.6) (2.1) (1.4) (1.1) (24.6) — (30.6) Allowance for doubtful accounts - Aging % 2.5% 1.8% 6.9% 4.4% 3.5% 80.8% —% 100.0% Trade receivables - Provision % 0.3% 1.3% 9.4% 13.4% 11.0% 37.2% —% 8.1% Unbilled revenue 43.6 Current trade receivables, net 390.9 Non-current trade receivables gross 44.0 — — — — — — 44.0 Non-current trade receivables gross - Aging % 100.0% —% —% —% —% —% —% 100.0% Non-current trade receivables, net 44.0 Trade receivables are non-interest bearing and are generally collected within one year. When a trade receivable is determined to be uncollectible, it is written off against the allowance account. The allowance for expected credit losses of trade receivables is included within other operating 225 Sunrise Annual Report 2024

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items in the consolidated statements of income or loss. Fair value estimation The fair value of Sunrise's debt instruments are generally determined using the average of applicable bid and ask prices. The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where available and rely as little as possible on entity-specific estimates. If all significant inputs required to calculate the fair value of an instrument are observable, the instrument is included in Level 2. For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, Sunrise determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. There were no transfers between the different hierarchy levels in 2024 and 2023. The fair values of financial assets and financial liabilities are summarized in the following table. Not included therein are certain financial assets and liabilities whose carrying amount corresponds to a reasonable estimation of their fair value, measured at amortized cost. These include cash and cash equivalents, trade receivables, accrued liabilities, lease liabilities and trade payables, as well as other receivables and liabilities whose carrying amount corresponds to a reasonable estimation of their fair value. December 31, 2024 December 31, 2023 Fair value level Carrying amount Fair value Carrying amount Fair value Current assets carried at FVTPL Derivative financial instruments II 162.5 162.5 237.0 237.0 Non-current assets carried at FVTPL Derivative financial instruments II 5.1 5.1 90.6 90.6 Non-current assets carried at amortized cost Related party long-term receivables II — — 202.5 202.5 Total financial assets 167.6 167.6 530.1 530.1 Current liabilities carried at FVTPL Derivative financial instruments II 179.3 179.3 179.7 179.7 Current liabilities carried at amortized cost Vendor financing II 350.0 350.0 310.1 310.1 Accrued interest II 57.4 57.4 60.4 60.4 Non-current liabilities carried at FVTPL Derivative financial instruments II 421.1 421.1 755.1 755.1 Non-current liabilities carried at amortized cost Third-party debt I 4,326.8 4,085.8 5,115.6 4,944.4 Related party long-term payables II — — 51.2 51.2 Total financial liabilities 5,334.6 5,093.6 6,472.1 6,300.9 226 Sunrise Annual Report 2024

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Reconciliation of movements in liabilities to cash flows from financing activities CHF in millions Debt and accrued interest Derivative (assets)/ liabilities Lease liabilities Total Balance as of January 1, 2024 5,537.3 607.3 1,257.6 7,402.2 Cash flows from financing activities: Interest paid (359.2) — (61.0) (420.2) Vendor financing additions 363.4 — — 363.4 Repayments of debt and lease liabilities (1,064.7) — (114.4) (1,179.1) Principal payments on operating-related vendor financing (327.9) — — (327.9) Principal payments on capital-related vendor financing (49.1) — — (49.1) Net cash received related to derivative instruments — 52.3 — 52.3 Total cash flows from financing activities (1,437.5) 52.3 (175.4) (1,560.6) Losses on debt extinguishment 3.9 — — 3.9 Realized and unrealized (gains) losses on derivative instruments, net — (249.6) — (249.6) Interest accruals 358.2 — 69.8 428.0 Assets acquired under leases — — 126.3 126.3 Assets acquired under capital-related vendor financing arrangements, including VAT 52.1 — — 52.1 Effect of changes in foreign exchange rates 271.8 15.6 — 287.4 Other related party charges (51.8) — — (51.8) Other changes 0.2 7.3 (59.0) (51.5) Balance as of December 31, 2024 4,734.2 432.9 1,219.3 6,386.4 CHF in millions Debt and accrued interest Derivative (assets)/ liabilities Lease liabilities Total Balance as of January 1, 2023 5,942.1 (15.5) 1,347.9 7,274.5 Cash flows from financing activities: Interest paid (364.1) — (58.4) (422.5) Vendor financing additions 271.2 — — 271.2 Repayments of debt and lease liabilities — — (107.6) (107.6) Principal payments on operating-related vendor financing (171.8) — — (171.8) Principal payments on capital-related vendor financing (124.8) — — (124.8) Payment of financing costs and debt premiums 0.1 — — 0.1 Net cash received related to derivative instruments — 117.1 — 117.1 Total cash flows from financing activities (389.4) 117.1 (166.0) (438.3) Realized and unrealized (gains) losses on derivative instruments, net — 524.4 — 524.4 Interest accruals 358.7 — 67.9 426.6 Assets acquired under leases — — 56.2 56.2 Assets acquired under capital-related vendor financing arrangements, including VAT 77.6 — — 77.6 Effect of changes in foreign exchange rates (453.4) (13.3) — (466.7) Other related party charges 1.7 — — 1.7 Other changes 0.1 (5.4) (48.4) (53.7) Balance as of December 31, 2023 5,537.3 607.3 1,257.6 7,402.2 227 Sunrise Annual Report 2024

