Interroll Holding AG — Annual Report 2024

Mar 12, 2025

Content

Business Report	3	Financial Report Interroll Group	38
Key figures	4	Consolidated Financial Statements of the Interroll Group	39
About Interroll	5	Consolidated balance sheet	39
Highlights of the financial year 2024	6	Consolidated income statement	40
Financial position, earnings and cash flows	7	Consolidated statement of comprehensive income	40
Report by the Board of Directors and Group Management	8	Consolidated statement of cash flows	41
Corporate Governance	11	Consolidated statement of changes in equity Notes to the Consolidated Financial Statements	42 43
Introduction	12	Report of the statutory auditor to the General Meeting	73
Group structure and shareholders	12	of Interroll Holding AG Sant'Antonino
Capital structure	12
Operational management structure	13	Financial Report Interroll Holding AG	76
Board of Directors	16	Financial statements of Interroll Holding AG	77
Group Management	21	Balance sheet	77
Compensation, shareholdings and loans	23	Income statement	77
Shareholders' participation rights	23	Statement of changes in equity	78
Change of control and defense measures	24	Notes to the Financial Statements	79
Transparency on non-financial matters	24	Report of the statutory auditor to the General Meeting	82
Auditors	24	of Interroll Holding AG Sant'Antonino
Information policy	24
Quiet periods	25
Significant changes since the balance sheet date	25
Remuneration Report	26
Introduction	27
Basic principles of remuneration	27
Remuneration of the Board of Directors	28
Remuneration of the Group Management	30
Report of the statutory auditor to the General Meeting of Interroll Holding AG Sant'Antonino	36

––– ––– –––

Business Report

Key figures	4
About Interroll	5
Highlights of the financial year 2024	6
Financial position, earnings and cash flows	7
Report by the Board of Directors and Group Management	8

Key figures

in CHF millions, unless stated otherwise	2024	2023	2022	2021	2020
Order intake/sales
Total order intake	519.5	519.7	572.6	788.4	547.8
Rollers	98.6	99.1	126.5	134.6	106.0
Drives	181.6	171.2	211.8	191.6	156.5
Conveyors & Sorters	193.0	246.5	263.5	254.0	221.5
Pallet Handling	53.9	39.5	62.6	59.8	46.6
Total sales	527.1	556.3	664.4	640.1	530.6
Profitability
EBITDA	100.4	106.3	129.3	122.5	115.4
in % of sales	19.1	19.1	19.5	19.1	21.7
EBIT	77.8	83.9	105.2	99.3	94.1
in % of sales	14.8	15.1	15.8	15.5	17.7
Result	62.5	66.3	82.8	80.6	71.7

in CHF millions, unless stated otherwise	2024	2023	2022	2021	2020
Cash flow
Operating cash flow	92.0	113.2	71.4	47.3	122.9
in % of sales	17.5	20.4	10.7	7.4	23.2
Free cash flow	77.4	91.1	49.2	-0.8	74.0
in % of sales	14.7	16.4	7.4	-0.1	13.9
Total investments	20.7	25.1	32.5	51.1	51.3
Balance sheet (as at 31.12.)
Total assets	591.3	544.0	545.9	538.5	468.8
Goodwill	17.1	15.1	16.4	16.7	16.4
Net financial assets	194.8	133.2	70.8	46.1	92.2
Equity	472.2	410.8	394.2	345.4	312.0
Equity ratio (equity in % of total assets)	79.9	75.5	72.2	64.1	66.5
Return on equity yield (in %)	14.2	16.5	22.4	24.5	23.3
Other key figures
RoNA (return on net assets in %)	20.2	22.6	24.5	25.4	30.4
Average number of employees (FTE)	2,303	2,294	2,500	2,421	2,206
Sales per employee (in CHF thousands)	229	243	266	264	241
Productivity (added value/total personnel expenses)	2.04	2.18	2.22	2.19	2.30

Interroll uses alternative performance figures. These alternative performance figures can be found on the Interroll Investor Relations website. (https://investors.interroll.com/financial-information/financial-information/alternative-performancemeasures).

––– ––– –––

About Interroll

The Interroll Group is the leading global provider of material-handling solutions. The company was founded in 1959 and has been listed on the SIX Swiss Exchange since 1997. Interroll provides system integrators and OEMs with a wide range of platform-based products and services in these categories: Rollers (conveyor rollers), Drives (motors and drives for conveyor systems), Conveyors & Sorters as well as Pallet Handling (flow storage systems). Interroll products and solutions are used in express and postal services, e-commerce, airports, the food & beverage industry, fashion, automotive sectors and many other manufacturing industries. Among the end users are leading brands such as Amazon, Bosch, Coca-Cola, DHL, Nestlé, Procter & Gamble, Siemens, Walmart and Zalando. Headquartered in Switzerland, Interroll has a global network of 36 operating companies with sales of CHF 527.1 million and around 2,300 employees (average number of employees (FTE) in 2024).

Interroll product groups

Rollers Drives Conveyors & Sorters Pallet Handling

Highlights of the financial year 2024

Digital transformation realized with SAP S/4HANA implementation

In February, 35 legal entities across more than 20 countries and 6 continents were successfully integrated into SAP S/4HANA in a single day. This "big bang" implementation is marking a significant milestone in our digital transformation journey. Digital transformation is central to our long-term growth strategy, with SAP S/4HANA playing a pivotal role in managing and analyzing the increasing volume of critical operational data and driving efficiency, innovation, and enhanced service delivery globally. By early 2025, an additional two legal entities went live on SAP S/4HANA, bringing the total to 37.

Interroll & Viastore for Homag: a successful partnership

Automated material flow is becoming increasingly important in manufacturing logistics. In collaboration with Viastore, Interroll provided advanced conveying technology to help HOMAG, a leader in woodworking production solutions, modernize its logistics infrastructure. This partnership enabled HOMAG to benefit from a seamlessly designed, implemented, and optimized solution.

Driving innovation and service

Interroll & Innovation: The new MXVs Small Wheel Vertical Crossbelt Sorter

The booming rise of e-commerce, rapid urbanization, and growing prosperity in emerging markets are fueling a global surge in demand for smarter, faster goods transportation and sorting. Add to this the labor shortage in industrialized nations, and the call for advanced automation in logistics has never been louder. We launched a game-changing innovation: the MXVs – Small Wheel Vertical Crossbelt Sorter. With a sleek, compact height of just 1,400 mm, this cutting-edge solution is designed to maximize space while ensuring seamless efficiency. Perfect for last-mile delivery, it is our answer to navigating tight spaces and flat destinations with precision.

Interroll Lifetime Service: retrofitting programs in US and EMEA

Interroll launched a belt curve retrofit program in the US, and several sorter retrofits were completed in EMEA. These upgrades extend equipment life, improve efficiency, and reduce environmental impact, offering a cost-effective alternative to replacement while minimizing downtime.

Expanding our footprint

Enhancing our local presence in India

Interroll Group finalized the acquisition of Interroll India Pvt. Ltd. in Bengaluru (Bangalore), India in September 2024. Interroll India Pvt. Ltd. acted for more than 10 years as independent agent of the Interroll Group. This acquisition underlines our commitment to India's growing economy and aligns with our strategy to expand in key emerging markets. By integrating their operations, we enhance our local presence and ability to deliver greater value to customers in this vital region.

Purolator and Interroll Canada partner on Metro West Transportation Hub

Purolator, a leading Canadian courier and logistics company, excels in parcel delivery, freight services, and supply chain solutions, with a strong presence across Canada. Under the leadership of Sean Gravelle and Gord Hardie from Interroll Canada, a partnership with Purolator has led to significant opportunities, including the Metro West Transportation Hub project in Greater Toronto, supported by Shape Process Automation as the system integrator. This project serves as a model for Purolator's ongoing network upgrades.

––– ––– –––

Building partnerships

Interroll & Ocado: partnership stronger than ever

Ocado, a leader in online grocery operations, has renewed its trust in Interroll. Our ability to align with Ocado's requirements, emphasizing on seamless, simple, fast and modular solutions, highlights our shared commitment to deliver innovative and customerfocused solutions. During our collaboration, we highlighted our strategic approach to developing and manufacturing superior products while continuing to invest in electronics and software that simplify our customers' operations. Ocado recognized the value of Interroll's enhanced global footprint, enabled by our strategic decision to split our sales team into product and project sales for better focus and proximity to our customers, strengthening business partnerships.

Installation of belt curves in major APAC airports

Interroll was able to win various projects for delivering belt curves for airports in China and Southeast Asia. New airports include the ones in Taiwan, China (Guangzhou) and Vietnam: they are now relying on the high quality and robustness of our proven Belt Curve.

Financial position, earnings and cash flows

Sales

EBITDA and EBITDA margin EBIT and EBIT margin

––– ––– –––

Result Equity and Equity ratio Operating cash flow

Report by the Board of Directors and Group Management

Dear shareholders, customers, employees, and business partners,

Our strategy of focusing more on smaller projects, product sales, and the service business in a challenging macroeconomic environment and amid geopolitical tensions has paid off. As a result, our customer base grew, and sales of products and small solutions increased. Our proactive sales approach in the service business worked in favor of our ambitions with regard to retrofitting, and our newly introduced key account management supported our growth strategy in the airport industry.

2024 was characterized by a particular lack of larger orders in the project business. However, our strategic decision to split our sales team into product and project sales for better focus showed early signs of success. We continuously grew our product business compared to 2023. As a result, our order intake grew by 3.2% in local currency; however, due to the strong Swiss franc, the reported figure remained unchanged.

Both, cost management and pricing, were key to achieving good profitability despite lower sales this year. Our platform strategy and highly flexible production sites, combined with our strong brand and reliable products, helped us to manage our cost and pricing strategy effectively.

2024 was also special as we migrated our entire ERP System (Enterprise Resource Planning) from SAP R3 to SAP S/4Hana without impacting our running business. This global transition was a professional and successful team effort and forms the basis for the next step in our digital strategy.

Good profitability

In 2024, sales decreased to CHF 527.1 million (-5.3% year-on-year, -2.4% in local currencies).

Earnings before interest, taxes, depreciation, and amortization (EBITDA) decreased to CHF 100.4 million (previous year: CHF 106.3 million). The EBITDA margin remained at 19.1% (previous year: 19.1%). Earnings before interest and taxes (EBIT) reached CHF 77.8 million (-7.2% below previous year's figure of CHF 83.9 million). The EBIT margin decreased slightly to 14.8% (previous year: 15.1%).

The result decreased by -5.8% to CHF 62.5 million (previous year: CHF 66.3 million). The result margin remained at 11.9% (previous year: 11.9%).

"Fostering loyalty through great customer experiences."

Ingo Steinkrüger Chief Executive Officer

Paul Zumbühl Chairman of the Board of Directors

Solid balance sheet and cash flow development

Total assets amounted to CHF 591.3 million as of December 31, 2024, which was higher compared to December 31, 2023, at CHF 544.0 million. Equity increased to CHF 472.2 million (previous year: CHF 410.8 million); the equity ratio increased to 79.9% (end of 2023: 75.5%). The net financial assets increased by 46.2% to CHF 194.8 million (previous year: CHF 133.2 million).

The operating cash flow decreased by 18.7% to CHF 92.0 million (previous year: CHF 113.2 million).

The gross investment amounted to CHF 20.7 million (previous year: CHF 25.1 million). This includes ongoing renewal investment in our production facilities, and lease capitalization under IFRS 16. Due to delays, some investments planned for 2024 will not take place until 2025/26. As a result of the lower operating cash flow and the lower gross capital expenditures, the free cash flow reached CHF 77.4 million in the reporting year (previous year: CHF 91.1 million).

A dividend of CHF 32.00 per share will be proposed to the Annual General Meeting on June 6, 2025 (previous year: CHF 32.00 per share).

Change in the group management structure

In October 2023, we announced a new group management structure with the introduction of the position of Chief Technology Officer and Chief Operations Officer. We are now operating according to this structure and our new COO Alp Ayhan Demirel joined the company in September 2024. The position of CTO is held by the CEO ad interim, until the new CTO Dr. Johannes van der Beek joins Interroll on April 1, 2025. We have also introduced Global Platform Managers to ensure global consistency and better alignment between the platforms. This is a necessary step to expand our digital product portfolio and service capabilities in the future.

Innovation to create customer value

Our passion for creating customer value drives our innovations. In 2024, we launched our new Small Wheel Vertical Crossbelt Sorter, which is characterized by low noise level, ergonomic heights, and lower energy consumption. This solution is an ideal addition to our sorter platform, as we can now also offer solutions for smaller distribution centers for e-commerce end users. Furthermore, it is another good example of how seriously we take our platform philosophy and our ability to innovate these products.

Speaking of platforms, we have introduced the Final Destination platform for our sorter portfolio. This platform aims for a customization by configuration solution to help our customers find a reliable and proven solution that has a short delivery time.

To enhance our independence and resilience, we have introduced a second MultiControl card with a different chipset while maintaining the same functionalities.

"Growing Together" with our customers

In its tenth year of existence, our customer partnership program Rolling On Interroll (ROI) expanded its footprint to fifty countries around the globe. Our motto "Growing Together" continues to inspire the global ROI Community, which comprises approximately 130 companies, all long-standing customers and primarily small and medium-sized system integrators and OEMs. As one of our Asian partners confirms: "The 'Growing Together' motto is something I feel deeply passionate about. It aligns with my values and represents the true spirit of the ROI Community."

This year, selected ROI partners engaged in Interroll's new product development projects, such as the High-Performance Conveyor Platform (HPP) or the Special Hygienic Conveyor (SHC), acting as beta test partners and early adopters of our innovative solutions.

We hosted three dedicated ROI Community events, including the first-ever ROI Latam Summit in Buenos Aires, Argentina, where we welcomed ROI partners from across Latin America (from Mexico to Argentina) and discussed market trends and growth opportunities in the region.

Digitalization

After setting up an interdisciplinary team focusing on digitalization to ensure a consistent customer experience, we have now expanded our journey and started to focus on and enable a company wide enterprise architecture. We have simplified the onboarding process for our digital Layouter and integrated further solutions from our product portfolio into the Layouter.

We are continuously working on our digital interface to our customers, through which they can order our products online (customization by configuration) and have improved this process as well as made it available to new customers.

As already mentioned, we implemented SAP S/4Hana on a global scale as a basis for reinforcing our digitalization capabilities.

One major global project is the harmonization and standardization of data. By doing this, we are also promoting global exchange and collaboration under the umbrella of "ONE Interroll", thereby improving our service for customers.

"We successfully defended our market share and acquired new customers in 2024." "Our strategy to focus more on smaller projects, product sales, and the service business in a challenging macroeconomic environment and amid geopolitical tensions has paid off."

Sustainability

In 2024, we further strengthened our focus on embedding structured processes and oversight mechanisms for each of our material topics across the group.

The Sustainability Committee of the Board of Directors met three times to review the ESG strategy and key initiatives planned for the next year. Our production sites have made remarkable progress in their EcoVadis assessments for 2024, building on the previous year's results. Spain was our first sales unit to be assessed by EcoVadis and it achieved the highest award straight away with a platinum medal.

Thanks to outstanding teamwork, all twenty entities participating in the EcoVadis assessments for 2024 earned a medal. We got six platinum, seven gold and seven silver medals. In addition, several of our production sites have obtained ISO9001, ISO14001 and ISO45001 certifications, which will continue over the next few years until all our sites are certified.

Looking ahead to 2025, we will focus on implementing of the European Union Corporate Sustainability Reporting Directive (CSRD) for the sustainability reporting of our German business, creating and publishing the first product carbon footprints and developing our transition plan to net zero. The Sustainability Report 2024 will be published on May 16, 2025.

Outlook

There are clear indications that the downturn has bottomed out, as our product sales have picked up again in 2024. The signals we currently get from our customers and end users are more positive for Warehouse & Distribution with warehouse extensions (greenand brownfield) and Courier, Express & Parcels (CEP), both driven by e-commerce. The airport business was already growing nicely in 2024, and we expect a continuation of investments.

On the other hand, we still see a challenging macroeconomic environment and geopolitical tensions that may have a certain impact on our business development. Despite declining inflation and a lower interest rate environment, we still see hesitation for investments in bigger projects, but we are well prepared once the market rebounds. The need for increased productivity combined with the labor shortage is a clear indication that the demand for our solutions will grow.

Our customer promise of "Quality, Speed and Simplicity" is our motivation and our values, such as passion for our customers, define our culture. This, combined with our platform strategy, our drive for innovation and our global presence, makes Interroll unique and ideally positioned for future growth.

Sant'Antonino, February 2025

Chairman of the Board Chief Executive Officer of Directors

Paul Zumbühl Ingo Steinkrüger

Corporate Governance

Status on December 31, 2024

Introduction	12
Group structure and shareholders	12
Capital structure	12
Operational management structure	13
Board of Directors	16
Group Management	21
Compensation, shareholdings and loans	23
Shareholders' participation rights	23
Change of control and defense measures	24
Transparency on non-financial matters	24
Auditors	24
Information policy	24
Quiet periods	25
Significant changes since the balance sheet date	25

Introduction

Basis of the corporate governance report

The corporate governance report 2024 of the Interroll Group is based on the Directive on Information relating to Corporate Governance of SIX Swiss Exchange (in the respective valid version), and the provisions of the "Swiss Code of Best Practice for Corporate Governance" of Economiesuisse.

Cross references

To avoid repetition, cross references are made to other reports in certain areas.

Group structure and shareholders

Group structure

The operational management structure is disclosed in Chapter 4 of this report.

Holding company and stock listing

The holding company of the Interroll Group, Interroll Holding AG, is headquartered in Sant'Antonino (Ticino), Switzerland, and is listed in the International Reporting Standard of the SIX Swiss Exchange under security number 637289. Further information on the listing can be found in the online Annual Report in the chapter "Interroll on the capital market" https://investors.interroll.com/reporting/annualreport-2024/capital-market.

Consolidation range

Subsidiaries belonging to the consolidation range of the Interroll Group are disclosed in note 7.4 of the Group's financial statements. Except for Interroll Holding AG, the range of consolidation does not include any listed companies.

Significant shareholders

Investors or groups of investors who held a reportable interest in Interroll Holding AG as of December 31, 2024, are listed in the notes to the financial statements of Interroll Holding AG under note 2.5. Disclosure notifications relating to significant shareholdings in Interroll Holding AG which were filed during the year under review can be viewed on SIX Swiss Exchange's website via the following link: https://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html.

Cross shareholdings

The Interroll Group holds neither capital nor voting rights with other entities.

Capital structure

Share capital and voting rights

The ordinary share capital of Interroll Holding AG amounts to CHF 854,000 and is made up of 854,000 fully paid registered shares with a par value of CHF 1 each. Each share equates to one vote.

––– ––– –––

Authorized or conditional capital; capital band

Interroll Holding AG has neither authorized or conditional capital nor a capital band.

Participation and dividend right certificates

Interroll Holding AG has not issued any participation certificates or dividend right certificates.

Changes in capital

There have been no changes in Interroll Holding AG's capital in the past three reporting years.

Limitations on transferability and nominee rights

Upon request and presentation of proof of acquisition, acquirers of shares of Interroll Holding AG are entered in the share register as shareholders with voting rights if they expressly declare that they hold the shares in their own name and for their own account. Registered shares of nominees exceeding 2% of the outstanding share capital will only be entered in the register as shares with voting rights if the nominee has agreed in writing to disclose, if applicable, the names, addresses and shareholdings of the persons for whom he holds 0.5% or more of the outstanding share capital. A change in the statutory restrictions on transferability and nominee registrations requires a resolution of the General Meeting of Shareholders with a majority of at least two thirds of the shares represented and an absolute majority by nominal value of the shares represented.

Convertible bonds and options

There are no outstanding convertible bonds nor options on participation rights of Interroll Holding AG.

Further information on equity

Additional information on consolidated equity is disclosed in the statement of changes in equity of the financial statements of the Interroll Group (see "Consolidated statement of changes in equity") on page 39 and in respective notes.

Operational management structure

Functional organizational structure

The Interroll Group consists of one single business unit. The complete product range is sold in all markets through local sales organizations. Interroll caters to the needs of its customers (original equipment manufacturers, system integrators, end users) by offering a tailor-made product portfolio and expert consulting. The Interroll manufacturing units focus on the production of specific product ranges. Assembly units receive semi-finished products from the manufacturing units and assemble products for their local markets. The Innovation Projects and Development Center (IPDC), which is centrally located, researches new application technologies and develops new products. Global Centers of Excellence (CoE) develop specific product ranges.

Management structure

Group Management and Interroll management structures are organized by function (Overall Management, Sales, Operations, Technology and Finance) and by region (Americas and Asia-Pacific). The Board of Directors bases its financial management of the Group on the turnover generated in the product groups and geographic markets and on consolidated financial reports. In addition, Group Management assesses the achievement of financial and qualitative targets and other key performance indicators of all subsidiaries.

The Interroll Group has no advisory body.

Board of Directors1)

^*Chair of the Committee

Group Management2)

¹⁾ For significant changes in the composition of the Board of Directors after the balance sheet date, please refer to Chapter "Significant changes since the balance sheet date" this report.

²⁾ For significant changes in the composition of the Group Management after the balance sheet date, please refer to Chapter "Significant changes since the balance sheet date" of this report.

Innovation

The Innovation Projects and Development Center (IPDC) develops new products and platform concepts in close cooperation with the Product Marketing Managers (PMMs) and the Group Management. The IPDC is also responsible for coordinating Interroll's patent activities and protection of its intellectual property.

Functional unit	Managed by	Company
Research & Development	Ingo Steinkrüger a.i.	Interroll Innovation GmbH, Baal/Hückelhoven (DE)

Global Centers of Excellence (CoE)

Interroll's nine Centers of Excellence are responsible for worldwide product development, strategic purchasing and the application and development of production technologies for selected product ranges. They also produce and supply semi-finished goods to Group companies. The global Centers of Excellence of Interroll Group are managed by the following persons:

	Country Functional unit	Managed by	Company
A	Software & Electronics	Andreas Eglseer	Interroll Software & Electronics GmbH, Linz (AT)
CH	Technopolymers	Ingo Specht	Interroll SA, Sant'Antonino (CH)
D	Sorters	Steffen Flender	Interroll Automation GmbH, Sinsheim (DE)
D	Conveyors	Timo Grom	Interroll Conveyor GmbH, Mosbach (DE)
D	Rollers, RollerDrive	Armin Lindholm	Interroll Engineering GmbH, Wermelskirchen (DE)
D	Industrial Drum Motors	Thomas Baack	Interroll Trommelmotoren GmbH, Baal/Hückelhoven (DE)
DK	Commercial Belt Drives & Conveyors	Andreas Traberg	Interroll Joki A/S, Hvidovre (DK)
F	Dynamic Storage Products	Bertrand Reymond	Interroll SAS, La Roche-sur-Yon (FR)
USA	Belt Curves	Shane Belcher	Interroll Engineering West Inc., Cañon City (US)

Worldwide sales and production companies

Regional Centers of Excellence (RCoE)

Regional Centers of Excellence produce for the EMEA, Americas and Asia-Pacific regions. These centers manage the full product range of the global Centers of Excellence and provide the regional sales and service subsidiaries with finished products and the assembly sites with semi-finished products.

Production companies and local assemblies

Guided by the production processes and production technologies of the global Centers of Excellence, local production companies manufacture and assemble specific products from the Interroll product portfolio. They also assemble semi-finished products for their local markets.

Sales and service subsidiaries

The sales companies concentrate on specific market and customer segments offering the full range of Interroll products and a 24-hour repair service.

