annual report 2010/11 · annual report 2010/11 responsible for investor relations: nicolas...

Annual Report 2010/11

Responsible for Investor Relations:Nicolas EichenbergerChairman of the Board of Directors

Tel +41 (0)24 447 02 82Fax +41 (0)24 447 02 71

[email protected]

Infranor Inter Ltd.Glattalstrasse 37CH-8052 Zurich

Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71

www.infranor.com

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Tel +41 (0)24 447 02 82Fax +41 (0)24 447 02 71

[email protected]


Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71

www.infranor.com

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Contents

2 Key figures for the Infranor Group

3 Securities of Infranor Inter Ltd.

4 Profile

6 The Financial Year 2010/2011

10 Infranor Division

12 Cybelec Division

15 Corporate Governance

27 Financial Report of the Infranor Group

51 Financial Report of Infranor Inter Ltd.

62 Addresses

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2

Key Figures

Infranor Group Annual Report 2010/2011

Infranor Group 1,000 CHF 06/07 07/08 08/09 09/10 10/11

Sales 71,287 75,564 54,050 39,041 49,260

Change versus previous year as % 13.6 6.0 – 28.5 – 27.8 26.2

Gross margin as % of sales 56,2 56.8 58.0 61.3 58.7

EBIT 4,530 5,402 – 8,241 1,962 4,875

Change versus previous year as % 8.3 19.2 n.a. 123.8 148.5

as % of sales 6.3 7.1 – 15.2 5.0 9.9

Net profit/(loss) 2,202 2,790 – 9,258 – 148 1,873

Change versus previous year as % 93.2 26.7 n.a. 98.4 n.a.

Return on sales as % 3.1 3.7 – 17.1 – 0.4 3.8

Cash flow from operating activities 680 5,205 3,210 – 2,489 3,375

Change versus previous year as % – 72.1 665.4 – 38.3 n.a. n.a.

as % of sales 1.0 6.9 5.9 – 6.4 6.9

Free cash flow – 2,059 3,822 817 – 4,155 2,315

as % of sales – 2.9 5.1 1.5 n.a. 4.7

Total assets 47,565 48,248 40,270 34,850 34,530

Shareholders’ equity 7,728 14,033 2,921 2,262 3,112

Equity ratio (%) 16.2 29.1 7.3 6.5 9.0

Return on equity (%) 33,6 25.6 – 109.2 – 5.7 69.7

Average number of employees 298 299 177 179 208

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Infranor Group Annual Report 2010/2011 3

Infranor Inter Securities

Infranor Group 1,000 CHF 06/07 07/08 08/09 09/10 10/11

Sales 71,287 75,564 54,050 39,041 49,260

Change versus previous year as % 13.6 6.0 – 28.5 – 27.8 26.2

Gross margin as % of sales 56,2 56.8 58.0 61.3 58.7

EBIT 4,530 5,402 – 8,241 1,962 4,875

Change versus previous year as % 8.3 19.2 n.a. 123.8 148.5

as % of sales 6.3 7.1 – 15.2 5.0 9.9

Net profit/(loss) 2,202 2,790 – 9,258 – 148 1,873

Change versus previous year as % 93.2 26.7 n.a. 98.4 n.a.

Return on sales as % 3.1 3.7 – 17.1 – 0.4 3.8

Cash flow from operating activities 680 5,205 3,210 – 2,489 3,375

Change versus previous year as % – 72.1 665.4 – 38.3 n.a. n.a.

as % of sales 1.0 6.9 5.9 – 6.4 6.9

Free cash flow – 2,059 3,822 817 – 4,155 2,315

as % of sales – 2.9 5.1 1.5 n.a. 4.7

Total assets 47,565 48,248 40,270 34,850 34,530

Shareholders’ equity 7,728 14,033 2,921 2,262 3,112

Equity ratio (%) 16.2 29.1 7.3 6.5 9.0

Return on equity (%) 33,6 25.6 – 109.2 – 5.7 69.7

Average number of employees 298 299 177 179 208

Key stock figures 06/07 07/08 08/09 09/10 10/11

Number of bearer shares as at 30.4. 642,925 775,496 776,996 776,996 776,996

Share capital as at 30.4. million CHF 12.8 15.5 15.5 15.5 15.5

Dividend per bearer share CHF 1.50 2.00 0.00 0.00 0.50

Payout ratio % 43.0 54.8 0.0 0.0 20.4

Consolidated EBIT per share CHF 7.05 6.97 n.a 2.56 6.37

Consolidated earnings per share CHF 3.49 4.00 n.a n.a 2.45

Consolidated equity per share CHF 12.02 18.09 3.76 2.91 4.01

P / E ratio 13.8 11.3 – 2.2 – 117.4 10.8

Stock prices CHF 06/07 07/08 08/09 09/10 10/11

High 52.00 51.75 45.00 33.00 28.00

Low 25.30 40.00 20.30 19.10 19.20

As at 30.4. 48.00 45.00 26.95 22.70 26.45

Market capitalisation Million CHF 06/07 07/08 08/09 09/10 10/11

As at 30.4. 30.9 34.9 20.9 17.6 20.6

Key figures convertible bond 06/07 07/08 08/09 09/10 10/11

Number of bonds at year-end 868,300 338,016 332,016 435,930 435,930

Number of bonds converted

in the course of the year 8,500 530,284 6,000 0 0

Prices

High in % 120.00 112.00 105.00 101.25 107.00

Low in % 99.00 107.00 92.50 99.50 100.00

As at 30.4. in % 112.00 110.50 98.50 100.00 104.00

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4

Activities

Infranor, which was established in 1941, has focused its activities on the automation of me-chanical processes in industry since 1959.