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CHF in millions Debt and accrued interest Derivative (assets)/ liabilities Lease liabilities Total Balance as of January 1, 2022 6,882.3 304.0 1,120.1 8,306.4 Cash flows from financing activities: Interest paid (267.6) — (61.6) (329.2) Vendor financing additions 148.2 — — 148.2 Repayments of debt and lease liabilities (899.4) — (112.4) (1,011.8) Principal payments on operating-related vendor financing (198.2) — — (198.2) Principal payments on capital-related vendor financing (86.3) — — (86.3) Payment of financing costs and debt premiums (26.3) — — (26.3) Net cash received related to derivative instruments — (4.9) — (4.9) Related-party payments (149.2) — — (149.2) Total cash flows from financing activities (1,478.8) (4.9) (174.0) (1,657.7) Losses on debt extinguishment (2.8) — — (2.8) Realized and unrealized (gains) losses on derivative instruments, net — (348.4) — (348.4) Interest accruals 272.8 — 65.3 338.1 Assets acquired under leases — — 343.9 343.9 Assets acquired under capital-related vendor financing arrangements, including VAT 117.5 — — 117.5 Effect of changes in foreign exchange rates (47.8) (1.2) — (49.0) Other related party charges 205.7 — — 205.7 Other changes (6.8) 35.0 (7.4) 20.8 Balance as of December 31, 2022 5,942.1 (15.5) 1,347.9 7,274.5 228 Sunrise Annual Report 2024

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(25) INVESTMENTS The details of investments accounted for using the equity method are set forth below: December 31 CHF in millions 2024 2023 Balance at 1 January 52.5 55.9 Additions 0.6 0.0 Share of net results 1.3 (0.3) Dividends (3.0) (3.1) Other (3.0) — Balance at 31 December 48.4 52.5 (26) RELATED-PARTY TRANSACTIONS The following table provides details of related-party transactions: December 31 CHF in millions 2024 2023 2022 Credits (charges) included in: Revenue 3.1 4.6 2.9 Direct costs (3.8) (2.3) (5.6) Personnel expenses (15.9) (18.6) (23.0) Other operating expenses (116.9) (118.1) (183.3) Included in operating income (loss) (133.5) (134.4) (209.0) Finance expense (1.5) (1.7) — Finance income 3.0 2.1 1.1 Included in net income (loss) (132.0) (134.0) (207.9) Property and equipment transfers in, net 11.3 23.7 4.9 Prior to the spin-off, the Sunrise's business was a segment of Liberty Global such that transactions with Liberty Global were considered related-party transactions. Sunrise will remain a strategic partnership and entered into a separation and distribution agreement as well as various other agreements governing relationships with Liberty Global going forward, including technology and IT services, financial services, shared services, and a variety of transitional management services to drive operational efficiency and value maximization. Information included in this Note with respect to Liberty Global is strictly limited to related-party transactions with Liberty Global prior to the spin-off on 8 November 2024. Sunrise charges fees and allocates costs and expenses to certain other LG subsidiaries and vice versa, as further described below. Although we believe that the related-party charges and allocations described below are reasonable, no assurance can be given that the related-party costs and expenses reflected in our consolidated statements of operations are reflective of the costs that we would incur on a standalone basis. Revenue Amounts primarily relate to interconnect services provided to certain subsidiaries of LG, for which the amount of the charges or allocations are based upon commercially negotiated rates. 229 Sunrise Annual Report 2024