Management of operational companies

Management of each of the following companies has been delegated to the following persons:

Europe, Middle East and Africa (EMEA)

Function	Region/country Managed by		Company
Sales	Central Europe	Jörg Mandelatz	Interroll Fördertechnik GmbH, Wermelskirchen (DE)
Sales	France	Marc Langlois	Interroll SAS, Saint-Pol-de-Léon (FR)
Sales	Northern Europe		Anders Jørgensen Interroll Nordic A/S, Hvidovre (DK)
Sales	Great Britain, Ireland	Hilton Campbell	Interroll Ltd., Kettering (GB)
Sales	Iberian peninsula	Carlos Álvarez García-Luján	Interroll España SA, Cerdanyola del Vallès (ES)
Sales	Czech Rep., Balkans, Hungary	Fritz Ratschiller	Interroll CZ s.r.o., Breclav (CZ)
Sales	Poland	Fritz Ratschiller	Interroll Polska sp.z.o.o., Warsaw (PL)
Sales	Turkey, Middle East	Bulent Caliskan	Interroll Lojistik Sistemleri Ticaret Limited, Istanbul (TR)
Sales	Italy	Claudio Carnino	Interroll Italia Srl, Rho (IT)
Sales, assembly	Africa	Gavin Hall	Interroll SA (Proprietary) Ltd., Johannesburg (ZA)
Service	EMEA	Peter Martin	Interroll Automation GmbH, Sinsheim (DE)

Americas

Function	Region/country Managed by		Company
RCoE	USA	John Downs	Interroll Corporation, Wilmington/NC (US)
RCoE	USA	Scott Cone	Interroll Atlanta LLC, Hiram/GA (US)
Sales, service	USA	Darren Milgate	Interroll USA LLC, Wilmington/NC (US)
Sales, installation, service	Canada	Sean Gravelle	Interroll Canada Ltd., Newmarket/Toronto (CA)
Sales, assembly, service	Brazil, Argentina	Marcos Gaio	Interroll Logística Ltda., Jaguariuna/São Paolo (BR)
Sales, service	Mexico	Antonio Garcia	Interroll Mexico S. de R.L. de C.V., Mexico City (MX)

Asia-Pacific

Function	Region/country Managed by		Company
RCoE	Asia-Pacific	Mike Zhang	Interroll (Suzhou) Co. Ltd., Suzhou (CN)
RCoE	Asia-Pacific	M.K. Lo	Interroll Shenzhen Co. Ltd., Shenzhen (CN)
Sales, service	China	Justin Wang	Interroll Holding Management Co. Ltd., Shanghai (CN)
Sales, service	South Korea	Kim Jun Hyung	Interroll Korea Corp., Seoul (KR)
Sales, service	Japan	Yusuke Urabe	Interroll Japan Co. Ltd., Tokyo (JP)
Sales, installation, service	Thailand	Grisorn Nakapong	Interroll (Thailand) Co. Ltd., Panthong (TH)
Sales, service	Singapore, South East Asia	Keith Lim	Interroll (Asia) Pte. Ltd., Singapore (SG)
Sales, assembly, service	Australia	Pat Cieri	Interroll Australia Pty. Ltd., Melbourne (AU)
Sales, assembly	India	Maurizio Catino	Interroll India Private Limited (IN)

––– ––– –––

Board of Directors

Members of the Board of Directors

On December 31, 2024, the Board of Directors consisted of six members, the majority of whom are independent given that Paul Zumbühl's engagement as CEO of Interroll Group ended more than 3 years ago. The Board of Directors comprises the following members:

From left to right: Markus Asch, Ingo Specht, Susanne Schreiber, Paul Zumbühl, Dr. Elena Cortona, Stefano Mercorio

––– ––– –––

Paul Zumbühl

(born 1957, Swiss, independent)

has a degree in Engineering (Dipl. Ing.) from Lucerne University of Applied Sciences and Arts – School of Engineering in Lucerne, Switzerland. He holds an MBA (Corporate Finance) from the Joint University Program of the universities in Boston, Bern and Shanghai and earned a Master of Advanced Studies in Philosophy and Management from the University of Lucerne. He also successfully completed an AMP at the Kellogg Business School of Northwestern University in Evanston/Chicago, USA and holds a degree as a federally Certified Marketing Manager. He has extensive expertise and experience in the areas of corporate strategy and leadership, innovation, M&A transactions, corporate finance, marketing and investor relations. After working as a sales manager/engineer at Symalit AG, Lenzburg, Switzerland, he was a Managing Director in the Sarna Group (now part of the Sika Group). From 1994 to 1999, he was CEO of Mikron Plastics Technology and a member of the group management of the Mikron Group. From January 2000 until April 2021, he was CEO of the Interroll Group. Mr. Zumbühl is Chairman of the Board of Directors of Mikron Holding AG and, until May 6, 2025, also of Schlatter Industries AG, both listed Swiss companies. Since May 2021, he has been Chairman of the Board of Directors of Interroll Holding AG.

Markus Asch*

(born 1971, German, independent)

has a degree in Mechanical Engineering (Dipl. Ing.) from Esslingen University of Applied Sciences and wide-ranging expertise in the areas of technology and service. From February 2021 until October 2024, he was CEO and Chairman of the Management Board of Rittal International. From 1995 until 2020, he had been with Kärcher, where he held several management positions and was appointed to the management board in 2007. From 2010 until the end of 2020, Markus Asch served as Vice Chairman at the Alfred Kärcher SE & Co. KG with headquarters in Winnenden, Germany, and from January 2020 until end of 2020 as Chief Technology Officer (CTO). He has been a member of the Board of Directors of Interroll Holding AG since 2020 and is currently Vice Chairman and Chair of the Remuneration and Nomination Committee. He holds no other external Board of Directors' mandates.

Dr. Elena Cortona

(born 1970, Swiss and Italian, independent)

has extensive experience in market transformation based on the development and digitalization of products and work processes. She holds a degree in Mechanical Engineering from the Technical University of Turin in Italy and a doctorate in Mechanical Engineering from ETH Zurich in Switzerland. Since June 2021, she has been Chief Technology Officer (CTO) and member of the Group Executive Committee of the Belimo Group. From 2017 until April 2021, she was Senior Vice President, Head of Digital Transformation in the CTO Division of the Schindler Group with headquarters in Ebikon, Switzerland, having already held various management positions with the group since 2001. Since October 2022, Dr. Elena Cortona is a member of the Innovation Council of Innosuisse, the innovation agency of the Swiss Confederation. She has been a member of the Board of Directors since 2019 and is currently Chair of the Sustainability Committee. She holds no other external Board of Directors' mandates.

Stefano Mercorio

(born 1963, Italian, not independent, representative of the Ghisalberti family)

holds a degree in economics and has wide-ranging expertise in corporate law and finance. He is a legal auditor in Italy and founder and senior partner of the studio Mercorio Maiocco Valentini & Partners. Since 1987, he has been Dottore Commercialista iscritto all'"Albo dei Dottori Commercialisti e degli Esperti contabili di Bergamo." Since 2013, Mr. Mercorio has been a member of the Board of Directors of Interroll Holding AG and currently is a member of the Audit Committee and the Remuneration and Nomination Committee. He is also President of the Board of Directors of Alex Servizi S.r.l. and member of the Board of Directors of Fondazine Italiana per Ricerca in Reumatologia – FIRA ETS as well as statutory auditor in profit and non-profit companies.

Susanne Schreiber

(born 1974, Swiss and German, independent) holds the second state law examination in Bavaria and is admitted to practice as a tax advisor, a lawyer and certified tax expert in Germany and Switzerland. She has extensive experience in international mergers and acquisitions transactions and international tax law. She joined Bär & Karrer AG in Zurich in 2015 as partner and co-head of the tax department, where she is also chair of the Board of Directors. Previously, she worked for an international law firm in Germany and for KPMG in Zurich, where she headed the Swiss M&A tax department until 2015. Susanne has been a member of the Board of Directors since 2021 and is currently Chair of the Audit Committee. She holds no other external Board of Directors' mandates.

Ingo Specht

(born 1964, German, not independent, representative of the Specht family)

holds a degree in Industrial Management from the Chamber of Industry and Commerce Cologne, Germany. He has extensive expertise in the areas of production strategy, process digitization and quality management. He was owner and managing director of Luxis in Locarno, Switzerland, and had various senior positions in the areas of Information Technology (IT), marketing and business development at Interroll. Currently, Ingo Specht is the Managing Director of Interroll SA and TiTop Sagl. He has been a member of the Board of Directors since 2006 and is a member of the Sustainability Committee. He holds no other external Board of Directors' mandates.

^* Markus Asch resigned from the Board of Directors with effect from March 3, 2025 and has taken over as CEO of Interroll Holding AG with effect from March 1, 2025, see also chapter 14 of this report.

The Board of Directors, as composed on December 31, 2024, has the following experience and competencies:

Represented proportionally

Leadership/management

Other board of directors experiences

Law/regulatory/risk management

Accounting/financial/audit

HR and remuneration

Operational management (purchasing, manufacturing, logistics)

Research and development

Sales and marketing

ESG

IT/digital/information security

Experience in sectors close to the material handling industry or other sectors relevant to Interroll Group

Strategic planning/M&A

Other activities and vested interests

Information on other activities and vested interests of the members of the Board of Directors can be found in the remuneration report on page 28 of this Annual Report.

Number of permitted activities

In accordance with art. 24 of the Articles of Incorporation of Interroll Holding AG (available at: https://investors.interroll.com/about-interroll/corporate-governance/downloads), a member of the Board of Directors may not hold more than ten mandates in other companies, of which no more than six mandates may be in listed companies. Mandates as chair of the Board of Directors of a company count double.

Mandates in companies controlled by Interroll Holding AG and mandates in structures managing the personal assets or family assets of members of the Board of Directors and/or their related parties are not subject to these restrictions.

A "mandate" is defined as any membership in the Board of Directors, group management or advisory board, or any comparable function under foreign law, of a company with an economic purpose. Mandates in different legal entities of the same group or on behalf of Interroll Holding AG or another company pursuant to art. 24 para. 1 or 2 of the Articles of Incorporation of Interroll Holding AG (including in pension funds and joint ventures) are counted as one mandate.

Principles of the election procedure, term of office

The Board of Directors is composed of five to seven members. The members of the Board of Directors are elected individually by the annual general meeting of shareholders ("Annual General Meeting") for a one-year term, which ends with the next Annual General Meeting. Re-election is permitted.

Constitution and allocation of tasks within the Board of Directors

The Board of Directors, with the experience and competencies distributed as set out in the table above, consists of the Chairman, the Vice Chairman and the other members. Except for the election of the Chairman and the members of the Remuneration and Nomination Committee by the Annual General Meeting, the Board of Directors constitutes itself. The allocation of tasks between the Board of Directors and the Chief Executive Officer (CEO), as well as the duties and powers of the Chairman, the committees of the Board of Directors and other governing bodies, are set out in the organizational regulations of Interroll Holding AG and related committee charters.

Committees of the Board of Directors

Three standing committees support the Board of Directors in the areas of auditing (Audit Committee), remuneration and nomination policy (Remuneration and Nomination Committee) and sustainability (Sustainability Committee).

Audit Committee

The Audit Committee receives audit reports prepared by local external auditors and by the Group auditor and prepares a report for the Board of Directors. In particular, the Audit Committee ensures that Group companies are audited on a regular basis. The Audit Committee mandates the execution of internal audits and reviews the resulting audit reports.

Several times a year, the Audit Committee also commissions a report on audits undertaken and planned as well as on any proposals to improve the audit function. The role of the Audit Committee is exclusively advisory and includes the preparation of resolutions of the Board of Directors. The decision-making authority of the full Board of Directors remains unaffected.

The Audit Committee is composed of the following members:

Audit Committee

Susanne Schreiber, Chair

Stefano Mercorio

Remuneration and Nomination Committee

The Remuneration and Nomination Committee submits its proposals for the compensation package of the CEO, the members of Group Management and the Board of Directors to the Board of Directors to be decided upon. At the request of the CEO, it defines the targets for bonus payments at the beginning of the year. The Remuneration and Nomination Committee is also responsible for establishing the terms of the share ownership scheme. The remuneration scheme is described in the remuneration report on pages 26 to 35 of the Annual Report. The role of the Remuneration & Nomination Committee is exclusively advisory and includes the preparation of resolutions of the Board of Directors. The decision-making authority of the full Board of Directors remains unaffected.

The Remuneration and Nomination Committee is composed of the following members:

Remuneration and Nomination Committee

Markus Asch, Chair

Stefano Mercorio

Sustainability Committee

The Sustainability Committee supports the Board of Directors in advising on the sustainability strategy, objectives, initiatives and legislation on ESG issues and monitors the sustainable development of the Interroll Group. It reviews the long-term qualitative and quantitative environmental, social and governance ("ESG") targets and the annual ESG risk inventory and submits these to the Board of Directors. The Sustainability Committee assesses the completeness and accuracy of the sustainability reporting and monitors the progress of the initiatives introduced and the achievement of targets. The role of the Sustainability Committee is exclusively advisory and includes the preparation of resolutions of the Board of Directors. The decision-making authority of the full Board of Directors remains unaffected.

The Sustainability Committee is composed of the following members:

Sustainability Committee

Dr. Elena Cortona, Chair

Ingo Specht

Working method of the Board of Directors and its committees

The Board of Directors meets as often as necessary, but at least four times per year. Meetings of the Board of Directors are convened by the Chairman of the Board of Directors or, if he is unable to do so, by the Vice-Chairman of the Board of Directors or by any other member appointed by the Board of Directors. Meetings of the Board of Directors may also be held by telephone or video conference. Each member of the Board of Directors and the CEO are entitled to request that a meeting be convened, stating the subject of the meeting. The CEO regularly attends the meetings of the Board of Directors

in a consulting capacity. Other members of Group Management or third parties may be invited to attend the meetings as required. The meetings of the Board of Directors are usually full-day meetings.

The Board of Directors constitutes a quorum if more than 50% of its members are present. Participation by telephone or video equates to attendance in person. As a rule, resolutions are passed by an absolute majority of the votes present. In the event of a tie, the Chairman has the casting vote. All resolutions of the Board of Directors are recorded in the minutes. Resolutions may also be passed by way of a circular resolution (by mail or by email) unless a member requests oral deliberation. However, circular resolutions are binding only if they have been approved by all members of the Board of Directors.

In the financial year 2024, the Board of Directors met eight times for regularly scheduled meetings, of which six meetings were full-day meetings and two meetings lasted between one and two hours. All meetings in the reporting year were attended by all members of the Board of Directors.

Board Meetings

Number of meetings	8
Attendance	100%
Paul Zumbühl	8 / 8
Markus Asch	8 / 8
Dr. Elena Cortona	8 / 8
Stefano Mercorio	8 / 8
Susanne Schreiber	8 / 8
Ingo Specht	8 / 8

The meetings of the Audit Committee, the Remuneration and Nomination Committee and the Sustainability Committee are held as required and can be convened by any member of the respective committee. The meetings generally last two to four hours. The duties, mission and responsibilities as well as the reporting by the committees to the Board of Directors are set out in the respective committee charters adopted by the Board of Directors, to the extent that they are not prescribed by the Articles of Incorporation or a resolution of the General Meeting of Shareholders. In the financial year 2024, the Audit Committee met five times, the Remuneration and Nomination Committee three times and the Sustainability Committee three times for regularly scheduled meetings, which generally lasted two to four hours. All meetings in the reporting year were attended by all members of the respective committees.

Meetings of the Audit Committee

Number of meetings	5
Attendance	100%
Susanne Schreiber	5 / 5
Stefano Mercorio	5 / 5

Meetings of the Remuneration and Nomination Committee

Number of meetings	3
Attendance	100%
Markus Asch	3 / 3
Stefano Mercorio	2 / 3

Meetings of the Sustainability Committee

Number of meetings	3
Attendance	100%
Dr. Elena Cortona	3 / 3
Ingo Specht	3 / 3

Statutory base for authority regulations

All basic competences and tasks of the governing bodies are defined in the Articles of Incorporation (available at: https://investors.interroll.com/about-interroll/corporate-governance/downloads) of Interroll Holding AG. Article 22 of the Articles of Incorporation defines the duties of the Board of Directors, which are non-transferable and inalienable to third parties.

Responsibility of the Board of Directors and the Group Management

The Board of Directors is responsible for the Group's strategy and governs the overall management, supervision and control over the operational management of the Interroll Group. The Board of Directors has exercised its statutory authority to delegate management of ongoing business to the Group Management under the leadership of the CEO, unless otherwise provided by statutory legal provisions, the Articles of Incorporation or the organizational regulations ("Organizational Regulations") of Interroll Holding AG. The duties and powers of the CEO are set out in the Organizational Regulations which are available at: https://investors.interroll.com/about-interroll/ corporate-governance/downloads, and the duties and powers of the Group Management are set out in the Organizational Regulations and the management regulations determined by the CEO.

Information and control instruments vis-à-vis the Group Management

Reporting to the Board of Directors

At each meeting of the Board of Directors, the CEO informs the Board of Directors about the current course of business, the Group's most important business transactions and the completion of tasks delegated to the Group Management.

––– ––– –––

Management Information System

The management information system (MIS) of the Interroll Group consolidates the balance sheet, income statement and cash flow statement, as well as various key figures relating to subsidiaries, on a monthly basis and compares the current figures with those of the previous year and the budget. On the basis of the quarterly financial statements, the budget is assessed in the form of a forecast as to whether it is attainable with regard to each entity and for the consolidated Group. Financial reports are discussed during the meetings of the Board of Directors.

Internal audit and control instruments

On behalf of the Audit Committee, internal audits are conducted at selected subsidiary companies. The focal points of the audit are defined according to the risk profile of the respective entity. The reports of the internal audit on behalf of the Audit Committee are discussed with local management.

Extraordinary occurrences and decisions of material importance are immediately brought to the attention of the Board of Directors in writing.

Group Management

Members of the Group Management

On December 31, 2024, the Group Management consisted of the following members:

From left to right: Alp Ayhan Demirel, Maurizio Catino, Ingo Steinkrüger, Heinz Hössli, Richard Keely, Dr. Ben Xia

––– ––– –––

Ingo Steinkrüger* (born 1972, German)

Chief Executive Officer (CEO)

holds degrees in Mechanical Engineering (Production Technology) and in Industrial Engineering from the University of Applied Science of Cologne. He brings more than 20 years of proven management and technical expertise with a focus on project and product business, automation, engineering, and production technology, and has extensive global sales and service experience in the automotive industry. He began his career at the ThyssenKrupp Group in 2000 at Johann A. Krause Maschinenfabrik GmbH in Bremen as a sales/ project engineer. After holding several management positions in project management, business development, and global key account management, Ingo Steinkrüger took on overall responsibility for Global Sales & Service as Vice President. From mid-2016, he led the same standalone business unit at ThyssenKrupp System Engineering as CEO. Since May 2021, Ingo Steinkrüger leads the Interroll Group as Chief Executive Officer (CEO). He holds no Board of Directors' mandates.

Heinz Hössli (born 1969, Swiss)

Chief Financial Officer (CFO)

graduated as a Certified Public Accountant (CPA) from EXPERTsuisse, Zurich, Switzerland, and holds a Global Executive MBA from Duke's Fuqua School of Business in Durham, United States, with recognition as a Fuqua Scholar. His previous roles included Chief Financial Officer/Vice President Advanced Materials (since 2012) at Bühler Group and Vice President Finance & Controlling Advanced Materials and Chief Financial Officer (CFO) of the Business Area Die Casting (from 2009 to 2011). From 2002 to 2009, Heinz Hössli held a number of leadership roles as CFO of Bühler subsidiaries and spent eight years in the United States and Mexico. Before joining Bühler in 1999 as Internal Group Auditor, he worked as Auditor for Ernst & Young, Zurich. In April 2020, he joined the Interroll Group as Chief Financial Officer (CFO). He holds no Board of Directors' mandates.

Maurizio Catino (born 1977, Italian)

Chief Sales Officer (CSO)

graduated in Electronic Engineering from the Politecnico di Torino in 2002, Mr. Catino has extensive experience in the automotive sector. He began his career with the FCA Group, focusing on cost analysis and production optimization projects. Transitioning into the automation industry, he started his sales career as a Global Key Account Manager for major automotive end users with a Japanese company. In 2013, Mr. Catino joined the Interroll Group, where he successfully established the new Italian branch as General Manager. He later served as Global Industry Manager for the automotive and tire market. From 2018, he held the role of Senior Director Global Sales & Services. In July 2020, Mr. Catino was appointed Executive Vice President Global Sales & Solutions and became a member of Group Management. In 2023, he assumed the position of Chief Sales Officer (CSO), taking on additional responsibility for the Marketing, Service, and Project Management teams. He holds no Board of Directors' mandates.

Alp Ayhan Demirel (born 1972, German)

Chief Operating Officer (COO)

graduated from Nuremberg Institute of Technology with a degree in business management. He has more than 25 years of experience in production management. His previous roles include Vice President Global Plant Performance (since 2019) at Festo. Prior to that he held several management positions in the production environment at Festo, Schaeffler Technologies, Leoni, Siemens, and AEG-Electrolux-Hausgeräte. In September 2024, he joined Interroll Group as Chief Operating Officer. He holds no Board of Directors' mandates.

Richard Keely (born 1972, American)

Executive Vice President Americas

majored in Industrial Engineering at North Carolina State University and completed the AMP program at Harvard Business School. He has more than 30 years of manufacturing experience in operations and consulting. He began his career in the automotive industry and later transitioned to strategic consulting. He joined the Interroll team in 2006 as Vice President of Manufacturing/General Manager for Interroll Wilmington. In 2011, he was promoted to Senior Vice President of Operations for the Americas. In 2018, he joined Interroll Group as Executive Vice President Americas and is a member of Interroll Group Management. He holds no Board of Directors' mandates.

––– ––– –––

Dr. Ben Xia (born 1966, Chinese)

Executive Vice President Asia-Pacific

graduated with a Bachelor of Science degree in Electrical Engineering from Shanghai Jiaotong University, China. He then studied Electrical Machinery at the Moscow Power Engineering Institute, Russia, and holds a PhD in Electrical Engineering (Dr. Ing.). He also passed the Advanced Management Program for Senior Executives at the China Europe International Business School (CEIBS) in Shanghai, China. After working for Pirelli Cables Asia-Pacific as Marketing Manager, he held positions as General Manager of Shanghai Citel Electronics Co. Ltd. and Managing Director of Vanderlande Industries North Asia. In 2013, he joined the Interroll Group as Executive Vice President Asia-Pacific and is a member of Interroll Group Management. He holds no Board of Directors' mandates.

^* Ingo Steinkrüger left Interroll Holding AG at the end of February 2025, see also chapter 14 of this report.

––– ––– –––

Other activities and vested interests

None of the Group Management members has any activities in other companies in accordance with art. 626 para. 2 no. 1 of the Swiss Code of Obligations.

Number of permitted activities

In accordance with art. 24 of the Articles of Incorporation (available at: https://investors.interroll.com/about-interroll/corporate-governance/downloads), a member of Group Management may not hold more than four mandates in other companies, of which no more than two additional mandates may be in listed companies. Members of the Group Management may not hold mandates as chair of the Board of Directors of other companies. Such mandates require the prior approval of the Board of Directors.

Mandates in companies controlled by Interroll Holding AG and mandates in structures managing the personal assets or family assets of members of the Group Management and/or their related parties are not subject to these restrictions.

A "mandate" is defined as any membership of the Board of Directors, group management or advisory board, or any comparable function under foreign law, of a company with an economic purpose. Mandates in different legal entities of the same group or on behalf of Interroll Holding AG or another company pursuant to art. 24 para. 1 or 2 of the Articles of Incorporation of Interroll Holding AG (including in pension funds and joint ventures) are counted as one mandate.

Management contracts

There are no management contracts with third parties.

Compensation, shareholdings and loans

Information on the compensation, shareholdings and loans to current and former members of the Board of Directors and the Group Management can be found in the Remuneration Report on pages 26 to 35 and in the Notes to the Consolidated Financial Statements on page 79 of this Annual Report.