Infranor automation solutions provide quick, precise individual movements in machines and overall control of machinery, systems and equip-ment used in industrial manufacturing, the packaging industry, industrial handling, the process industries for food, chemicals, pharma-ceuticals and textiles, plastic and paper process-ing as well as in medical and nuclear engineer-ing. Thanks to a wide range of experience in many different application areas, Infranor is also in a position to take on markets with new demands at any time. Infranor sells automation solutions ranging from individual components to entire systems that have been developed and adapted in accordance with customer require-ments. In these applications, Infranor mainly uses its own servo motors, electronic systems, control-lers and software. These components drive, reg-ulate and control movements, coordinate mul-tiple axes and control entire machines.

Infranor’s target is to achieve a high level of value creation by providing applications in forward-looking niche markets that require extensive know-how, excellent engineering skills and flex-ibility for product adaptations.

Core competence

Infranor’s core competence is in intelligent me-chatronics: electronic signals are converted into controlled movements, and the interaction thereof is then coordinated in programmable systems. Infranor combines the synergies of different engineering disciplines with this mechatronic approach. This core competence applies to all of the Infranor Group’s activities.

Organisation

The Infranor Group operates on the market with two divisions – Infranor and Cybelec.

Infranor Division

The Infranor Division forms a worldwide net-work of independent operational units that provide customer-specific optimised industrial- automation solutions. Each local company has autonomous, extensive problem-solving exper-tise in the use of individual components and combinations thereof and for creating entire sys-tems. The scope of its work includes engineer-ing, the sale of Infranor products and comple-mentary products and service. The Infranor Support Centre in Switzerland is available to them for dealing with complex problems.

Infranor development and production units pro-vide sophisticated, self-developed base products that can be adapted to customer requirements. Their components can be systematically com-bined with other Infranor products. With their know-how, they represent a source of important technical support for the engineering activity.

Infranor – added value with controlled motion

Infranor Group Annual Report 2010/2011 Profile

Profile

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5

Cybelec Division

The Cybelec Division is a world market leader for the continuous automation of bending presses based on numeric controllers. Cybelec has acquired this position by means of a range of products that covers all aspects of bending presses. Cybelec is a leader in every product category – from entry level to mid range and the high end.

To its customers, Cybelec is a full-range provider of everything that has to do with bending presses, with electric drives and electronics. Since 2006, Cybelec also provides machine con-trollers for the machine-tool industry under the brand name FASTware.

Markets

The Infranor Group supplies manufacturers of all kinds of production materials. The company’s main sales territories are the three primary geo-graphical markets for automation: Europe, Asia and North America. The total volume of these markets for servo motors, drivers, regulators, con-trollers and electronic system components is sev-eral billion Swiss francs. The activities of the In-franor Group in the automotion market are concentrated on niches in which it works out op-timum solutions in close technical collaboration with customers.

Strategy

Both divisions address their customers directly and specifically via the Internet and technical exhibitions. Synergies between the two divisions are actively exploited.

–

The Infranor Division operates as an industry-independent specialist for automation solutions. Servo motors with intelligent drivers and su-pervisory controllers from our own develop-ment and production are the main products being used.

The Cybelec Division operates as an industry-related full-range supplier that employs non- Infranor sales channels.

Both divisions aim to achieve growth that isorganic and also possibly through acquisitions (should the opportunity arise). The main focus of the Infranor Division is on increasing its mar-ket share by means of new products and special application solutions. The division increases its market presence be reinforcing existing sales structures and making fill-in acquisitions wher-ever possible. Geographical expanding is also a possibility. As well as increasing its share of the market, the Cybelec Division seeks to expand inside and outside the sheet-metal processing industry and particularly by expanding into re-lated processes and new niche markets.

Financial targets

The growth strategy of the Infranor Group is mainly oriented to increasing profits. The plan is to achieve an EBIT margin of more than 10 per - cent in the medium term. The prerequisites for this are a profitable increase in sales, conscien-tious margin management and careful monitor-ing of operating costs.

–

–

–

Infranor Group Annual Report 2010/2011 Profile

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6

is constantly becoming more flexible. Moreover, it ensures a greater level of profitability.

Infranor is positioned in promising niches which demand increased automation, modularity, min-iaturisation and dynamism. Its customers are ac-tive in a broad range of areas such as robotics, electronics, micro-technology, packaging, tex-tiles, biotechnology, medicine, foodstuffs, new materials and simulators.

