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Bystronic AG

Governance Information May 13, 2025

848_cgr_2025-05-13_4bc74a9b-8293-4923-8690-7f82f3b9f645.pdf

Governance Information

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Code of Conduct

©2025 Bystronic

1
1.1
About this Code of Conduct
Who does this apply to?
6
7
2 Our Corporate Resposibility 9
3 Conduct Toward Employees and Colleagues 11
3.1 Our employees are critical to our success 11
3.2 We promote and provide a safe and healthy workplace 11
3.3 We Support and respect human rights and freedom of association 12
3.4 We foster diversity in our company and respect the personal integrity of our employees 12
4 Conduct Toward Customers, Suppliers and Bussiness Partners 13
4.1 We are comimitted to our customers 13
4.2 We conduct our business fairly and do not tolerate bribery 13
4.3 We do not accept or give gifts of value to business partners 13
4.4 We refrain from seeking personal advantage and avoid conflicts of interest 15
4.5 We comply with international trade regulations and export controls 15
5 Conduct Toward Competitors 17
5.1 We are committed to fair competition 17
5.2 We comply with antitrust regulations 18
6 Conduct Toward Shareholders and the Public 20
6.1 We refrain from insider trading 20
6.2 We keep transparent, accurate and complete books and records 22
6.3 We comply with all applicable tax laws 22
6.4 We inform the public in a timely and accurate way 23
6.5 We encourage thoughtful political engagement and charitable activities 23
7 Safeguarding company assets and information 25
7.1 We protect our intellectual property 25
7.2 We keep relevant information confidential 26
7.3 We respect the proprietary rights of others 28
7.4 We protect and value company property 28
7.5 We use email, internet, intranet and social media appropriately 28
7.6 We keep data secure and comply with data privacy laws 29
7.7 We manage our cybersecurity risks 29
8 Questions to ask yourself about your actions and behavior 30
9 Get support or report a Code violation 32

Location

Bystronics Group has its headquarters in Switzerland, so it is subject to Swiss law. In situations where other countries' laws are different or more restrictive, we abide by the local country laws and principles.

Imprint Publisher: Bystronic AG, Zürich

© 2025 Bystronic

Table of Contents

Code of Conduct | 2025

Message

Dear fellow colleagues worldwide,

At Bystronic, we are committed to acting honorably and ethically, with integrity, and in compliance with the law. Our Code of Conduct defines our company's principles, values and aspirations. It provides an overview of our expectations of how all of us should conduct ourselves in the workplace, how we should make decisions on behalf of the company and how we should work with customers, regulators and other business partners. It calls for absolute adherence to all laws and regulations to which we are subject.

This Code of Conduct is a core component of our overarching Environment, Social and Governance framework, which defines how we address and manage our business. Behaving ethically and with integrity underpins our commitment to sustainability and to creating value in environmental and social terms.

We are proud of the dedicated, engaged, entrepreneurial and innovative employees who make up the backbone of this company. Your success means our success. We are so proud of the way you serve our customers, have a positive impact on society and care about the world we live in.

We hope that our Code of Conduct provides you the supportive framework you need to observe our principles of commitment, openness and innovation while acting with integrity.

Warm regards,

Dr. Heinz O. Baumgartner Domenico Iacovelli Chairman of the Board CEO

1 About this Code of Conduct

1.1 Who does this apply to?

Our Code of Conduct applies to all Bystronic employees, our contractors, vendors, suppliers and others who work on our behalf. It is each person's responsibility to ensure that they understand the company's expectations and the laws that apply to our business.

Failure by employees to follow the Code of Conduct may result in disciplinary action up to and including termination and legal actions. Failure to comply with laws and with this Code of Conduct can have serious consequences for Bystronic and the people involved, including business partners.

Bystronic has a zero-tolerance policy regarding non-compliant behavior. Employees who violate this Code of Conduct will be held accountable. Bystronic is committed to handling non-compliance cases by taking allegations seriously, investigating efficiently and in a timely manner, assessing the facts objectively and impartially and taking adequate measures and sanctions if an allegation is substantiated. This Code of Conduct is reviewed on a regular basis and revised when necessary. It was approved by the Bystronic Board of Directors.

Our Code of Conduct defines our fundamental rules of business behavior and emphasizes the principles and values we support at Bystronic.

The Code of Conduct is a critical component of Bystronic's commitment to sustainability. Our commitment ranges from ensuring a safe workplace to promoting the well-being of our employees to minimizing the impact our products and our operations have on the environment to creating social value.