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Direct costs Amounts primarily relate to certain cash settled charges from other LG subsidiaries and affiliates to Sunrise for programming-related and interconnect services, which are allocated based on commercially negotiated rates. Personnel expenses Amounts are allocated to Sunrise by other LG subsidiaries and represent share-based compensation expenses associated with the LG share-based incentive awards held by certain employees of Sunrise, which are allocated based on Sunrise’s share of costs without any additional mark- ups. Other operating expenses Amounts primarily include charges from other LG subsidiaries for network and software-related services, maintenance, hosting and other items, which are allocated to Sunrise’s share of costs with or without any additional mark-ups depending on the services provided. Additionally, Sunrise receives services from LG’s corporate departments under the terms of a general service agreement. These services are allocated from LG to Sunrise based on Sunrise’s share of costs with an additional mark-up. Interest expense Amounts primarily relate to interest accrued on a related-party loan with a subsidiary of Liberty Global. Interest expense is accrued and included in other non-current liabilities during the year, and then added to the related-party loan balance at the end of the year. Interest income Amounts primarily include interest accrued on a related-party loan with a subsidiary of LG. Interest income is accrued and included in long-term interest receivable during the year, and then added to the receivable balance at the beginning of the following year. Property and equipment additions, net These amounts, which are generally cash settled, include the net carrying values of (i) construction in progress, including certain capitalized labor, transferred to or acquired from other LG subsidiaries, (ii) CPE acquired from other LG subsidiaries outside of Sunrise, which centrally procure equipment on behalf of Sunrise and various other LG subsidiaries, (iii) the value of certain internally developed software technology acquired from other LG subsidiaries and (iv) used CPE and network-related equipment acquired from or transferred to other LG subsidiaries outside of Sunrise. The following table provides details of Sunrise’s related-party balances: December 31 CHF in millions 2024 2023 Current receivables (a) 1.8 6.1 Long-term note receivables — 202.5 1.8 208.6 Accounts payable 0.3 14.5 Accrued other liabilities 20.4 38.8 Non-current related party loan — 51.2 Other non-current liabilities 0.1 1.8 20.8 106.3 (a) These receivables are non-interest bearing, may be cash or loan settled and are included within trade receivables, net and other current assets. The settlement of the long-term note receivables and the non-current related-party loan, together with other spin-off related transactions and cash-flows led to a net cash flow in the amount of CHF 112.7 million as disclosed in the consolidated statement of cash flows. 230 Sunrise Annual Report 2024

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(27) BUSINESS COMBINATIONS On 13 January 2023, Sunrise acquired all outstanding shares of the telco business of the Elektra Baselland Telecom ('EBLT') cooperative. Fair value recognized on acquisition (CHF in millions) Assets: Cash and cash equivalents 5.2 Accounts receivable 3.6 Other receivables 0.6 Inventories 0.1 Accrued income 0.3 Property, plant and equipment 73.7 Intangible assets 8.1 91.6 Liabilities: Accounts payable (2.6) Other current liabilities (0.9) Accrued liabilities (0.7) Deferred tax liabilities (3.5) (7.7) Total identifiable net assets at fair value 83.9 Goodwill arising on acquisition 6.4 Total consideration transferred 90.3 Cash acquired with the subsidiary (5.2) Net cash paid for acquisition 85.1 Since the date of acquisition, EBLT has been fully integrated and therefore contributed to the continuing operations of Sunrise. 231 Sunrise Annual Report 2024

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(28) SUBSIDIARIES AND ASSOCIATES The following table lists the principal legal entities which are included in the consolidated financial statements: Company name Operating purpose Registered office Currency December 31, 2024 capital and voting rights share in % December 31, 2023 capital and voting rights share in % CH Media TV AG 3 Media Switzerland CHF 20.00 20.00 ello communications S.A. Telecommunications Switzerland CHF 60.00 60.00 ITV Betriebsgesellschaft GmbH 3 Telecommunications Switzerland CHF 50.00 50.00 Naxoo S.A 3 Telecommunications Switzerland CHF 48.90 48.90 REGIONALE GEMEINSCHAFTS- ANTENNEN-ANLAGE SPIEZ AG REGAS 3 Telecommunications Switzerland CHF 30.00 30.00 Sitel S.A. Telecommunications Switzerland CHF 66.70 66.70 Sunrise Financing Partnership Holding United States CHF 100.00 100.00 Sunrise FinCo I B.V. Holding Netherlands CHF 100.00 100.00 Sunrise FinCo II B.V. Holding Netherlands CHF 100.00 100.00 Sunrise GmbH Telecommunications Switzerland CHF 100.00 100.00 Sunrise HoldCo I B.V. Holding Netherlands CHF 100.00 100.00 Sunrise HoldCo II B.V. Holding Netherlands CHF 100.00 100.00 Sunrise HoldCo III B.V. Holding Netherlands CHF 100.00 100.00 Sunrise HoldCo IV B.V. 1 Holding Netherlands CHF 100.00 100.00 Sunrise HoldCo V B.V. Holding Netherlands CHF 100.00 — Sunrise HoldCo VI B.V. 2 Holding Netherlands CHF 100.00 — Sunrise Portugal S.A. Telecommunications Portugal CHF 100.00 100.00 Swiss Open Fiber AG Telecommunications Switzerland CHF 100.00 100.00 Swiss-Ski Store GmbH 3 Other Switzerland CHF 50.00 — TELDAS GmbH 3 Telecommunications Switzerland CHF 23.00 23.00 Télédistal S.A. Telecommunications Switzerland CHF 38.90 38.90 Télévaux S.A. Telecommunications Switzerland CHF 80.00 80.00 UPCB Finance VII Limited 4 Holding Cayman Islands CHF — — 1) In 2023, Sunrise HoldCo IV B.V. was directly held by Sunrise HoldCo V B.V. (former Liberty Global Europe Financing B.V.). All other entities were indirect subsidiaries of Sunrise HoldCo V B.V. (former Liberty Global Europe Financing B.V). 2) In 2024, following the spin-off, Sunrise HoldCo VI B.V. is directly held. All other entities are indirect subsidiaries of Sunrise Communications AG. 3) Investment is accounted for using the equity method. 4) As of 31 December 2024, no shares are held, but the entity is controlled by Sunrise. (29) EVENTS AFTER THE BALANCE SHEET DATE On 4 February 2025 Sunrise has announced the issuance of a new USD 1,300 million term loan facility under the terms of the Additional Facility AAA Accession Agreement to Sunrise Financing Partnership, issued at 99.75% of par. The facility AAA will bear interest at a rate of 2.50% (the Original Margin) per annum and be due on 31 January 2032. The full proceeds of the issuance will be used to refinance the existing USD Term Loan B due 2029 (Bank Facility AX) and partially refinance existing EUR Term Loan B (Bank Facility AY) due 2029. The Original Margin depends on meeting the conditions and targets in Sunrise’s Sustainability Report and ESG Certificate. These must be shared with the Facility Agent from the financial year ending 31 December 2026 to 31 December 2031. Please refer to Exhibit 4.8 Additional Facility AAA Accession Agreement for detailed information on the terms. 232 Sunrise Annual Report 2024