Sustained recovery during 2010

Turning the clock back a year, a nascent recov-ery had been in evidence since September 2009. The year 2010 confirmed this trend: the strong demand from Asia, the need for replacement in-vestment and the introduction on to the market of new technological solutions (developed in partnership with customers) enabled Infranor to make up much of the ground lost during the course of the recession in the 2008/09 year un-der review. In terms of sales, the negative impact of the exchange rate for converting euro into Swiss francs masked this improvement to a cer-tain degree.

During the past year under review, each Group company therefore achieved solid sales growth and once again recorded a net profit.

Comments on the financial result

At 52.4 million CHF, new orders exceeded the budgeted figure (47.2 million CHF or +11.0 per cent) and the figure recorded a year ago (41.8 million CHF or +25.4 per cent), and sur-passed annual sales by 6.3 per cent. This increase is largely due to the return to health of major customers, irrespective of their geographical lo-cation. The results achieved by both the In-franor Division (29.8 million CHF as against a budgeted figure of 28.3 million CHF and 23.8 million CHF as of 30 April, 2010) and the Cybelec Division (19.4 million CHF as against a budgeted figure of 18.4 million CHF and 15.3 million CHF a year ago) were convincing. At an exchange rate in Swiss francs equal to that

The 2010/2011 Financial Year

Infranor Group Annual Report 2010/2011 Financial Year 2010/2011

Activities and strategy

Automation is gradually freeing mankind from the constraints under which it has been placed, saving people from wasting energy and allowing them more free time.

The underlying aim of automation is therefore just as much spiritual as it is material. It is grad-ually relieving mankind of the thankless tasks which it has to perform, such as monitoring, control, management, recognition of forms, as-sisting with decision-making, design, diagnostics or maintenance.

Machinery of all kinds is gradually replacing hu-man intelligence. It is taking over organisational and managerial tasks, memory functions and, little by little, relieving humans of a great many worries. The help which machinery provides is already resulting in considerable savings in terms of both physical and mental energy.

Within industry, companies are increasingly au-tomating their means of production, aware as they are of the measures needed in order to con-tinue manufacturing locally. They regard such steps as a way of remaining competitive and of reducing their fixed costs in relation to sales, while preserving and even improving quality.

Generally speaking, companies in favour of in-creased levels of automation gain a technical and economic advantage which is difficult to overcome. With better trained staff and a more flexible organisational structure, they are able to adapt more easily to changing conditions. And with a lower social burden in financial terms compared to their earnings, they face fewer dif-ficult decisions in terms of human resources.

Infranor is active in the rapidly growing sector of industrial automation. Every day, it focuses increasingly on the robotisation of machinery, allowing for automatically controllable, repro-grammable and multi-purpose production tools. Industrial automation enables complex machin-ery and equipment to carry out tasks reliably, quickly and accurately and in a manner which

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7

pact of the exchange rate between the Euro and the Swiss franc. Net profit after tax of 1.9 mil-lion CHF was recorded, surpassing the forecasts made during the year under review (– 0.2 mil-lion CHF as at 30 April 2010).

Positive operating cash flow of 3.4 million CHF was mainly allocated to the repayment of bank advances amounting to 2.4 million CHF. The positive trend in business enabled the Infranor Group to renounce the standstill agreement en-tered into with Swiss banks in April 2009. It did this at the end of the financial year, which was nevertheless before the end of the agreement’s term.

Consolidated balance sheet

Although total assets of 34.5 million CHF re-mained at roughly the same level as was re-corded on 30 April 2010 (34.8 million CHF), their make-up differed. Fixed assets fell by 1.7 million CHF, following the targeted inter-ruption of investment in capital goods and the capitalisation of changes in intangible assets, while current assets – essentially underpinned by inventories, which were up by 1.2 million CHF to 9.5 million CHF – reached 25.1 million CHF. Stocks rose in particular in production compa-nies (by two-thirds in electronic products), in an attempt to offset increases in waiting times and the uncertainties relating to deliveries of mate-rial used to manufacture its own products.

Net debt (comprising cash and financial debt subject to interest), which was subject to ongo-ing monitoring by the Board, fell by 14 per cent, from 19.9 million CHF in the previous year to 17.1 million CHF. It should be noted that an in-itial repayment of 1.0 million CHF was made in respect of the subordinated bond CDO 2006-13 (8.3 million CHF).

Shareholders’ equity rose once again, from 2.3 million CHF on 30 April, 2010 to 3.1 mil-lion CHF a year later, including an unrealised exchange loss of 1.0 million CHF on invest-ments. Shareholders’ equity accounted for 9 per

on 30 April 2010, consolidated new orders would have equalled 55.9 million CHF (+33.9 per cent).

Consolidated sales reflected a comparable situ-ation (49.3 million CHF as against a budgeted figure of 46.5 million CHF and 39.0 million CHF as at 30 April 2010). Some of the individual in-creases were considerable compared to sales for the previous year; these were mainly in the de-velopment and production companies but also in certain sales and engineering companies.

