72
Schindler
Financial Statements 2025
Corporate Governance
73 Group structure and shareholders
75 Capital structure
77 Board of Directors and Committees of the Board
90 Group Executive Committee
94 Compensation, participations, and loans
94 Shareholders' participation rights
95 Change of control and defensive measures
96 Auditing body
97 Information policy
98 Close periods
The Corporate Governance Report contains the information required by the Directive on Information Relating to Corporate Governance issued by the SIX Swiss Exchange, effective December 31, 2025, and is structured in accordance with the Directive. The required disclosures of the compensation and participations of the company's most senior management are provided in the Compensation Report. In addition, an explanation is provided in accordance with the "comply or explain" principle if the company's corporate governance deviates from the recommendations set out in the Swiss Code of Best Practice for Corporate Governance (referred to hereinafter as the Swiss Code).
Group structure and shareholders
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Group structure
Schindler Holding Ltd. is a holding company under Swiss law that is headquartered in Hergiswil (Canton
of Nidwalden, Switzerland). Its registered shares (ISIN: CH0024638212, Swiss security number: 2.463.821, SCHN) and participation certificates (ISIN: CH0024638196, Swiss security number: 2.463.819, SCHP) are listed
on the SIX Swiss Exchange. As at December 31, 2025, the market capitalization of Schindler Holding Ltd. amounted to CHF 31.1 billion. Schindler Holding Ltd. has a direct or indirect interest in the consolidated companies listed in note 28 of the Group Financial Statements.
As one of the world's leading suppliers of elevators, escalators, and moving walks, the Schindler Group is active in the areas of production, installation, maintenance, and modernization in the most important markets around the globe. The company also offers digital solutions for transit and building management. Its operating structure as at December 31, 2025, can be summarized as follows:
Board of Directors
Supervisory and Strategy Committee Group Executive Committee
Chief Executive Officer (CEO)
Chief Financial Officer (CFO), Deputy CEO Chief Human Resources (CHR)
Chief Information Officer (CIO) Chief Technology Officer (CTO) Europe North
Europe South Americas Asia-Pacific China
Information on organizational or management changes after December 31, 2025, is provided in section 1.4 Events after the balance sheet date.
The duties of the full-time Supervisory and Strategy Committee are described in section 3.5.2.1 and in
the Organizational Regulations of Schindler Holding Ltd., which are available on the company's website at: group.schindler.com - Company - Corporate Governance - Organizational regulations (group.schindler.com/en/company/corporate-governance/organizational-regulations.html).
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Significant shareholders
As at December 31, 2025, the Schindler and Bonnard families and parties related to these families held -within the scope of shareholder agreements - 46 036 921 registered shares of Schindler Holding Ltd., corresponding to 68.6% of voting rights of the share capital entered in the Commercial Register. There are
no further shareholders who have notified a holding of more than 3% of voting rights of Schindler Holding Ltd. according to Article 120 of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct
in Securities and Derivatives Trading (FMIA). No notifications according to Article 120 of FMIA were published during the reporting year. Previous notifications can be viewed at:
https://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html.
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Cross-shareholdings
Schindler Holding Ltd. has no cross-shareholdings of more than 5% in any company outside the Schindler Group.
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Events after the balance sheet date
None pursuant to Article 8 of the Directive on Information Relating to Corporate Governance issued by the SIX Swiss Exchange.
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Group structure
Capital structure
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Capital
As at December 31, 2025, the ordinary share capital of Schindler Holding Ltd. totaled CHF 6 707 745.20 and its participation capital totaled CHF 4 071 683.10.
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Capital band and conditional capital
As at December 31, 2025, Schindler Holding Ltd. had no capital band nor conditional capital.
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Changes in capital in the last three years
No changes of the share and participation capital occurred in the period between January 1, 2023, and December 31, 2025.
In a press release dated October 17, 2024, Schindler announced the launch of a buyback program for its own shares and participation certificates of up to CHF 500 million for the purpose of cancellation through capital reduction, expected to run until no later than November 5, 2026. The transactions carried out since the start of the buyback program are disclosed on the following website:
group.schindler.com/en/investor-relations/share-information/share-buyback-program.html.
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Shares and participation certificates
As at December 31, 2025, the share capital totaled CHF 6 707 745.20. It is divided into 67 077 452 fully paid-in registered shares, each with a nominal value of CHF 0.10. Subject to Article 13 of the Articles
of Association, each share carries the right to one vote, as well as the right to a share of retained earnings and to a share of the proceeds of liquidation, corresponding to its nominal value.
As at December 31, 2025, the participation capital totaled CHF 4 071 683.10. It is divided into 40 716 831 fully paid-in bearer participation certificates, each with a nominal value of CHF 0.10. Having equity securities listed at SIX Swiss Exchange, the company is permitted to hold bearer participation certificates. Each participation certificate carries the right to a share of retained earnings, and to a share of the proceeds of liquidation, corresponding to its nominal value. It does not, however, carry any voting rights, or any other rights of membership, such as participation in General Meetings of Shareholders.
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Profit-sharing certificates
Schindler Holding Ltd. has not issued any profit-sharing certificates.
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Limitations on share transferability and nominee registrations
Limitation on share transferability
According to Article 13 of the Articles of Association, the Board of Directors shall refuse registration of an acquirer as a full shareholder in the share register if:
the acquirer has not acquired the share(s) in his/her own name and on his/her own account, or
registration would result in the acquirer holding more than 3% of voting rights The voting rights of related shareholders are counted together.
In accordance with Swiss federal law requiring the demonstration of Swiss control, the registration of foreign acquirers can be refused if, as a result of their registration, all foreign shareholders together would hold more than 10% of voting rights.
The statutory restrictions on registration do not apply if:
on June 15, 1992, the acquirer was already recorded in the share register as holding at least 3% of voting rights, or the acquirer is the spouse, child or other descendant, brother, or sister of such a person, or
the voting rights were acquired directly by inheritance, division of estate, or matrimonial property law
The General Meeting of Shareholders may determine exceptions to the percentage limits by relative majority, whereby a legally binding decision requires at least half of the shares entered in the Commercial Register to be represented. Applicants have the right to have their application presented at the General Meeting of Shareholders. The General Meeting of Shareholders did not have to reach a decision on any application for exceptions in the financial year 2025.
Further details on the restrictions on registration and exceptions thereto are set out in Article 13 of the Articles of Association of Schindler Holding Ltd., which are available at:
group.schindler.com - Company - Corporate Governance - Articles of Association (group.schindler.com/en/company/corporate-governance/articles-of-association.html).
Information by majority shareholders
The majority shareholders informed that in the event of a sale of 49% or more of the voting rights to an acquirer that is not party to their shareholder agreement, they will only vote in favor of an exception to the percentage limits if the acquirer makes a voluntary public offer at a price that is equivalent to that paid to the majority shareholders.
Nominee registrations
The Articles of Association do not contain any special regulations regarding the registration of nominees in the share register.
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Convertible bonds and options
Convertible bonds
Schindler Holding Ltd. has no outstanding convertible bonds.
Employee options
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Capital
Schindler Holding Ltd. has no outstanding employee options.