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Statutory financial statements of Sunrise Communications AG Balance Sheet as of December 31, 2024 (in CHF 1,000) Notes 2024 ASSETS Current assets Cash and cash equivalents 79 Other current receivables 6,756 from companies in which the entity holds an investment 6,756 Total current assets 6,835 Non-current assets Investments 3.1 6,725,000 Total non-current assets 6,725,000 TOTAL ASSETS 6,731,835 LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities Trade accounts payables 15,903 due to companies in which the entity holds an investment 15,903 Accrued expenses and deferred income 1,861 Current provisions 669 Total current liabilities 18,433 Non-current liabilities Other non-current liabilities 4,885 Total non-current liabilities 4,885 TOTAL LIABILITIES 23,318 Shareholder's equity Share capital 4.1 7,236 Legal capital reserves 4.2 6,717,864 Reserves from other capital contributions 3,362,500 Reserves from foreign capital contributions 3,355,364 Treasury shares (90) Accumulated losses (16,493) Results carried forward — Loss for the period (16,493) Total shareholder's equity 6,708,517 TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY 6,731,835 238 Sunrise Annual Report 2024

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Income Statement for the period May 3 until December 31, 2024 (in CHF 1,000) Notes 2024 Expenses for goods and services — Personnel expenses (258) Other operating expenses (15,566) Total operating expenses (15,824) OPERATING RESULT (15,824) LOSS FOR THE PERIOD BEFORE TAXES (15,824) Direct taxes (669) LOSS FOR THE PERIOD (16,493) Notes to the Financial Statements as of 31 December 2024 (1) General Sunrise Communications AG, with its registered office in Opfikon ('Company') was incorporated on 3 May 2024. (2) Principles (2.1) General aspects These financial statements were prepared according to the provisions of the Swiss Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations). Where not prescribed by law, the significant accounting and valuation principles applied are described below. It should be noted that to ensure the Company's going concern, the Company's financial statements may be influenced by the creation and release of hidden reserves. (2.2) Foregoing a cash flow statement and additional disclosures in the notes As Sunrise Communications AG prepares its consolidated financial statements in accordance with a recognized financial reporting standard (IFRS Accounting Standards), the company is not presenting a cash flow statement and a management report and, in accordance with the statutory provisions, does not disclose details on the maturities of long-term interest-bearing liabilities and audit fees. (2.3) Investments Investments include participations in subsidiaries. Participations in subsidiaries are recognized as investments as soon as Sunrise Communications AG holds the majority of voting and capital rights in the company. Investments are valued at their acquisition cost adjusted for impairment losses. (2.4) Treasury shares Treasury shares are recognized at acquisition date at cost and deducted from shareholders' equity. In case of a resale, the gain or loss is recognized in equity. (2.5) Share-based payments Sunrise Communications AG established various share-based incentive programmes under which eligible participants are entitled to equity-based awards. Board members of Sunrise Communications AG are eligible to share-based incentive programmes based on Sunrise Communications AG shares. The fair value of the equity compensation instruments is determined at the grant date and recognized in the income statement as personnel expenses with a corresponding offsetting entry to liabilities. 239 Sunrise Annual Report 2024