Shareholders' participation rights

Representation and restriction of voting rights

The governing shareholders' participation rights comply with the statutory provisions of the Swiss Code of Obligations. Voting rights may only be exercised if the shareholder is entered in the share register of Interroll Holding AG as a shareholder with voting rights. Shares held in treasury by the company do not carry voting rights. Irrespective of the share capital ownership, no shareholder or beneficial owner

of shares – through their own or represented shares – may directly or indirectly exercise more than 5% of the total votes. Individual nominees are, however, entitled to exercise more than 5% of the total number of votes if they disclose the identity of the beneficiaries they represent and if the respective beneficiaries as a whole do not exercise more than 5% of the voting rights. A cancellation of the statutory voting right restrictions requires a resolution of the General Meeting of Shareholders with a simple majority of the votes cast.

Shareholders may be represented by a third party. Representatives must identify themselves by means of a written power of attorney. Furthermore, shareholders may issue powers of attorney and instructions to the independent proxy in writing or electronically.

Information on restrictions on transferability and nominee registrations is provided in Chapter "Capital structure" on page 12.

Statutory quorum

Subject to contrary statutory or legal provisions, the general meeting of shareholders ("General Meeting of Shareholders") is quorate irrespective of the number of shareholders present and the shares represented by proxy.

Convocation of the General Meeting of Shareholders

The invitation to the General Meeting of Shareholders is sent by letter or electronically at least 20 days prior to the General Meeting of Shareholders to the shareholders entered in the share register.

Agenda and inclusion of items on the agenda

The invitation to the General Meeting of Shareholders has to include all items on the agenda as well as all motions put forward by the Board of Directors and, if applicable, by shareholders who have called for a General Meeting of Shareholders or the inclusion of an item on the agenda. No resolutions shall be passed on motions relating to items that have not been announced in the requisite manner, with the exception of those motions relating to the convocation of an extraordinary General Meeting of Shareholders or the execution of a special investigation.

Shareholders who together represent at least 0.5% of Interroll Holding AG's share capital or voting rights may, at least 40 days in advance of the General Meeting of Shareholders concerned, request in writing that (a) an item be placed on the agenda of the General Meeting of Shareholders, provided they submit proposals at the same time, or that (b) proposals concerning agenda items are included in the invitation convening the General Meeting of Shareholders.

Registration in the share register

Ten days prior to a General Meeting of Shareholders until the day after the General Meeting of Shareholders has been held no entries are made into the share register of Interroll Holding AG.

––– ––– –––

Change of control and defense measures

Obligation to make an offer

There are no statutory regulations regarding opting-up and opting-out.

Change of control clauses

There are no agreements for severance pay or other agreements and plans benefiting the members of the Board of Directors or the Group Management in the event of a change in control or upon termination of a contract of employment.

Transparency on non-financial matters

Information on environmental issues (in particular Interroll's CO2 targets), social issues, employee issues, respect for human rights and the fight against corruption can be found in the Sustainability Report, which is made available as a PDF document under the following link no later than 20 days prior to the next Annual General Meeting: https://investors.interroll.com/about-interroll/corporategovernance/annual-general-meeting

Auditors

Duration of the mandate and term of office of the lead auditor

By decision of the AGM of May 3, 2024, Interroll Holding AG has appointed PricewaterhouseCoopers (PwC) as auditors for another term of one year as its auditing company. PwC has been the Group Auditor of the Interroll Group since 2011. Gerhard Siegrist has been the lead auditor with audit responsibility since the financial year 2019.

Audit and additional fees

The audit fees charged by PwC for the audit of fiscal year 2024 amounted to CHF 0.6 million. The audit fees charged by PwC in 2023 amounted to CHF 0.7 million. The previous year's audit fee where higher due to the additional audit work performed with the introduction of the SAP S/4HANA ERP. In the financial year 2024, PwC charged CHF 0.0 million for consultancy services (previous year: CHF 0.0 million.

Supervisory and control instruments pertaining to the audit

The Audit Committee is responsible for evaluating the external audit. The external auditors prepare an audit report to be submitted to the Board of Directors. At least two consultations are held each year between the external auditors and the Audit Committee. Material findings for each entity as well as

for the consolidated accounts are presented in the "Detailed report to the Audit Committee and to the Board of Directors for the year end December 31, 2024" where these are discussed in detail.

Information policy

Contact

Interroll maintains an active, open, timely, transparent and simultaneous information policy towards all stakeholders. Therefore, the CEO and the CFO are available as direct contacts. Contact can be established at any time via investor.relations@interroll.com.

At https://investors.interroll.com/financial-information/financial-information/news-service-subscription, interested persons can subscribe to a mailing list in order to receive, for example, ad hoc announcements or further company information. All published media releases of the Interroll Group of the last years are available at https://investors.interroll.com/news.

Headquarters:

Interroll Holding AG Via Gorelle 3 6592 Sant'Antonino Switzerland www.interroll.com

Reports on the course of business

The Interroll Group publishes comprehensive financial reports twice a year: for the first half of the year and for the full financial year. In addition to the financial results that are presented in accordance with IFRS, shareholders and financial markets are regularly informed of significant changes and developments.

Source of information

Half-year and annual reports, as well as the sustainability report, can also be downloaded as PDF documents fromhttps://investors.interroll.com/download-center. Since 2021, Interroll also offers online versions of its reports at https://investors.interroll.com/reporting/annual-report-2024/overview. Shareholders recorded in the share register may request the Annual Report in printed form and register for automatic delivery of the Annual Report with the Investor Relations department investor.relations@interroll.com. The financial calendar can be accessed at https://investors.interroll.com/financial-information/financial-information/financial-calendar.

Quiet periods

In October 2024, the insider guidelines of Interroll Holding AG have been updated and the general trading blackout periods have been newly defined. Going forward, the general trading blackout periods start (i) with respect to the annual report on January 3 or, if this is not a trading day, on the first following trading day and end one trading day immediately following the publication of the annual report and (ii) with respect to the half-year report on July 1 or, if this is not a trading day, on the first following trading day and end one trading day immediately following the publication of the half-year report. For the year 2024, the trading blackout periods lasted from January 3 up to and including March 14, 2024, regarding the Annual Report 2023, and from July 1 up to and including July 31, 2024, regarding the Half-Year Report 2024.

Deadlines for the trading blackout periods were communicated to the addressees via e-mail. In this context, the addressees were also informed that insider information must be treated as strictly confidential and must not be disclosed to non-insiders (including family members), either inside or outside Interroll. It was also pointed out that trading recommendations are not permitted and that noninsiders who act on the basis of insider information ("tipsters") may be subject to criminal prosecution.

The addressees of the trading blackout periods included all members of the Board of Directors and Group Management, all Corporate Finance employees worldwide, the Investor Relations department and other employees that have access to insider information.

Significant changes since the balance sheet date

Markus Asch resigned from the Board of Directors effective as of March 3, 2025. On March 1, 2025, Markus Asch took over as CEO of Interroll Holding AG from Ingo Steinkrüger who left Interroll Holding AG at the end of February 2025.

<-- PDF CHUNK SEPARATOR -->

––– ––– –––

Remuneration Report

Introduction	27
Basic principles of remuneration	27
Remuneration of the Board of Directors	28
Remuneration of the Group Management	30
Report of the statutory auditor to the General Meeting	36
of Interroll Holding AG Sant'Antonino

Introduction

The remuneration report provides information on the principles of the remuneration policy, the management process and the remuneration of the Board of Directors of Interroll Holding AG (hereinafter referred to as the Board of Directors) and the Group Management of Interroll Holding AG and its subsidiaries (hereinafter referred to as the Interroll Group). It complies with art. 734 et seq. of the Swiss Code of Obligations ("CO"), the Directive on Information on Corporate Governance of the SIX Swiss Exchange, the principles of the "Swiss Code of Best Practice for Corporate Governance" of Economiesuisse and the articles of incorporation of Interroll Holding AG ("Articles of Incorporation"). This remuneration report 2024 has been further improved in terms of transparency and comprehensibility to ensure the best possible comprehensibility for the reader.

Basic principles of remuneration

A fair and transparent remuneration system should contribute to the sustainable development and safeguarding of the Interroll Group's business success and be in line with the strategic objectives adopted by the Board of Directors. The remuneration system of Interroll Group is in line with the corporate strategy. It is designed to reward short- and long-term targets appropriately and in a comprehensible manner, enabling Interroll to attract, develop, train and retain the best people in their field and in the industry.

The Interroll Group's remuneration policy is based on the following principles:

• The remuneration of the Board of Directors comprises exclusively a fixed, task-related remuneration in cash but no variable component. This ensures the independence of the Board of Directors in its supervision of the Group Management.
• The ratio between fixed and variable remuneration for members of the Group Management should be reasonable, balanced and transparent. This is particularly intended to ensure that the continued success of the company, i.e., the medium- and long-term interests of the company, is not adversely affected by the risk appetite of individuals.
• Remuneration takes due account of the individual's responsibility and specific contribution to the company's success as well as the workload of the respective role, thereby ultimately also ensuring that remuneration is competitive.
• Share programs are a component of the Group Management's remuneration and intend to reward the achievement of long-term Group targets in the interest of the company's shareholders and to reward long-term entrepreneurial performance.

Organization, responsibilities and decision-making powers

Board of Directors

The Board of Directors is responsible for determining the principles of the remuneration policy and the management process. It is supported in this by the Remuneration and Nomination Committee. The Board of Directors decides on the remuneration of the members of the Board of Directors and the Group Management and submits these proposals to the Annual General Meeting (hereinafter also referred to as the AGM) for approval.

––– ––– –––

In accordance with art. 22bis (Total Remuneration of the Board of Directors and the Management) of the Articles of Incorporation, the Board of Directors determines the fixed remuneration of the members of the Board of Directors for the period until the next AGM and the total remuneration of the Group Management for the next financial year, in each case subject to approval by the AGM. Both the fixed remuneration of the Board of Directors and the total remuneration of the CEO are determined by the Remuneration and Nomination Committee and submitted to the Board of Directors for approval, subject to approval by the AGM. The total remuneration of the other members of the Group Management is determined by the CEO and submitted to the Remuneration and Nomination Committee for approval by the Board of Directors, subject to approval by the AGM.

Remuneration and Nomination Committee

In accordance with the Articles of Incorporation, the Remuneration and Nomination Committee consists of two or more members of the Board of Directors, each of whom is elected individually by the AGM for a term of office until the conclusion of the next AGM.

The Remuneration and Nomination Committee prepares all proposals and decision-making bases for the remuneration of the Board of Directors and Group Management for the attention of the Board of Directors in accordance with art. 23bis (Remuneration Committee) of the Articles of Incorporation. Its main tasks include:

• Proposal and regular review of the remuneration policy of the Interroll Group
• Proposal and draft of the remuneration regulations for the Board of Directors and the Group Management
• Proposal and determination of the remuneration principles for the next financial year
• Proposal on the remuneration of the members of the Board of Directors
• Proposal on the remuneration of the CEO and of the other members of the Group Management
• Proposal on the terms of employment, significant changes to existing employment contracts of the Group Management and on other strategic personnel decisions

For information on the number of and attendance at regularly scheduled meetings of the Remuneration and Nomination Committee in the financial year 2024, see page 19 of the Corporate Governance Report 2024 of the Interroll Group.

Annual General Meeting

At the Annual General Meeting of Interroll Holding AG on June 6, 2025, the Board of Directors will propose for approval by the Annual General Meeting the maximum possible total remuneration of the Board of Directors for the period until the Annual General Meeting 2026 and the maximum possible total remuneration of the Group Management for the financial year 2025. The voting modalities for approving the remuneration of the Board of Directors and the Group Management are set out in the Articles of Incorporation under art. 12bis (Remuneration of the Board of Directors and Management). The Articles of Incorporation are available under https://investors.interroll.com/ about-interroll/corporate-governance/downloads

Overview of responsibilities of the Remuneration and Nomination Committee, Board of Directors and Annual General Meeting

Stages of authorization	Recommendation	Review	Authorization
Principles of remuneration (Articles of Incorporation)	Remuneration & Nomination Committee	Board of Directors	Annual General Meeting (mandatory vote)
Detailed remuneration model (remuneration regulations)	Remuneration & Nomination Committee	Board of Directors	Board of Directors
Maximum total remuneration of the Board of Directors	Remuneration & Nomination Committee	Board of Directors	Annual General Meeting (mandatory vote)
Individual remuneration for members of the Board of Directors	Remuneration & Nomination Committee	Board of Directors	Board of Directors
Maximum total remuneration of Group Management	Remuneration & Nomination Committee	Board of Directors	Annual General Meeting (mandatory vote)
Remuneration of the CEO	Remuneration & Nomination Committee	Board of Directors	Board of Directors
Individual remuneration for all other members of Group Management	CEO	Remuneration & Nomination Committee	Board of Directors

Remuneration of the Board of Directors

Remuneration model

The members of the Board of Directors exclusively receive a fixed, task-related remuneration in cash but no variable component. In this way, the Interroll Group ensures the independence of the Board of Directors in its supervision of the Group Management. The remuneration of the members of the Board of Directors takes into account the high level of responsibility of the Board of Directors and the functions and duties performed by the respective Board member. The total annual remuneration for each member of the Board of Directors consists of an annual base fee and additional fees for service on committees. It is paid annually in cash in November.

Apart from the reimbursement of actual travel expenses, the members of the Board of Directors do not receive any lump-sum compensation for business expenses.

With the payment of the annual total remuneration to the members of the Board of Directors of Interroll Holding AG, all mandates held by the members of the Board of Directors at Interroll Holding AG and directly or indirectly controlled group companies are compensated in full, unless otherwise stated herein.

––– ––– –––

The remuneration of the Board of Directors is subject to customary social security contributions, which are borne in full by Interroll Holding AG.

Total remuneration for the 2024 term of office (audited)

The total remuneration of the members of the Board of Directors is disclosed in accordance with art. 734a CO as follows:

			Shares /	Social security		Total
in thousands CHF		Cash	options		contributions* Other benefits	remuneration
Paul Zumbühl
2024	C	340				340
2023	C	340		—		340
Markus Asch
2024	VC, CRC	150		25		175
2023	VC, CRC	150		25		175
Elena Cortona
2024	CSC	110		18		128
2023		100		16		116
Stefano Mercorio
2024	RC, AC	120		24		144
2023	RC, AC	120		24		144
Susanne Schreiber
2024	CAC	110		18		128
2023	CAC	110		18		128
Ingo Specht **
2024	SC	110		18		128
2023		100		16		116
Total Board of Directors
2024		940	—	103	—	1,043
2023		920	—	99	—	1,019

C: Chairman of the BoD; VC: Vice Chairman of the BoD; CAC: Chair of the Audit Committee; AC: Audit Committee; CRC: Chair of the Remuneration and Nomination Committee; RC: Remuneration and Nomination Committee; CSC: Chair of the Sustainability Committee; SC: Sustainability Committee.

2023 = term of office from the 2023 AGM to the 2024 AGM; 2024 = term of office from the 2024 AGM to the 2025 AGM

^* Social security contributions include contributions to AHV/IV on both sides.

^** In addition to remuneration as a member of the Board of Directors, Ingo Specht receives remuneration as Managing Director of Interroll SA as follows: 2024 (2023) Cash 314 (303), social security contributions 145 (146), other benefits 26 (26), total 485 (475)

Assessment of the total remuneration for the 2024 term of office

The total remuneration of CHF 1,043,000 (previous year: CHF 1,019,000) paid to the Board of Directors for the term of office from the 2024 AGM to the 2025 AGM is less than the total amount of CHF 1,100,000 approved at the 2024 Annual General Meeting. Compared to the previous year, each member of the newly created Sustainability Committee received an additional fee of CHF 10,000 for the additional duties assumed in the function as a member of the Sustainability Committee.

Other benefits (audited)

During the reporting period, no other payments, whether in cash or in kind, or other remunerations, such as commissions for the acquisition or transfer of companies or parts thereof, were made to any member of the Board of Directors or to any person related to any member of the Board of Directors.

Loans and credits (audited)

The terms and conditions for any loans and credits to the members of the Board of Directors are set out in art. 22bis (Total Remuneration of the Board of Directors and the Management) of the Articles of Incorporation.

In the reporting period, no group company of the Interroll Group has granted any loan or credit to any member of the Board of Directors nor to any person related to any member of the Board of Directors. As of December 31, 2024, no loans or credits to any member of the Board of Directors or to any person related to any member of the Board of Directors were outstanding.

Contractual terms

There are no agreements with or claims of any member of the Board of Directors for the payment of a severance payment, nor was any such payment made during the reporting period, whereby remuneration that is owed until the end of the contractual relationship is not considered to be a severance payment. None of the contracts concluded with a member of the Board of Directors based on which the remuneration of the respective member of the Board of Directors is based, exceeds the term of office of the respective member of the Board of Directors.

Activities at other companies (audited)

The number of activities of the members of the Board of Directors in other companies within the meaning of art. 626 para. 2 no. 1 CO during the financial year 2024 are disclosed below: ––– ––– –––

	Company	Board	Function
Paul Zumbühl	Schlatter Industries AG (stock listed)	Board of Directors	President (until 06.05.25)
	Mikron Holding AG (stock listed)	Board of Directors	President
	Zumbühl Management AG	Board of Directors	Member of the Board of Directors
Markus Asch	Rittal International Stiftung & Co. KG und Rittal GmbH & Co. KG	Group Management	Chief Executive Officer (until 31.10.2024)
	Condividi GmbH & Co. KG Management		Managing Partner
	Valorata GmbH	Management	Managing Partner
Dr. Elena Cortona	Belimo Holding AG	Group Management	Chief Technology Officer
	Innosuisse	Innovation Council	Member of the Innovation Council
Stefano Mercorio	Mercorio Maiocco Valentini & Partners	Partner	Founding Partner
	Fondazione Italiana per la Ricerca in Reumatologia – FIRA ETS	Board of Directors	Member of the Board of Directors
	Alex Servizi S.r.l.	Board of Directors	President
Susanne Schreiber	Bär & Karrer AG	Board of Directors	President
Ingo Specht	TiTop Sagl	Management	Managing Director

The provisions of art. 24 (External Mandates) of the Articles of Incorporation are complied with.

Participation rights and options to receive such rights of the Board of Directors (audited)

As of December 31, 2024, the members of the Board of Directors (including their related parties), each held the following participation rights in Interroll Holding AG. None of these persons held any options to receive such rights as of December 31, 2024:

		Shares per 31.12.		Share of voting rights in % as of 31.12.
in thousands CHF	2024	2023	2024	2023
Paul Zumbühl	21,966	22,565	2.71	2.76
Chairman
Markus Asch
Vice Chairman	—	—	—	—
Elena Cortona
Member	15	15	—	—
Stefano Mercorio
Member	—	—	—	—
Susanne Schreiber
Member	15	15	—	—
Ingo Specht **
Member	—	14,000	—	1.71
Total	21,996	64,695	2.71	4.48

^**In the annual report 2023, the number of shares held by Ingo Specht was mistakenly stated as 42,100, which is the number of shares held by the Specht family as disclosed in note 2.5 on page 80 under significant shareholders.

Remuneration of the Group Management

Objectives

The compensation system applicable to the Group Management is designed to ensure that the Group Management focuses on long-term and sustainable value creation of the Interroll Group and does not pursue short-term profit maximization. Such long-term thinking is one of the four defined values of the Interroll Group. In addition, the compensation system is designed to ensure that the Group Management participates in long-term value creation of the Interroll Group through its commitment and influence, while at the same time bearing the entrepreneurial risk as a shareholder (and co-owner) and identifying with the values of the Interroll Group.

Remuneration model

Each year, an individual remuneration agreement is concluded with each member of the Group Management, setting out the planned total remuneration. In accordance with art. 22bis (Total Remuneration of the Board of Directors and Management), the planned total remuneration of the members of the Group Management consists of a fixed remuneration in cash and a variable, performance-related remuneration, one part of which is paid in cash (which may, at the discretion of the respective member of the Group Management, also be paid partly or entirely in shares) (hereinafter referred to as "Short-Term Incentive") and another part of which is paid in the form of shares with a four-year blocking period based on the share plan of the Interroll Group (hereinafter referred to as "Long-Term Incentive"). In addition, other benefits and social security contributions are paid, see the table on page 34.

––– ––– –––

The Short-Term Incentive is based on the annual budget and is determined annually on the basis of the achievement of the performance targets defined for the Short-Term Incentive for the financial year in question (see the explanatory information on the Short-Term Incentive below).

In contrast, the Long-Term Incentive is based on a five-year plan (and not on the annual budget) and is determined annually on the basis of the achievement of the long-term financial performance targets, which are set for a five-year period for all members of the Group Management (see the explanatory information on the Long-Term Incentive below). This is intended to encourage the Group Management to focus on long-term and sustainable value creation of the Interroll Group.

By awarding parts of the variable remuneration each year in shares with a four-year blocking period based on the Interroll Group's share plan, the achievement of sustainable results and a long-term focus on the interests of stakeholders is further promoted.

The planned total remuneration is determined on the basis of the following main criteria and the conditions of the market for top managers (industry) in the respective country:

• Professional and market-related experience
• Complexity of the area of responsibility
• Global responsibility of the function
• Specific personal performance contribution of the holder of the position to the long-term strategic development and value enhancement of the Interroll Group

Depending on personal performance and the development of the business, the actual total remuneration may be higher or lower than the planned total remuneration.

The planned total remuneration includes all remuneration paid by companies of the Interroll Group to the members of the Group Management for all their activities within the Interroll Group, regardless of whether these activities (based on one or more separate employment contracts) are performed for one or more group companies of the Interroll Group in Switzerland or abroad.

The Interroll Group consults external consultants on a case-by-case basis when structuring and determining the remuneration. When new appointments are made to the Group Management, market comparisons for top management positions (industry) are carried out with the respective recruitment consultants and consulted to determine the remuneration.

––– ––– –––

In addition, regular comparisons are made on the basis of detailed salary studies, e.g. Kienbaum or Mercer salary study for top managers (industry). The last comparison took place in December 2024 and the next comparison is planned to take place in 2 years time. The reference group used consists primarily of comparable companies in the manufacturing industry and production. In principle, such comparisons are based on a median positioning and adjustments are made where necessary.

Overview: Composition of the planned total remuneration for the Group Management

Definition	Instrument	Purpose
Fixed remuneration	Monthly cash payments	Remuneration for performance of the function and all qualifications required to perform the role
Variable remuneration (Short-Term Incentive)	Annual cash payment (which may, at the discretion of the respective member of the Group Management, also be paid partly or entirely in shares which are generally subject to a four-year blocking period)	Remuneration for the achievement of financial and individual targets inthe reporting year, which are set annually on the basis of the budget for the relevant financial year
Variable remuneration (Long-Term Incentive)	Annual allocation of shares which are generally subject to a four-year blocking period	Remuneration for the achievement of long-term financial targets in the reporting year, which are set on the basis of a five-year plan and fixed for a period of five years Promoting sustainable results and a long-term focus on the interests of stakeholders
Social security contributions and other benefits	Retirement provision, insurance and non-monetary benefits	Protection against risks and coverage of business expenses (vehicle)

Fixed remuneration

The fixed remuneration is paid monthly in cash. The amount of the fixed remuneration is determined contractually and usually remains unchanged for 3 to 5 years for the same role. Adjustments may be made on the basis of individual performance and in the event of any changes to the area of responsibility.

Variable remuneration (Short-Term Incentive)

The Short-Term Incentive rewards the achievement of financial and individual performance targets during the respective financial year. The financial and individual performance targets are set annually based on the budget for the respective financial year and separately for each member of the Group Management. For the calculation of the Short-Term Incentive, the financial performance targets are weighted at approximately 70% and the individual performance targets are weighted at approximately 30%.

