5 Compensation of the Executive Committee

The following tables in sections 5.1 and 5.3 show the compensation paid to members of the Executive Committee in the reporting year and in prior year, including the respective highest individual compensation.

5.1 Compensation of the Executive Committee for the 2025 financial year

5.2 Disclosure of performance in the reporting year

5.2.1 Performance relating to short-term variable compensation

The short-term variable compensation for members of the Executive Committee amounts to 104% of the variable target compensation in the reporting year, while the individual percentage values fall between 78% and 111%. Meanwhile, the short-term variable compensation for members of the Executive Committee amount to 50% of the fixed base salaries in the reporting year, while the individual percentage values are between 19% and 67%.

The payout factors for each performance parameter are as follows for the reporting year:

The achieved order intake of CHF 634.5 million was in line with the target. Net sales of CHF 613.2 million were slightly below target. Bystronic had anticipated a negative operating result in 2025. Although the actual operating result of CHF –19.8 million exceeded the budget, the payout factor remained at 100%, as the STI plan stipulates a cap at this level in the event of a loss. Active management of operating free cash flow was a key focus of the Executive Committee throughout 2025. An operating free cash flow of CHF –18.8 million resulted, which was significantly better then budgeted. Therefore, a payout factor of 150% was achieved. The Group-wide ESG targets, weighted at 8%, achieved a payout factor of 100% (prior year: 113%). Exceeding reductions in Scope 1 and 2 CO₂ emissions were offset by Scope 3 emissions intensity being below target. For the individual qualitative targets, which have a weighting of 12%, payout factors ranged between 100% and 113% (prior year: 100% and 120%).

5.2.2 Performance relating to long-term share-based compensation – PSU plan cycle 2023–2026

As of April 1, 2023, a total of 127 performance share units (PSUs) were granted to members of the Executive Committee who were in office as of December 31, 2025. While the vesting date is scheduled for March 31, 2026, the performance period ended December 31, 2025. The resulting performance factor is 0%, as the threshold values for both key performance indicators were not achieved.

The target values were based on earnings per share for fiscal year 2025, respectively its development compared with fiscal year 2022, as well as on total shareholder return over the period from December 2022 to December 2025, measured relative to the companies included in the Swiss Performance Index SPI^® Industrials.

The threshold value for earnings per share in fiscal year 2025 was CHF 25.08, corres­ponding to an annual growth rate of 4% since fiscal year 2022. However, the actual earnings per share achieved in 2025 amounted to CHF –14.00. In addition, the threshold requirement for relative total shareholder return – exceeding the 20^th percentile ranking within the Swiss Performance Index SPI^® Industrials – was not met. The total shareholder return for the period from December 2022 to December 2025 was –57%, corresponding to the 12^th percentile within the Swiss Performance Index SPI^® Industrials.

As a result, all allocated PSUs will lapse in full upon the vesting date of March 31, 2026.

5.3 Compensation of the Executive Committee for the 2024 financial year

5.4 Development of compensation paid to the Executive Committee

The comparison of total compensation costs for the members of the Executive Committee between 2024 and 2025 is significantly influenced by changes in the number of full-time equivalents (FTEs) and the change in the CEO position.

• Total Executive Committee FTEs: In 2024, a total of 7.1 FTEs were included, compared with 4.1 FTEs in 2025. The average total compensation cost per Executive Committee member increased from CHF 657,000 to CHF 736,000. This increase is almost entirely attributable to higher short-term variable compensation in the reporting year (for further information, see section 5.2.1).
• CEO FTEs: In 2024, the Compensation Report reflected 1.6 FTEs for the CEO position, whereas only 1.0 FTE was included in 2025. As a result, total compensation costs decreased by CHF 267,000.

The average actual total compensation (consisting of the fixed base salary, short-term incentive award, and long-term incentive PSU grant) of the Executive Committee members, excluding the CEO, amounted to CHF 384,000 in the reporting year, compared with CHF 412,000 in 2024. This decrease is primarily attributable to the fact that two members who left Bystronic in 2025 were not eligible for a grant under the Performance Share Unit (PSU) plan. In contrast, the average short-term incentive award increased significantly from CHF 57,000 to CHF 92,000, reflecting the substantially higher level of target achievement in 2025 (for further details, see section 5.2.1).

The contractual compensation of the active members of the Executive Committee, including the CEO, remained unchanged during the reporting year.

5.5 Compliance of compensation payments to the Executive Committee

For the 2025 financial year, the active and former members of the Executive Committee received total compensation and benefits amounting to CHF 3.0 million (prior year: CHF 4.7 million). This complied with the maximum total compensation for the Executive Committee of CHF 8.1 million approved at the Annual General Meeting in April 2024.

The compensation paid out is in accordance with Swiss law and the law of the country of employment, the provisions of the Articles of Association, and internal regulations.

On December 31, 2025, there were no open loan or credit contracts between the company and members of the Executive Committee or related third parties.

5.6 Overview of LTI plans: disclosure of outstanding and settled entitlements

5.6.1 Performance Share Unit Plan (PSU)

The following table provides an overview of the previously allocated Performance Share Units (PSU) and shows the development of the value of allocated PSUs during the three-year vesting period (provided this has already ended).

5.6.2 Restricted Share Unit Plan (RSU)

The plan was in effect for members of the Executive Committee, excluding the former CEO, up until the 2022 financial year. The number of RSUs allocated was contingent upon the achievement of an EPS target. For a more detailed description of the plan, refer to the 2022 Compensation Report.

The following table provides an overview of the allocation of Restricted Share Units (RSU) since 2020 and shows the development of the value of allocated RSUs during the three-year vesting period. The last RSUs of the plan vested on March 31, 2025. The plan is therefore fully settled.

5.6.3 Restricted Share Plan (RSP)

The plan was in effect for the former CEO up until the 2022 financial year. The number of shares transferred was contingent upon the achievement of an EPS target. The shares were transferred in the respective following year. For a more detailed description of the plan, please refer to the 2022 Compensation Report.

The following table provides an overview of the allocation of restricted shares since 2019 and shows the development of the value of allocated shares during the four-year blocking period (provided this has already ended). The final restricted shares will be released on March 31, 2026.