The surge in sales helped to increase the gross margin in absolute terms (28.9 million CHF as against 23.9 million CHF in the previous fiscal year). Expressed in relative terms (58.7 per cent), the same margin fell noticeably compared to the figure recorded on 30 April 2010 (61.3 per cent). This decrease is explained on the one hand by the presence of major customers with a lower contribution margin and on the other by a greater share of direct sales from produc-tion companies. The impact of the sharp rise in raw material prices, which was mainly felt at the end of the financial year, was not negligible. It should be noted that the effect of the exchange rate has had barely any influence on the gross margin.

At 22.3 million CHF, operating expenses were kept under control (budgeted figure of 23.3 mil-lion CHF), despite markedly increasing on the figure of 20.3 million CHF recorded in the pre-vious year under review. A key element in this regard was the need to recruit staff within the production entities in order to address the sus-tained growth in business. The rise in the bal-ance of operating expenses was moderate.

The EBIT margin was increased to 4.9 mil-lion CHF and represented a 9.9 per cent share of sales. Compared to the previous fiscal year’s figure of 5.0 per cent, this share virtually dou-bled.

Financial expenses rose sharply, to 2.3 million CHF, and included an unrealised exchange loss of 0.7 million CHF following the negative im-


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8

cent of total assets. Added to the bond CDO 2006-13 and the convertible bond 2009-16, both of which are subordinated, shareholders’ equity accounted for 42.8 per cent of total assets as at 30 April 2011.

Outlook

The year under review began as expected, bol-stered by orders on hand of 10.4 million CHF (8.9 million CHF as at 30 April, 2010). The rate of new orders remained high, outstripping that of sales. This is proof of the strength of the ma-chine robotisation market, with market players now planning their orders over the longer term. European and Asian, but also increasingly In-dian and Brazilian customers all display a cer-tain degree of optimism which looks set to con-tinue until the end of the 2011 calendar year.

The Infranor Group is continuing its transfor-mation into a provider of automation systems and products which are outside of its traditional fields of industrial production. As forecast, the first orders were placed from the start of 2011. Niches where demand is very high, such as the generation of renewable energy or simulators of different kinds, to name just a few, offer real growth opportunities for the Group. Infranor expects to continue penetrating these kinds of markets, based in Europe and in South-East Asia.

In view of the above, the Infranor Group antic-ipates that it will achieve sales of 54.0 million CHF for the 2011/12 year under review, an in-crease of 9 per cent compared to sales generated during the last year. It expects to be affected by the recovery of raw materials prices and its gross margin will therefore be eroded slightly. More-over, it will support the numerous developments required by its customers for new machines, which will lead to the employment of engineer-ing staff, a source of future expertise. The EBIT margin is expected to exceed 9 per cent of total sales and the consolidated profit after tax should be around 2.5 million CHF.

The Group will continue its efforts to reduce its bank debts, thereby allowing it a certain level of independence and giving it greater room for manoeuvre.

Infranor securities

Bearer shares

In early 2010/11, the quoted price of bearer shares amounted to 22.70 CHF. It fluctuated around this level throughout the financial year, stabilising at 26.45 CHF at the end of April 2011. The highest value for the year was 28.00 CHF, while the lowest was 19.20 CHF.

Subordinated convertible bonds 2009-16

The price was listed at 100.00% on 1 May 2010 and at 104% at the end of the financial year. No bonds have been converted - it became only pos-sible to do this from 21 June, 2010 onwards.

Shareholders’ Meeting 2011

The result of the 2010/11 year under review con-firms the recovery efforts of the Infranor Group. The Board of Directors favors the consolidated debt relief. Given to the positive business trend, it proposes the distribution of a dividend amounting 0.50 CHF per bearer share.

Passing of our Honorary Chairman, Mr Maurice

Eichenberger

Mr Maurice Eichenberger passed away on 11 May 2011. His unstinting contribution touched all areas of our company. His expertise, imagi-nation, confidence and corporate spirit shaped the transformation of Infranor, founded in 1941, from the moment he joined the company.

In 1959 Maurice Eichenberger positioned our company to focus on a revolutionary activity: in-dustrial electronics. From this moment on, In-franor S.A., a shareholding of Perrot Duval, con-sisted of a ‘Lighting’ department and an ‘Automation’ department.


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9Infranor Group Annual Report 2010/2011 Outlook 2010/2011

Ever since its launch in 1938, Infranor’s lighting business had focused on the development, man-ufacture and sale of large-scale projectors. In Eu-rope, the company recorded a number of suc-cesses. Between 1950 and 1968, these included illuminations for Geneva’s water fountain, ca-thedrals (Geneva, Lausanne, Paris, etc.), the Sphinx in Egypt, Versailles and several Loire châ-teaux (castles), the Roman Forum, and many sports grounds, car parks, construction sites and aircraft parking bays at airports.