The financial performance targets include sales, operating profit margin and individual targets. The financial and individual targets are weighted uniformly for all members of the Group Management.

Financial and individual targets for the Short-Term Incentive and their weighting:

Short-Term Incentive targets	Importance	Explanation	Weighting
Sales	Measures market position, innovation	Yearly defined target	35 %
Operating profit margin (EBIT in %)	Measures profitability	Yearly defined target	35 %
Individual targets	Measures individual performance	Approx. 50-67% function related targets Approx. 33-50% ESG targets	30 %

In addition to the financial performance targets, three to five individual performance targets for the respective financial year that are measurable and of high strategic relevance are set for each member of the Group Management. These individual performance targets may include, for example, the innovation or market launch of new products, the development of new markets and customer segments, or the successful integration of an acquisition. They further include sustainability targets such as the reduction of CO2 emissions, the reduction of the lost time incidence rate and other sustainability targets in line with ESG (Environmental, Social, Governance) sustainability requirements, which the Board of Directors has set on the basis of the ESG roadmap. The share of the sustainability targets in the individual performance targets is approx. 33-50%.

In accordance with art. 22bis (Total Remuneration of the Board of Directors and the Management) of the Articles of Incorporation, the Short-Term Incentive of the CEO at plan amounts to approx. 50% of the fixed remuneration. For the other members of the Group Management, the Short-Term Incentive at plan amounts to approx. 25-30% of the fixed remuneration. If the financial and individual performance targets are exceeded, the Short-Term Incentive for the CEO is limited to approx. 75% of the fixed compensation and for the other members of the Group Management to approx. 50% of the fixed compensation.

The Short-Term Incentive is paid out annually either entirely in cash or – at the discretion of the respective member of the Group Management – partially or entirely in the form of shares based on the Interroll Group's share plan. The shares allocated under the share plan are blocked for a period of four years, although this blocking period may be prematurely lifted if certain conditions arise, e.g. in the event of death or invalidity or upon the occurrence of a change of control. As regards the election and share allocation modalities, see page 34.

When determining the amount of the Short-Term Incentive, the Remuneration and Nomination Committee may in exceptional cases deviate in favor of a member of the Group Management from the remuneration agreement concluded with the respective member of the Group Management if the failure to achieve the targets is solely a result of external factors.

Weighting of the Short-Term Incentive in relation to fixed remuneration:

Short-Term Incentive in relation to fixed remuneration

Role within the Group Management	Min.	Plan	Max.1)
Group CEO	0%	approx. 50%	approx. 75%
Other members of the Group Management	0%	approx. 25-30%	approx. 50%

¹⁾ Maximum value for capping the Short-Term Incentive; not a target to be achieved.

Variable remuneration (Long-Term Incentive)

The Long-Term Incentive in terms of KPIs (key performance indicators) sets longer-term targets to reward the sustainable development of Interroll Group's financial success. 4 performance parameters are determined in comparison to a predefined benchmark set for a planning period of 5 years. This benchmark includes two perspectives: on the one hand, the relative positioning of Interroll Group compared to companies with a solid market position and comparable size within the relevant industry (material handling in Europe, USA, Asia) and, on the other hand, internal performance parameters derived from the 5-year plan (KPIs). The KPIs for the Long-Term Incentive are average targets (as thresholds) over a 5-year period, which may be exceeded or fallen short of. The KPIs remain constant during the planning period and balance the level and quality of success over the longer term. The Long-Term Incentive is equally weighted for all members of the Group Management and based on the following targets:

Financial performance targets for the Long-Term Incentive and their weighting:

Long-Term Incentive targets	Explanation (long-term effect)	Weighting
Long-term sales growth	Market share expansion, innovation, global expansion etc.	25%
Long-term EBIT margin development	Profitability (market position, cost management)	25%
Long-term Return on Net Asset Development (RoNA)	Management of current and fixed assets	25%
Long-term gross margin development (GM)	Pricing power, procurement strength	25%

The Long-Term Incentive is paid annually in the form of shares based on the share plan of Interroll Holding AG. In this way, the achievement of the objective that the Group Management participates in the long-term value creation of the Interroll Group through its commitment and influence, while at the same time bearing the entrepreneurial risk as a shareholder (and co-owner) and identifying with the values of the Interroll Group, is further promoted.

In accordance with art. 22bis (Total Remuneration of the Board of Directors and the Management) of the Articles of Incorporation, the Long-Term Incentive of the CEO at plan amounts to approx. 15% of the fixed remuneration. For the other members of the Group Management, the Long-Term Incentive at plan amounts to approx. 5-10% of the fixed remuneration. If the financial performance targets are

exceeded, the Long-Term Incentive for the CEO is limited to approx. 25% of the fixed compensation and for the other members of the Group Management to approx. 15% of the fixed compensation.

––– ––– –––

Weighting of the Long-Term Incentive in relation to fixed remuneration:

Long-Term Incentive in relation to fixed remuneration
Role within the Group Management	Min.	Plan	Max.
Group CEO	0%	approx. 15%	approx. 25%
Other members of the Group Management	0%	approx. 5-10%	approx. 15%

Share plan

The variable compensation components rewarded to the members of the Group Management in the form of shares based on Interroll Holding AG's share plan are blocked for a period of four years. This blocking period may be prematurely lifted if certain conditions arise, e.g. in the event of death or invalidity or upon the occurrence of a change of control.

Allocation modalities:

The Long-Term Incentive is entirely rewarded in the form of shares. The Short-Term Incentive can also be rewarded partly or entirely in shares. For the Short-Term Incentive each member of the Group Management must notify the company by no later than December 15 of the relevant financial year, indicating if and to what extent the short-term variable compensation is to be rewarded in the form of shares. Otherwise the respective member of the Group Management will not be allocated any shares from the Short-Term Incentive.

The relevant conversion price applicable to the number of shares allocated is the respective stock market price on December 31 of the respective financial year (2024), less the deduction permitted for tax purposes for the duration of the blocking period of 20.79%. The allocation takes place in the first quarter of the new financial year (2025) after the audited results of the past financial year are available.

Total remuneration for the financial year 2024 (audited)

The remuneration of the members of the Group Management is determined in accordance with art. 734 et seq. CO, the Directive on Information on Corporate Governance of the SIX Swiss Exchange, the principles of the "Swiss Code of Best Practice for Corporate Governance" of Economiesuisse and the Articles of Incorporation as follows:

			Remuneration (net)
in thousands CHF	Fix	Variable Cash1)	Variable Shares2/3)	Social security contributions4)	Other benefits	Total remuneration
CEO (highest amount)						—
2024	476	216	59	250	31	1,032
2023	474	126	77	280	31	988
Other Group Management
2024	1,220	310	355	331	123	2,339
2023	1,523	355	431	483	143	2,935
Total Group Management
2024	1,696	526	414	581	154	3,371
2023	1,997	481	508	763	174	3,923

¹⁾ The difference between the provision recognized in the previous year and the bonuses actually paid is offset against the planned variable remuneration in the reporting year.

Explanation of the calculation method

The calculation method according to IFRS differs in two points from the calculation of the remuneration of the Board of Directors and the Group Management in accordance with the art. 734a et seq. CO:

• Compensation for company vehicles is calculated in accordance with IFRS on the basis of the expenses recognized in the financial statements, including depreciation/lease installments. According to the Swiss Code of Obligations, monthly 0.9% of the acquisition value of the vehicles is calculated.
• In accordance with IFRS, share-based payments are calculated at market value on the date of allocation. Under the Swiss Code of Obligations, shares are valued at tax value, which is derived from the market value. As a result of the blocking period granted, the tax value is reduced compared to the market value, depending on the defined blocking period.
• The difference of CHF 0.117 million (previous year: CHF 0.153 million) related to business vehicles CHF 0.008 million (previous year: CHF 0.020 million) and share-based remuneration of CHF 0.109 million (previous year: CHF 0.133 million).

Assessment of the total remuneration for the financial year 2024

The total remuneration paid to the Group Management in the past financial year of CHF 3.37 million was lower than that of the previous year (CHF 3.92 million) due to the financial and individual targets achieved and the reduced number of members to the Group Management (COO just joined in September 2024), and lower than the maximum total remuneration of CHF 4.6 million, approved at the Annual General Meeting 2024.

The total remuneration paid for the Group Management in 2024, based on the calculated target achievement in accordance with the calculation methodology described and calculated on gross compensation, was 99% (previous year: 93%) of the planned total remuneration.

The variable remuneration (Short-Term Incentive and Long-Term Incentive) for the Group Management in 2024 amounted to 39% of the fixed remuneration paid in 2024 (previous year: 31%) with a planned value of 41%. The share of the Long-Term Incentive amounted to 7% of the fixed remuneration paid in 2024 with a planned value of 8%. The share of the Short-Term Incentive amounted to 32% of the fixed remuneration paid in 2024 with a planned value of 33%. 40% of the total variable compensation was received in the form of shares. The variable remuneration for the Group Management was below plan given that the targets, particularly the targets in terms of sales growth, were not achieved.

There were no deviations from existing remuneration agreements with the members of the Group Management in the reporting year.

Other benefits and social security contributions (audited)

The other benefits and pension fund regulations are derived from the applicable local terms and conditions of employment and the corresponding legal and customary market conditions in the countries concerned, in particular Germany, the USA, China and Switzerland, and correspond to the provisions of art. 22bis (Total Remuneration of the Board of Directors and the Management) of the Articles of Incorporation. One third of the contributions to Swiss pension funds are paid by the respective member of the Group Management, with the remainder being paid by the employer.

The members of the Group Management are entitled to a company car and a cell phone for business and private purposes or a corresponding monthly lump-sum is paid. The maximum limits for the company car are regulated internally. The company car is included in the total remuneration disclosed in the above table regarding the total remuneration paid in 2024 under the header entitled "Other benefits".

With the exception of actual travel expenses, which are reimbursed to the members of the Group Management upon presentation of receipts and in accordance with the expense policy, the members of the Group Management do not receive any remuneration in excess of the total remuneration disclosed in the above table regarding the total remuneration paid in 2024. Any flat-rate expenses

²⁾ For the reporting year, no options on participation rights in Interroll Holding AG were issued to members of the Group Management.

³⁾ For the reporting year, a total of 171 treasury shares were allocated to senior employees as part of bonus plans (previous year: 211 treasury shares) with a restriction period of four years (from the date of allocation). The share-based compensation corresponds to the tax value.

⁴⁾ Social security contributions include employee and employer contributions to AHV/IV and the pension plan.

are part of the remuneration and are therefore included in the total remuneration shown in the table mentioned.

During the reporting period, no further payments, whether in cash or in kind, or other remuneration, such as commissions for the acquisition or transfer of companies or parts thereof, were paid to the members of the Group Management or to persons related to them.

Loans and credits (audited)

The terms and conditions for any loans or credits to the members of the Group Management are set out in art. 22bis (Total Remuneration of the Board of Directors and the Management) of the Articles of Incorporation.

In the reporting period, no group company of Interroll Group has granted any loan or credit to any member of the Group Management nor to any person related to any member of the Group Management. As of December 31, 2024, no loans or credits to any member of the Group Management or to any person related to any member of the Group Management were outstanding.

Contractual terms

The employment agreements concluded with the CEO and the other members of the Group Management provide for notice periods of between six and nine months and thus comply with art. 25 (Employment and Agency Agreements) of the Articles of Incorporation. There are no fixed-term employment agreements with members of the Group Management. There are no agreements with or claims of any member of the Group Management for the payment of a severance payment, nor was any such payment made during the reporting period, whereby remuneration that is owed until the end of the contractual relationship is not considered to be a severance payment.

Activities at other companies (audited)

The number of activities of the Group Management in other companies within the meaning of art. 626 para. 2 no. 1 CO during the financial year 2024 are disclosed below:

	Company	Board	Function
Alp Ayhan Demirel	D&A GmbH	Management	Managing Director

Participation rights and options to such rights (audited)

As of December 31, 2024, the members of the Group Management (including their related parties), each held the following participation rights in Interroll Holding AG. None of these persons held any options to receive such rights as of December 31, 2024:

		Shares per 31.12.	Share of voting rights in % as at 31.12.
in thousand CHF	2024	2023	2024	2023
Ingo Steinkrüger CEO	70	43	0.01	0.01
Heinz Hössli CFO	60	35	0.01	0.00
Maurizio Catino CSO	68	46	0.01	0.01
Alp Ayhan Demirel COO	—	—	—	—
Richard Keely Executive Vice President America	108	95	0.01	0.01
Dr. Ben Xia Executive Vice President Asia-Pacific	951	883	0.12	0.11
Total	1,257	1,102	0.15	0.14

Note: As per 31.12.2023 Mr. Jens Karolyi held 104 shares (left Group Management as of 01.01.2024).

Outlook

At the Annual General Meeting on June 6, 2025, the Board of Directors will propose a maximum total remuneration of CHF 1,100,000 for the term of office until the next Annual General Meeting in 2026 (previous year: CHF 1,100,000). Two changes are planned to the composition of the Board remuneration. Firstly, there will be a temporary reduction of one member on the Board during the next term of office. Secondly, the Chairman shall receive an adequate increase of his fee of CHF 90,000 (plus social costs) due to his higher workload resulting in a major contribution to the group. Due to his extensive experience at Interroll and his in-depth knowledge of customers, markets and technology, the Chairman has taken on various tasks beyond his formal role as Chairman that are valuable to the group. He will handle certain investor relations duties and support the new CEO in several strategic fields.

The maximum total remuneration for the members of the Group Management for 2025 shall be CHF 5.8 million (previous year: CHF 4.6 million). The proposed increase of CHF 1.2 million of the total remuneration is based on two reasons. Firstly, the positions of COO and CTO, which were vacant either entirely or in part in the previous year, are now filled. Secondly, additional remuneration costs are being incurred for the outgoing CEO during his notice period. As in previous years, the total remuneration for the members of the Group Management includes a reserve for contingencies and currency fluctuations and assumes that the performance targets set will be significantly exceeded. The mentioned reserve also takes into account any additional remuneration in connection with new appointments of members of the Group Management after June 6, 2025, whereby the application of art. 12bis para. 3 (Remuneration of the Board of Directors and Management) of the Articles of Incorporation is reserved irrespective of this. The total remuneration actually paid to the members of the Group Management is usually lower than the maximum approved at the Annual General Meeting, as the amount of the variable remuneration actually paid in 2025 is based on the targets actually achieved in 2025.

Report of the statutory auditor to the General Meeting of Interroll Holding AG Sant'Antonino

––– ––– –––

Report on the audit of the remuneration report

Opinion

We have audited the remuneration report of INTERROLL HOLDING AG (the Company) for the year ended December 31, 2024. The audit was limited to the information pursuant to article 734a-734f of the Swiss Code of Obligation (CO) in the tables marked 'audited' on pages 26 to 35 of the remuneration report.

In our opinion, the information pursuant to article 734a-734f CO in the remuneration report (pages 26 to 35) complies with Swiss law and the Company's articles of incorporation.

Basis for opinion

We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the 'Auditor's responsibilities for the audit of the remuneration report' section of our report. We are independent of the Company 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.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the tables marked 'audited' in the remuneration report, the consolidated financial statements, the financial statements and our auditor's reports thereon.

Our opinion on the remuneration report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the remuneration report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the audited financial information in the remuneration report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

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

Board of Directors' responsibilities for the remuneration report

The Board of Directors is responsible for the preparation of a remuneration report in accordance with the provisions of Swiss law and the Company's articles of incorporation, and for such internal control as the Board of Directors determines is necessary to enable the preparation of a remuneration report that is free from material misstatement, whether due to fraud or error. It is also responsible for designing the remuneration system and defining individual remuneration packages.

Auditor's responsibilities for the audit of the remuneration report

Our objectives are to obtain reasonable assurance about whether the information pursuant to article 734a-734f CO is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes 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 remuneration report.

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

• Identify and assess the risks of material misstatement in the remuneration 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 internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but 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 with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

PricewaterhouseCoopers AG

Gerhard Siegrist Regina Spälti Auditor in charge

Licensed audit expert Licensed audit expert

Zurich, March 12, 2025

––– ––– –––

Financial Report Interroll Group

	Consolidated balance sheet	39
	Consolidated income statement	40
	Consolidated statement of comprehensive income	40
	Consolidated statement of cash flows	41
	Consolidated statement of changes in equity	42
	Notes to the Consolidated Financial Statements	43
1	General Information on the Financial Statements	43
2	Risk Management	49
3	Changes in the scope of consolidation	51
4	Segment Reporting	52
5	Notes to the Consolidated Balance Sheet	53
6	Notes to the Consolidated Income Statement	68
7	Other disclosures on the Consolidated Financial Statements	71
	Report of the statutory auditor to the General Meeting of Interroll Holding AG Sant'Antonino	73

Consolidated Financial Statements of the Interroll Group

Consolidated balance sheet

	see
in thousands CHF	notes*	31.12.2024	in %	31.12.2023	in %
Assets
Property, plant and equipment	5.1	172,940		170,596
Intangible assets	5.3	30,457		28,235
Financial assets	0	1,482		1,910
Deferred tax assets	6.6	9,901		10,246
Total non-current assets	0	214,780	36.3	210,987	38.8
Inventories	5.5	69,764		76,666
Current tax assets	0	3,194		2,603
Trade and other accounts receivable	5.6	99,461		113,502
Cash and cash equivalents	5.7	204,105		140,269
Total current assets	0	376,524	63.7	333,040	61.2
Total assets	0	591,304 100.0		544,027 100.0

in thousands CHF	see notes*	31.12.2024	in %	31.12.2023	in %
Equity and liabilities
Share capital	0	854		854
Share premium	0	14,146		11,714
Reserve for own shares	0	-55,953		-67,248
Translation reserve	0	-115,894		-127,871
Retained earnings	0	629,054		593,363
Total equity	5.10	472,207	79.9	410,812	75.5
Financial liabilities	5.12	9,091		6,912
Deferred tax liabilities	6.6	2,534		3,514
Pension liabilities	5.14	7,319		5,092
Provisions	5.13	12,978		13,824
Total non-current liabilities	0	31,922	5.4	29,342	5.4
Financial liabilities	5.12	221		151
Current tax liabilities	6.6	13,175		21,549
Advances received from customers	5.15	20,421		29,589
Trade and other accounts payable	5.15	53,358		52,584
Total current liabilities	0	87,175	14.7	103,873	19.1
Total liabilities	0	119,097	20.1	133,215	24.5
Total liability and shareholder's equity	0	591,304 100.0		544,027 100.0

^*See notes to the consolidated financial statements, which are an integral part of this year's financial statement.

Consolidated income statement

	see
in thousands CHF	notes*	2024	in %	2023	in %
Sales	4	527,105 100.0		556,338 100.0
Material expenses		-190,195	-36.1	-208,502	-37.5
Personnel expenses	5.14 & 6.1	-165,413	-31.4	-157,349	-28.3
Increase/(decrease) in work in progress, finished products and own goods capitalized		423	0.1	-3,163	-0.6
Other operating expenses	6.3	-78,920	-15.0	-84,951	-15.3
Other operating income	6.4	7,426	1.4	3,923	0.7
Operating result before depreciation and amortization (EBITDA)	—	100,426	19.1	106,296	19.1
Depreciation	5.1	-19,596	-3.7	-18,999	-3.5
Amortization	5.3	-3,015	-0.6	-3,444	-0.6
Operating result (EBIT)		77,815	14.8	83,853	15.1
Finance expenses		-638	-0.1	-2,198	-0.4
Finance income		3,703	0.7	2,265	0.4
Finance result, net	6.5	3,065	0.6	67	0.1
Result before income taxes		80,879	15.3	83,920	15.1
Income tax expense	6.6	-18,383	-3.5	-17,571	-3.2
Result		62,496	11.9	66,349	11.9
Result attributable to:
– non-controlling interests		—	—	—	—
– owners of Interroll Holding AG		62,496	11.9	66,349	11.9
Values per share (in CHF)
Non-diluted earnings (result) per share	5.11	75.55		80.64
Diluted earnings (result) per share	5.11	75.55		80.64
Dividend per outstanding share (in CHF)		32.00		32.00

^* See notes to the consolidated financial statements, which are an integral part of this year's financial statement.

Consolidated statement of comprehensive income

in thousands CHF notes*	see	2024	in %	2023		in %
Result		62,496		66,349
Other comprehensive income
Items that will not be reclassified to income statement
Remeasurement of pension liabilities 5.14		-554		-802
Income tax		115		153
Total items that will not be reclassified to income statement		-439		-649
Items that in the future may be reclassified subsequently to income statement
Currency translation differences		-12,083		-31,624
Income taxes		—			—
Total items that in the future may be reclassified subsequently to income statement		-12,083		-31,624
Other income		-12,522		-32,272
Comprehensive income		49,973		34,076
Result attributable to:
– non-controlling interests		—	—		—	—
– owners of Interroll Holding AG		49,973	9.5	34,076		6.1

^* See notes to the consolidated financial statements, which are an integral part of this year's financial statement.

Consolidated statement of cash flows

see
in thousands CHF notes*	2024	2023
Result	62,496	66,349
Depreciation, amortization and impairment 5.1 & 5.3	22,611	22,443
Loss/(gain) on disposal of tangible and intangible assets 6.3 & 6.4	465	307
Financial result, net 6.5	-3,065	-67
Income tax expense 6.6	18,383	17,571
Changes in inventories	11,538	25,547
Changes in trade and other accounts receivable	16,802	10,399
Changes in trade and other accounts payable	-10,057	-12,017
Changes in provisions, net 5.13	307	5,202
Income tax paid	-28,121	-19,991
Personnel expenses on share-based payments 6.1	595	637
Other non-cash expenses/(income)	53	-3,149
Cash flow from operating activities	92,007	113,231
Acquisition of property, plant and equipment 5.1	-13,598	-17,489
Acquisition of intangible assets 5.3	-2,726	-6,322
Acquisition of financial assets	-398	-1,160
Proceeds from disposal of property, plant and equipment 5.1 & 5.3	515	534
Repayment of financial assets	1,090	5
Acquisition of subsidiaries, net of cash acquired 3	-2,785	0
Interest received	3,263	2,265
Cash flow from investing activities	-14,639	-22,167
Dividends paid	-26,472	-26,280
Sale of treasury shares	13,132	8,186
Proceeds from financial liabilities	0	3.00
Repayment of financial liabilities	-2,136	-2,102
Interest paid	-292	-265
Cash flow from financing activities	-15,768	-20,458
Translation adjustments on cash and cash equivalents	2,236	-9,642
Change in cash and cash equivalents	63,836	60,964
Cash and cash equivalents at 1 January	140,269	79,305
Cash and cash equivalents at 31 December 5.7	204,105	140,269

^* See notes to the consolidated financial statements, which are an integral part of this year's financial statement.

Consolidated statement of changes in equity

in thousands CHF	see notes*	Share capital		Share premium Reserve for treasury shares	Translation reserve	Retained earnings	Total equity
At 1.1.2023		854	9,673	-74,029	-96,248	553,944	394,193
Result		—	—	—	—	66,349	66,349
Other comprehensive income, net of taxes		—	—	—	-31,624	-649	-32,272
Total comprehensive income		—	—	—	-31,624	65,700	34,076
Dividend payment, net		—	—	—	—	-26,280	-26,280
Share-based payments	6.1	—	150	487	—	—	637
Sale of treasury shares incl. tax effects	5.10	—	1,892	6,294	—	—	8,186
At 31.12.2023		854	11,714	-67,248	-127,871	593,363	410,812
At 1.1.2024		854	11,714	-67,248	-127,871	593,363	410,812
Result		—	—	—	—	62,496	62,496
Other comprehensive income, net of taxes		—	—	—	12,083	-439	11,644
Total comprehensive income		—	—	—	12,083	62,056	74,140
Dividend payment, net		—	—	—	—	-26,472	-26,472
Share-based payments	6.1	—	89	506	—	—	595
Sale of treasury shares incl. tax effects	5.10	—	2,343	10,789	—	—	13,132
At 31.12. 2024		854	14,146	-55,953	-115,787	628,947	472,207

––– ––– –––

^* See notes to the consolidated financial statements, which are an integral part of this year's financial statement.