With this Code, we establish the framework necessary to secure the sustained, long-term success of Bystronic through the appropriate behavior of every employee. The guiding principle is that we all act as ethical and accountable individuals who accept responsibility for our own actions and stand ready to protect the reputation of Bystronic. We adhere strictly to applicable laws and binding standards. Any employee or business partner of Bystronic must know and follow this Code of Conduct, as well as any applicable laws in the country in which they operate.

Our guiding principle is that we all act as ethical and accountable individuals who accept responsibility for our own actions and stand ready to protect the reputation of Bystronic. Bystronic has a zero-tolerance policy ↗ ↗ regarding non-compliant behavior.

2 Our Corporate Resposibility

We attach great importance to an intact environment and recognize the impacts of climate change. We seek to minimize the environmental impact of our activities by focusing on energy efficiency, improving recycling levels and reducing waste and emissions. We set ambitious targets for environmental protection, the reduction of negative environmental impacts, and resource conservation. We aim to encourage our suppliers and business partners to protect the environment by clearly communicating our expectations and by building environmental protection into our product specifications. We regularly monitor the environmental impact of our actions and implement improvement measures.

We respect the dignity and human rights of all people and comply with laws pertaining to freedom of association and privacy, as well as laws prohibiting forced, compulsory and child labor, human trafficking, and employment discrimination. We are committed to fair and equal working conditions and treat all people with respect. We care about creating a positive workplace and an inclusive working environment that embraces diversity and is free from discrimination and harassment.

We adhere to the United Nations Guiding Principles on Business and Human Rights and the International Labor Organization Core Labor Standards. We are committed to the principles of the UN Global Compact.

We are proud of the longevity and recyclability of our products. We encourage and expect our employees to be mindful of environmental protection, energy and resource efficiency. We ask that they strive to go above and beyond legally prescribed environmental protection standards.

We respect the dignity and human rights of all people and comply with laws pertaining ↗ to freedom of association and privacy.

3 Conduct Toward Employees and Colleagues

  • 3.1 Our employees are critical to our success Our employees are the lifeblood of Bystronic. Our shared corporate values unite us as a company across all brands and regions. We are committed to an open and inclusive culture in which we treat all people with fairness and respect and value the different perspectives of diverse individuals from around the world.
  • 3.2 We promote and provide a safe and healthy workplace We strive to provide our employees with a safe and supportive work environment. Workplace safety is subject to numerous laws, regulations and policies. Managers are expected to communicate all safety and health protocols and practices, and employees are expected to adhere to them. Safety training, especially for those who work in manufacturing and with hazardous materials, must be provided. Accidents, injuries, unsafe equipment, practices or conditions must be reported to a supervisor or compliance manager.

Employees are expected to adhere to all safety and health protocols ↗ and practices.

We strive to provide our employees with a safe and supportive work environment.

We believe that everyone's life experiences provide different perspectives on business challenges and opportunities.

3.3 We Support and respect human rights and freedom of association We strive to ensure that our activities (directly or through our business relations) respect fundamental human rights, as set out by the United Nations Bill of Rights and the core conventions of the International Labor Organization. We resolutely reject any behavior that violates the human rights of any person employed by Bystronic or employed on behalf of our company, especially forced labor or child labor, in our global supply chain.

We recognize and respect the right of all employees to join any employee association, provided that local law is respected. We engage in constructive dialogue with employees and their freely chosen representatives.

We seek to provide equitable working conditions, fair wages and reasonable working hours. We offer wages in line with market and industry standards.

3.4 We foster diversity in our company and respect the personal integrity of our employees

At Bystronic, we believe that diversity of all kinds creates a more engaging and successful workplace. We value diversity in terms of age, culture, gender, gender identity or expression, religion, race, ethnic heritage, language, sexual orientation, experience and skills. We encourage the support and promotion of more women and minorities in the workplace. We believe that everyone's life experiences provide different perspectives on business challenges and opportunities. By providing an inclusive workplace, we encourage employees to realize their full potential.

We provide equal employment opportunities including hiring, development and advancement. Bystronic prohibits discrimination and inappropriate or illegal action based upon a person's ethnic or national origin, religion, sexual orientation, gender, age disability and any other legally protected status. We have no tolerance for bullying or any kind of verbal, nonverbal and physical abuse or harassment, whether sexual, physical or psychological. To prevent such acts, we observe relevant rules and take disciplinary action against violations. We encourage our employees to be sensitive in the ways they engage with colleagues and respect individual privacy at all times.