In Europe, Maurice Eichenberger’s outstanding contribution was in joining forces with ‘Sons et Lumières’, light shows which enabled monu-ments and châteaux to be brought to life, ac-companied by the narration of original texts. Through his impetus, Infranor was also able to forge a career in the United States from 1960 onwards, obtaining in particular the right to il-luminate a series of major bridges in New York, as well as a number of famous sports stadiums.

The advent of powerful, cheap and long-lasting gas lamps towards the end of the 1960s shifted the emphasis of expertise in this sector towards lamp manufacturers. Infranor sold its division to one of its North American rivals in 1972.

Maurice Eichenberger’s main contribution came in the Automation Division. Around 1960, it became clear that the company would not be-come an ‘international industrial’ business un-less it pooled its abilities to master both current and future technologies. The company chose to pursue mastery of pioneering technologies which could gradually be used in the field of in-dustrial automation. This was, in fact, the mo-ment when the transistor succeeded the cath-ode ray tube.

A ironless motor, low-inertia and of varying dy-namic capacities enabled Infranor to make its first moves into these technologies. The success enjoyed by its unique range of punched tape readers – in both industrial and military appli-cations –consolidated these measures. They also meant that the company was able to monitor the

development of all other base components in as-semblies and sub-assemblies, and even in com-plete systems used in automation.

The Group sold punched tape readers to a number of numerical control manufacturers, before becoming a machinery manufacturer, at the start of the 1970s, using a ‘printed circuit router’. Infranor was then rapidly able to offer industrial drive systems in areas different to those of machine tools. This marked the start of international industrialisation and an opening up to new market segments, and was followed by the creation and acquisition of more than 20 sales, engineering and production companies worldwide.

As part of a market in 1960 which did not even exist, the company was able to enter a market which would later be known as ‘automation or robotisation’ and eventually became global leader in this area.

In 1987, Maurice Eichenberger brought all of the Infranor entities together under a single banner to form Infranor Inter, which he floated on the stock exchange.

Acknowledgements

The Board of Directors and the Management of Infranor would like to warmly thank all Group employees for their unwavering commitment in emerging from the difficult period through which Infranor passed in 2009. Their generous and continuous contribution was instrumental in the Group’s recovery since the start of 2010. They deserve our full appreciation and respect. In the same vein, the Board of Directors would like to thank the Group’s trading partners and customers for their commitment, consideration and support, as well as to shareholders and bondholders for their trust.

Nicolas EichenbergerChairman of the Board of Directors

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10Infranor Group Annual Report 2010/2011 Infranor Division

Products and services

During the financial year, the division was able to focus on the enlargement of the XtrapulsPac compact multi-purpose AC servo-controllers. Due to the success of the 230 volt series, the mar-ket has widely requested for this family to be ex-tended to 400 volts.

In parallel, Infranor France has been requested to toughen the wind generator solution in or-der to increase resistance to extreme and very demanding environments. This work will be very helpful and may be used in other product ranges.

These new solutions, together with the high-per-formance non-cogging XtraforsPrime AC servo-motors, have been used to implement worldwide systems solutions, fully supported when neces-sary by our Infranor Support Centre.

It has to be noted that the powerful FASTware Computer Numerical Control (CNC) system, de-veloped by Cybelec in Switzerland, has been used by Infranor Motion Control Technology in Shanghai to develop high-end solutions in China. Should the commercial results be visible in 2012, this will be an example of the synergy between the two divisions, and a perfect exam-ple of Infranor’s approach to the robotisation of machines.

Activities

The Infranor Division consists of the classic In-franor activities, i.e. the whole choice of products and services of an industry-independent drive specialist. The Infranor engineering companies and departments serve their local markets and use the base products that are developed and manufactured within the division. These are servo-motors from Infranor-Mavilor in Spain and servo-amplifiers and controllers from Infranor in France. For specific needs, Infranor also offers their customers solutions consisting of products from other sources. Outside the geographic mar-kets served by Infranor directly, the Infranor products are offered in collaboration with world-wide representatives.

The division – (the holding company Infranor Holding SA, Yverdon-les-Bains) – comprised nine operating companies at the end of April 2011. The full list of entities can be found on page 34. No new company was created dur-ing the 2010/11 financial year.

Infranor Division

Segment Report

Segment Infranor1,000 CHF 10/11 09/10

Order intake 32,194 26,430

Change versus previous year

as % 21.8 % – 17.0 %

Orders on hand 8,156 7,317


as % 11.5 % 33.2 %

Net sales 29,810 23,778


as % 25.4 % – 31.4 %

EBITDA 4,351 2,103

as % of net sales 14.6 % 8.8 %

EBIT 3,124 921


Average number

of employees 146 125

Net assets – 97 – 520

Gross investments 894 748

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11Infranor Group Annual Report 2010/2011 Infranor Division

Commentary and outlook

The figures recorded by the Infranor Division during the 2010/11 year under review have been pleasing. The growth in sales generated by the development and production entities (Infranor France +59 per cent, Mavilor Motors +50 per cent) as well as a number of the sales and engi-neering companies (Infranor China +163 per cent, Infranor Germany +52 per cent, Infranor Switzerland +44 per cent) testify to this. Orders from the traditional client base as a whole (ma-chine tools, packaging, textiles, etc.), which had temporarily ceased during 2009, returned to a level comparable to that achieved before the economic recession. Only the sales companies in Spain and the United States, attuned to slowly recovering local economies, have maintained a level of sales to match that achieved during the previous financial year.