Notes to the Consolidated Financial Statements

1 General Information on the Financial Statements

General notes on the convention of preparation

The 2024 consolidated financial statements of the Interroll Group are based on the annual financial statements of Interroll Holding AG, Sant'Antonino, and its subsidiaries as of December 31, 2024, drawn up in accordance with uniform Group accounting principles. The consolidated financial statements present a true and fair view of the financial position, results of operations and cash flows in accordance with the International Financial Reporting Standards (IFRS) and comply with Swiss law.

The consolidated financial statements are based on historical cost except for marketable securities, investments not involving significant influence and derivative financial instruments, which are stated at fair value.

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. These judgements, estimates and assumptions are based on historical experience and other factors that are believed to be reasonable under the given circumstances. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis, revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements made by management in the application of IFRS that have a significant effect on the consolidated financial statements and estimates with a significant risk of material adjustment in the coming years are disclosed in note 1.2 (Critical accounting estimates and judgements).

1.1 New and amended standards (IAS/IFRS) and interpretations

The Group prepares its Annual Report in accordance with IAS/IFRS. To this end, the Group regularly assesses the effects of adjustments and renewals communicated by the International Accounting Standards Board (IASB). In the year under review, the adoption of new or revised standards and interpretations effective for the annual period beginning on or after January 1, 2024 had no significant impact on the consolidated financial statements.

––– ––– –––

Future changes and amendments to IAS/IFRS standards and interpretations

New and revised standards and interpretations have been adopted by the IASB. However, these will not be applied until January 1, 2025 or later and have not been applied early in these consolidated financial statements. The impact of the introduction/amendment of the standards and interpretations in question is considered to be insignificant.

1.2 Critical accounting estimates and judgements

When preparing the consolidated financial statements, Group Management and the Board of Directors must make estimates and assumptions concerning the future. The resulting accounting estimates have an impact on the Group's assets, liabilities, income and expenses. Additionally, these estimates have an impact on the presentation of financial statements. Estimates made are assessed continuously and are based principally on historical experiences and other factors. The resulting accounting estimates can, by definition, deviate from the actual outcome.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial years are discussed below:

a) Income tax

The holding company and its subsidiaries are subject to income taxes in various countries. Significant judgement is required in determining the required worldwide liabilities for current and deferred income taxes and the realization of tax losses carried forward. There are many transactions and calculations made for which the final tax determination is uncertain in the year under review. In case final tax assessments or tax audits of such matters are different from the amounts that were initially recorded, such differences may materially impact income tax expenses of the current period. The assessment of deferred tax assets is done with reference to business plans. Capitalized effects of losses carried forward are subject to annual review. Losses carried forward are only capitalized if they are usable under valid fiscal law in respective countries. The relevant figures are outlined in note 6.6.

b) Recoverable amount of goodwill, patents and licenses

The assessment of the recoverable amount of goodwill and other intangible assets is, by definition, subject to uncertainties regarding expected future cash flows. It requires making adequate assumptions and calculating parameters. Detailed comments and the carrying amounts can be found under note 5.3.

c) Provisions

Liabilities from warranty are a result of the operational business of the Group. These provisions are accrued at balance sheet date based on historical experience. The actual cash flow can be lower or higher, or specific requests can be covered by insurance. The assessment of provisions is, by definition, subject to uncertainties regarding future cash flows. It requires making assumptions and determining parameters, whose adequacy will only become clear in the future. We refer to comments made under notes 5.13 and 5.14, which also include the relevant carrying amounts.

1.3 Retained general accounting principles

General notes on the principles of consolidation

The consolidated financial statements of Interroll Holding AG include the parent company's financial statements and the financial statements of all directly or indirectly held Swiss and foreign subsidiaries where the parent company holds more than 50% of the voting rights, or effectively exercises control through other means.

The full consolidation method is applied, with the assets, liabilities, income and expenses fully incorporated. The proportion of the net assets and net income attributable to minority shareholders is presented separately as non-controlling interests in the consolidated balance sheet, the consolidated income statement and the consolidated statement of comprehensive income. Accounts payable to, accounts receivable from, income and expenses between the companies included in the scope of consolidation are eliminated. Intercompany profits included in inventories of goods produced are also eliminated.

Subsidiaries acquired during the year are included in the consolidated financial statements from the date on which control is obtained, while subsidiaries sold are excluded from the consolidated financial statements from the date on which control is given up. The capital consolidation at acquisition date is carried out using the purchase method. The acquisition price for such a business combination is defined by the sum of assets and liabilities acquired or incurred, measured at fair value, and of the sum of equity instruments issued. Transaction costs related to a business combination are expensed. The goodwill resulting from such a business combination is to be recognized as an intangible asset. It corresponds to the excess of the sum of the acquisition price, the amount of non-controlling interests of the entity acquired, the fair value of equity instruments already held, liabilities and contingent liabilities at fair value. There is one option per transaction for the valuation of non-controlling interests. The non-controlling interests are valued either at fair value or based on the proportion of the net assets

acquired at fair value related to the non-controlling interests. Any negative goodwill is immediately recognized in the income statement after review of the fair value of the net assets acquired and set off against the purchase price. Goodwill is subject to an annual impairment test or whenever there are indications of impairment.

Changes in the amount of the holding which do not result in a loss of control are considered to be transactions with equity holders. Any difference between the acquisition price paid or the consideration received and the amount by which the non-controlling interests' value is adjusted, is recognized in equity.

Investments in associated companies are investments where the parent company is either (directly or indirectly) entitled to 20%–50% of the voting rights, or has considerable influence through other means. Investments in associates are accounted for by applying the equity method. Under this method, the investment is initially recorded at the purchase price and subsequently increased or decreased by the share of the associate's profits or losses incurred after the acquisition, adjusted for any impairment losses. The Group's share of results of associates is recognized in the income statement and in the statement of comprehensive income under share of profit and loss of associates. Goodwill included in the purchase price, representing any excess of consideration over the Group's share in net assets of the associate, is recognized as part of the investment's carrying amount. Dividends received during the year reduce the carrying amount of such investments.

Investments in which the Group does not hold a significant position of voting rights or in which the Group holds less than 20% are not consolidated, but stated at their estimated fair value. Such investments are presented under financial assets at their estimated fair value. Any fair value adjustments are recognized in retained earnings. Fair value adjustments are recycled through the income statement at the date of disposal.

Foreign currency translation

The consolidated financial statements are presented in Swiss francs (CHF). All assets and liabilities of the consolidated foreign subsidiaries are translated using the exchange rates prevailing at the closing date. Income, expenses and cash flows are translated at the average exchange rates for the year under review. The foreign currency translation differences resulting from applying different translation rates to the statement of financial position, the income statement and the statement of comprehensive income are added to or deducted from the translation reserve item in equity. The same principle is applied for those resulting from the translation of the subsidiaries' opening net asset values at year-end rates and those arising from long-term intercompany loans (net investment approach).

Transactions in consolidated entities where the transaction currency is different from the functional currency of the entity are recorded using exchange rates prevailing at the time of the transaction. Gains or losses arising on settlement of these transactions are included in the income statement. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange

rates prevailing at year-end (closing date). Any gains or losses resulting from this translation are also recognized in the income statement.

The following exchange rates were the most important rates used for the translation of financial statements denominated in foreign currencies:

		Income statement (average rates)				Balance sheet (year-end rates)
Unit	2024	2023	Change in %		31.12.2024 31.12.2023	Change in %
1 EUR	0.953	0.972	-1.9	0.941	0.926	1.6
1 USD	0.883	0.898	-1.7	0.906	0.838	8.1
1 CAD	0.643	0.665	-3.3	0.630	0.632	-0.4
1 GBP	1.128	1.118	0.9	1.135	1.066	6.5
1 SGD	0.660	0.669	-1.3	0.664	0.635	4.7
1 CNY	0.123	0.127	-3.1	0.124	0.118	5.2
1 JPY	0.006	0.006	-8.6	0.006	0.006	-2.6

Current/non-current distinction

Current assets are assets expected to be realized within one year or consumed in the normal course of the Group's operating cycle, or assets held for trading purposes. All other assets are classified as non-current assets.

Current liabilities are liabilities expected to be settled by use of cash generated in the normal course of the Group's operating cycle or liabilities due within one year from the reporting date. These also include short-term borrowings made as part of credit limits granted for an indefinite period, but subject to a termination period of less than one year from the reporting date. All other liabilities are classified as non-current liabilities.

Segment reporting

Since January 1, 2011, the Interroll Group consists of one single business unit. The complete product range is sold in all markets through the respective local sales organizations. The customer groups that are original equipment manufacturers (OEMs), system integrators and end users are provided with tailor-made product offerings and differentiated consulting levels. The Interroll manufacturing units focus on the production of specific product ranges. Assembly units receive semi-finished products from the manufacturing units and assemble a wide product range for their local markets. The IPDC, which is centrally located, develops new application technologies and new products for all product groups. The manufacturing units continuously refine the current product ranges they are focused on.

Group Management and Interroll management structures are organized by function (Overall Management, Sales, Operations, Technology and Finance) and by region (Americas and Asia-Pacific). The Board of Directors bases its financial management of the Group on the turnover generated

in the product groups and geographic markets and on consolidated financial reports. In addition, Group Management assesses the achievement of financial and qualitative targets and other key performance indicators of all subsidiaries.

Based on the current management structure, financial reporting to the Board of Directors and Group Management is carried out in one reportable segment which is equal to the consolidated financial statements of the Group.

Statement of cash flows

The statement of cash flows shows the foreign currency-adjusted cash flow from operating activities, investing activities and financing measures. This shows the change in cash and cash equivalents (funds) between balance sheet dates. Cash equivalents are held for the purpose of meeting the Group's short-term cash commitments rather than for investment or any other purposes. The effect of foreign exchange rate changes on cash and cash equivalents in foreign currencies is disclosed separately.

Cash flow from operating activities is calculated using the indirect method, the results of the financial year are adjusted with respect to the following:

• a) effects of transactions of a non-cash nature;
• b) deferrals or accruals of past or future operating cash receipts or payments;
• c) items of income or expense associated with investments or financing transactions.

Impairments

The carrying amount of non-current nonfinancial assets, except assets from retirement benefits and assets from deferred taxes, are assessed at least once a year. If indications of an impairment exist, a calculation of the recoverable amount is performed (impairment test). For goodwill, other intangible assets with an indefinite useful lifetime and intangible assets which are not yet available for use, the recoverable amount is calculated regardless of the existence of indications of a decrease in value. If the carrying amount of such an asset or the cash-generating unit to which such an asset belongs exceeds the recoverable amount, an adjustment is recognized through the income statement. Impairments on a cash-generating unit or a group of cash-generating units are first applied to goodwill and thereafter proportionally to the other assets of the unit (or the Group).

The recoverable amount is the higher of fair value less selling costs and value in use. The estimated future discounted cash flows are evaluated to determine the value in use. The discounting rate applied corresponds to a pretax rate which reflects the risk related to the assets. If an asset does not largely generate independent cash flows, the recoverable amount for the cash-generating unit to which the asset concerned belongs is calculated.

Derivative financial instruments

Derivative financial instruments are stated at fair value.

The group does not apply hedge accounting as defined by IFRS, but uses derivative financial instruments to hedge transactions and cash flows ("economic hedging").

Changes in the fair value of such hedging instruments are recognized immediately in the income statement. The fair value of derivatives traded in public markets is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price. The fair value of derivatives that are not traded publicly (for example, over-the-counter derivatives) is determined by a valuation provided by the financial institution from which the derivative has been acquired.

1.4 Retained accounting principles: balance sheet items

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Non-current assets acquired by way of finance leases are recognized at the lower of the present value of future minimum lease payments and fair value, and depreciated accordingly. The related leasing liabilities are presented at their present value.

Depreciation is recognized on a straight-line basis over the estimated useful life and considering a potential residual value. The following useful economic life terms apply to the Group's main asset categories:

Buildings	25 years
Machinery	10 years
Vehicles	5 years
Office machines and furniture	5 years
Tools and molds	5 years
IT infrastructure	3 years

Land is not depreciated.

Components of major investments in fixed assets with different estimated useful lives are recognized separately and depreciated accordingly. Estimated useful lives and estimated residual values are revised on an annual basis as at the reporting date, and resulting adjustments are recorded in the income statement.

Assets under construction for which completion has not yet been concluded or which cannot yet be used are capitalized based on the costs incurred as at the closing date. Respective depreciation is recognized when the asset can be used.

Interest directly related to the acquisition or construction of property, plant and equipment is recognized and allocated to the related asset.

Intangible assets

Intangible assets include goodwill, intangible assets purchased in the course of business combinations (patented and unpatented technology, customer relationships), licenses and patents and similar rights acquired from third parties as well as software acquired from third parties. These assets are stated at cost and are amortized on a straight-line basis over the following expected useful lifetime:

Standard software	3 years
ERP software	8 years
Customer relationships	5–10 years
Patents, technology and licenses	6 years

Acquired customer relationships are customer values identified within the scope of IFRS 3. They are amortized based on their estimated melt-off time being a period of five to ten years. In markets in which Interroll holds a solid market position, customer value is amortized over 10 years. A shorter amortization period is defined in markets with stiff competition.

Patents and technical know-how are amortized over their expected useful life. In view of the innovative market and competitive environment, the amortization period has been determined to be six years.

Furthermore, intangible values acquired through business combinations may be identified. These result from individual contractual agreements. These values are amortized over the period derived from the contractual agreement.

Goodwill with an indefinite useful life is allocated to specific cash-generating units in order to allow the identification of possible impairments. Such impairment tests are carried out on an annual basis and any impairment is recognized in the income statement. Goodwill is considered an asset component of the acquired entity. It is reported in the functional currency of that entity, then translated to the Group's reporting currency at the year-end rate.

Non-current assets held for sale

Tangible assets or a group of assets are classified as non-current assets held for sale if their carrying amount will most probably be realized in a divestment transaction rather than by being used in the normal course of business. Such assets are actively brought onto the market and should be sold within one year. Non-current assets held for sale are presented at the recoverable amount, which is the lower of book value or fair value less costs to sell.

Inventory

Inventories are stated at the lower of cost (purchase price or Group production cost) and net realizable value. The cost of inventories is calculated using the weighted average method. Production overheads are allocated to inventories on a proportional basis. Slow-moving goods and obsolete stocks are impaired. Intercompany profits included in inventories are eliminated by affecting net result.

Shareholders' equity

Shareholders' equity is categorized as follows:

a) Share capital

The share capital contains the fully paid-in registered shares.

b) Share premium

Share premium comprises payments from shareholders that exceed the par value as well as realized gains/losses including tax on transactions with treasury shares.

c) Treasury shares

The acquisition price of treasury shares is disclosed as a reduction of shareholders' equity. Realized gains and losses on transactions with treasury shares are recognized in share premium. Compensation and cash inflows resulting from the issue and subsequent possible exercise of share options are credited to the Group's reserves.

d) Translation reserve

The translation reserve consists of accumulated translation differences resulting from the translation of Group subsidiaries' financial statements with a functional currency other than the Swiss franc and of intercompany loans with equity characteristics. The changes in currency differences are presented in the consolidated statement of comprehensive income.

e) Retained earnings

Retained earnings contain undistributed profits.

Provisions

Provisions relate to product warranties and impending losses whose amount and timing are uncertain. They are recognized if the Group has an obligation based on past occurrences at balance sheet date

or a cash drain is probable and can be reliably determined. The amounts recognized represent management's best estimate of the expenditure that will be required to settle the obligation. Providing the effect is material, long-term provisions are discounted.

Pension costs

The Group sponsors pension plans according to the national regulations of the countries in which it operates. All significant pension plans are operated through pension funds that are legally independent from the Group. Generally, they are funded by employee and employer contributions. The foreign pension schemes are normally defined contribution plans whereby the pension expense for a period equals the companies' contributions during that period. The Swiss and French pension schemes have certain characteristics of a defined benefit plan; the financial impact of such a plan on the consolidated financial statements is determined based on the projected unit credit method.

1.5 Retained accounting principles: income statement

Material expenses

Material expenses include all costs of raw materials and consumables used, goods purchased and third-party manufacturing, processing or conversion of the Group's products (services purchased).

Product development

Expenditure on research and development is capitalized only when the cumulative recognition criteria of IAS 38 are met. Expenses for product development include wages and salaries, material costs, depreciation of technical equipment and machinery dedicated to research and development, as well as proportional overhead costs. Such expenses are included in the respective line item of the income statement.

Personnel expenses: equity-based compensation schemes

Certain employees participate in share-based employee participation programs. The fair value of all share-based payments granted to employees is determined on the grant date and charged to personnel expenses at the time the shares are issued. Discounts granted to beneficiaries on the unconditional purchase of Interroll shares are recognized in the income statement at the grant date.

Financial result

Interest expenses on loans and finance lease liabilities are recognized as financial expenses, whereas interest income on financial assets is recognized in financial income, both on an accrual basis. Moreover, the financial result includes foreign exchange gains and losses arising from the translation of items of the statement of financial position and transactions in foreign currencies as well as changes in the fair value of financial instruments.

Income tax

Current income taxes are calculated on the statutory results of the Group companies at the enacted or substantively enacted tax rate. They also include adjustment charges and credit notes issued on previous years' results.

Changes in deferred taxes are generally recognized in the income tax item, unless the underlying transaction has been directly recognized in other comprehensive income. In such cases, the related income tax is also directly recognized in the statement of comprehensive income or in equity. Temporary differences resulting from initial recognition of assets and liabilities are not recognized in the income statement. Temporary differences on the participation value of subsidiaries are recognized except if the parent is able to control the timing of the reversal of temporary differences and it is probable that the temporary difference will not be reversed in the foreseeable future. Similarly, deferred tax effects from the initial recognition of assets/debts related to a transaction that does not affect the taxable result or the annual profit are not registered in the deferred tax expense or income.

Deferred taxes are calculated using local enacted or substantively enacted tax rates. The future benefits of tax loss carryforwards are recognized as an asset if it is probable that future taxable profits will be available to realize such benefits.

––– ––– –––

2 Risk Management

2.1 Operational and strategic risk management

Risk management at Group level supports strategic decision-making. Operational and strategic risk management coordinates and monitors risks arising from the economic activities of the Group.

A systematic operational and strategic risk analysis is performed annually by Group Management. In an annual strategy meeting, Group Management discusses and analyses such risks. The Board of Directors is regularly informed in a uniform manner of the nature of, scope of, assessment of and countermeasures in relation to the risks.

2.2 Financial risk management

General information on the financial risk management of the Interroll Group

The Group's businesses are exposed to various financial risks: market risk (including foreign currency, interest rate and price risks), credit risk and cash flow risk. The Group's risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance.

The Board of Directors has supreme responsibility for risk management. To this end, the Board of Directors has delegated responsibility for the development and supervision of the risk management principles to the Audit Committee. The Audit Committee reports regularly to the Board of Directors.

The principles established for risk management are geared toward identifying and analyzing those risks that might impact the Group, defining adequate limits and implementing and adhering to risk controls. The risk management principles and the related procedures are regularly verified in order to reflect changing market conditions and operations of the Group. The goal is to develop management regulations and management processes as well as a disciplined and constructive control environment through existing training and guidelines to ensure that risks are handled in a disciplined, deliberate manner.

The Audit Committee supervises the management's monitoring of compliance with principles and processes. Their adequacy is continuously verified with respect to the risks that the Group is exposed to. The Audit Committee will be supported in this respect by the internal audit department.

Financial risk management is carried out by Group Treasury. Group Treasury identifies, evaluates and reduces financial risks in close cooperation with the Group's operating units and reports at regular intervals to the Audit Committee.

The following sections provide a summary of the scope of individual risks and the targets, principles and processes implemented for measuring, monitoring and hedging financial risks. Additional information on the financial risks is included in the notes to the consolidated financial statements (see note 5.9 Financial risks).

Market risk

Market risks to which the Interroll Group is exposed fall in the following three main risk categories:

a) Currency risk exposure

The Group operates internationally and is exposed to foreign exchange risks arising from various currencies. Foreign exchange risks arise from future commercial transactions and from recognized assets and liabilities. To manage its foreign exchange risk arising from future commercial transactions and recognized assets and liabilities, the Group operates an internal monthly "netting" process. Net exposure resulting from assets and liabilities recognized is partially reduced using forward currency contracts. Such contracts are entered into only with highly rated financial institutions. Furthermore, the decentralized structure of the Group contributes to a substantial reduction of foreign currency exchange risks.

b) Interest rate risk

Financial assets and liabilities contain interest-bearing loans at either a fixed or a variable rate. Related interest rate risks are disclosed in note 5.9.

c) Price risk

The Group is exposed to raw material price changes (steel, copper, technical polymers) as well as to price changes in financial liabilities and assets. These risks are generally not hedged. Risks from financial assets and liabilities are hedged under certain conditions (as described in note 1.3 Retained general accounting principles).

Credit risk

The risk of default is the risk of incurring a financial loss when a customer or a counterparty to a financial instrument does not fulfill its legal obligation. The default risk at Interroll exists on trade and other accounts receivable and on cash and cash equivalents.

A credit check is performed for any customers who exceed the EUR 5,000 credit limit before the order is executed. The credit check is also based on the credit information database provided by an international service provider that is a leader in this sector. Its software enables a credit limit to be determined for each individual customer based on available data using defined calculation formulas. This calculation formula is defined by the Interroll Group.

Accumulation of credit risks in trade and other accounts receivable is limited due to the large number of customers and their global distribution. The extent of credit risks is mainly determined by the

individual characteristics of each individual customer. The risk assessment includes an evaluation of creditworthiness by considering the customer's financial situation, its credit history and other factors. Sales and services are provided only to customers whose creditworthiness is verified by means of the process described above. A credit limit is defined for each customer. These limits are verified at least once a year.

Interroll invests its funds in short-term deposits at a multitude of banks with whom long-standing relationships exist. Such deposits have a maturity date shorter than 12 months. Likewise, transactions with derivative financial instruments are entered into only with major financial institutions. Interroll does not hold material open positions with any of these institutions.

The maximum credit risk from financial instruments corresponds to the carrying amount of each single financial asset. There are no guarantees or other liabilities that could increase the risk over the corresponding amount in the statement of financial position.

Liquidity risk

Liquidity risk is the risk that the Group cannot fulfill its financial obligations on time.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close market positions at any time. Due to the dynamic nature of the underlying business, Group Treasury aims to ensure funding by keeping committed credit limits available.

2.3 Capital risk management

Objectives and principles of capital risk management

The Interroll Group strives to safeguard its going concern status by defining and adhering to a strong equity base. This base reflects the business and balance sheet risks of the Group. The Group's refinancing should be adapted to suit the asset structure and allow further growth of the business. The distribution of a regular portion of the profits shall be made possible based on the realization of an appropriate return on equity.

Equity ratio targets and payout ratio

Based on the above targets and principles, Group Management aims for a long-term equity ratio above 50%. The ordinary payout ratio is between 30% to 50% of net profits, moving towards 50% over the next years. This ratio may vary depending on the general economic outlook and planned future investment activities.