4 Conduct Toward Customers, Suppliers and Bussiness Partners

4.1 We are comimitted to our customers

We strive to please our customers by providing innovative technology, high quality products and technologies, and by adhering to all relevant health and safety standards. We keep our promises to customers and take them and their needs seriously. We honor our commitments, and we do not make promises we do not intend to keep.

4.2 We conduct our business fairly and do not tolerate bribery We conduct our business fairly, relying on the merits of our products, services and employees. It is prohibited to try to influence a customer or supplier to make a business decision in Bystronic's favor by offering a payment or a gift. It is also prohibited to make improper payments (bribes, kickbacks or other payments for illegal purposes) to government employees or officials, customers or others. This prohibition applies to direct payments, as well as indirect payments, made in any form through consultants or other third parties. Bribery is unacceptable for all Bystronic employees in all regions of the world even in countries where it is common.

4.3 We do not accept or give gifts of value to business partners Employees are permitted to accept occasional gifts of limited value such as promotional items and small tokens of appreciation. The gift must be of modest value, legally permitted, and in accordance with local practices. Gifts and invitations, whether given or received, must not be used to influence suppliers or any business partner. If an employee is unsure whether a gift or invitation is appropriate, they should turn it down or consult their supervisor.

Employees are permitted to accept and extend invitations to business events if the event is considered within reasonable bounds and is not connected to more extensive private invitations or travel.

We do not use gifts or invitations to influence suppliers ↗ or business partners.

Employees may not use their position or company assets to enrich themselves ↗ or third parties.

4.4 We refrain from seeking personal advantage and avoid conflicts of interest

If employees place their personal benefit or relationships above Bystronic's best interests, it puts our business and our way of working at risk. Conflicts of interest may arise when private interests interfere with the tasks and responsibilities assigned to our employees. This also applies when an employee maintains close private relationships with customers, suppliers or other business partners or their employees.

Under no circumstances may an employee's position within the company or company property (company funds, assets and resources) be exploited for personal enrichment or for the enrichment of third parties. All activities on behalf of Bystronic must serve the best interest of the company and shall not be motivated by personal interests or relationships.

Bystronic employees should strive to avoid any conflicts of interest. If a situation arises that represents a conflict of interest or that could be perceived as such, the employee must disclose this to their supervisor and jointly define steps to avoid or resolve the conflict to ensure actions taken are in the best interest of Bystronic.

4.5 We comply with international trade regulations and export controls Depending on the destination and the nature of our products, the export of those may be subject to export control regulations or trade sanctions. These restrictions either prohibit trade, prohibit export or require a license or notification to authorities. We comply with all applicable export regulations, including ones imposed by individual countries or regions. Our employees responsible for applying for export licenses must provide complete and truthful documentation on the applications. Non-compliance with international trade regulations exposes individuals and the company to substantial fines, denial of export privileges and imprisonment.

Our employees responsible for applying for export licenses must provide complete ↗ and truthful documentation on the applications.

5 Conduct Toward Competitors

5.1 We are committed to fair competition

Our competitors have legitimate business interests, as do we. Customers should benefit from fair rivalry between competitors.

Our employees must at all times comply with the respectively applicable national and international antitrust and competition laws. Any agreement and coordination with competitors on prices or other business conditions, the limitation of production, delivery or purchase amounts or the allocation of customers or markets must be particularly avoided.

Customers should benefit from fair ↗ rivalry between competitors.

5.2 We comply with antitrust regulations

Free markets require vigorous competition. Antitrust laws and competition make it illegal to restrain competition and ensure a free and open marketplace.

We expect our employees to comply with all applicable national and international antitrust and competition laws. We do not negotiate resale prices or conditions of sale with distributors or dealers. We do not participate in cartels or in mergers and acquisitions that do not comply with the law. Exclusive contracts and distribution, development or licensing contracts with clauses that restrict competition may be concluded only after prior legal consultation.

Employees may not use manipulation, deception or confidential information to gain a competitive advantage in the marketplace or for personal benefit. We do not share any commercially sensitive information with competitors or suppliers and do not enter into agreements with competitors that deprive customers of the benefit of competition.

Examples of prohibited conduct include:

  • Agreements with competitors to fix prices, restrict sales, boycott a supplier or allocate territories
  • Exchange of confidential information with competitors, including in trade associations
  • Agreements with distributors or resellers to fix resale prices or conditions, as well as certain other resale restrictions in relation to territories and/or customers
  • Abuse of a market dominant position.