Compared to the 2009/10 year under review, the Infranor Division on the whole increased its sales figures by 25.4 per cent, from 23.8 million CHF to 29.8 million CHF. The gross margin, however, fell by – 2.9 per cent points during the course of the 2010/11 year under review, from 61.6 per cent to 58.7 per cent, mainly due to the increase in raw material prices at the end of the year and the return of ‘high-volume’ customers, resulting in lower contribution margins. Oper-ating expenses rose sharply from 0.7 million CHF to 14.4 million CHF due to the change in the struc-

ture of production with regard to increasing the business volume. Overall, the division’s EBIT margin, which was positive for the second year under review in succession, amounted to 10.5 per cent (3.9 per cent a year earlier), thereby underlining its earning capacity.

Growth of nearly 10 per cent is planned for the 2011/12 year under review. The division’s sales should therefore reach 32 million CHF, with the EBIT margin stabilising at around 10 per cent.

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12Infranor Group Annual Report 2010/2011 Cybelec Division

Cybelec Division

Activities

This division is an industry-specific full-range supplier with a leading position in industries or industrial niche markets. In the area of bending presses, the division has clearly already achieved this position, as far as controllers are concerned. Cybelec is the world’s largest provider in terms of volume. Thanks to a flexible product policy, entry-level products, controllers for the wide general market and leading-edge products can all be provided.

It proved to be helpful that Cybelec has started diversifying into the demanding digital controls business for the machine-tool industry. Although that segment was also badly hit by the drop in the economy, it still provides possibilities for en-larging the order volumes and for maintaining the occupation of the workforce.

The division comprises Cybelec SA, Yverdon-les-Bains, and its two 100 per cent shareholdings in Italy and China. No new company was created during the 2010/11 year under review.

Segment Report

Segment Cybelec1,000 CHF 10/11 09/10

Order intake 20,194 15,329


as % 31.7 % – 1.2 %

Orders on hand 2,252 1,613


as % 39.6 % 0.6 %

Net sales 19,450 15,263


as % 27.4 % – 21.2 %

EBITDA 2,554 1,895

as % of net sales 13.1 % 12.4 %

EBIT 2,051 1,391


Average number

of employees 62 54

Net assets 4,616 4,437

Gross investments 115 231

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13Infranor Group Annual Report 2010/2011 Cybelec Division

Segment Report Products and services

In the press brake market, while the VisiTouch has set a new record in functionality, the market activities are concentrated on standard CNC so-lutions. The presentation of the new CybTouch6, the Cybelec Touchscreen CNC for simple ma-chines in Europe has been followed by the worldwide première in China of the CybTouch8 in Beijing. This new controller has increased functionality in a compact product, and expands our new CybTouch family for the entry to mid-dle-range press brake applications.

More recently, industrialised countries like China and India are requesting Cybelec to pro-vide ‘full system’ solutions optimised for the needs of their respective countries. For this pur-pose, Cybelec has developed partnerships to pre-pare the CybMotion family. CybMotion will ad-dress the ‘entry range’ motion applications of the press brake machines, which are not within the scope of Infranor.

In parallel, the FASTware solution family has been extended to fit into the Infranor Chinese team, which develops CNC applications for their local customers.

In order to increase its market exposure, Cybe-lec has involved more partners in the world, in particular in India, as this part of the world is booming.

Commentary and outlook

The 2010/11 year under review confirmed the recovery in investments in the area of bending presses. The division’s order intake stood at 20.2 million CHF compared to 15.3 million CHF during the previous year. Sales rose by 27.4 per cent, from 15.3 million CHF in 2009/10 to 19.5 million CHF, matching the level recorded

in the 2008/09 financial year (19.4 million CHF). The strength of the market segment is based on bending press manufacturers in South-East Asia (+48 per cent) and in Turkey (+25.3 per cent).

Underpinned by the increase in sales, the gross margin increased by 22 per cent to 11.3 mil-lion CHF and remained at 58.3 per cent in rel-ative terms, which bears out the rational subcon-tracting policy implemented three years ago. The increase in raw material prices has had lit-tle impact to date.

Operating expenses including depreciation rose from 7.9 million CHF to 9.3 million CHF on ac-count of the increase in staff both in Switzerland, where there was a clear need to develop the en-gineering structure, as well as in China, mainly for the purpose of production and assembly for the local market. The division as a whole had 62 members of staff as at 30 April 2011 as against 54 a year earlier. The EBIT margin (2.0 million CHF) represented some 10.5 per cent of the di-vision’s total sales, thus underlining its solid con-struction.

