Notes to the financial statements of Bystronic AG

Principles

General

The financial statements 2021 of Bystronic AG have been prepared in accordance with the provisions of the Swiss Code of Obligations. The significant accounting policies applied but not required by law are described below.

The financial statements were approved for publication by the Board of Directors on March 11, 2022. They are also subject to approval by the General Assembly.

Financial assets

Financial assets consist of investments with a long-term investment purpose. Loans granted in foreign currencies are valued at the current closing rate.

Derivative financial instruments

Foreign exchange hedging transactions are entered into to hedge currency risks arising from operating activities. All open derivatives are recognized at fair value as of the balance sheet date and reported gross in the balance sheet under other receivables or other current liabilities. Changes in the value of derivatives used to hedge recognized underlying transactions are recognized in the income statement in the same way as the underlying transaction.

Interest-bearing liabilities

Interest-bearing liabilities are recognized at nominal value.

Treasury shares

Treasury shares are recognized at cost at the time of acquisition. Treasury shares are recognized as a negative item in equity. In the event of subsequent resale, the gain or loss is credited to legal capital reserves.

Share-based compensation

Share-based compensation to members of the Board of Directors is measured at fair value at the grant date and charged to personnel expenses in the period in which the service is rendered.

Disclosures on income statement and balance sheet items

Income

Dividend payments of the subsidiaries are determined depending on retained earnings and capital requirements. Gain from the sale of investments consists of the sale of FoamPartner Switzerland AG of CHF 43.1 million and Mammut Sports Group AG of CHF 3.7 million. Financial income includes interest income on receivables from investments of CHF 5.1 million (previous year: CHF 7.8 million), interest income from third parties of CHF 0.9 million, foreign exchange gains on cash and cash equivalents and on receivables from investments of CHF 0.7 million and a gain on marketable securities of CHF 0.2 million. Other operating income of CHF 0.4 million is related to brokerage fees from insurance companies.

Expenses

Financial expenses result from interest on liabilities to investments of CHF 0.3 million (previous year: CHF 0.2 million), currency hedging costs (interest differences) of balance sheet items in foreign currencies of CHF 2.3 million (previous year: CHF 3.9 million), commitment fees for bank loans of CHF 0.3 million (previous year: CHF 0.3 million) and negative interest on bank balances of CHF 0.3 million. In the previous year, this position included foreign exchange losses on cash and cash equivalents and on receivables from investments of CHF 0.2 million. Personnel and other operating expenses include current administrative costs, project costs, capital taxes and the fees of the Board of Directors.

Current assets

Cash and cash equivalents comprise bank deposits, mostly in Swiss francs. Marketable securities include time deposits in Swiss francs with a remaining term of more than 90 days. Other receivables from third parties include recoverable input and withholding taxes as well as taxes at source of CHF 0.1 million (previous year: CHF 0.4 million), balances from foreign exchange hedging transactions with banks of CHF 3.5 million (previous year: CHF 5.7 million) and a residual purchase price receivable from the sale of FoamPartner Switzerland AG of CHF 10.4 million. Other receivables from investments include the credit balances from currency hedging transactions of CHF 0.5 million (previous year: CHF 0.4 million) and other receivables from investments of CHF 0.2 million.

Non-current assets

Financial assets consist of investments with a long-term investment purpose. Receivables from investments decreased by CHF 230.6 million in the reporting year. Other financial assets from third parties relate to a vendor loan in connection with the sale of Mammut Sports Group AG. Due to the sale of FoamPartner Switzerland AG and Mammut Sports Group AG, investments decreased by CHF 41.0 million.

Liabilities

Other short-term liabilities mainly include liabilities from currency hedging transactions to banks of CHF 2.8 million (previous year: CHF 2.6 million), liabilities from currency hedging transactions to group companies of CHF 1.1 million (previous year: CHF 3.0 million) and trade payables of CHF 0.4 million (previous year: CHF 0.1 million).

Equity

The share capital of CHF 4.1 million (previous year: CHF 4.1 million) is divided into 1,827,000 class A registered shares and 1,215,000 class B registered shares. At the end of 2020, 1,929 class A registered shares were held at an average purchase price of CHF 1,089 each. For the participation program, 1,200 class A registered shares were acquired in the reporting year at an average transaction price of CHF 1,309 each. The Board of Directors was allocated 514  class A registered shares at an average transaction price of CHF 1,226 each. A total of 800 class A registered shares were sold to the group companies at an average transaction price of CHF 1,236 each for allocation to members of the Executive Committee and other members of management. The transaction price corresponded to the market value in each case. As of December 31, 2021, 1,815 class A registered shares are held at an average purchase price of CHF 1,259 each.

Further disclosures

Full-time positions

No employees are employed at Bystronic AG.

Contingent liabilities

Investments

The investments are listed in note 4.3 of the consolidated financial statements. The voting shares correspond to the capital shares.

Significant shareholders

The shareholder group Auer, Schmidheiny and Spoerry consists of Dr. Matthias Auer, Martin Byland, Rudolf Byland, Christina Byland, Caliza Holding AG, Marina Marti-Auer, Marina Milz, Adrian and Annemarie Herzig-Büchler, Sven and Rosmarie Mumenthaler-Sigrist, Jacob Schmidheiny, Margrit Schmidheiny, Felix Schmidheiny, Helen Schmidheiny, Kathrin Spoerry, Christina Spoerry, Heinrich Spoerry-Niggli, Lotti Spoerry and Robert F. Spoerry.

Shareholdings held by members of the Board of Directors, Executive Committe and related persons

Matthias Auer, Jacob Schmidheiny and Robert F. Spoerry hold further registered shares under a shareholder agreement within the Auer, Schmidheiny and Spoerry shareholder group.

Compensation paid to members of the Board of Directors and Executive Committee is shown in the compensation report.

Share-based compensation

The basic compensation of the members of the Board of Directors is paid in cash and in shares (approx. 50% each) with a four-year vesting period. Neither discounts nor performance components are taken into account for the calculation of the Board of Directors’ share allocation. The average share price over three months from November 1 to January 31 of the respective term of office is used.

A total of 514 class A registered shares were allocated to the Board of Directors for the previous year in 2021. The valuation was made at the share price of CHF 1,226 and amounted to CHF 0.6 million. For the share-based compensation component for the reporting year, an expense accrual in the amount of CHF 0.3 million (previous year: CHF 0.4 million) is included in personnel expenses.

Events after the balance sheet date

There are no events after the balance sheet date that require an adjustment to the assets and liabilities recognized in the balance sheet or require disclosure.