Agreements that restrain competition can result in substantial fines, damage compensation and even criminal prosecution.

We do not share any commercially sensitive information with competitors or suppliers and do not enter into agreements with competitors that ↗ deprive customers of the benefit of competition.

Insider trading undermines the confidence of our financial system and ↗ is therefore strictly forbidden.

6 Conduct Toward Shareholders and the Public

6.1 We refrain from insider trading

Insider trading laws prohibit persons from trading securities based on nonpublic, material information which could, if it became public, affect the stock price. The laws also prohibit passing on such information to anyone else. Employees are prohibited from buying or selling Bystronic stock or shares of other companies with which Bystronic is involved while knowing non-public material information (such as major projects or earnings projections).

Insider trading undermines the confidence of our financial system and is strictly forbidden. It is also a violation of the law. Members of the Board of Directors, Executive Committee and select others are subject to additional trading restrictions.

We keep our financial accounts ↗ up-to-date, accurate and complete.

6.2 We keep transparent, accurate and complete books and records We keep our financial accounts up-to-date, accurate and complete, and we record business transactions fully and fairly. Any information necessary for the financial management of the company must be duly recorded, processed and archived. To this end, we follow applicable standards and robust internal processes and controls.

All business-relevant records (company books, accounting records, financial reporting, business correspondence, including emails, development and quality assurance materials, contracts, personnel files, etc.) must be preserved in accordance with the law and internal guidelines.

6.3 We comply with all applicable tax laws

We structure our business transactions, including our flow of goods, based on commercial rationale and business reasoning in line with applicable tax laws and regulations. We submit tax filings and other required disclosures in good faith and in a timely fashion. We pay taxes on time.

We pay all social security contributions and taxes prescribed by law and/ or agreed to under employment contracts. To ensure employees are taxed appropriately, we do not classify them as independent contractors, agents, or freelancers if this does not reflect the true situation.

6.4 We inform the public in a timely and accurate way As a publicly traded company, we have a responsibility to disclose our financial results and other significant corporate information in a timely and accurate way. At the same time, we are subject to strict rules regarding all such disclosures. We make full, fair, accurate, timely and understandable disclosure in reports and other documents available to the public. Only the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), the Head of Investor Relations, the Chief Communications Officer (CCO), and persons specifically designated by the CEO or the CFO may speak to the public on behalf of the company.

All inquiries by the media, financial analysts, proxy advisors, etc. must be forwarded to one of these persons.

6.5 We encourage thoughtful political engagement and charitable activities Political engagement can help shape the society we live in and contribute to improvements in social and environmental circumstances. At Bystronic, we recognize and support our employees' legitimate interests in participating in political activities and expressing opinions on political or public matters. We also recognize and encourage employee involvement in community service and charitable activities, including making financial donations.

Employees who participate in political activities or charitable organizations must do so as individuals in their own right and not as employees of Bystronic. Only designated company spokespersons may represent the company in public or private forums. Employees must also take care that their political or charitable activity does not represent a conflict of interest with Bystronic. Employees must obtain written management approval prior to running or volunteering for any political office.

We have a responsibility to disclose our financial results and other significant corporate information in a timely ↗ and accurate way.

7 Safeguarding company assets and information

7.1 We protect our intellectual property

Our intellectual property helps us deliver the unique solutions that differentiate us from our competition and enable us to be an industry leader. Inventions, ideas, patents, trademarks, designs, trade secrets and copyrights are critical assets leading to customer benefits and advancements of our products and services. We need to preserve our proprietary information, keep it confidential, and defend it against third party infringement. The intellectual property we develop belongs to Bystronic. We must be alert in identifying it, taking appropriate steps to protect it, and making sure it is used only for the benefit of Bystronic and our customers.

We need to preserve our proprietary ↗ information and keep it confidential.

We must not share confidential information inside or outside ↗ the company without prior authorization.

7.2 We keep relevant information confidential

In addition to intellectual property, Bystronic has a wide variety of confidential information that is not known or available outside of the company and would be valuable to our competitors. Examples include technical know-how, research and development data, construction plans, technical drawings, calculations, price lists, employee information, business plans and strategies, customer lists, formulations, production methods, software source codes and financials. These are significant assets for the company.

We must take proper steps to protect our confidential information and not disclose it to anyone outside the company, except in approved business transactions. Disclosure of such information to third parties is permitted only within the framework of business transactions authorized by the management of Bystronic and must be protected by nondisclosure agreements.

