Corporate governance

Corporate governance forms an important element of Zurich Airport Ltd.’s corporate management. It is based on transparency and clearly defined responsibilities. The company meets the guidelines of SIX Swiss Exchange and those of the Swiss Code of Obligations and observes the Swiss Code of Best Practice for Corporate Governance recommendations issued by economiesuisse.

Group and capital structures

Group structure

Zurich Airport Ltd. is a semi-public joint-stock company under Swiss law, based in Kloten in the Canton of Zurich. For details concerning the group operational structure, please see the section on segment reporting. Apart from Zurich Airport Ltd., which is listed on SIX Swiss Exchange (securities no. 31941693, ISIN CH0319416936, market capitalisation as at 31 December 2025: CHF 7.7 billion), the consolidated group does not comprise any other listed companies. However, it does include the following unlisted companies:

GRI 2-1

Company

Domicile

Share capital

Stake held as at 31.12.2025

Stake held as at 31.12.2024

Zurich Airport Ltd.

Kloten

CHF 307,018,750

Parent company

Parent company

Airport Ground Services Ltd.

Kloten

CHF 100,000

100.0%

100.0%

Zurich Airport International Ltd.

Kloten

CHF 100,000

100.0%

100.0%

Yamuna International Airport Private Ltd.

New Delhi

INR 25,892 million

100.0%

100.0%

Concessionária do Aeroporto Internacional de Florianópolis S.A.

Florianópolis

BRL 304 million

100.0%

100.0%

Zurich Airport Latin America Ltda.

Rio de Janeiro

BRL 581 million

100.0%

100.0%

Aeroportos do Sudeste do Brasil S.A.

Vitória

BRL 421 million

100.0%

100.0%

Concessionária do Aeroporto Internacional de Natal S.A.

Natal

BRL 155 million

100.0%

100.0%

A-Port S.A.

Santiago de Chile

CLP 16,139 million

100.0%

100.0%

Sociedad Concesionaria Aeropuerto de Antofagasta S.A.

Santiago de Chile

CLP 3,600 million

100.0%

100.0%

Sociedad Concesionaria Aeropuerto Diego Aracena S.A.

Santiago de Chile

CLP 10,700 million

100.0%

100.0%

A-Port Operaciones S.A.

Santiago de Chile

CLP 1,352 million

99.0%

99.0%

A-Port Operaciones Colombia S.A.S.

Bogotá

COP 100 million

99.0%

99.0%

Unless otherwise stated, data included in sustainability and non-financial reporting likewise refer to the majority-owned subsidiaries.

GRI 2-2

Capital structure

The company’s ordinary share capital amounts to CHF 307,018,750, which is divided into 30,701,875 fully paid-up registered shares with a nominal value of CHF 10.00 each. All shares have the same dividend entitlements and voting rights (as long as they have been entered in the Share Register accordingly). As at the reporting date there is no conditional capital and no capital band has been defined; likewise, there are no participation or dividend right certificates and no outstanding convertible bonds or options.

For information concerning the distribution of shares to employees (no options are distributed), please refer to the financial report, consolidated financial statements according to IFRS, notes to the consolidated financial statements, note 3, Personnel expenses.

The changes in share capital, reserves and available earnings (financial statements according to the provisions of the Swiss Code of Obligations) during the past three years are shown below:

(CHF million)

31.12.2022

31.12.2023

31.12.2024

31.12.2025

Share capital

307.0

307.0

307.0

307.0

Statutory capital reserves: capital contribution reserves

117.0

83.2

43.3

0.3

Statutory retained earnings

42.4

42.4

42.4

42.4

Voluntary retained earnings

109.7

109.8

109.9

109.9

Treasury shares

–0.1

–0.9

–0.3

–0.9

Profit carried forward

1,699.0

1,820.2

1,980.4

2,162.3

Result for the year

194.9

283.0

313.9

315.5

Total equity

2,469.9

2,644.8

2,796.6

2,936.5

Together with the statutory capital reserves, the statutory retained earnings do not reach the required 50% of the share capital. The allocations to the statutory retained earnings provided for in the individual stand-alone financial statements were not proposed to the Annual General Meeting from 2023 to 2025. This formal error has not had any impact on the level of equity. Zurich Airport Ltd. always had voluntary retained earnings and sufficient available earnings. Zurich Airport Ltd. regrets this error and has taken measures to prevent such incidents from occurring in future. A formal correction concerning this matter will be presented at the next Annual General Meeting in April.