gategroup Holding AG (“Company”), headquartered in Glattbrugg (Switzerland), is the holding company of gategroup (hereinafter referred to as “gategroup” or “group”), a market-leading global network of companies in the catering and hospitality business. As of 31 December 2025, the corporate network of gategroup encompassed 194 entities in 63 countries and 171 are included in the scope of consolidation. Associates and joint ventures are entities where the Company does not have control and these are not consolidated. For further detail on the Company’s subsidiaries, please refer to 126 of the consolidated financial statements. Neither the Company nor any of its subsidiaries’ equity securities are listed on SIX Swiss Exchange or any other stock exchange.
The Company is indirectly owned in equal shares by two shareholders. They are:
In 2025 no changes in significant shareholdings have occurred.
The global management functions are centralized in the Company’s headquarters in Glattbrugg and comprise, inter alia, the Company’s corporate bodies (see below in detail), Finance and Tax, Legal & Compliance, M&A, Global Operations, Commercial, Human Resources, IT and Global Communications. The global management functions are supported by a network of regional management functions which are established in the key areas of the group’s business and which directly support the business needs of our regional and commercial teams. The Company’s organizational structure is subject to re-alignment from time to time to ensure the structure is ideally suited to achieve business objectives.
As of 31 December 2025, the share capital (Aktienkapital) of the Company amounts to CHF 180,557,383.75 and is divided into 144,445,907 fully paid-in registered shares (Namensaktien) with a nominal value of CHF 1.25 each.
The Company may issue its registered shares in the form of single share certificates (Einzelurkunden), global share certificates (Globalurkunden), uncertificated securities (einfache Wertrechte) or ledger-based securities (Registerwertrechte) and may also organize its shares as intermediated securities (Bucheffekten). As of 31 December 2025, all 144,445,907 shares of the Company were registered with SIX SIS as intermediated securities (Bucheffekten).
The share capital may be increased (in each case, by means of conditional share capital (bedingtes Aktienkapital):
In the case of share issuances from conditional share capital (bedingtes Aktienkapital), the advance subscription rights of the existing shareholders are and/or may be excluded by the Board in the events and under the conditions laid out in Article 3bis of the Company's articles of association1 dated 7 August 2024 ("Articles of Association"), which can be obtained online on the gategroup.com website.
As of 31 December 2025, the Company’s Articles of Association do not allow for the increase or decrease of the share capital within the limits of a capital band (Kapitalband).
In 2025 and the past three financial years, the Company’s share capital has not been changed.
For additional information on the capital structure and the transferability of the Company’s shares, please refer to Part II (Capital) and Article 4, respectively, of the Articles of Association.
Gategroup Finance (Luxembourg) S.A., a fully owned direct subsidiary of the Company, issued a Swiss law governed, non-convertible bond listed with SIX Swiss Exchange in the form of intermediated securities based on a permanent global certificate (Globalurkunde). The Company acts as guarantor under the bond. The details of the bond are as follows:
gategroup Finance (Luxembourg) S.A.
33 St. James’s Square
SW1Y 4JS
London
England
The Board is entrusted with the ultimate direction of the Company’s business and the supervision of the persons entrusted with the Company’s management. It determines the organization and management structure of the group and adopts the group’s fundamental business policy and resolutions concerning strategic issues. For the entire scope of the Board’s non-delegable duties please refer to Article 17 of the Articles of Association.
The Board represents the Company towards third parties and manages all matters that have not been delegated to another body of the Company by law, the Articles of Association or by other regulations. The members of the Board and the chair of the Board are elected individually for a term of one year by the General Meeting of Shareholders (Generalversammlung). The Board constitutes itself outside of the powers of the General Meeting of Shareholders (Generalversammlung).
