Notes to the financial statements of Sulzer Ltd

1General information

Sulzer Ltd, Winterthur, Switzerland (“company”), is the parent company of the Sulzer group. Its financial statements are prepared in accordance with Swiss law and serve as complementary information to the consolidated financial statements.

These 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.

2Key accounting policies and principles

Treasury shares

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

Investments in subsidiaries and third parties

The participations are valued at acquisition cost or if the value is lower, at value in use, using generally accepted valuation principles.

Non-current interest-bearing liabilities

Non-current interest-bearing liabilities are recognized in the balance sheet at amortized cost. Discounts and issue costs for bonds are amortized on a straight-line basis over the bond’s maturity period.

Share-based payments

Sulzer Ltd operates a share-based payment program that covers the Board of Directors. Restricted share units (RSU) are granted annually. The plan features graded vesting over a three-year period. One RSU award is settled with one Sulzer share at the end of the vesting period. Awards automatically vest with the departure from the Board. The fair value of the Sulzer share at vesting date is recognized as compensation to the Board of Directors.

In 2025, the Group introduced a new long‑term incentive plan, Blocked Shares, which replaces the former Restricted Share Unit Plan (RSU) for the Board of Directors. As of the 2025 AGM, the Board members receive a blocked share grant. The shares are blocked for three years from the allocation date on March 1st of the following year. The fair value of the granted shares is measured at Sulzer’s closing share price on the grant date.

Foregoing a cash flow statement and additional disclosures in the notes

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

3Cash and cash equivalents

As of December 2025, Sulzer had access to a syndicated credit facility of CHF 500 million maturing on December 31, 2026. The facility includes two one-year extension options and a further option to increase the credit facility by CHF 250 million (subject to lenders’ approval). In 2022 and 2023, the group exercised the options, extending the term of the credit facility in the amount of CHF 415 million to December 2028.

4Investments in subsidiaries

A list of the major subsidiaries held directly or indirectly by Sulzer Ltd is included in note 34 to the consolidated financial statements.

5Equity

Share capital

The share capital amounts to CHF 342’623.70, made up of 34’262’370 shares with dividend entitlement and a par value of CHF 0.01. All shares are fully paid in and registered.

Shareholders holding more than 3%

Treasury shares held by Sulzer Ltd

The total number of treasury shares held by Sulzer Ltd as of December 31, 2025, amounted to 524’796 (December 31, 2024: 509’455 shares), which are mainly held for the purpose of issuing shares under the management share-based payment programs.

6Interest-bearing liabilities

All the outstanding bonds are traded on SIX Swiss Exchange.

7Contingent liabilities

As of December 31, 2025, CHF 363.0 million (2024: CHF 397.4 million) in guarantees, sureties and comfort letters for subsidiaries to banks and insurance companies were utilized.

8Administrative expenses

Sulzer Ltd does not have any employees. The compensation of the Board of Directors includes share-based payments and remuneration. Other administrative expenses contain management services and recharges from subsidiaries.

9Investment income, investment and loan expenses

In 2025, the investment income contains ordinary and extraordinary dividend payments from subsidiaries amounting to CHF 223.3 million (2024: CHF 204.8 million).

The investment and loan expenses contain allowances on investments amounting to CHF 0.5 million (2024: CHF 15.3 million). The share of loss from associates amounts to CHF 10.3 million (2024: CHF 2.7 million).

10Other income

The income from trademark license amounts to CHF 48.0 million (2024: CHF 47.7 million).

11Financial income and expenses

The financial income contains interests on loans with subsidiaries amounting to CHF 27.5 million (2024: CHF 32.6 million) and CHF 0.5 million (2024: CHF 1.8 million) with banks. The realized and unrealized gain on marketable securities amounts to CHF 6.2 million (2024: loss of CHF 0.4 million). The foreign currency revaluation on intercompany loans resulted in a loss of CHF 36.2 million (2024: gain of CHF 9.7 million).

The financial expenses contain mainly interest expenses on interest-bearing liabilities of CHF 16.5 million (2024: CHF 15.5 million).

12Share participation of the Board of Directors, Executive Committee and related parties

Restricted share units for members of the Board

The compensation of the Board of Directors consists of a fixed cash component and a restricted share unit (RSU) component with a fixed grant value. The number of RSU is determined by dividing the fixed grant value by the volume-weighted share price of the last ten days prior to the grant date. One-third of the RSU each vest after the first, second and third anniversaries of the grant date, respectively. Upon vesting, one vested RSU is converted into one share in Sulzer Ltd. The vesting period for RSU granted to the members of the Board of Directors ends no later than on the date on which the member steps down from the Board.

Granted Sulzer shares to members of the Board of Directors

In 2025, the Group introduced a new long‑term incentive plan, Blocked Shares, which replaces the former Restricted Share Unit Plan (RSU) for the Board of Directors. As of the 2025 AGM, the Board members receive a blocked share grant. The shares are blocked for three years from the allocation date on March 1st of the following year. The fair value of the granted shares is measured at Sulzer’s closing share price on the grant date. The number of shares allocated is calculated by dividing the individual grant value by the three‑month volume‑weighted average share price (VWAP) preceding the relevant allocation date. Participants are entitled to receive dividends declared during the blocking period.

In 2025, the grant value to the members of the Board of Directors amount to CHF 0.8 million. The number of shares is determined by dividing the fixed grant value by the volume-weighted average share price of the trading days in thel ast three months before the allocation date.

13Subsequent events after the balance sheet date

At the time when these financial statements were authorized for issue, the Board of Directors was not aware of any events that would materially affect these financial statements.