Notes to the Financial Statements of
Bystronic AG

Principles

General remarks

The Financial Statements 2025 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 February 23, 2026. 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 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 transactions.

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 other operating 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. Financial income includes interest income on receivables from investments of CHF 6.8 million (previous year: CHF 12.4 million), interest income from third parties of CHF 4.0 million (previous year: CHF 7.0 million). In the previous year, this position also included further a gain on marketable securities of CHF 0.2 million. Other operating income of CHF 0.3 million (previous year: CHF 0.4 million) is related to brokerage fees from insurance companies CHF 0.3 million (previous year: CHF 0.4 million).

Expenses

Financial expenses result from interest on liabilities to investments of CHF 2.3 million (previous year: CHF 2.7 million), currency hedging costs (interest differences) of balance sheet items in foreign currencies of CHF 6.1 million (previous year: CHF 5.1 million), commitment fees for bank loans of CHF 0.2 million (previous year: CHF 0.4 million) and foreign exchange losses on cash and cash equivalents and on receivables from investments of CHF 0.1 million (previous year: CHF 0.6 million). Other operating expenses include current administrative and project costs, capital taxes as well as the fees of the Board of Directors amounting to CHF 1.0 million (previous year: CHF 1.3 million).

Current assets

Cash and cash equivalents comprise bank deposits, time deposits and interest-bearing bonds with a remaining maturity of 90 days or less, mostly in Swiss francs. Marketable securities include time deposits in Swiss francs with a remaining maturity of more than 90 days. Other receivables from third parties include recoverable input and withholding taxes, as well as taxes at source of CHF 0.9 million (previous year: CHF 3.0 million) and balances from foreign exchange hedging transactions with banks of CHF 2.4 million (previous year: CHF 1.0 million). Other receivables from investments amount to CHF 0.4 million (previous year: CHF 0.5 million). In the previous year this position also included further the credit balances from currency hedging transactions of CHF 1.2 million.

Non-current assets

Financial assets consist of investments with a long-term investment purpose. Receivables from investments decreased by CHF 36.6 million in the reporting year. Other financial assets from third parties relate mainly to a vendor loan in connection with the sale of Mammut Sports Group AG, which must be repaid by the buyer by January 2027 at the latest. In 2025 we received two prepayments in total of CHF 35.5 million. The increase in investments resulted from a capital injection of CHF 35.0 million into subsidiaries in the reporting year.

Liabilities

Other short-term liabilities mainly include liabilities from currency hedging transactions to banks of CHF 2.0 million (previous year: CHF 7.7 million) and to investments of CHF 2.5 million (previous year: CHF 0.2 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 2024, the company held 4,658 class A registered shares at an average purchase price of CHF 350 each. For the participation program, 3,128 class A registered shares were acquired in the reporting year at an average transaction price of CHF 271 each. The Board of Directors was allocated 1,659 class A registered shares at an average transaction price of CHF 247 each. Members of the Executive Committee and other members of management were allocated 482 class A registered shares at an average transaction price of CHF 314 each. These costs were invoiced to the group companies with which these persons have an employ­ment relationship. The transaction price corresponded to the market value in each case. As of December 31, 2025, 5,645 class A registered shares are held at an average purchase price of CHF 299 each.

Further disclosures

Full-time positions

No employees are employed at Bystronic AG.

Contingent liabilities

Residual amount of leasing obligations

The maturity of leasing obligations which have a residual term of more than twelve months or which cannot be canceled within the next twelve months is as follows:

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 Auer, Schmidheiny and Spoerry shareholder group consists of Dr. Matthias Auer, Hans Martin Byland, Rudolf Byland, Christina Byland, Marina Marti-Auer, Marina Milz, Adrian and Annemarie Herzig, Sven and Rosmarie Mumenthaler-Sigrist, Jacob and Margrit Schmidheiny-Pfister, Felix Schmidheiny, Helen Schmidheiny, Katharina Verena Spoerry, Christina Spoerry, Heinrich Spoerry, Robert F. Spoerry, Ursula Oggenfuss and Jürg Spoerry.

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

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

The other members of the Executive Committee do not hold any shares in Bystronic AG at the reporting date.

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 Directorsʼ share allocation. The average share price over three months from November 1 to January 31 of the respective term of office is used.

In 2025, a total of 1,659 class A registered shares were allocated to the Board of Directors for the previous year. The valuation was made using a share price of CHF 247 and amounted to CHF 0.4 million. For the share-based compensation component for the reporting year, an expense accrual in the amount of CHF 0.4 million (previous year: CHF 0.4 million) is included in other operating expenses.

Events after the balance sheet date

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