Report of the Statutory Auditor to the General Meeting of Shareholders of Bystronic AG, Zurich

Opinion

We have audited the Compensation Report of Bystronic AG (the Company) for the year ending December 31, 2022. The audit was limited to the information on compensation, loans, and credits according to articles 14–16 of the Ordinance against Excessive Remuneration in Listed Companies Limited by Shares (ERCO) in the tables “Compensation of the Board of Directors for the 2022/2023 term of office”, “Compensation of the Board of Directors for the 2021/2022 term of office”, “Compensation of the Executive Committee for the 2022 financial year”, and “Compensation of the Executive Committee for the 2021 financial year” on pages 63 to 66 of the Compensation Report.

In our opinion, the disclosures regarding compensation, loans, and credits in the accompanying Compensation Report comply with Swiss law and articles 14–16 ERCO.

Basis for opinion

We conducted our audit in accordance with Swiss law and Swiss auditing standards (SA-CH). Our responsibilities under those provisions and standards are further described in the “Auditor’s Responsibilities for the Audit of the Compensation Report” Section of our report. We are independent of the entity in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Remaining information

The Board of Directors bears the responsibility for the remaining information. The remaining information comprises the information included in the Annual Report, but does not include the tables in the Compensation Report marked “audited”, the Consolidated Financial Statements, the Annual Financial Statements, and our associated reports.

Our opinion on the Compensation Report does not cover the remaining information, and we do not express any form of assurance conclusion thereon.

For the purpose of our audit, we have the responsibility to read the remaining information and, in doing so, to evaluate whether the remaining information presents material inconsistencies with the audited financial information in the Compensation Report or with the findings we have obtained during our audit, or appears otherwise to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement in such remaining information, we are required to report this fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors for the Compensation Report

The Board of Directors is responsible for the preparation of a Compensation Report in accordance with the provisions of Swiss law and the Company’s Articles of Association, and for such internal control as the Board of Directors determines is necessary to enable the preparation of a Compensation Report that is free from material misstatement, whether due to fraud or error. The Board of Directors is also responsible for designing the compensation system and defining individual compensation packages.

Auditor’s responsibilities for the audit of the Compensation Report

Our objectives are to obtain reasonable assurance about whether the disclosures made in the Compensation Report with respect to compensation, loans, and credits are free from material misstatement, whether due to fraud or error, in accordance with articles 14–16 ERCO, and to issue a report that incorporates our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Compensation Report.

As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• identify and assess the risks of material misstatement of the Compensation Report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• obtain an understanding of the internal control relevant to the audit in order to design audit procedures that are appropriate to the circumstances, albeit not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made.

We communicate with the Board of Directors or its relevant committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Board of Directors or its relevant committee with a statement that we have complied with relevant ethical requirements regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, measures taken to eliminate threats or safeguards taken.

KPMG AG

François Rouiller

Licensed Audit Expert Auditor in Charge

Raphael Gähwiler

Licensed Audit Expert

Zurich, February 27, 2023