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(3) Information on Balance Sheet and Income Statement Items (3.1) Investments Share in capital and voting rights Share capital Company, Location 2024 2024 CH Media TV AG, Zurich 20.00% 1,000,000 Ello communications S.A., Neuchatel 60.00% 1,000,000 ITV Betriebsgesellschaft GmbH, Opfikon 50.00% 20,000 Naxoo S.A., Geneva 48.89% 4,500,000 REGIONALE GEMEINSCHAFTSANTENNENANLAGE SPIEZ AG REGAS, Spiez 30.00% 300,000 Sitel S.A., Morges 66.67% 20,850,000 Sunrise Financing Partnership, Denver 100.00% — Sunrise FinCo I B.V., Schiphol-Rijk 100.00% 96 Sunrise FinCo II B.V., Schiphol-Rijk 100.00% 17,530 Sunrise GmbH, Opfikon 100.00% 2,000,000 Sunrise HoldCo I B.V., Schiphol-Rijk 100.00% 9,434 Sunrise HoldCo II B.V., Schiphol-Rijk 100.00% 16,986 Sunrise HoldCo III B.V., Schiphol-Rijk 100.00% 21,111 Sunrise HoldCo IV B.V., Schiphol-Rijk 100.00% 20,357 Sunrise HoldCo V B.V., Schiphol-Rijk 100.00% 18,849 Sunrise HoldCo VI B.V., Schiphol-Rijk 1 100.00% 102 Sunrise Portugal S.A., Lisbon 100.00% 150,000 Swiss Open Fiber AG, Zurich 100.00% 100,000 Swiss-Ski Store GmbH, Ittingen 50.00% 600,000 Teldas GmbH, Zurich 23.00% 100,000 Télédistal S.A., Echallens 38.89% 600,000 Télélavaux S.A., Cully 80.00% 700,000 1 directly held in 2024 All other entities are held indirectly in 2024. (4) Other information (4.1) Shareholder’s capital and capital band The shareholder's capital of CHFk 7,235.7 consists of 69,759,702 registered Class A common shares with a par value of CHF 0.1 each and 25,977,316 registered Class B shares with a par value of CHF 0.01 each and has been fully paid. At the extraordinary Annual General Meeting of 8 November 2024, the Board of Directors was authorized to increase or decrease the share capital by a maximum of CHF 723’574.30, split into 7'235'743 class A shares (registered shares) with a par value of CHF 0.10 each, by 8 November 2029 the latest. (4.2) Reserves from capital contributions The newly issued 68,759,702 Class A common shares and the newly issued 25,977,316 Class B shares were subscribed and fully paid by contribution in kind. The contribution in kind consists of 108 shares with a nominal value of EUR 1.00 each in Sunrise HoldCo VI B.V. at the total value and price of CHF CHFk 6,725,000. The value of the contribution in kind exceeds the total nominal value of the Class A shares and Class B shares issued against this contribution in kind by CHFk 6,717,864. This difference between the value of the contribution in kind and the nominal value of the respective shares is allocated in the amount of CHFk 3,362,500 to the Company's statutory capital reserve, subaccount "other statutory capital reserve", and in the amount of CHFk 3,355,364 to the Company's statutory capital reserve, subaccount "reserve from capital contributions". From a fiscal point of view, any distributions made from reserves from capital contributions are treated the same as a repayment of share capital. The Swiss Federal Tax Administration (SFTA) has not yet confirmed the disclosed reserves from capital contributions as per 240 Sunrise Annual Report 2024

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Article 5 (para. 1bis). However, the related application will be filed with the SFTA after the Annual General Meeting has approved these financial statements. (4.3) Significant shareholders The following shareholders owned more than 5 percent of voting rights as at 31 December: Shareholder Voting rights as at 31 December 2024 Michael T. Fries, John C. Malone, Leslie A. Malone, The Malone Family Land Preservation Fund 29.14 % The Baupost Group L.L.C. (Seth Klarman) 9.76 % (4.4) Shares or equity-based instruments on shares for members of the board and employees In 2024, the allocation of shares and equity-based instruments held by the Board of Directors, the Executive Committee and other employees is as follows: Quantity shares Value shares in CHF Quantity PSUs Value PSUs in CHF Quantity RSUs Value RSUs in CHF Allocated to Board of Directors 13,174 547,380 — — — — Allocated to Executive Committee 82,208 3,415,742 322,708 13,582,780 177,099 7,330,187 Allocated to other employees 3,804 158,056 11,412 480,331 7,608 316,112 (4.5) Treasury shares Number of shares Average value in CHF Amount in CHF Opening Balance 01.01.2024 — — — Purchase 1,000,000 0.1 100,000 Sale — — Allocation for share-based compensation 99,186 0.1 9,919 Closing Balance 31.12.2024 900,814 90,081 (4.6) Full-time equivalents The company does not have any employees. (4.7) Assets pledged in favour of a third party As of 31 December 2024, no assets were pledged in favour of a third party. (4.8) Subsequent events There are no significant events after the balance sheet date which could impact the book value of the assets or liabilities or which should be disclosed here. 241 Sunrise Annual Report 2024

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Proposals to carry forward the accumulated losses, and to repay legal capital reserves (dividend distribution) Appropriation of accumulated losses CHFk Loss for the year (16,493) Accumulated losses as of 31.12.2024 (16,493) Accumulated losses to be carried forward (16,493) The Board of Directors proposes to carry forward the accumulated losses of CHFk 16,493. Repayment of legal capital reserves (dividend distribution) CHFk Legal capital reserves - reserves from foreign capital contributions as of 31.12.2024 3,355,364 Repayment of legal capital reserves - reserves from foreign capital contributions (dividend distribution) (240,277) 3,115,087 Legal capital reserves - reserves from foreign capital contributions to be carried forward 3,115,087 The Board of Directors proposes a repayment out of the legal capital reserves – reserves from foreign capital contributions of CHF 240,276,965 (dividend distribution). 242 Sunrise Annual Report 2024

