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 January 1, 2023. 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 the same.

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

1 Group structure and shareholders

1.1 Group structure

In previous years, the Bystronic Group consisted of a single business unit, Bystronic, with four geographical regions. As of October 1, 2024, this structure was replaced by a divisional organizational structure with two divisions: Systems and Service. 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. On December 31, 2024, the stock market capitalization (class A registered shares) amounted to CHF 566,370,000, while the total capitalization (class A registered shares plus class B registered shares) amounted to CHF 641,700,000.

1.2 Significant shareholders

According to the disclosure reports made to the company pursuant to Art. 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. Disclosure notifications can be consulted on the website of the Swiss Stock Exchange. On December 31, 2024, the share of voting rights in Bystronic AG held by the shareholder group Auer, Schmidheiny, and Spoerry amounted to 51.1%. This takes into account that treasury shares do not carry voting rights and have been deducted from the total outstanding shares.

UBS Fund Management (Switzerland) AG, Basel, holds 3.9% of the voting rights of Bystronic AG, according to a disclosure report dated May 8, 2024.

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.