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 (32nd 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 2023 and 2022.

The subsidiaries, associated companies and non-consolidated investments are listed in note 15. They are owned directly or indirectly by Autoneum Holding Ltd.

Investments in non-consolidated companies of CHF 22.2 million (December 31, 2022: CHF 18.7 million) are valued at quoted market value on December 31, 2023.

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 1.8% (December 31, 2022: 1.0%) and is due within six days upon cancellation of the agreement by either the lender or the borrower.

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. On December 31, 2023 the market value of the bond was CHF 98.5 million (December 31, 2022: CHF 96.0 million).

Autoneum maintains a long-term credit agreement with a banking syndicate in the amount of CHF 350.0 million, whereof CHF 222.8 million was drawn at year-end (December 31, 2022: CHF 164.9 million). The line of credit may partly be used as a guarantee facility. On October 31, 2022 the loan agreement in the amount of CHF 350.0 million with a syndicate of banks led by UBS and Credit Suisse was renewed. 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. On October 26, 2023 the long-term credit agreement was amended, among other things, with regards to the final maturity date that was extended from October 31, 2027 to October 29, 2028. 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 2023 and 2022, the financial covenants were met at all times.

On January 31, 2023 Autoneum Holding Ltd signed an additional bridge facility agreement with UBS and Credit Suisse in the amount of CHF 150.0 million, initially drawn on March 31, 2023 and with final maturity date on January 31, 2024. At December 31, 2023 the full amount of the bridge facility agreement was repaid.

The share capital of Autoneum Holding Ltd as at December 31, 2022 was divided into 4 672 363 registered shares with a nominal value of CHF 0.05 per share. On September 28, 2023 Autoneum Holding Ltd carried out a capital increase from the capital band that led to an increase by 1 168 090 registered shares based on the previous 4 672 363 registered shares outstanding as at December 31, 2022. The share capital is fully paid up.

The share capital amounts to CHF 292 022.65 (December 31, 2022: CHF 233 618.15). It is divided into 5 840 453 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 101.2 million (December 31, 2022: 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 Swiss Federal Tax Administration (SFTA) has not yet confirmed the increase portion (CHF 101.1 million) from capital contributions as a capital contribution as per Article 5(1^bis) Withholding Tax Act. 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 17.1 million (December 31, 2022: CHF 49.3 million) to financial institutions for granting credit facilities to direct and indirect subsidiaries and CHF 30.2 million (December 31, 2022: CHF 1.1 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 2023 or 2022.

Part of the remuneration of the Board of Directors is paid in shares of Autoneum Holding Ltd. In 2023, 6 806 shares (2022: 7 055 shares) with a total value of CHF 884 644 (2022: CHF 856 971) were allocated and 5 996 shares (2022: 6 183 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.

There are no significant events after the balance sheet date which could impact the book value of the assets or liabilities, or which should be disclosed here.