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Published by Sunrise Communications AG Thurgauerstrasse 101B 8152 Glattpark (Opfikon) Publication Director Séverine de Rougemont, Sunrise GmbH, Glattpark (Opfikon) Design concept, layout and execution Carmen Fausch, Sunrise GmbH, Glattpark (Opfikon) PricewaterhouseCoopers AG, Zürich Proofreading Peter Riley, Sunrise GmbH, Glattpark (Opfikon) Photos © Sunrise GmbH, Glattpark (Opfikon) 246 Sunrise Annual Report 2024

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Document

Exhibit 15.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (Nos. 333-283098, 333-283426) on Form S-8 of our report dated February 27, 2025, with respect to the consolidated financial statements of Sunrise Communications AG.

/s/ KPMG AG

Zurich, Switzerland

February 28, 2025

Exhibit 97.1 Summit - Dodd Frank Clawback Policy(2024325741 Exhibit 97.1

SUNRISE COMMUNICATIONS AG

DODD-FRANK CLAWBACK POLICY

The Board of Directors (the “Board”) of Sunrise Communications AG (the “Company”) has

adopted this Dodd-Frank Clawback Policy (this “Policy”) in accordance with the applicable

provisions of The Nasdaq Stock Market LLC Listing Rules (the “Clawback Rules”), promulgated

pursuant to the final rules adopted by the Securities and Exchange Commission enacting the

clawback standards under Section 954 of the Dodd-Frank Wall Street Reform and Consumer

Protection Act. The Compensation Committee of the Board (the “Committee”) is designated to

administer this Policy. Capitalized terms not otherwise defined in this Policy have the meanings

given to them under the Clawback Rules, which are attached to this Policy as Appendix A.

Recovery of Erroneously Awarded Incentive Compensation. The Company shall comply

with the Clawback Rules and reasonably promptly recover Erroneously Awarded Compensation

Received by current or former members of the Company's Executive Committee appointed by

the Board from time to time, as well as any other individual who is or was an Executive Officer

as determined by the Committee (“Covered Individuals”) in the event the Company is required to

prepare an accounting restatement due to the Company’s material noncompliance with any

financial reporting requirement under applicable securities laws, including any required

accounting restatement to correct an error in previously issued financial statements that is

material to the previously issued financial statements, or that would result in a material

misstatement if the error were corrected in the current period or left uncorrected in the current

period. The Committee may determine not to recover Erroneously Awarded Compensation

pursuant to this Policy in circumstances where non-enforcement is expressly permitted by the

Clawback Rules, including where recovery would violate applicable home country laws in effect

before November 28, 2022.

Covered Compensation. This Policy applies to the Incentive-based Compensation Received

by a Covered Individual: (1) after such Covered Individual began service as a member of the

Executive Committee; (2) who served as a member of the Executive Committee at any time

during the performance period for that Incentive-based Compensation; (3) while the Company

has a class of securities listed on a United States national securities exchange or a United

States national securities association; and (4) during the three completed fiscal years

immediately preceding the date that the Company is required to prepare an accounting

restatement as described above (or during any transition period, that results from a change in

the Company’s fiscal year, within or immediately following those three completed fiscal years, as

determined in accordance with the Clawback Rules).

The amount of Incentive-based Compensation subject to this Policy is the Erroneously Awarded

Compensation, which is the amount of Incentive-based Compensation Received by a Covered

Individual that exceeds the amount of Incentive-based Compensation that otherwise would have

been Received by the Covered Individual had it been determined based on the restated amount

(or otherwise determined in accordance with the Clawback Rules), and will be computed without

regard to any taxes paid by the Covered Individual (or withheld from the Incentive-based

Compensation). The Committee shall make all determinations regarding the amount of

Erroneously Awarded Compensation.

Method of Recovery. The Committee shall determine, in its sole discretion, the manner in which

any Erroneously Awarded Compensation shall be recovered. Methods of recovery may include,

but are not limited to: (1) seeking direct repayment from the Covered Individual; (2) reducing

(subject to applicable law and the terms and conditions of the applicable plan, program or

arrangement pursuant to which the incentive-based compensation was paid) the amount that

would otherwise be payable to the Covered Individual under any compensation, bonus, incentive,

equity and other benefit plan, agreement, policy or arrangement maintained by the Company or

any of its affiliates; (3) cancelling any award (whether cash- or equity-based) or portion thereof

previously granted to the Covered Individual; or (4) any combination of the foregoing.

No-Fault Basis. This Policy applies on a no-fault basis, and Covered Individuals will be subject

to recovery under this Policy without regard to their personal culpability.