The new year under review has begun in the same way as the previous year: demand, in terms of both existing products and services and de-velopments in new sectors of metal forming, re-mains buoyant not only in Europe and Asia, but also in India and Brazil. The division plans to achieve sales of 22 million CHF, construct a pro-duction and assembly organisation adapted to local Chinese needs and record an EBIT mar-gin in excess of 2.0 million CHF.

122.indd 13 14.07.2011 13:40:21

123.indd 14 14.07.2011 13:41:12

Corporate Governance

16 Group Structure and Major Shareholders

17 Capital Structure

19 Board of Directors

22 Group Management

23 Compensations, Shareholdings and Loans

24 Shareholder’s Participation

24 Changes of Control and Defense Measures

24 Auditors

25 Information Policy

123.indd 15 14.07.2011 13:41:12

16Infranor Group Annual Report 2010/2011 Corporate Governance

The rest of the information concerning direct

investments and their subsidiaries can be found

on page 34. Infranor Inter Ltd. does not have any

holdings in listed companies. Infranor Inter Ltd.

bearer shares are traded on the Local Caps seg-

ment of the SIX Swiss Exchange under security

number 724910, Telekurs und Swiss quote: INI,

Thomson Reuters: INI.S. Based on the 2010/11

year-end price of 26.45 CHF, the market capital-

isation as of 30 April, 2011, was 20.6 million CHF.

The new convertible bond 2009-16 is traded

since December 22, 2009 on the “Helvetica”

OTC market which is handled by Bondpartners

in Lausanne.

Registered office:

Infranor Inter Ltd.

Glatttalstrasse 37

Postfach, CH-8052 Zurich

Tel. +41 (0)44 307 45 00

Fax +41 (0)24 447 02 71

www.infranor.com

Group Management office:

Infranor Holding S.A.

Rue des Uttins 27

CH-1401 Yverdon-les-Bains

Tel. +41 (0)24 447 02 70

Fax +41 (0)24 447 02 71

1. Group structure and major shareholders

The chapter on corporate governance shows how

Infranor Inter Ltd. has organised management

and control functions within the Group. The

corporate governance disclosures are fully com-

pliant with the SIX Swiss Exchange directives on

information relating to corporate governance.

1.1 Group structure

The Infranor Group is divided into two divi-

sions. The Infranor Division operates as an

industry-independent drive specialist, particu-

larly in the general servo and drive technology

area. These products are used by manufacturers

of machinery and equipment in many different

industries. The Cybelec Division is a complete

provider of electrical equipment that has to do

with bending presses, with electric drives and

electronics. The company also supplies controls

for the machine-tool industry and general ma-

chine automation.

The companies are also divided into two divi-

sions from a legal standpoint. The companies in

the Infranor Division are gathered under the

subholding Infranor Holding S.A. in Yverdon-

les-Bains, Switzerland, and the companies in

the Cybelec Division are gathered under the

Cybelec S.A. headquarters in Yverdon-les-Bains,

Switzerland. As a company that is quoted on

the stock exchange, Infranor Inter Ltd. owns

100 percent of Infranor Holding S.A. and

Cybelec S.A.


123.indd 16 14.07.2011 13:41:13


2.2 Authorised and conditional capital

At the Annual Shareholders’ Meeting of

Infranor Inter Ltd. held on 31 October, 2002, a

motion was passed to raise conditional capital

of no more than 6,350,000 CHF, consisting of

no more than 317,500 bearer shares, each with

a par value of 20 CHF. According to article 5a of

the Articles of Association, the company’s share

capital may be increased through the exercise

of options or conversion rights that have been

granted in connection with bonds or loans of

the company or one of its subsidiaries. These

shares are excluded from the shareholders’ sub-

scription rights. As of 30 April, 2011, there was

still conditional share capital of 3,510,080 CHF

after conversion of bonds.

2.3 Changes in capitalas at 30 April 2011 2010 2009

Share capital 15,539,920 15,539,920 15,539,920

Legal reserve 268,064 3,107,984 4,665,420

Reserve from

capital

contributions 2,839,920 0 0

Treasury

shares 467,128 467,128 467,128

Unappropr-

iated net

result 504,034 214,891 – 1,245,510

Total 19,619,066 19,329,923 19,426,958

1.2 Key shareholders

As of 30 April, 2011, Perrot Duval Holding S.A.,

Geneva, which is listed on the SIX Swiss

Exchange, held 78.0 percent (previous fiscal

year 78.0 percent) of the shares of Infranor In-

ter Ltd.

The Board of Directors is unaware of any other

shareholders holding more than 3 percent of

the share capital.

1.3 Cross-shareholdings

There are no cross-shareholdings.

2. Capital structure

2.1 Share capital

The capitalisation amounts to 15.5 million CHF

divided into 776,996 bearer shares with a par

value of 20 CHF. With the exception of treasury

shares, all shares issued by the company are

entitled to dividend payments. The share capital

is fully paid in.