Key figures for capital risk management

The following table shows the key indicators with regard to capital risk management. Additional information can be found on page 4 (key figures):

in million CHF, if not noted differently	2024	2023
Total assets	591.3	544.0
Net financial assets	194.8	133.2
– Cash	204.1	140.3
– Finance liabilities (bank + leasing)	-9.3	-7.1
Operating cash flow	92.0	113.2
Equity	472.2	410.8
Equity ratio (equity in % of assets)	79.9	75.5
Result	62.5	66.3
Return on equity (in %)	14.2	16.5
Non-diluted earnings per share (in CHF)	75.55	80.64
Dividend per outstanding share (in CHF)	32.00	32.00
Payout ratio per outstanding share (in %)	42.4	39.7

Debt covenants

Debt covenants for committed credit facilities above CHF 40 million require a minimum equity ratio of 35% (see note 5.9 Financial risks).

<-- PDF CHUNK SEPARATOR -->

Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 51

3 Changes in the scope of consolidation

Changes in the financial year 2024

On October 1, 2024, Interroll Group acquired 100% of the shares of Interroll India Private Limited.

in CHF thousands	01.10.2024
	Fair Value
Property, plant and equipment	57
Intangible assets (customer value)	529
Acquired Goodwill	1,242
Inventory	830
Trade receivables	275
Other receivables	237
Cash & cash equivalents	638
Total assets	3,808
Other long term accounts payables	36
Trade and other short term accounts payables	237
Current tax liabilities	50
Total liabilities	323
Total acquisition costs	3,485

in CHF thousands	31.12.2024
	Fair Value
Cash settlement of acquisition	3,485
./.Purchase price retention	-427
Net cash used in acquisition	3,058

Changes in the financial year 2023

In the financial year 2023 there was no acquisition of subsidiaries or business activities respectively. However Interroll Real Estate, LLC was merged into Interroll USA Holding, LLC and the assets transferred to the operating entities (Interroll USA, LLC, Interroll Atlanta, LLC and Interroll Engineering West, INC).

4 Segment Reporting

Sales and non-current assets by geographical markets

Sales and non-current assets according to geographical markets is presented as follow:

				Sales			Non-current assets
in thousands CHF	2024	in %	2023	in %	31.12.2024	in %	31.12.2023	in %
Germany	65,551	12.4	65,528	11.8	94,101	46.4	94,498	47.5
Other EMEA *	247,954	47.0	224,139	40.3	43,595	21.5	43,853	22.1
Total EMEA*	313,505	59.5	289,667	52.1	137,696	67.8	138,352	69.6
USA	131,730	25.0	167,655	30.1	32,666	16.1	31,840	16.0
Other Americas	25,412	4.8	24,495	4.4	3,586	1.8	3,871	1.9
Total Americas	157,142	29.8	192,151	34.5	36,252	17.9	35,711	17.9
China	20,050	3.8	20,712	3.7	17,899	8.8	18,436	9.3
Other Asia-Pacific	36,408	6.9	53,808	9.7	11,105	5.5	6,332	3.2
Total Asia-Pacific	56,458	10.7	74,520	13.4	29,003	14.3	24,768	12.5
Total Group	527,105 100.0		556,338 100.0		202,951 100.0		198,831 100.0

^* Europe, Middle East, Africa

Sales were broken down by invoice address. Non-current assets are disclosed excluding financial assets and deferred tax assets.

Information about major customers

Sales are transacted with around 18,000 active customers. No customer accounts for more than 10% of Group sales.

Sales by product group

in thousands CHF	2024	in %	2023	in %
Rollers	98,642	18.7	99,123	17.8
Drives	181,609	34.5	171,192	30.8
Conveyors & Sorters	192,961	36.6	246,530	44.3
Pallet Handling	53,892	10.2	39,493	7.1
Total Group	527,105 100.0		556,338 100.0

Timing of revenue recognition

Orders are recognized at a point in time with one exception. The exception concerns a few minor maintenance contracts in different countries which are recognized over time. Most of the service business is made up of ad hoc orders, for instance overhauling of drum motors. Such services are charged to the customer based on an hourly rate and are invoiced at a point in time.

5 Notes to the Consolidated Balance Sheet

5.1 Property, plant & equipment

Movements of property plant & equipment

		Land & building	Production equipment & machinery		Office equipment & motor vehicles			Assets under construction		Total
in thousands CHF	2024	2023	2024	2023	2024	2023	2024	2023	2024	2023
Costs
At 1.1.	181,844	192,615	130,907	131,179	16,424	16,395	11,164	11,863	340,339	352,052
Currency translation adj.	4,812	-12,919	3,134	-7,481	403	-1,153	335	-761	8,684	-22,314
Additions	5,689	2,879	3,875	3,443	2,147	2,836	6,280	9,573	17,991	18,731
Disposals	-1,680	-983	-2,556	-5,365	-2,522	-1,688	—	-48	-6,758	-8,084
Reclassifications	1,603	252	7,637	9,131	8	34	-9,443	-9,463	-195	-46
Acquisition	—	—	42	—	1	—	14	—	57	—
At 31.12.	192,268	181,844	143,039	130,907	16,461	16,424	8,350	11,164	360,118	340,339
Accumulated Depreciation & impairments
At 1.1.	-67,132	-64,643	-91,116	-91,835	-11,495	-11,346			-169,743	-167,824
Currency translation adj.	-1,356	4,066	-2,108	4,914	-307	809			-3,771	9,789
Depreciation Disposals	-7,655 964	-7,617 1,062	-9,531 2,401	-9,010 4,769	-2,410 2,414	-2,372 1,414			-19,596 5,779	-18,999 7,245
Reclassifications	12	—	132	46	9	—			153	46
At 31.12.	-75,167	-67,132	-100,222	-91,116	-11,789	-11,495			-187,178	-169,743
Property, plant & equipment at 31.12.	117,101	114,712	42,817	39,791	4,672	4,929	8,350	11,164	172,940	170,596
Capital commitments Insurance value*	— 187,148	— 183,137	105 152,879	771 140,196	— —	29 —			105 340,027	800 323,333

^* The insurance value of production equipment and machinery also covers other tangible assets.

Further notes to property, plant and equipment

In the opinion of Group Management, there were no risks at the end of the period under review which negatively impacted the carrying amount of fixed assets.

5.1.1. Leasing

Lease assets

in thousands CHF	31.12.2024	31.12.2023
Carrying amount of lease assets	6,045	8,160
of which
– Land & building	5,581	7,497
– Productionequipment&machinery	205	161
– Office equipment & motor vehicles	259	502
Additions to lease assets	4,392	1,287

Income statement

in thousands CHF	2024	2023
Depreciation of lease assets	2,150	1,943
of which
– Land & building	1,707	1,680
– Production equipment & machinery	56	47
– Office equipment & motor vehicles	387	216
Interest on lease liabilities	238	251
Variable lease payments	—	—

Cash flow statement

in thousands CHF	2024	2023
Total cash outflow for leases	2,015	2,356

Lease liabilities by duration

in thousands CHF	31.12.2024	31.12.2023
Lease payments due within 6 months	1,229	1,001
Lease payments due within 7–12 months	836	794
Lease payments due within 1–5 years	4,365	3,214
Lease payments due after 5 years	4,542	2,500
Lease payment	10,973	7,509

5.2 Non-current assets held for sale

No non-current assets were held for sale either in the year under review or in the previous year.

Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 55

––– ––– –––

5.3 Intangible assets

	Goodwill			Software		Patents, technology and licenses		Customer relationships		Total
in thousands CHF	2024	2023	2024	2023	2024	2023	2024	2023	2024	2023
Costs
At 1.1.	18,246	19,478	62,103	56,388	11,450	12,159	18,263	19,557	110,062	107,582
Currency translation adj.	719	-1,232	76	-232	188	-725	464	-1,294	1,448	-3,483
Additions	—	—	2,694	6,279	32	43	—	—	2,726	6,322
Disposals	—	—	-1,307	-332	—	-27	—	—	-1,307	-359
Acquisition	1,242	—	—	—	—	—	529	—	1,771	—
Reclassifications	—	—	—	—	—	—	—	—	—	—
At 31.12.	20,208	18,246	63,566	62,103	11,670	11,450	19,256	18,263	114,700	110,062
Accumulated amortization & impairments
At 1.1.	-3,126	-3,126	-49,167	-46,424	-11,335	-12,020	-18,199	-19,378	-81,827	-80,948
Currency translation adj.	—	—	-71	208	-185	718	-452	1,282	-708	2,208
Amortization	—	—	-2,877	-3,281	-71	-60	-67	-103	-3,015	-3,444
Disposals	—	—	1,307	330	—	27	—	—	1,307	357
Reclassifications	—	—	—	—	—	—	—	—	—	—
At 31.12.	-3,126	-3,126	-50,808	-49,167	-11,591	-11,335	-18,718	-18,199	-84,243	-81,827
Total intangible assets, net at 31.12.	17,082	15,120	12,758	12,936	79	115	538	64	30,457	28,235

Goodwill impairment tests

The impairment tests are generally based on a three year plan and on the present value of future (pre-tax) cash flows (value in use) determined using a discount rate before tax of 7.7% (previous year: 8.7%). The growth rate and the discount rate were defined as key assumptions. No further growth was assumed for the extrapolation of free cash flows. The cash-generating unit (CGU) equals the Interroll Group. There is only one operating segment that corresponds to the reporting segment. All decisions are made at the Interroll Group level.

Sensitivity analysis of the goodwill impairment tests

The sensitivity analysis carried out in both the reporting period and the previous year showed that the present value of future cash flows would still exceed the carrying amount even if the discount rate were to increase under normal circumstances. The growth rate was reviewed in regards to its sensitivity. This review led to the conclusion that the present value of future cash flows exceeds the carrying amount even in the event of zero growth.

Software

Of the accumulated acquisition costs, CHF 56.4 million (2023: CHF 46.2 million) relate to the development and implementation of the Group's SAP software. In the year under review, the additions to this process management system amounted to CHF 10.2 million (previous year: CHF 0.9 million). Amortization begins from the go-live date and ends after eight years.

Movements of goodwill and intangible assets

In February 2024 Interroll switched to S/4HANA. In the previous year at the production site in Hiram (USA) the old ERP system was replaced by SAP and new licenses were acquired (MES and archiving).

Patents and licenses

Patents and licenses are normally amortized on a straight-line basis over six years unless the life cycle is shorter. In the year under review and in the previous year, no essential patents or licenses were bought. A review was performed for indications of impairment in patents and licenses. Like in the previous year, there are no signs that would indicate an impairment of this value.

Customer relationships

Customer relationships are amortized on a straight-line basis over ten years unless the life cycle is shorter. In the year under review new customer relationships were added with the acquisition of Interroll India. No existing customer relationships assets were depreciated ahead of time.

5.4 Assets pledged or assigned

There were no pledged assets neither in the year under review nor in the previous year.

5.5 Inventories

Detailed overview on the positions belonging to the inventory

in thousands CHF	31.12.2024	31.12.2023
Raw materials	67,800	73,910
Work in progress	14,085	14,266
Finished products	3,032	3,254
Valuation allowance	-15,153	-14,764
Total inventory, net	69,764	76,666

Development of valuation allowance on inventory

in thousands CHF	2024	2023
Balance as per 1.1.	-14,764	-16,089
Currency translation adjustment	-649	1,167
Additions	-1,014	-1,577
Reductions	1,274	1,735
Total valuation allowance on inventory as per 31.12.	-15,153	-14,764

5.6 Trade and other receivables

Detailed overview of trade and other accounts receivable

Trade accounts receivable arise from deliveries and services relating to the Group's operating activities. VAT, withholding tax and other current receivables are included in other accounts receivable. The other accounts receivable are analyzed for valuation adjustment like trade receivables. There was no valuation adjustment necessary on other accounts receivable neither in the year under review nor in the previous year.

in thousands CHF	31.12.2024	31.12.2023
Trade accounts receivable from goods and services	90,353	102,809
Valuation allowance	-9,151	-9,325
Total trade accounts receivable, net	81,202	93,484
Prepaid expenses and accrued income Prepayments for inventories	3,773 932	3,963 2,087
Other accounts receivable	13,909	13,995
Forward exchange dealing	-355	-27
Total other accounts receivable	18,259	20,018
Total trade and other accounts receivable, net	99,461	113,502

Aging and valuation allowances of trade accounts receivable

Trade accounts receivable are due and specific/general valuation allowances have been raised as follows:

in thousands CHF				31.12.2024				31.12.2023
	Gross		Valuation allowance	Net	Gross		Valuation allowance	Net
		individual	collective			individual	collective
Not past due	59,535	—	—	59,535	67,584	—	—	67,584
Past due 1—30 days	10,132	—	—	10,132	13,016	—	—	13,016
Past due 31—60 days	3,625	—	—	3,625	8,933	—	—	8,933
Past due 61—90 days	3,147	—	—	3,147	1,965	-7	—	1,958
Past due > 90 days	13,914	-8,765	-386	4,763	11,311	-8,938	-380	1,993
Total trade accounts
receivable	90,353	-8,765	-386		81,202 102,809	-8,945	-380	93,484

The valuation allowances on trade accounts receivable from third parties developed as follows:

in thousands CHF	2024			2023
			Valuation allowance	Valuation allowance
	Total	individual	collective	Total	individual	collective
At 1.1.	-9,325	-8,945	-380	-10,015	-9,611	-404
Currency translation adjustment	64	70	-6	326	302	24
Additions	557	557	—	-679	-679	—
Allowance used	307	307	—	142	142	—
Allowance reversed	-754	-754	—	901	901	—
At 31.12.	-9,151	-8,765	-386	-9,325	-8,945	-380

During the year under review, CHF 0.3 million (previous year: CHF 0.1 million) of irrecoverable trade receivables were written off. Sales are broadly diversified across geographical and industrial markets.

Currencies in trade accounts receivable

Trade accounts receivable reported in CHF are held in the following currencies:

in thousands CHF	31.12.2024	in %	31.12.2023	in %
EUR		41,765 46.2		34,879 33.9
USD		23,491 26.0		42,952 41.8
CNY	4,119	4.6	3,803	3.7
THB	1,850	2.0	3,009	2.9
DKK	3,142	3.5	2,666	2.6
All other currencies		15,986 17.7		15,500 15.1
Total trade accounts receivable, gross	90,353 100.0		102,809 100.0

Regional breakdown of trade accounts receivable

Trade accounts receivable can be broken down into the following geographical areas:

in thousands CHF	31.12.2024	in %	31.12.2023	in %
Europe, Middle East, Africa	51,178	56.6	45,162	44.0
Americas	28,184	31.2	46,615	45.3
Asia-Pacific	10,991	12.2	11,032	10.7
Total trade accounts receivable, gross	90,353 100.0		102,809 100.0

On average, trade accounts receivable are outstanding for 56 days (DSO). The respective values are 43 for Europe, 68 for the Americas and 51 for Asia. In the previous year, the DSO was 39 for the Group, 42 for Europe, 42 for the Americas and 37 for Asia.

5.7 Cash and cash equivalents

Items included in cash and cash equivalents

in thousands CHF	31.12.2024	31.12.2023
Cash on hand, bank and postal accounts	107,264	59,408
Current deposits	96,841	80,861
Total cash and cash equivalents	204,105	140,269

Interest rates of cash and cash equivalents

Interest rates on cash and cash equivalents vary between 0% (CHF) and 11% (AUD). The respective rates for the previous year were 0% (CHF) and 6% (BRL).

Currencies held in cash and cash equivalents

in %	31.12.2024	31.12.2023
EUR	47.0	49.0
CHF	4.0	17.0
CNY	14.0	15.0
USD	17.0	6.0
THB	1.0	1.0
JPY	—	—
KRW	4.0	3.0
BRL	2.0	2.0
ZAR	1.0	1.0
Other currencies	10.0	6.0
Total cash and cash equivalents	100.0	100.0

Transfer limitations on cash and cash equivalents

There are restrictions on cash and cash equivalents in countries like Brazil, South Korea and China, but no general limitations. These transfer restrictions do not have any impact on the operating activities.

5.8 Financial instruments

Reconciliation from balance sheet items to valuation categories as per IFRS 9

The table below shows an overview of financial instruments held by valuation category according to IFRS 9:

in thousands CHF	31.12.2024	31.12.2023
Cash and cash equivalents	204,105	140,269
Trade and other accounts receivable without advances and foreign currency forward contracts	98,884	111,442
Financial assets	1,482	1,911
Total financial assets at amortized cost	304,471	253,622
Foreign currency forward contracts*	-355	-27
Total financial instruments at fair value	-355	-27
Trade and other accounts payable	54,477	60,709
Financial liabilities	9,312	7,063
Total financial liabilities at carrying value	63,789	67,772

^* See notes 5.9.

Carrying amounts of cash and cash equivalents, trade and other accounts receivable and payable as well as financial assets correspond to fair value due to their short-term maturity. Customer receivables and other receivables do not include any advance payments for inventories as per IFRS 9, as such payments are not of a monetary nature, but rather a payment in kind. Financial assets are due predominantly within approximately two years and their net present values correspond very closely to their carrying amounts.

Interroll only has financial assets in the form of foreign currency forward contracts that are allocated to level 2 in the fair value hierarchy. Level 2 consists of inputs that are observable for assets and liabilities, either directly (as prices) or indirectly (derived from prices).

5.9 Financial risks

Currency risk exposure

Due to its international focus, the Interroll Group is exposed to foreign currency risks. Risk exposure results from transactions in currencies deviating from the entity's functional currency.

The following table shows the major currency risks at the respective balance sheet date:

in thousands CHF					31.12.2024					31.12.2023
	EUR	CHF	USD	SGD	CNY	EUR	CHF	USD	SGD	CNY
Financial assets	3	75	—	—	—	3	75	25	—	—
Trade and other accounts receivable	6,509	5,673	5,621	46	941	5,832	5,127	8,744	25	423
Cash and cash equivalents incl. intercompany loans	12,464	14,256	10,662	1	707	10,781	20,769	9,243	1	576
Financial liabilities	—	—	1,812	—	—	—	—	1,676	—	—
Trade and other accounts payable	15,795	14,268	3,554	—	2,404	17,347	15,288	2,131	—	2,467
Current liabilities	1,633	12,780	67	—	—	577	12,972	750	952	—
Currency risks on the balance sheet (gross)	36,404	47,052	21,716	47	4,052	34,540	54,231	22,569	978	3,466
Elimination same currency	-34,855	-40,007	-10,865	—	-3,296	-33,230	-51,941	-9,116	-51	-1,999
Currency risks on the balance sheet (net)	1,549	7,045	10,851	47	756	1,310	2,290	13,453	927	1,467
Natural hedges	-876	-712	—	—	—	-3,008	-432	—	-57	-757
FX forward contracts	-7,283	-4,156	-7,502	—	—	-4,101	-12,598	-7,017	-973	-733
Net currency risk exposure	-6,610	2,177	3,349	47	756	-5,799	-10,740	6,436	-103	-23

The currency risk on the balance sheet (gross) is equal to the sum of the value of all positions in the balance sheet that are held in a different currency than the functional currency of a company. Such positions contain both group internal as well as external amounts. In a first step, all of those risks are added up because a currency risk can arise on the debit as well as on the credit side of the balance sheet. The total is then disclosed as currency risk on the balance sheet (gross). The risk of each currency group is translated into CHF at the closing rate and added up to total Group values. "Elimination equal currency" results from setting off short positions versus long positions of currency risks which exist in the same foreign currency deviating from the functional currency and which are presented in the same group entity. Natural hedges result from netting out currency risks among all Group entities. The amount disclosed in line "FX forward contracts" (foreign currency forward contracts) corresponds to the amount actually hedged and translated into CHF. Changes in the valuation of fair value hedges are recognized in the financing result (see note 6.5). The table only contains the material foreign currency risks. All others are regarded to be immaterial in both years.

Net investments in foreign subsidiaries are long-term investments. Such investments are exposed to currency fluctuation, because they are held in another currency than the Group's functional currency. From a macroeconomic and long-term point of view, the currency exchange effects should be neutralized by the inflation rate at the subsidiaries', domicile. Due to this reason and also due to costs for respective derivative instruments, the Group does not hedge such risks.

Foreign currency forward contracts

The Group regularly prepares a rolling forecast of foreign currency cash flows. 0–50% of such budgeted, future foreign currency flows may be hedged through forward contracts. At the end of the year under review, there were no open cash flow hedges held by the Group (in previous year no open cash flow hedges).

The notional amount corresponds to the hedged balance sheet risk, translated into CHF. With derivative financial instruments, the Group hedges normally 50–100% of its net currency risks on the balance sheet.

The following table shows the open currency forward contracts held by the Group at year-end:

in thousands CHF				31.12.2024			31.12.2023
Hedged currency	Sell/buy	Maturity	Notional amount in CHF	Fair value	Sell/buy	Notional amount in CHF	Fair value
AUD					CHF/AUD	2,324	-34
CAD					CHF/CAD	645	-11
CHF	USD/CHF	Feb 25	-946	-56	USD/CHF	848	45
CHF	EUR/CHF	Feb 25	1,254	9	EUR/CHF	11,750	-181
CHF	ZAR/CHF	Feb 25	-558	3
CHF	THB/CHF	Feb 25	-1,398	-36	THB/CHF	1,270	7
CNY					KRW/CNY	733	-15
EUR	CZK/EUR	Feb 25	2,693	7	EUR/CZK	1,531	4
EUR	EUR/PLN	Feb 25	2,407	33	EUR/PLN	1,889	52
EUR	EUR/ZAR	Feb 25	-1,321	17
EUR	EUR/BRL	Feb 25	-861	15
EUR					GBP/EUR	681	-3
GBP					CHF/GBP	4,377	-96
PLN					CHF/PLN	1,371	-27
SGD					CHF/SGD	973	-18
THB	THB/EUR	Feb 25	1,427	-26	THB/EUR	1,363	-11
USD	EUR/USD	Feb 25	4,464	-233	USD/EUR	6,048	234
USD	USD/CAD	Feb 25	2,015	-88	USD/CAD	969	27
USD	USD/CNY	Feb 25	522	-15
USD	USD/MXN	Feb 25	-501	16
Total derivative financial instruments				-355			-27

Sensitivity analysis of currency risk exposure

As per year-end, a sensitivity analysis was carried out with respect to financial instruments. The sensitivity analyses calculates the effect of FOREX – changes on the major currency pairs within the Group. These risks particularly result from different currencies between costs for production and invoicing currency to the customers. Assumed currency fluctuations would have the following effects on the foreign currency positions in the balance sheet:

Sensitivity analysis to the currency risk exposure			31.12.2024			31.12.2023
Currency pair	EUR vs. CHF	CHF vs. USD	CAD vs. USD	EUR vs. CHF	CHF vs. USD	CAD vs. USD
Financial assets	75	—	—	75	—	—
Trade and other receivables	4,687	—	1,923	3,866	462	924
Cash and cash equiv. incl. IC-loans	14,210	13	4,146	20,568	5	1,542
Trade and other payables	6,944	-187	963	7,449	-1,299	460
Current liabilities	12,780	—	—	12,972	—	750
Gross exposure per currency pair	38,696	-174	7,032	44,930	-832	3,676
Risks opposing each other	-37,944	1,552	-1,926	-40,842	2,598	-2,419
FX forward contracts	-11,750	-848	-969	-11,750	-848	-969
Net FX exposure per currency pair	-10,998	530	4,137	-7,662	917	287
Currency change in %	2	8	8	6	10	2
Effect on the result (+/-)	177	40	327	486	93	6
Income tax expense at 20.3% (PY: 18.1%)	-36	-8	-66	-88	-17	-1
Net FX exposure after income taxes	141	32	261	398	76	5

Analogous to the currency risk analysis, the net risks of currency pairs are summed up. The position "Risks opposing each other" is a result of netting out those risks that are contrary to each other. The disclosed amount in line "FX forward contracts" equals to the total of hedged currency risks of a currency pair. The assumed currency fluctuation in the reporting year corresponds to the effective change of the average exchange rate of the currency pair. It is also deducted from the gross risk as it deviates linearly with the fluctuation of the currency. The income taxes are calculated in line with the expected tax rate for the Group (see note 6.6).

