Autoneum Holding Ltd was incorporated on December 2, 2010 as a Swiss corporation domiciled in Winterthur. The Company does not have any employees.

The financial statements were prepared according to the provisions of the Swiss Law on Accounting and Financial Reporting (32^nd title of the Swiss Code of Obligations). Where not prescribed by law, the significant accounting and valuation principles applied are described below.

Loans granted in foreign currencies are translated at the rate at the balance sheet date, whereby unrealized losses are recorded but unrealized gains are not recognized. In the case where the currency effect of loans is hedged, both unrealized losses and gains are recognized.

Treasury shares are recognized at acquisition cost and deducted from shareholders’ equity at the time of acquisition. In case of a sale, the gain or loss is recognized in the income statement as financial income or financial expenses.

Borrowings are recognized in the balance sheet at nominal value. The issue costs for the bonds and for finance agreements are recognized as accrued income and deferred expenses due from third parties and amortized on a straight-line basis over the maturity period.

Investments are valued using the single-item approach.

There are no extraordinary expenses in 2022 and 2021.

The subsidiaries, associated companies and non-consolidated investments are listed in note 16. They are owned directly or indirectly by Autoneum Holding Ltd.

Loans due to related parties comprise a loan of CHF 5.0 million that was granted by the pension fund of an Autoneum Group entity to the Company. The loan bears an interest rate of 1.0% (December 31, 2021: 0.35%) and is due within six days upon cancellation of the agreement by either the lender or the borrower.

In 2019, the two main shareholders of Autoneum Holding Ltd have granted a subordinated loan of CHF 20.0 million each and with an interest of 4.0%. As the agreed financial ratio has been reached in two consecutive financial quarters, the two subordinated shareholder loans of CHF 20.0 million each were repaid in 2021.

On July 4, 2016 Autoneum Holding Ltd issued a fixed-rate bond with a nominal value of CHF 75.0 million, which is listed on the SIX Swiss Exchange (AUH16, ISIN: CH0326213904). The bond carries a coupon rate of 1.125% and has a term of seven years with a final maturity on July 4, 2023.

On December 8, 2017 Autoneum Holding Ltd issued a fixed-rate bond with a nominal value of CHF 100.0 million, which is listed on the SIX Swiss Exchange (AUT17, ISIN: CH0373476032). The bond carries a coupon rate of 1.125% and has a term of eight years with a final maturity on December 8, 2025.

Autoneum maintains a long-term credit agreement with a banking syndicate in the amount of CHF 350.0 million, whereof CHF 164.9 million was drawn at year-end (December 31, 2021: CHF 131.4 million). The line of credit may partly be used as a guarantee facility. On June 29, 2020 the former long-term credit agreement was amended, among other things, with regards to the financial covenants. The final maturity date remained unchanged at December 31, 2022. On October 31, 2022 a new loan agreement in the amount of CHF 350.0 million with a syndicate of banks led by UBS and Credit Suisse was signed. The new loan agreement has a final maturity date at October 31, 2027 and replaces the syndicated loan, which was due to run until December 31, 2022. The interest rate is based on the SARON rate plus an applicable margin, which is determined based on the ratio of net debt to EBITDA. An adjusted ratio of net debt to EBITDA represents the customary financial covenant of that agreement. Compliance with financial covenants is checked on a regular basis and reported to the banking syndicate. In the fiscal years 2022 and 2021, the financial covenants were met at all times.

The share capital amounts to CHF 233 618.15. It is divided into 4 672 363 fully paid-up registered shares with a par value of CHF 0.05 each.

For issuing convertible bonds, warranty bonds and for granting shareholder options, the share capital can be increased by a maximum of 700 000 fully paid-up registered shares with a par value of CHF 0.05 up to a maximum value of CHF 35 000. Furthermore, for the issuance of shares to employees of subsidiaries, the share capital can be increased by a maximum of 250 000 fully paid-up registered shares with a par value of CHF 0.05 up to a maximum value of CHF 12 500.

These reserves include an amount of CHF 0.1 million (December 31, 2021: CHF 0.1 million) whose distribution as dividends is not subject to income taxes in Switzerland and can be effected free of Swiss withholding tax. The remaining part of the legal capital reserve does not benefit from the Swiss capital contribution principle.

The following transactions with treasury shares were performed during the financial year:

Autoneum Holding Ltd has guaranteed CHF 49.3 million (December 31, 2021: CHF 32.8 million) to financial institutions for granting credit facilities to direct and indirect subsidiaries and CHF 1.1 million (December 31, 2021: CHF 19.3 million) to other third parties for securing transactions they entered into with direct and indirect subsidiaries and other third parties. No financing commitment was given in favor of a subsidiary in either 2022 or 2021.

Part of the remuneration of the Board of Directors is paid in shares of Autoneum Holding Ltd. In 2022, 7 055 shares (2021: 5 414 shares) with a total value of CHF 856 971 (2021: CHF 963 800) were allocated and 6 183 shares (2021: 4 640 shares) were transferred to the members of the Board of Directors. The remaining shares were withheld by the Company to account for the beneficiaries’ part of social security contributions and withholding taxes.

The following shares were held by members of the Board of Directors or the Group Executive Board, including parties related to them (Art. 663c Swiss Code of Obligations):

At December 31, 2022 Autoneum knew that the following shareholders had more than 3% of the Company voting rights (in accordance with Art. 663c of the Swiss Code of Obligations):

Details of the disclosures can be found at:
www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html#/

Autoneum signed an agreement to acquire the automotive business of Borgers on January 6, 2023. The transaction is expected to close in April 2023 following antitrust clearance. The enterprise value paid amounts to EUR 117.0 million. The transaction will initially be financed through a new credit facility which is available in addition to the syndicated loan of CHF 350.0 million renewed in October 31, 2022. A capital increase in the amount of approximately CHF 100.0 million is planned for the long-term refinancing of the acquisition.