Article 15 of the Articles of Association provides that the Board may consist of a minimum of five (5) and a maximum of ten (10) members. As of 31 December 2025, the Board consists of ten (10) members, all of whom were elected (Dinesh Khanna) or re-elected by the General Meeting of Shareholders (Generalversammlung) on 13 March 2025 for a term of office of one year, with the exception of Lina Hares who was elected on 23 October 2025. Timo Vättö was re-elected as Chairman of the Company and Uwe Krueger was re-elected as Vice-Chairman. The members of the Board can be re-elected without limitation. No member of the Board may hold more than ten (10) additional mandates of which no more than four (4) may be in listed companies. However, certain mandates (e.g. mandates in governing bodies of group companies) are not subject to such limitation. For detailed information on the members of the Board (including their professional background and other mandates) please refer to the Board section of this report. The Board has re-appointed Angela Petzold Theiler, Chief Legal Officer of the Company, as secretary of the Board.
The Chairman of the Board convenes, organizes and chairs the meetings of the Board and, in the case of a tie, casts the decisive vote. Resolutions can also be adopted by unanimous circular decision. Resolutions adopted at Board meetings are documented through written minutes. Meetings are generally held as often as required, but at least four (4) times each year, and unless all of the members agree otherwise, at least once every four (4) months. In 2025, the Board met eleven times. The meetings lasted between 40 minutes and approximately 10.5 hours. Four of the meetings took place at the Company’s headquarters in Glattbrugg, Switzerland, and one two-day meeting was held in Doha, Qatar. The remaining six meetings took place via video call.
Effective control by the members of the Board is ensured by a comprehensive set of information and control rights. Information rights on all affairs of the Company and the group can be exercised during meetings of the Board vis-à-vis each Board member and present member of the group management (in particular, the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”). At the request of a member of the Board, members of the EMB and other members of the management can be invited to attend Board meetings. The Board can determine that other third parties, for example external consultants, may attend part or all of the meetings. In the fiscal year under review, the CEO, the CFO and, depending on the agenda items, other members of the EMB and other managers of the Company as well as external advisors were present at Board meetings and/or committee meetings. Outside of Board meetings, any information request concerning the course of the group’s business can be posed through the chair of the Board to the CEO.
The CEO and the CFO have a duty to report on the course of business of the Company and the group at each meeting of the Board. The CEO must immediately report to the chair of the Board any material extraordinary event and any material change within the Company or the group.
In accordance with Swiss law, the Articles of Association and the Company’s organizational rules, the Board has delegated the Company’s operational management to the CEO, who is supported by the EMB. In addition, the Board has established the Audit Committee and the Nomination and Compensation Committee as advisory bodies to the Board.
The Audit Committee consists of four (4) non-executive members of the Board: Thomas Weyer (chair), Björn Bajan, Bernie Han and Dinesh Khanna. The members of the Audit Committee were elected (Dinesh Khanna) or re-elected by the Board on 13 March 2025. The Audit Committee assists the Board in fulfilling its duties of supervising the management and organization of the group’s financial controls, financial planning and reporting. It reviews and assesses, among others, the Company’s risk management, compliance with applicable laws, rules and internal policies, auditors’ reports, the appointment, re-appointment or termination and remuneration of the Company’s auditors, as well as the financial statements. It further reviews, together with the CEO and the CFO, whether the group’s accounting principles and financial control mechanisms are appropriate, and reports its findings and recommendations to the Board.
To fulfill its responsibilities the Audit Committee has unrestricted access to the group’s management, books and records. It is not vested with own decision-making authority. The Audit Committee reports its proposals, assessment, findings within its scope of duties to the Board and makes related recommendations.
In the reporting year, the Audit Committee met six times. The meetings lasted between one and two hours. The appointed auditor (Revisionsstelle) for the financial year 2025 participated in two meetings of the Audit Committee. The CEO, CFO, and the Chief Legal Officer,as well as the Director Internal Audit attended all meetings of the Audit Committee in 2025. Other members of the management attended occasionally as required.
The Nomination and Compensation Committee consists of three (3) non-executive members of the Board: Björn Bajan (chair), Vivian Lam and Timo Vättö. The members of the Nomination and Compensation Committee were re-elected by the General Meeting of Shareholders (Generalversammlung) on 13 March 2025. There have been no changes in this reporting year.
The main duties and responsibilities of the Nomination and Compensation Committee are to prepare and propose to the Board the Company’s remuneration system, including compensation of the Board and the Executive Management Board, as well as bonus and participation plans. It reviews and recommends the terms of employment or mandate agreements of the members of the Executive Management Board and the Board.