Interest rate risks

As at the balance sheet date, the Interroll Group held net interest-bearing financial assets of CHF 96.8 million (previous year: CHF 80.9 million). These are part of CHF 98.3 million (previous year: CHF 82.4 million) in financial assets, of which CHF 1.5 million (previous year: CHF 1.6 million) are non-interest-bearing. In the year under review no bank loans are reported (previous year: CHF 0.0 million). The portion of non-interest-bearing financial assets was immaterial in both years under review.

The following table divides interest-bearing assets and liabilities into fixed and variable and also shows non-interest-bearing positions within financial assets and liabilities. A change of the interest rate would have had no effect onto the equity because the Group currently does not hold any cash flow hedges to hedge currency risks and because there are no assets held for sale at a fixed interest rate. The Group regularly monitors its interest risks and reserves the possibility to hedge such in future.

				31.12.2024				31.12.2023
	Nom. int. rate in %	Carrying amounts		Basis points	Nom. int. rate in %	Carrying amounts		Basis points
			+ 100	- 100			+ 100	- 100
Financial assets
Fixed interest rate	1.5-9.0	93,975			1.7 - 6.0	70,640
Variable interest rate	0.5-4.1	2,870	29	-29	2.1 - 4.0	10,222	102	-102
Not-interest-bearing	-	1,476			-	1,581
Total deposits		98,321	29	-29		82,443	102	-102
Cash on hand, bank and postal accounts		107,264				59,408
Trade and other receivables		98,529				111,415
Total other financial assets		205,793	—	—		170,823	—	—
Total financial assets		304,114	29	-29		253,266	102	-102
Trade and other accounts payable		54,477				60,698
Financial liabilities		9,312				7,063
Total trade and other accounts payable		63,789	—	—		67,761	—	—
Total financial liabilities		63,789	—	—		67,761	—	—
Net financial assets		240,325	29	-29		185,505	102	-102

Sensitivity analysis of interest risks

Interest sensitivity is only calculated on interest-bearing items of the balance sheet. No effect is calculated on items bearing interest at a fixed rate. In these cases, calculations were performed only for interest rate reductions of no more than the interest rates concerned. As per the analysis on the previous page, the Group's annual result would have changed by CHF 0.03 million if there had been a 1 percentage point increase or decrease in interest rates. In the previous year, an increase in the interest rate of 1 percentage point would have changed the Group's result slightly (rounded CHF 0.10 million).

Liquidity risk

The Group performs comprehensive liquidity planning on a quarterly basis. The Group holds liquidity reserves in the form of committed and uncommitted credit lines in order to satisfy unexpected and extraordinary liquidity requirements.

Credit facilities and debt covenants

The amount of unused credit facilities as at the end of the reporting year amounted to CHF 65.0 million (2023: CHF 65.2 million).

Committed credit limits amounted to CHF 40.0 million, of which CHF 20.0 million was extended for a further three years in 2024 on the same terms and CHF 20.0 million was extended for one year on a rolling forward basis. They safeguard funding of the future investment program and generally serve to finance the business. The Group has always complied with the agreed debt covenants, which are as follows:

EBITDA	= min.4.0 × net interest costs
Net debt	= max. 3.0 × EBITDA
Equity	= min. 35% of total assets

The aging of the financial liabilities is disclosed in note 5.12 (see "Aging of financial liabilities").

5.10 Information on shareholders' equity

Reconciliation from total issued shares to the outstanding shares.

	2024	2023
Issued shares par value CHF 1.00 each	854,000	854,000
Own shares held by the Group as per 1.1.	29,918	32,935
Attribution of shares relating to bonus plan	-225	-217
Sale of treasury shares	-4,800	-2,800
Treasury shares held by the Group as per 31.12.	24,893	29,918
thereof unreserved	24,893	29,918
Shares outstanding at 31.12.	829,107	824,082

5.11 Earnings per share

Undiluted earnings per share

The undiluted earnings per share in 2024 amount to CHF 75.55 (previous year: CHF 80.64). The calculation is based on the profit attributable to the equity holders of the parent company, divided by the weighted average of shares outstanding.

2024	2023
62,496	66,349
824,082	821,065
3,143	1,750
827,225	822,815
	80.64
	75.55

Diluted earnings per share

There were no dilutive effects during the year under review and the previous year.

	2024	2023
Result attributable to the equity holders (in thousands CHF)	62,496	66,349
Weighted average of shares outstanding (diluted)	827,225	822,815
Diluted earnings per share (in CHF)	75.55	80.64

5.12 Financial liabilities

Details of current and non-current financial liabilities

in thousands CHF	31.12.2024	31.12.2023
Lease liabilities (finance + operating)	221	151
Total current financial liabilities	221	151
Lease liabilities (finance + operating)	9,091	6,912
Total non-current financial liabilities	9,091	6,912
Total financial liabilities	9,312	7,063

Net financial liabilities to equity ratio

in thousands CHF	31.12.2024	31.12.2023
Total financial liabilities	9,312	7,063
./. Cash and cash equivalents	-204,105	-140,269
Net financial liabilities (-net cash)	-194,793	-133,206
Equity	472,207	410,812
Net financial debt in % of the equity	n/a	n/a

Maturities of financial liabilities

The financial liabilities as at December 31, 2024, are due as follows:

in thousands CHF	Carrying amount	Face value (undis counted)	within 6 months	within 7—12 months	within 1—5 years	> 5 years
Trade/other accounts payable*	54,477	54,477	54,477	—	—	—
Lease liabilities	9,312	10,973	1,229	836	4,365	4,541
Total financial liabilities	63,789	65,450	55,706	836	4,365	4,541

^* An aging analysis is not readily available. Based on past experience, it can be reliably assumed that the full amount is due within less than six months.

The financial liabilities as at December 31, 2023, are due as follows:

in thousands CHF	Carrying amount	Face value (undis counted)	within 6 months	within 7—12 months	within 1—5 years	> 5 years
Trade/other accounts payable*	60,698	60,698	60,698	—	—	—
Lease liabilities	7,063	7,509	1,001	794	3,214	2,500
Total financial liabilities	67,761	68,207	61,699	794	3,214	2,500

^* An aging analysis is not readily available. Based on past experience, it can be reliably assumed that the full amount is due within less than six months.

5.13 Provisions

Movements in provisions

		Warranties		Other provisions		Total
in thousands CHF	2024	2023	2024	2023	2024	2023
At 1.1.	13,078	8,893	745	1,555	13,823	10,448
Currency translation adjustments	272	-679	-3	-62	269	-741
Provisions made	6,138	9,448	3,068	-292	9,206	9,156
Provisions used	-3,117	-2,529	-284	-216	-3,401	-2,745
Provisions reversed	-6,830	-2,055	-94	-239	-6,924	-2,294
Acquired provisions	—	—	5	—	5	—
At 31.12.	9,541	13,078	3,437	746	12,978	13,824

Warranty provisions

The Group companies normally grant a 24-month warranty. The warranty provision is recognized on the basis of past experience as well as on existing warranty claims for specific projects. The warranty provision is about 1.81% (previous year: 2.35%) of sales.

Other provisions

The other provisions mainly include provisions for litigation.

5.14 Employee benefits

General information on the Groups employee benefits

The benefit costs recognized in the income statement for 2024 amounted to CHF 4.2 million (previous year: CHF 4.2 million). Pension costs consist of employer contributions relating to the defined contribution plans and pension costs relating to the defined benefit plans and other long-term employee benefits.

The pension plans in Switzerland and France are classified as defined benefit plans in accordance with IAS 19. This also applies to pension plans in the USA and Thailand. Since 2024 this chapter has taken into account the semi-retirement-agreements of the staff of the German companies as well as two other plans, one in Austria and one in the USA. In 2024, 225 people participated in these defined benefit plans; in the previous year, the number was 204. The Swiss plan is fully incorporated under a collective foundation. The French, Austrian and one plan in the USA are funded by insurance. For the defined benefit plans, the pension costs in each period are calculated on the basis of an actuarial valuation. The deficit or excess of the fair value of plan assets over the present value of the defined benefit obligation is recognized as a liability or an asset on the balance sheet. Actuarial gains and losses arise mainly from changes in actuarial assumptions and differences between actuarial assumptions and actual developments. They are recognized in the statement of comprehensive income. It can be assumed that the assets of both plans do not include Interroll shares.

Components of defined benefit costs

in thousands CHF	2024	2023
Costs of the defined contribution plans	2,787	3,448
Past service costs incl. curtailment	49	29
Result from non-routine settlements	11	—
Current service costs, net	1,242	590
Administrative expenses	26	29
Interest costs	88	76
Costs of the defined benefit plans	1,416	724
Effects of changes in demographic assumptions	—	14
Effects of changes in financial assumptions	871	1,320
Effects of experience assumptions	-44	-182
Result on plan assets (excl. interest income)	-273	-350
Remeasurements included in other income	554	802
Defined benefit costs	4,757	4,974

The expected employer's contributions will not differ materially in future years from current contributions, provided the number of employees remains stable.

Amounts recognized in the statement of financial position

in thousands CHF, per 31.12.	2024	2023
Present value of defined benefit obligation	-19,893	-15,495
Fair value of plan assets	12,574	10,945
Other long-term employee benefits	—	-542
Pension liability	-7,319	-5,092

Roll forward of the defined benefit obligation

in thousands CHF	2024	2023
Benefit obligation as per 1.1.	-15,495	-13,425
Past service costs incl. curtailment	-49	-29
Current service costs, net	-1,242	-590
Interest costs	-263	-303
Contributions from employees	-666	-602
Benefits (funded)/paid, net	176	534
Benefits (funded)/paid, net from employer	671	14
Translation difference	-28	58
Other *)	-2,170	—
Remeasurements
– Effects of changes in demographic assumptions	—	-14
– Effects of changes in financial assumptions	-871	-1,320
– Effects of experience assumptions	44	182
Benefit obligation as per 31.12.	-19,893	-15,495

^*) includes for the first time semi-retirement agreements of the staff of the German companies as well as two other plans, one in Austria and one in the USA.

Roll forward of the present value of plan assets

in thousands CHF	2024	2023
Fair value of plan assets as per 1.1.	10,945	9,735
Administrative expenses	-26	-29
Interest income	175	227
Employer contributions	666	602
Employee contributions	666	602
Other	50	—
Benefits funded/(paid), net	-176	-534
Translation difference	1	-8
Result of plan assets	273	350
Fair value of plan assets as per 31.12.	12,574	10,945

Investment categories

in thousands CHF, per 31.12.	2024	2023
Equities (quoted market prices)	3,720	3,238
Bonds (quoted market prices)	3,239	2,819
Real estate (other than quoted market prices)	2,040	1,775
Real estate (direct investments)	961	836
Alternative investments (quoted market prices)	1,920	1,671
Qualified insurance policies *	519	501
Cash	175	105
Total investments	12,574	10,945

^* These assets are fully invested by the collective foundation of the pension fund insurer in qualified insurance policies with the pension fund insurer (Swiss Life).

Net defined benefit liability (asset) reconciliation

in thousands CHF	2024	2023
Net defined benefit liability as per 1.1.	-5,092	-4,087
Defined benefit costs included in P/L	-1,416	-724
Total remeasurements included in OCI	-554	-802
Employer contributions	1,337	616
Other long-term employee benefits *)	-1,578	-177
Credit reimbursements	11	—
Translation difference	-27	82
Net defined benefit liability as per 31.12.	-7,319	-5,092

^*) includes for the first time semi-retirement agreements of the staff of the German companies as well as two other plans, one in Austria and one in the USA.

Actuarial assumptions

in %	2024	2023
Discount rate	1.1	1.6
Future salary increases	1.0	2.0
Expected benefit increases	—	—
Fluctuation rate	10.0	10.0
Mortality probabilities	BVG 2020	BVG 2020
Weighted modified duration in years	16.3	17.8

Sensitivities

Discount rates and future salary increases are considered essential actuarial assumptions. The following effects are expected:

Discount rate	1.11 %	+0.25%	-0.25%
Benefit obligation	-19,893	-19,105	-20,737
Rate of salary increase	1.04 %	+0.25%	-0.25%
Benefit obligation	-19,893	-19,984	-19,804

Sensitivities are based on possible changes that are likely as at the end of 2024.

5.15 Trade and other accounts payable, accrued expenses

in thousands CHF	31.12.2024	31.12.2023
Trade accounts payable to third parties	18,014	14,031
Total trade accounts payable	18,014	14,031
Other liabilities	16,042	17,078
Advances received from customers	20,421	29,589
Total other accounts payable	36,463	46,667
Accrued personnel expenses	10,271	10,327
Accrued interest	4	5
Other accrued expenses	9,027	11,144
Total accrued expenses	19,302	21,476
Total trade and other accounts payable, accrued expenses	73,779	82,174

Advances received from customers mainly relate to larger projects within the product groups "Conveyors & Sorters" and "Pallet Handling." Other liabilities include VAT and social security-related liabilities. Accrued personnel expenses relate to accrued vacation and bonuses.

Advance payments received from customers correspond to the contractual liabilities according to IFRS 15.116(a). Sales are realized following the final approval of the respective project. The major part of advances received from customers existing at the beginning of 2024 were recognized as revenue during the period under review.

The main changes in the inventory of advance payments received from customers for the current period are as follows:

in thousands CHF	2024	2023
Opening balance of advances received from customers as per 1.1.	29,589	40,323
Revenue recognized includes advanced payments from customers carried forward from previous year.	-25,794	-62,189
Increases due to cash received, excl. amounts recognized as revenue during the period	15,797	54,818
Currency translation adj.	829	-3,363
Closing balance of advances received from customers as per 31.12.	20,421	29,589

6 Notes to the Consolidated Income Statement

6.1 Personnel expenses

Details of personnel expenses and number of employees

in thousands CHF	2024	2023
Wages and salaries	135,107	128,248
Social security costs	20,730	20,567
Pension costs (see note 5.14)	4,203	4,172
Other personnel-related costs	4,778	3,725
Equity-based personnel expenses to management personnel	595	637
Total personnel expenses	165,413	157,349
Thereof production-related personnel expenses	69,330	64,214
Average number of employees (FTE)	2,303	2,294

In the year under review, a total of 225 treasury shares (previous year: 217) were allocated to senior employees under bonus plans, of which 225 shares (previous year: 217 shares) are subject to a sales restriction of four years (from the date of allocation). The shares were measured at market value on the grant date.

6.2 Research and development expenditures

These expenses are mostly incurred to further develop and complement the product ranges. They are included in personnel and other operational expenses as well as in depreciation of fixed tangible assets. No expenses have been capitalized as the preconditions stated in IAS 38 are not met cumulatively.

The Group incurred the following expenses for research and development during the years under review:

in thousands CHF	2024	2023
Research and development (R&D) expenditures	10,719	8,480
R&D in % of net sales	2.03	1.52

6.3 Other operating expenses

in thousands CHF	2024	2023
Production-related expenses	11,954	13,691
Freight	11,488	11,860
Office, administration and IT services	15,100	13,982
Building costs	5,913	5,762
Travelling and transportation	5,984	6,406
Marketing	5,224	5,476
Consultancy, auditing and insurance	7,954	8,374
Provisions and allowances, net	2,076	6,889
Variable sales costs	5,595	2,338
Non-income taxes	2,520	3,422
Other expenses and services	4,647	6,444
Losses on disposals of tangible/intangible assets	465	307
Total other operating expenses	78,920	84,951

6.4 Other operating income

in thousands CHF	2024	2023
Income from freight and packing	6,895	2,829
Income from services	238	149
Government grants received	293	945
Total other operating income	7,426	3,923

6.5 Financial result

in thousands CHF	2024	2023
Unrealized translation differences, net	-3	-611
Fair value changes of foreign currency forward contracts	-328	-1,311
Interest expenses	-307	-276
Financial expenses	-638	-2,198
Realized translation result, net	440	—
Interest income	3,263	2,265
Financial income	3,703	2,265

6.6 Income tax expense

Components of income tax expense

in thousands CHF	2024	2023
Income taxes relating to the current period	19,741	20,798
Income taxes relating to past periods, net	-912	-2,073
Current income tax expense	18,829	18,725
Due to temporary differences	-708	-1,144
Due to tax rate changes	-16	-115
Due to (recognition)/use of tax loss carryforwards	44	-277
Adjustments to deferred tax assets	—	33
Other effects (including acquisition)	234	349
Deferred income tax expense/(income)	-446	-1,154
Total income tax expense	18,383	17,571

Taxes on capital are included in other operating expenses (see note 6.3).

Deferred tax liabilities of CHF 1.1 million (previous year: CHF 0.4 million) have not been recognized for withholding and other taxes on the unremitted earnings. Such distributable earnings which are subject to withholding tax are normally left in the respective companies.

Reconciliation of effective tax rate

in thousands CHF	2024	2023
Result before income taxes	80,879	83,920
Income tax expense at the expected tax rate of 20.3% (prev. year: 18.1%)	16,431	15,230
(Tax credits)/tax charges on prior years' results, net	-912	-2,073
Effect from deviation to tax rates in Group companies	585	-1,112
Tax rate changes, net	46	-63
(Non-taxable income)/non-tax deductible expenses, net	2,139	5,641
(use of unrecognized tax losses)/effect of unrecognized tax losses on the current year's result, net	94	-52
(Reversal of)/write offs on deferred tax assets, net	—	—
Effective (total) income tax expense	18,383	17,571

The income tax expense analysis is based on the weighted average of the expected tax rates within the Interroll Group.

Tax effects on and expiry dates of carried forward losses

in thousands CHF		12.31.2024		31.12.2023
	not capitalized	capitalized	not capitalized	capitalized
Expiry:
Expiry within 12 months	221	—	—	36
Expiry in 1—2 years	704	—	—	45
Expiry in 2—3 years	344	—	—	1
Expiry in 3—4 years	514	—	317	—
Expiry in 4—5 years	207	—	651	—
Expiry in 5—6 years	401	—	475	170
Expiry in 6—7 years	303	—	261	—
Expiry in more than 7 years	389	1,442	226	1,629
Total	3,084	1,442	1,930	1,882
Tax benefit	678	245	395	354
Thereof unrecognizable	-678	—	-395	—
Deferred tax assets from carried forward losses	—	245	—	354

New loss carryforwards of CHF 0.8 million resulted in a potential tax credit of CHF 0.17 million in 2024. In the period under review, no tax assets were capitalized (2023: CHF 0.0 million). In the previous year, new loss carryforwards of CHF 0.2 million resulted in a potential tax credit of CHF 0.03 million.

Deferred tax assets on unused tax losses carried forward and based on temporary differences are capitalized in case it is probable that such assets can be offset against future taxable profits. No deferred tax assets are reported on the balance sheet for the other loss carryforwards due to the not foreseeable potential for offsetting. The majority of unrecognized deferred taxes on loss carryforwards are loss carryforwards from Thailand.

Attribution of deferred tax assets/liabilities to balance sheet items

in thousands CHF		31.12.2024		31.12.2023
	Deferred tax assets	Deferred tax liabilities	Deferred tax assets	Deferred tax liabilities
Intangible assets	108	146	122	143
Property, plant and equipment	2,142	5,591	1,843	4,982
Financial assets	988	50	633	101
Inventory	4,196	179	4,275	128
Benefits of loss carryforwards	245	—	277	—
Receivables	732	152	1,024	513
Total assets	8,412	6,118	8,174	5,868
Non-current debts	2,268	—	1,532	1
Provisions	3,049	799	3,515	1,301
Current debts	428	135	105	41
Other liabilities	264	1	758	141
Total liabilities	6,009	935	5,910	1,484
Set-off	-4,778	-4,778	-3,838	-3,838
Total net	9,643	2,275	10,246	3,514

Deferred tax assets and deferred tax liabilities are offset within and between companies belonging to the same taxable unit.

Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 71

7 Other disclosures on the Consolidated Financial Statements

7.1 Contingent liabilities

As at the end of 2024, the Interroll Group issued third-party guarantees totaling CHF 0.0 million (previous year: CHF 0.6 million) in connection with customer orders for project execution. There are no other contingent liabilities in either of the years under review.

7.2 Related-party transactions

Transactions with related parties

		Volume		Open payables
in thousands CHF	Category	2024	2023		31.12.2024 31.12.2023
Purchase of materials	a	90	86	5	2
Total purchases		90	86	5	2
		Volume			Open receivables
in thousands CHF	Category	2024	2023		31.12.2024 31.12.2023
Sale of material	a	96	124	—	—
Total services		96	124	—	—

Definition of related parties

The Interroll Group defines and categorizes its related parties as follows:

• a. Shareholders of Interroll Holding AG owning more than 3% of the share capital.
• b. Members of the Board of Directors of Interroll Holding AG and legal entities that are directly controlled by them.

Total remuneration of the Board of the Directors

Total remuneration of the Board of Directors of Interroll Holding AG amounted to CHF 1.0 million in 2024 (2023: CHF 1.0 million). Detailed disclosures regarding the remuneration and shareholdings of the Board of Directors in accordance with Swiss law (CO) can be found in the remuneration report (see pages 26 to 35).

Total compensation for the Group Management

in thousands CHF	2024	2023
Salaries incl. bonus	2,593	2,901
Post-employment benefits	373	536
Equity-based compensation	523	640
Total compensation to the Group Management	3,489	4,077

––– ––– –––

As in the previous year, no loans were granted in the period under review.

Detailed disclosures regarding the remuneration of and shares held by Group Management in accordance with Swiss law can be found in the remuneration report (see pages 26 to 35).

7.3 Subsequent events

The consolidated financial statements for the year 2024 were approved by the Board of Directors on March 12, 2025, and are subject to further approval by the Annual General Meeting of Shareholders on June 6, 2025.

No event has occurred between December 31, 2024, and March 12, 2025, that would require adjustment to the carrying amount of the Group's assets and liabilities as at December 2024, or would require disclosure in accordance with IAS 10.

