Annual Report 2021

Corporate Governance Report

The following information is provided in accordance with the Directive on Information relating to Corporate Governance published by the Swiss Stock Exchange as valid on December 31, 2021. Bystronic AG also acts in accordance with the principles set forth by the Swiss Code of Best Practice for Corporate Governance of economiesuisse, which it implements in a manner commensurate with its size and structure. It consistently adheres to the statutory and regulatory requirements and requires its employees to comply with them.

Much of the following information has been taken from the Articles of Association and the Organizational Regulations of Bystronic AG. These two documents can be consulted on the website of Bystronic AG.

1 Group structure and shareholders

1.1 Group structure

Bystronic AG is the legal successor of the former Conzzeta AG. The change of name was resolved at the Annual General Meeting on April 21, 2021. In the following, whenever exclusive reference is made to Bystronic, this always also refers to the former Conzzeta up to the date of the name change on April 21, 2021.

On December 31, 2021, the Bystronic Group consisted exclusively of the Bystronic business unit. The sale of the former FoamPartner business unit was closed with effect as of March 31, 2021. The sale of the former Mammut business unit was closed with effect as of June 30, 2021. Bystronic AG, which is based in Zurich, holds direct or indirect equity interests in the companies listed in Section 4.3 of the Financial Report.

Bystronic AG is the only listed company. The Bystronic class A registered share (securities code number 24401750 and ISIN CH0244017502) is listed on the Swiss Stock Exchange. The stock market capitalization (class A registered shares) on December 31, 2021, amounted to CHF 2,342,214,000, while the total capitalization (class A registered shares plus class B registered shares) amounted to CHF 2,653,740,000.

1.2 Significant shareholders

According to the disclosure reports made to the company pursuant to Articles 120 ff. of the Financial Market Infrastructure Act (FMIA) the shareholder group Auer, Schmidheiny and Spoerry held more than 3% of the voting rights in Bystronic AG on the balance sheet date. The members of the shareholder group Auer, Schmidheiny and Spoerry are listed in the Financial Report under Notes to the Financial Statements of Bystronic AG. On May 19, 2021, a disclosure notification was made regarding a change in the composition of the shareholder group due to a death and the resulting inheritance. The disclosure notifications can be consulted on the website of the Swiss Stock Exchange. On December 31, 2021, the share of voting rights of the shareholder group Auer, Schmidheiny and Spoerry in Bystronic AG amounted to 51.07%. Out of this figure, 0.07% relate to treasury shares held by Bystronic AG.

1.3 Cross-shareholdings

Bystronic AG does not have any cross-shareholdings with other companies that account for more than 5% of voting rights or capital.

2. Capital structure Report of the Audit Committee

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