Sharing confidential information, even internally, shall be strictly on a need-to-know basis. The company will vigorously pursue any unauthorized disclosures of confidential information. The obligation of employees and business partners to protect company confidential information continues after their relationship with Bystronic ends.

We protect confidentiality and ensure integrity of data, including the personal ↗ data of employees and customers.

7.3 We respect the proprietary rights of others

We respect the intellectual property rights of others and do not obtain confidential information on other parties by improper means, nor disclose such information without authorization.

7.4 We protect and value company property

As an employee of Bystronic, you are provided with access to certain company properties such as computers, mobile phones, etc. Unless otherwise specified, company property may be used only for legitimate company business and not for personal gain or for any inappropriate or illegal reason.

Employees must return all Bystronic-owned equipment and assets when leaving the company.

7.5 We use email, internet, intranet and social media appropriately

The use of electronic tools like email, internet, intranet and social media may have legal implications for the company and the employees personally. The content of emails and documents we create and the data we access must always be appropriate. Email, internet and social media must not be used to access or disseminate illegal, offensive, disruptive or potentially discriminating content. Unless otherwise specified, email, internet and social media shall be used for legitimate business purposes only. When an employee posts something online, the employee shall assume it will be public, and they should not post anything that would embarrass them, Bystronic or others.

All IT and OT equipment must be used in line with Bystronic's IT policies, ↗ guidelines and training courses.

7.6 We keep data secure and comply with data privacy laws We protect confidentiality and ensure integrity of data, including the personal data of employees and customers, by technical and organizational means. We adhere to applicable data protection laws and guard against phishing attempts and malware. Personal data may only be used for an intended purpose and unauthorized internal or external access must be prevented. In processing personal data, we must ensure that the confidentiality, integrity, availability, verifiability and reliability of the relevant data are secured.

7.7 We manage our cybersecurity risks

We are committed to protecting the confidentiality, integrity and security of information within our information technology (IT) systems, our operational technology (OT) networks (the hardware) and applications from attacks, malware, viruses and any other form of unauthorized access. Employees are expected to participate in cybersecurity training to ensure correct understanding of this topic.

All IT and OT equipment must be used in line with Bystronic's IT policies, guidelines and training courses. Using our IT and OT systems for illegal activities or activities that are against our Code of Conduct is not permitted.

8 Questions to ask yourself about your actions and behavior

If you are uncertain whether your behavior complies with the principles and values set out in our Code of Conduct, ask yourself the following questions:

  • Do I know and understand all the relevant aspects relating to my actions and decisions, and did I consider and weigh them properly?
  • Am I confident that my actions and decisions are in line with our policies and the Code of Conduct? Do they comply with all the applicable legal and corporate guidelines?
  • Do my actions and decisions benefit Bystronic as a whole, and not just myself, or a particular individual or group?
  • Would I agree if all similar cases at the Group level were managed the same way I decided to handle this matter?
  • Would I accept my own actions and decisions if I were part of the group of people who is affected by them?
  • Would I go ahead with this action if I knew it would be in the media the next morning?
  • What would my closest coworkers and family say about my actions and decisions?

If you can answer all these questions positively, your actions and decisions are likely to be in line with our principles and values.

Am I confident that my actions and behavior are in line with our policies and ↗ the Code of Conduct?

We provide multiple channels for you to confidentially report potential ↗ violations of the Code of Conduct.

9 Get support or report a Code violation

If you are concerned that the principles of this Code of Conduct may have been violated, you should report it to your manager, or, if more appropriate, to your local Human Resources Manager. Your report will be kept confidential to the greatest extent possible, and no caller, complainant or witness will suffer retaliation for a report made in good faith.

We provide multiple channels for you to confidentially report potential violations of the Code of Conduct. In addition to the channels provided below, you can also approach your immediate supervisor, the person responsible for HR at your site, the CEO or the Board of Directors.

Reports may also be made via the external Bystronic Business Ethics Hotline, www.bystronic.com/business-ethics, which is available 24 hours a day in all local languages of the countries where we operate. If you wish, you can raise concerns anonymously.

If you report a concern and wish to remain anonymous, we request that you provide sufficient details and objective information to allow us to follow up on your concern effectively.

For those affected by the content reported, the presumption of innocence applies if a violation has not been proven.

Violations to our Code of Conduct may also be reported to Bystronic's general counsel:

The Group General Counsel [email protected] +41 62 956 40 68

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