7.4 Scope of consolidation

Name	Location (country)	Function Owner			Share capital in 1,000	Ownership
Switzerland
Interroll Holding AG	Sant'Antonino (CH)	F	—	CHF	854.0	—%
Interroll SA	Sant'Antonino (CH)	P	HD	CHF	100.0	100%
Interroll (Schweiz) AG	Sant'Antonino (CH)	F	HD	CHF	5,000.0	100%
Interroll Management AG	Sant'Antonino (CH)	F	HD	CHF	100.0	100%
EMEA (without Switzerland)
Interroll Fördertechnik GmbH	Wermelskirchen (DE)	S	DP	EUR	25.6	100%
Interroll Engineering GmbH	Wermelskirchen (DE)	P	DHO	EUR	1,662.2	100%
Interroll Automation GmbH	Sinsheim (DE)	P	DHO	EUR	2,000.0	100%
Interroll Holding GmbH	Wermelskirchen (DE)	F	HD	EUR	500.0	100%
Interroll Conveyor GmbH Obrigheim (DE)		P	DHO	EUR	25.0	100%
Interroll Innovation GmbH	Baal/Hückelhoven (DE)	I	DHO	EUR	26.0	100%
Interroll Trommelmotoren GmbH	Baal/Hückelhoven (DE)	P	DHO	EUR	77.0	100%
Interroll SAS	Saint-Pol-de-Léon (FR)	F	HDE	EUR	2,808.0	100%
Interroll SAS	La Roche-sur-Yon (FR)	P	F	EUR	2,000.0	100%
Interroll SAS	Saint-Pol-de-Léon (FR)	S	F	EUR	61.0	100%
Interroll Nordic AS	Hvidovre (DK)	S	DKP	EUR	67.1	100%
Interroll Joki AS	Hvidovre (DK)	P	HD	EUR	2,013.8	100%
Interroll Ltd.	Kettering (GB)	S	HDE	GBP	0.0	100%
Interroll Engineering Ltd. Corby (GB)		D	HDE	GBP	0.1	100%
Interroll Italia S.r.l	Rho/Cornaredo (IT)	S	HDE	EUR	10.0	100%
Interroll España SA	Cerdanyola del Vallès (ES)	S	HDE/TI	EUR	600.0	100%
Interroll Software & Electronics GmbH	Lienz (AT)	P	HD	EUR	35.0	100%
Interroll CZ sro.	Breclav (CZ)	S	HDE	CZK	1,000.0	100%
Interroll Europe BV	Emmeloord (NL)	F	HD	EUR	18.2	100%
Interroll Polska Sp.z.o.o. Warsaw (PL)		S	HD	PLZ	100.0	100%
Interroll Lojistik Sistemleri Istanbul (TR)		S	HD/PR	TRY	1,000.0	100%
Interroll SA (Proprietary) Ltd.	Johannesburg (ZA)	P/S	HD	ZAR	0.3	100%

	Name	Location (country)	Function Owner			Share capital in 1,000	Ownership in %
in %	Americas
	Interroll Corporation	Wilmington, NC (US)	P	IAU	USD	65.0	100%
	Interroll USA, LLC	Wilmington, NC (US)	S	IAU	USD	0.0	100%
	Interroll USA Holding, LLC	Wilmington, DE (US)	F	HD	USD	0.1	100%
	Interroll Engineering West, Inc.	Cañon City, CO (US)	P	IAU	USD	0.0	100%
	Interroll Atlanta, LLC	Hiram/Atlanta, GA (US)	P	IAU	USD	0.0	100%
	Interroll Canada Ltd.	Aurora (CA)	P/S	HD	CAD	1,720.1	100%
	Interroll Logistica Ltda	Jaguariuna/S. Paulo (BR) P/S		HD/E	BRL	37,049.7	100%
	Interroll Mexico S. de R.L. de C.V.	Mexico City (MX)	S	HD/PR	MXN	3.0	100%
	Asia-Pacific
	Interroll (Asia) Pte. Ltd.	Singapore (SG)	S	HDE	SGD	26,625.0	100%
	Interroll Suzhou Co. Ltd.	Suzhou (CN)	P	SGP	CNY	146,381.2	100%
	Interroll Holding Management (Shanghai)	Shanghai (CN)	S	SGP	CNY	13,373.0	100%
	Co. Ltd.
	Interroll Shenzhen Co. Ltd.	Shenzhen (CN)	P	SGP	CNY	5,770.0	100%
	Interroll Australia Pty. Ltd.	Victoria (AU)	S	HD	AUD	51.2	100%
	Interroll (Thailand) Co.	Panthong (TH)	P/S	SGP/HD THB		250,000.0	100%
	Ltd.
	Interroll India Private Limited	Bangalore (IN)	P/S	HD/PR	INR	600.0	100%
	Interroll Japan Co. Ltd.	Tokyo (JP)	S	HD	JPY	10,000.0	100%
	Interroll (Korea) Corporation	Seoul (KR)	S	SGP/HD KRW		1,500,000.0	100%

Function: P = Production, S = Sales, I = Innovation, F = Finance, D = dormant, Owner: HD = Interroll Holding AG, HDE = Interroll Europe BV, TI = Interroll SA, DHO = Interroll Holding GmbH, DKP = Interroll Joki AS, F = Interroll SAS, Saint-Pol-de-Léon, E = Interroll España SA, SGP = Interroll (Asia) Pte. Ltd., Singapore, IAU = Interroll USA Holding LLC, PR = Interroll (Schweiz) AG

Movements within the scope of consolidation in 2024

During the year under review Interroll India Private Limited was acquired.

Changes to the scope of consolidation in 2023

During the year under review no acquisition or divestitures were carried out. However Interroll Real Estate, LLC was merged into Interroll USA Holding, LLC and the assets transferred to the operating entities (Interroll USA, LLC, Interroll Atlanta, LLC and Interroll Engineering West, INC).

Report of the statutory auditor to the General Meeting of Interroll Holding AG Sant'Antonino

Report on the audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of INTERROLL HOLDING AG and its subsidiaries (the Group), which comprise the consolidated balance sheet as at December 31, 2024, and the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of cash flows, the consolidated statement of changes in equity for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the consolidated financial statements (pages 38 to 72 give a true and fair view of the consolidated financial position of the Group as at December 31, 2024 and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards and comply with Swiss law.

Basis for opinion

We conducted our audit in accordance with Swiss law, International Standards on Auditing (ISA) and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the 'Auditor's responsibilities for the audit of the consolidated financial statements' section of our report. We are independent of the Group in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, as well as the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), 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.

Our audit approach

Overall Group materiality: CHF 4,000,000

We concluded full scope audit work at eleven reporting units in six countries ("full scope audits").

In addition, audit of specific accounts were performed on a further seven reporting units in five countries.

Our audit scope addressed 70% of the Group's revenue.

As key audit matter the following area of focus has been identified: Revenue recognition

Materiality

The scope of our audit was influenced by our application of materiality. Our audit opinion aims to provide reasonable assurance that the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate, on the consolidated financial statements as a whole.

Overall Group materiality	CHF 4,000,000
Benchmark applied	Result before income taxes
Rationale for the materiality benchmark applied	We chose the result before income taxes as the benchmark because, in our view, it is the benchmark against which the performance of the Group is most commonly measured, and it is a generally accepted benchmark.

We agreed with the Audit Committee that we would report to them misstatements above CHF 200,000 identified during our audit as well as any misstatements below that amount which, in our view, warranted reporting for qualitative reasons.

Audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.

We designed our audit by determining materiality and assessing the risks of material misstatement in the consolidated financial statements. In particular, we considered where subjective judgements were made; for example, in respect of significant estimates that involved making assumptions and considering future events that are inherently uncertain. As in all our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

Our instructions ensured an appropriate and a consistent audit was performed by the component auditors. In addition, we were involved in the audits of the component auditors by means of various telephone calls, written correspondence and the inspection of reports. Further, as the Group auditor, we performed audits of the consolidation, of the disclosures in the consolidated financial statements and of more complex elements.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue recognition

Consolidated sales of the INTERROLL Group for the financial year 2024 amounted to kCHF 527'105 (2023: kCHF 556'338).

In accordance with IFRS 15, the Group recognizes revenue when a performance obligation is satisfied by transferring control of a promised good or service. The significant portion of the contracts are recognized as revenue on a point in time basis, however there are a few maintenance contracts which are recognized in revenue over time.

As revenue is a key performance indicator and is in the focus of stakeholders, there could be undue pressure to achieve the forecasted results. This could lead to an increased risk relating to sales cut-off and revenues not being recorded in the appropriate accounting period.

We consider revenue recognition to be a key audit matter due to the number of transactions that occur close to year-end and the potential impact of the cut-off date of these transactions on the consolidated financial statements.

We refer to note 4 "Segment Reporting" in the notes to the consolidated financial statements.

Key audit matter How our audit addressed the key audit matter

We performed the following audit procedures to assess whether sales were recognized in the appropriate period:

On a sample basis, we confirmed revenue to the supporting documentation, such as sales orders, shipping documents, invoices and cash receipts. A specific emphasis was set on verifying that revenue transactions at the end of the financial year and at the beginning of the new financial year have been recognized in the proper accounting period by comparing revenues close to the balance sheet date with the respective contractual terms.

We performed enquiries to gain an understanding of processes and internal controls, with respect to revenue recognition.

We consider Management's approach to recognizing revenue in the appropriate period to be reasonable.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements, the consolidated financial statements, the remuneration report and our auditor's reports thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

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

Business Report Corporate Governance Remuneration Report Financial Report Interroll Group Financial Report Interroll Holding AG 75

Board of Directors' responsibilities for the consolidated financial statements

The Board of Directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards and the provisions of Swiss law, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law, ISAs 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 these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is located on EXPERTsuisse's website: http://www.expertsuisse.ch/en/audit-report. This description forms an integral part of our report.

Report on other legal and regulatory requirements

In accordance with article 728a para. 1 item 3 CO and PS-CH 890, we confirm the existence of an internal control system that has been designed, pursuant to the instructions of the Board of Directors, for the preparation of the consolidated financial statements.

We recommend that the consolidated financial statements submitted to you be approved.

PricewaterhouseCoopers AG

Gerhard Siegrist Regina Spälti Licensed audit expert Licensed audit expert Auditor in charge

Zurich, March 12, 2025

<-- PDF CHUNK SEPARATOR -->

––– ––– –––

Financial Report Interroll Holding AG

	Balance sheet	77
	Income statement	77
	Statement of changes in equity	78
	Notes to the Financial Statements	79
1	General Information on the Financial Statements	79
2	Other statutory disclosures	80
3	Other disclosures according to Swiss law	81
4	Proposal for the appropriation of available earnings	81
	Report of the statutory auditor to the General Meeting of Interroll Holding AG Sant'Antonino	82

––– ––– –––

Financial statements of Interroll Holding AG

Balance sheet

in thousands CHF	see notes*	31.12.2024	31.12.2023
Assets
Cash and cash equivalents		2,203	24,290
Accounts receivable from subsidiaries		66	4
Other receivables from third parties		433	631
Loans to subsidiaries		1,912	172
Total current assets		4,614	25,097
Investments		121,878	119,050
Loans to subsidiaries	2.3	—	—
Total non-current assets		121,878	119,050
Total assets		126,491	144,147
Equity and liabilities
Trade and other accounts payable from subsidiaries		584	665
Trade and other accounts payable from third parties		430	71
Loans from subsidiaries	2.4	—	20,712
Accrued expenses		2,430	4,421
Total current liabilities		3,444	25,869
Total non-current liabilities		—	—
Share capital	2.5	854	854
Legal reserve
– Share premium		8	8
– Other legal reserves		5,209	5,209
– Available earnings		172,929	179,455
Treasury shares	2.1	-55,953	-67,248
Total shareholder's equity		123,047	118,278
Total liabilities and equity		126,491	144,147

^*See notes to the financial statements, which are an integral part of this year's financial statement.

Income statement

in thousands CHF	2024	2023
Investment income	15,315	44,635
Royalty income	5,127	5,350
Other operating income	649	580
Financial income	4,575	4,153
Total income	25,666	54,719
Administration expenses	-1,044	-989
Personnel expenses	-1,632	-1,694
Other operating expenses	-1,658	-2,074
Financial expenses	-620	-973
Total expenses	-4,953	-5,730
Result before income taxes	20,713	48,988
Direct taxes	-768	-729
Result	19,946	48,259

Statement of changes in equity

		Reserves from capital
in thousands CHF	Share capital	contrib.	Legal reserve	Available earnings	Own shares	Total
At 1.1.2023	854	8	5,209	157,475	-74,029	89,517
Result 2023				48,259		48,259
Dividend payment, net				-26,280		-26,280
Change of balance for treasury shares					6,781	6,781
At 31.12.2023	854	8	5,209	179,455	-67,248	118,278
Result 2024				19,946		19,946
Dividend payment, net				-26,472		-26,472
Change of balance for treasury shares					11,295	11,295
At 31.12.2024	854	8	5,209	172,931	-55,953	123,047

Notes to the Financial Statements

1 General Information on the Financial Statements

1.1 Accounting policies

Accounting law

The 2024 financial statements were prepared according to the provisions of Swiss law on Accounting and Financial Reporting (32nd title, Swiss Code of Obligations).

Current/non-current distinction

Current assets are assets expected to be realized or consumed in the normal course of the company's operating cycle or assets held for trading purposes. All other assets are classified as non-current assets.

Current liabilities are liabilities expected to be settled by use of cash generated in the normal course of the company's operating cycle or liabilities due within one year from the reporting date. All other liabilities are classified as non-current liabilities.

Foreign currency translation

Transactions in foreign currencies are recorded using exchange rates prevailing at the time of the transaction. Gains or losses arising upon settlement of these transactions are included in the current year's income under financial income and financial expenses, respectively. Monetary assets and liabilities denominated in foreign currencies as at December 31 are translated using the exchange rates prevailing at the balance sheet date. Any gains or losses resulting from this translation are also included in the current year's income, except for realized gains, which are deferred.

Forgoing a cash flow statement and additional disclosures in the notes

As Interroll Holding AG has prepared its consolidated financial statements in accordance with a recognized accounting standard (IFRS), it has decided to forgo presenting additional information on interest-bearing liabilities and audit fees in the notes as well as a cash flow statement in accordance with the law.

1.2 Valuation principles

Cash and cash equivalents, accounts receivable and payable

Cash and cash equivalents are stated at nominal value. Accounts receivable are stated at nominal value less any valuation adjustment for credit risks. Accounts payable are stated at nominal value. Accounts receivable from Group companies arise from services provided by Interroll Holding AG and related invoiced interest and royalties. These services are recognized on an accrual basis.

––– ––– –––

Treasury shares

Treasury shares are stated at acquisition price. In case of sales a potential difference between sales price and acquisition price is accounted in the P&L statement.

Loans

Non-current loans receivable are stated at nominal value less any valuation adjustments deemed necessary to reflect the credit risk. Non-current loans payable are stated at nominal value.

Investments

Investments are stated at cost less any valuation adjustments deemed necessary to recognize a decline other than temporary in value (impairment).

Accrued expenses

Accrued expenses primarily relate to interest due on loans payable stated at nominal value and to accruals for the remuneration of the Board of Directors.

2 Other statutory disclosures

2.1 Treasury shares

Shares sold, acquired and held in the periods under review

In the year under review, the company sold 4,800 own shares (previous year: 2,800 shares were sold). In the year under review, the company did not acquire any shares (previous year: 0 shares). At year-end 2024, the company held 24,893 own shares at the book value of CHF 56.0 million (previous year: 29,918 own shares at a book value of CHF 67.2 million).

Allocation of treasury shares to employees

225 shares (previous year: 217) at a carrying value of CHF 0.6 million (previous year: CHF 0.7 million) were attributed to employees.

2.2 Investments

An overview on the material either directly or indirectly held investments can be found in the notes to the consolidated statements of the Interroll Group (see note "7.4 – Scope of consolidation").

2.3 Loans to subsidiaries

The interest rates used were the following:	lowest	highest
In the year 2024	0.20%	1.50%
In the year 2023	0.20%	0.50%

The loans due to Group companies are normally redeemable with a notification period of three months. As of year-end, the total outstanding group loans amounted to CHF 0.3 million (previous year: CHF 0.2 million). During the year under review no valuation allowance has been accounted for (previous year: CHF 0.0 million).

2.4 Loans from subsidiaries

The following interest rates were used:	lowest	highest
In the year 2024	1.5%	5.8%
In the year 2023	1.5%	7.0%

Loans due from subsidiaries are normally redeemable with a notice period of three months. As at year-end 2024, no Group loans were due.

2.5 Equity capital

Composition of the share capital

The share capital consists of 854,000 fully paid-in registered shares with a par value of CHF 1.00 each (previous year: CHF 1.00). Each share entitles to equal dividend and voting rights. ––– ––– –––

Significant shareholders (at least 3% of the share capital)

The following table shows the number of shares held by the most significant shareholders as well as their participation in percent.

		31.12.2024		31.12.2023
Shareholder/shareholder Group	Number of shares		in % Number of shares	in %
Family Ghisalberti	69,004	8.08	69,004	8.08
Stiftung Erlebnispark Fördertechnik GmbH	34,275	4.01	34,275	4.01
UBS Funds Management (Switzerland) AG	65,701	7.69	33,033	3.87
EGS Beteiligungen AG, Zürich	57,627	6.75	32,993	3.86
BlackRock, Inc., New York	25,755	3.02	25,858	3.03
D. Specht and family	—	—	42,100	4.93
Interroll Holding AG	—	—	29,918	3.50
Various othe shareholders	601,638	70.45	586,819	68.72
Total	854,000	100.00	854,000	100.00

2.6 Contingent liabilities

Interroll Holding AG has issued a guarantee for an existing shared credit facility in the amount of CHF 58.5 million (previous year: CHF 58.5 million) in favor of Interroll (Schweiz) AG. As at year-end 2024 no credit facility was used (previous year: CHF 0.0 million).

In addition, Interroll Holding AG issued letters of continuing financial support in favor of the following Group companies:

Country	Company
Germany	Interroll Automation GmbH, Sinsheim (DE)
France	Interroll S.A.S., La Roche-sur-Yon (FR)
Switzerland	Interroll (Schweiz) AG, Sant'Antonino (CH)

Interroll Holding AG carries joint liability in respect of the federal tax authorities for value added tax debts of all Swiss subsidiaries. Interroll Holding AG also granted advance payment guarantees of CHF 10.4 million, in favor of customers from its subsidiaries.

––– ––– –––

3 Other disclosures according to Swiss law

3.1 Full-time positions

There are no full-time employees at Interroll Holding AG.

3.2 Remuneration of and shares held by the Board of Directors and Group Management

The remuneration of the members of the Board of Directors and Group Management and the shares and options held by the members of the Board of Directors at year-end are disclosed in the remuneration report in accordance with art. 734 et seq. of the Swiss Code of Obligations (see remuneration report, pages 26 to 35).

3.3 Shares and options held by the Group Management

Shares and options owned by the members of Group Management and their related parties were the following:

	Shares per 31.12.			Share of voting rights in % per 31.12. (rounded)
	2024	2023	2024	2023
Ingo Steinkrüger	70	43	0.01	0.01
Heinz Hössli	60	35	0.01	0.00
Maurizio Catino	68	46	0.01	0.01
Alp Ayhan Demirel	—	—	—	—
Richard Keely	108	95	0.01	0.01
Dr. Ben Xia	951	883	0.12	0.11
Total	1,257	1,102	0.15	0.14

Note: As per 31.12.2023 Mr. Jens Karolyi held 104 shares (left Group Management as of 01.01.2024).

4 Proposal for the appropriation of available earnings

Appropriation of available earnings

The Board of Directors proposes to the Annual General Meeting to appropriate the available earnings as per end of the year under review as follows:

in thousands CHF	31.12.2024	31.12.2023
Result	19,946	48,259
Available earnings carried over from previous year	152,982	131,195
Total available earnings carried forward	172,928	179,454
Distribution of a dividend of	27,328	26,472
To be carried forward	145,600	152,982
Total available earnings carried forward	172,928	179,454

Proposed dividend payment

The Board of Directors proposes to the Annual General Meeting to pay a dividend of CHF 32.00 per share. Treasury shares are not entitled to a dividend. A maximum total of CHF 27.3 million would be distributed. In the previous year, a dividend in the amount of CHF 32.00 per share or a maximum of CHF 27.3 million was approved. If this year's dividend proposal is approved, the respective payment will be processed in June 2025.

Report of the statutory auditor to the General Meeting of Interroll Holding AG Sant'Antonino

––– ––– –––

Report on the audit of the financial statements

Opinion

We have audited the financial statements of INTERROLL HOLDING AG (the Company), which comprise the balance sheet as at December 31, 2024, the income statement, and the statement of changes in equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the financial statements (pages 76 to 81) comply with Swiss law and the Company's articles of incorporation.

Basis for opinion

We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the 'Auditor's responsibilities for the audit of the financial statements' section of our report. We are independent of the Company 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.

Our audit approach

Overall materiality: CHF 500,000

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the industry in which the Company operates.

As key audit matter the following area of focus has been identified: Impairment testing of investments

Materiality

The scope of our audit was influenced by our application of materiality. Our audit opinion aims to provide reasonable assurance that the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate, on the financial statements as a whole.

Overall materiality	CHF 500,000
Benchmark applied	Total assets
Rationale for the materiality benchmark applied	We chose total assets as the benchmark because the company primarily holds equity investments in subsidiaries.

We agreed with the Audit Committee that we would report to them misstatements above CHF 165,000 identified during our audit as well as any misstatements below that amount which, in our view, warranted reporting for qualitative reasons.

Audit scope

We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements. In particular, we considered where subjective judgements were made; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Impairment testing of investments

Key audit matter How our audit addressed the key audit matter We consider impairment testing of investments Management carried out impairment tests on all

to be a key audit matter because of their significance on the balance sheet. Investments in subsidiaries amount to CHF 121.8 million (96.4% of total assets).

Please refer to the note "Investments" in "General information on the financial statements" in the notes to the financial statements of INTERROLL HOLDING AG. investments in subsidiaries. We performed the following audit procedures:

Firstly, we discussed with management whether any indications of impairment were identified in relation to an investment.

Subsequently, for a sample of selected investments, we verified the factors used to calculate potential impairment and reperformed the calculation.

Management assessed individually the recoverability of investments, except where the standalone financial statements prepared in accordance with IFRS or an impairment test showed that these were confirmed by positive equity.

We discussed in detail with Management their assessment and reperformed it, and we checked the outlook based on the budget approved by the Board of Directors for plausibility. Based on the audit procedures described above, we addressed the risk of an incorrect valuation of the investments in subsidiaries. We have no findings to report.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements, the consolidated financial statements, the remuneration report and our auditor's reports thereon. ––– ––– –––

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

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

Board of Directors' responsibilities for the financial statements

The Board of Directors is responsible for the preparation of financial statements in accordance with the provisions of Swiss law and the Company's articles of incorporation, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes 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 these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on EXPERTsuisse's website: http://www.expertsuisse.ch/en/audit-report. This description forms an integral part of our report.

Report on other legal and regulatory requirements

In accordance with article 728a para. 1 item 3 CO and PS-CH 890, we confirm the existence of an internal control system that has been designed, pursuant to the instructions of the Board of Directors, for the preparation of the financial statements.

We further confirm that the proposed appropriation of available earnings complies with Swiss law and the Company's articles of incorporation. We recommend that the financial statements submitted to you be approved.

PricewaterhouseCoopers AG

Gerhard Siegrist Regina Spälti Auditor in charge

Licensed audit expert Licensed audit expert

Zurich, March 12, 2025

––– ––– –––

Financial Calendar 2025

Preliminary financial figures 2024 (unaudited)	January 29
Publication Annual Report 2024 and balance sheet press conference	March 13
Annual General Meeting	June 6
Publication Half-Year Report 2025	July 31

Contact and publishing details

If you have any questions regarding the Interroll Group or would like to be included in our distribution list, please contact the Investor Relations team: investor.relations@interroll.com

Heinz Hössli

Investor Relations

Tel.: +41 91 850 25 44

E-mail: investor.relations@interroll.com

Editor

Interroll Holding AG Via Gorelle 3 6592 Sant'Antonino, Switzerland

Tel.: +41 91 850 25 25 Fax: +41 91 850 25 05 www.interroll.com

Concept/Design/Realization

Linkgroup AG, Zurich www.linkgroup.ch

––– ––– –––

Note on the Annual Report

This Annual Report is only available in English.

Note on rounding

Please note that slight differences may arise as a result of the use of rounded amounts and percentages.

Forward-looking statements

This Annual Report contains certain forward-looking statements. Forward-looking statements include all statements which do not relate to historical facts and events and contain future-oriented expressions such as "believe," "estimate," "assume," "expect," "forecast," "intend," "could" or "should" or expressions of a similar kind. Such forward-looking statements are subject to risks and uncertainties since they relate to future events and are based on the company's current assumptions, which may not take place in the future or be fulfilled as expected.

The company points out that such forward-looking statements provide no guarantee for the future and that the actual events, including the financial position and profitability of the Interroll Group and developments in the economic and regulatory fundamentals, may vary substantially (particularly on the downside) from those explicitly or implicitly assumed in these statements. Even if the actual assets for the Interroll Group, including its financial position and profitability and the economic and regulatory fundamentals, are in accordance with such forward-looking statements in this Annual Report, no guarantee can be given that this will continue to be the case in the future.

Interroll Holding AG

Via Gorelle 3 | 6592 Sant᾽Antonino | Switzerland www.interroll.com

© Interroll Holding AG