Other Company Arrangements. This Policy shall be in addition to, and not in lieu of, any other

clawback, recovery or recoupment policy maintained by the Company from time to time, as well

as any clawback, recovery or recoupment provision in any of the Company’s plans, awards or

individual agreements (including the clawback, recovery and recoupment provisions in the

Company’s equity award agreements) (collectively, “Other Company Arrangement”) and any

other rights or remedies available to the Company, including termination of employment;

provided, however, that there is no intention to, nor shall there be, any duplicative recoupment of

the same compensation under more than one policy, plan, award or agreement. In addition, no

Other Company Arrangement shall serve to restrict the scope or the recoverability of

Erroneously Awarded Compensation under this Policy or in any way limit recovery in compliance

with the Clawback Rules.

No Indemnification. Notwithstanding anything to the contrary set forth in any policy,

arrangement, articles of incorporation or other constitutional document or plan of the Company

or any individual agreement between a Covered Individual and the Company or any of its

affiliates, no Covered Individual shall be entitled to indemnification from the Company or any of

its affiliates for the amount that is or may be recovered by the Company pursuant to this Policy;

provided, however, that to the extent expense advancement or reimbursement is available to a

Covered Individual, this Policy shall not serve to prohibit such advancement or reimbursement.

Administration; Interpretation. The Committee shall interpret and construe this Policy

consistent with the Clawback Rules and applicable laws and regulations and shall make all

determinations necessary, appropriate or advisable for the administration of this Policy. Any

determinations made by the Committee shall be final, binding and conclusive on all affected

individuals. As required by the Clawback Rules, the Company shall provide public disclosures

related to this Policy and any applicable recoveries of Erroneously Awarded Compensation. To

the extent this Policy conflicts, or is inconsistent, with the Clawback Rules, the Clawback Rules

shall govern. In no event is this Policy intended to be broader than, or require recoupment in

addition to, that required pursuant to the Clawback Rules.

Amendment or Termination of this Policy. The Board reserves the right to amend this Policy

at any time and for any reason, subject to applicable law and the Clawback Rules. To the extent

that the Clawback Rules cease to be in force or cease to apply to the Company, this Policy shall

also cease to be in force.

Approved and Adopted: November 8, 2024

COVERED INDIVIDUAL ACKNOWLEDGMENT

I, [INSERT NAME], acknowledge that I have received a copy of the Sunrise Communications AG

Dodd-Frank Clawback Policy (the “Policy”) and the applicable provisions of The Nasdaq Stock

Market LLC Listing Rules (the “Clawback Rules”), and that I have read and understood the

Policy and the Clawback Rules. I further understand that the Policy applies to my Incentive-

Based Compensation, as defined in the Clawback Rules, and that I agree to take all actions

necessary to assist the Company in complying with the Policy and the Clawback Rules.

COVERED INDIVIDUAL

Name:

Date:

Appendix A

Clawback Rules

5608. Recovery of Erroneously Awarded Compensation

(a)Preamble. As required by SEC Rule 10D-1, this Rule 5608 requires Companies to

adopt a compensation recovery policy, comply with that policy, and provide the compensation

recovery policy disclosures required by this rule and in the applicable Commission filings.

(b)Recovery of Erroneously Awarded Compensation. Each Company must:

(1) Adopt and comply with a written policy providing that the Company will recover reasonably

promptly the amount of erroneously awarded incentive-based compensation in the event that

the Company is required to prepare an accounting restatement due to the material

noncompliance of the Company with any financial reporting requirement under the securities

laws, including any required accounting restatement to correct an error in previously issued

financial statements that is material to the previously issued financial statements, or that

would result in a material misstatement if the error were corrected in the current period or left

uncorrected in the current period.

(i) The Company’s recovery policy must apply to all incentive-based compensation

received by a person:

(A)After beginning service as an executive officer;

(B)Who served as an executive officer at any time during the performance period

for that incentive-based compensation;

(C)While the Company has a class of securities listed on a national securities

exchange or a national securities association; and

(D)During the three completed fiscal years immediately preceding the date that the

Company is required to prepare an accounting restatement as described in paragraph

(b)(1) of this Rule. In addition to these last three completed fiscal years, the recovery

policy must apply to any transition period (that results from a change in the Company’s

fiscal year) within or immediately following those three completed fiscal years. However,

a transition period between the last day of the Company’s previous fiscal year end and

the first day of its new fiscal year that comprises a period of nine to 12 months would be

deemed a completed fiscal year. A Company’s obligation to recover erroneously

awarded compensation is not dependent on if or when the restated financial statements

are filed.

(ii) For purposes of determining the relevant recovery period, the date that a Company is

required to prepare an accounting restatement as described in paragraph (b)(1) of this

Rule is the earlier to occur of:

(A) The date the Company’s board of directors, a committee of the board of directors, or

the officer or officers of the Company authorized to take such action if board action is not

required, concludes, or reasonably should have concluded, that the Company is required

to prepare an accounting restatement as described in paragraph (b)(1) of this Rule; or

(B) The date a court, regulator, or other legally authorized body directs the Company to

prepare an accounting restatement as described in paragraph (b)(1) of this Rule.