The Nomination and Compensation Committee has unrestricted access to the group’s management, books and records, as well as to mandate and employment agreements. Unless otherwise provided for in the Articles of Association, it is not vested with own decision-making authority. The Nomination and Compensation Committee reports its proposals, assessment and findings within its scope of duties to the Board and makes related recommendations.
In the reporting year, the Nomination and Compensation Committee met five times. The meetings lasted between 1 – 2 hours. Members of the management and external advisors attended occasionally as required.
The CEO has the responsibility to manage and administer the day-to-day business of the group under the overall direction and supervision of the Board and in accordance with the approved business plan and budgets. The CEO is the direct link between the Board, to which he has a duty to report and whose resolutions he has to implement, and the group management, which he needs to organize, manage and control. The CEO is supported by the members of the EMB.
The EMB consists of the CEO and those persons who were appointed by the Board. The members of the EMB attend to the day-to-day business of the group under the supervision of the CEO and within their functional duties. Within the EMB the CEO has the sole decision-making power and all other members of the EMB report to him. No member of the EMB may hold more than five (5) additional mandates of which no more than one (1) may be in a listed company. However, certain mandates (e.g. mandates in governing bodies of group companies) are not subject to such limitation.
As of 31 December 2025 the EMB consisted of nine (9) members (including the CEO): Christoph Schmitz (as CEO), Herman Anbeek (as President Europe), Sebastien Burnier (as Chief Operating Officer and President Southern Europe and Africa), Federico Germani (as Chief Commercial Officer and President LATAM & APME), Dr. Jeanette Hron (as Chief People Officer), Jens Kuhlen (as President North America), Angela Petzold Theiler (as Chief Legal Officer and Corporate Secretary), Chris Plüss (as President gatesolutions), and Urs Schwendinger (as CFO). For further information on the CEO and the current members of the EMB and their functions, please refer to the EMB section of this annual report.
The compensation of the members of the Board and the EMB is determined in accordance with legal and statutory requirements and the Articles of Association. The Board submits the maximum aggregate amount of compensation of the Board for the term until the next annual General Meeting of Shareholders and of the EMB for the next fiscal year to the General Meeting of Shareholders (Generalversammlung) for approval, on a yearly basis. For further detail on basic compensation principles, please refer to Article 20 of the Articles of Association.
According to Article 21 of the Articles of Association credit and loan agreements in favor of any member of the EMB may not exceed CHF 500,000 per person. No EMB member was granted a loan or credit during this reporting year. No loans or credits were outstanding as of 31 December 2025 .
In respect to the reporting of non-financial matters, please refer to the group’s ESG Report, which sets out in detail the group’s efforts and achievements in respect to environmental matters, social matters, employee matters, respect for human rights and anti-corruption measures.
The auditor (Revisionsstelle) is an independent external body of the Company and is elected every year by the General Meeting of Shareholders (Generalversammlung). Re-election of the auditor is permitted, provided that the auditor remains at all times independent and meets special professional standards required by applicable law. The auditor reports directly to the General Meeting of Shareholders (Generalversammlung). The activities and reports of the auditor are monitored and reviewed by the Audit Committee within its responsibility (see above).
Ernst & Young AG is the auditor for the Company and the group. It was re-elected as the Company’s auditor for the reporting year by the General Meeting of Shareholders (Generalversammlung) on 13 March 2025. Ernst & Young AG has served as the Company’s auditor since the financial year 2016.
The auditors are elected annually at the Annual General Meeting for one year upon proposal of the Board of Directors. When selecting the auditors, the Board of Directors takes various criteria into account, in particular the independence, quality, reputation and costs of the auditors. The auditor in charge has been responsible for auditing the individual financial statements of gategroup Holding AG as well as the consolidated financial statements of the gategroup Group since fiscal year 2019. The auditor in charge is changed every seven years at the latest, as required by law.
The fees charged by EY as the auditor of gategroup Holding AG and its subsidiaries were CHF 3.6m for audit services, CHF 0.3m for audit-related services and CHF 0.4m, for tax and other services for a total amount equal to CHF4.3m.