(iii) The amount of incentive-based compensation that must be subject to the Company’s

recovery policy (“erroneously awarded compensation”) is the amount of incentive-based

compensation received that exceeds the amount of incentive-based compensation that

otherwise would have been received had it been determined based on the restated

amounts, and must be computed without regard to any taxes paid. For incentive-based

compensation based on stock price or total shareholder return, where the amount of

erroneously awarded compensation is not subject to mathematical recalculation directly

from the information in an accounting restatement:

(A)The amount must be based on a reasonable estimate of the effect of the

accounting restatement on the stock price or total shareholder return upon which the

incentive-based compensation was received; and

(B)The Company must maintain documentation of the determination of that

reasonable estimate and provide such documentation to Nasdaq.

(iv) The Company must recover erroneously awarded compensation in compliance with its

recovery policy except to the extent that the conditions of paragraphs (b)(1)(iv)(A), (B), or

(C) of this Rule are met, and the Company’s Compensation Committee, or in the absence

of such a committee, a majority of the independent directors serving on the board, has

made a determination that recovery would be impracticable.

(A)The direct expense paid to a third party to assist in enforcing the policy would

exceed the amount to be recovered. Before concluding that it would be impracticable to

recover any amount of erroneously awarded compensation based on expense of

enforcement, the Company must make a reasonable attempt to recover such

erroneously awarded compensation, document such reasonable attempt(s) to recover,

and provide that documentation to Nasdaq.

(B)Recovery would violate home country law where that law was adopted prior to

November 28, 2022. Before concluding that it would be impracticable to recover any

amount of erroneously awarded compensation based on violation of home country law,

the Company must obtain an opinion of home country counsel, acceptable to Nasdaq,

that recovery would result in such a violation, and must provide such opinion to Nasdaq.

(C)Recovery would likely cause an otherwise tax-qualified retirement plan, under

which benefits are broadly available to employees of the registrant, to fail to meet the

requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

(v) The Company is prohibited from indemnifying any executive officer or former executive

officer against the loss of erroneously awarded compensation.

(2) File all disclosures with respect to such recovery policy in accordance with the

requirements of the Federal securities laws, including the disclosure required by

the applicable Commission filings.

(c) General Exemptions. The requirements of this Rule 5608 do not apply to the listing of:

(1)Any security issued by a unit investment trust, as defined in 15 U.S.C. 80a-4(2); and

(2)Any security issued by a management company, as defined in 15 U.S.C. 80a-4(3), that

is registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8), if such

management company has not awarded incentive-based compensation to any executive officer

of the company in any of the last three fiscal years, or in the case of a company that has been

listed for less than three fiscal years, since the listing of the company.

(d) Definitions. Unless the context otherwise requires, the following definitions apply for

purposes of this Rule 5608 (and only for purposes of this Rule 5608):

Executive Officer. An executive officer is the Company’s president, principal financial officer,

principal accounting officer (or if there is no such accounting officer, the controller), any vice-

president of the Company in charge of a principal business unit, division, or function (such as

sales, administration, or finance), any other officer who performs a policy-making function, or

any other person who performs similar policy-making functions for the Company. Executive

officers of the Company’s parent(s) or subsidiaries are deemed executive officers of the

Company if they perform such policy making functions for the Company. In addition, when the

Company is a limited partnership, officers or employees of the general partner(s) who perform

policy-making functions for the limited partnership are deemed officers of the limited

partnership. When the Company is a trust, officers, or employees of the trustee(s) who perform

policy-making functions for the trust are deemed officers of the trust. Policy-making function is

not intended to include policy-making functions that are not significant. Identification of an

executive officer for purposes of this Rule would include at a minimum executive officers

identified pursuant to 17 CFR 229.401(b).

Financial Reporting Measures. Financial reporting measures are measures that are determined

and presented in accordance with the accounting principles used in preparing the Company’s

financial statements, and any measures that are derived wholly or in part from such measures.

Stock price and total shareholder return are also financial reporting measures. A financial

reporting measure need not be presented within the financial statements or included in a filing

with the Commission.

Incentive-Based Compensation. Incentive-based compensation is any compensation that is

granted, earned, or vested based wholly or in part upon the attainment of a financial reporting

measure.

Received. Incentive-based compensation is deemed received in the Company’s fiscal period

during which the financial reporting measure specified in the incentive-based compensation

award is attained, even if the payment or grant of the incentive-based compensation occurs

after the end of that period.

(e) Effective Date. Each Company is required to (i) adopt a policy governing the recovery of

erroneously awarded compensation as required by this rule no later than 60 days following

October 2, 2023, (ii) comply with its recovery policy for all incentive-based compensation

received (as such term is defined in Rule 5608(d)) by executive officers on or after October 2,

2023, and (iii) provide the disclosures required by this rule and in the applicable Commission

filings on or after October 2, 2023. Notwithstanding the look-back requirement in Rule

5608(b)(1)(i)(D), a Company is only required to apply the recovery policy to incentive-based

compensation received on or after October 2, 2023.

Amended Oct. 2, 2023 (SR-NASDAQ-2023-00