As of 30 April 2011, the Infranor Group owned

11,110 (previous year: 11,110) treasury shares,

which are not entitled to dividends when paid

out.

123.indd 17 14.07.2011 13:41:13


In the past year, no bond of the subordinated

convertible bond 2009-16, issued on 22 Decem-

ber 2009, was converted (previous year: no con-

version).

Details of the change in consolidated share-

holder equity over the last three business years

can be found in the statement of changes in

equity in the Consolidated Annual Financial

Statements on page 31.

In the last four business years, the following

capital increases were recorded in the Commer-

cial Register as a result of conversion of bonds

into new shares:

Date of Cumulative New

entry in conversion total

commercial Increase from bond share

Register in CHF during capital

13.07.2007 42,500 2006/07 12,858,500

30.07.2008 2,651,420 2007/08 15,509,920

27.07.2009 30,000 2008/09 15,539,920

2.4 Shares and participation certificates

As of 30 April, 2011, Infranor Inter Ltd. exclu-

sively had a total of 776,996 bearer shares, each

with a par value of 20 CHF, giving a total of

15,539,920 CHF.

Of these, 11,110 are treasury shares that

Infranor Inter Ltd. holds to cover an existing

option plan that is no longer maintained. The

remaining shares are not subject to any restric-

tions on voting rights.

2.5 Profit-sharing certificates

There are no profit-sharing certificates.

2.6 Limitations on transferability and nominee registrations

There are no restrictions of any kind applicable

to the transfer or ownership of Infranor Inter

Ltd. bearer shares.

2.7 Convertible bonds and options

Convertible bonds

On 21 December 2009, the company issued a

subordinated bond 2009-16 of a maximum of

7.0 million CHF, carrying a 7 percent coupon.

Four bonds, each with a par value of 10 CHF,

may be converted into one new bearer share of

20 CHF between 21 June 2010 and 14 Decem-

ber 2016, or up to the calendar days prior to

early redemption of the convertible bond issue.

the listing of the maximum 175,504 new bearer

shares on the Local Caps segment of the SIX

Swiss Exchange had already been approved on

16 June 2003. After 21 December 2012, Infranor

can redeem the bonds early at any time, subject

to 30 calendar days notice, at the par value plus

accrued interest.

Options

There are no negotiable options. The existing

option plan (no longer maintained) for the

departing chairman consists of the right to buy

options on bearer shares in Infranor Inter Ltd.

The options are pledged in shares from the

treasury shares. Details of this employee option

plan can be found under Point 19.4 on page 44.


123.indd 18 14.07.2011 13:41:13


Executive Members of the Board of Directors

Nicolas Eichenberger (1958), citizen of Geneva and Trub, residing in Mies (CH)

Executive Chairman since 1 June, 2009 Vice President since 1 May, 2008 Chairman of the Board of Directors from May 1, 1999 until 30 April, 2008 Member of the Board of Directors since 1992 Elected until 30 April 2014

Nicolas Eichenberger trained in law and holds a chemistry de gree (lic.chem.). Between 1992 and 1998, he was Chief Executive Officer of Infranor Inter Ltd. Since 1989, he has also worked for other Perrot Duval Group companies. He was previously employed by Sapal in Lausanne. Nicolas Eichenberger is Chief Executive Officer of Perrot Duval Holding S.A. and since 1 May, 2008 he is Chairman of the Board of Directors. He is a member of the Board of Directors in other, unlisted companies.

Francesc Cruellas (1947), Spanish citizen, residing in Tiana (Barcelona/E)

Member since 1987Elected until 30 April 2014

Francesc Cruellas studied mechanical engineering at the Technical Uni-versity of Catalonia (Barcelona). He was already employed by Mavilor Motors S.A. (E) before the company was taken over by Infranor in 1979. He previously held a senior management position at a food com-pany in Spain. Francesc Cruellas sits on the Board of Directors in other, unlisted companies.

Non-executive Members of the Board of Directors

Dr Richard Müller (1949), citizen of Lenzburg, in Oberlunkhofen (CH)

Attorney-at-lawMember since 1992Elected until 30 April 2014

Richard Müller is a graduate of the University of Zurich with a PhD in law. He worked as an attorney-at-law in Zurich from 1987 until he moved to Zug in 1994. He is a member of the Board of Directors of several unlisted companies. He was previously a legal adviser to banks and industrial enterprises.

François Jaquier (1962), citizen of Villars-le-Comte (CH), in Monaco (MC)

Independent investment adviserMember since 2001Elected until 30 April 2014

François Jaquier graduated in law from the University of Lausanne. He worked for Credit Suisse Group as head of its San Francisco office for four years and in Monaco for a further four years. He has been an independent investment adviser since 2001. He sits on the Board of Directors at other, unlisted companies.

–

–

–

–

– –

– – –

– – –

123.indd 19 14.07.2011 13:41:13


3.5 Internal organisation structure and committees

The Board of Directors constitutes itself from

its own Members and elects the Chairman, the

Vice Chairman, the Delegate and the Secretary,

who does not have to be a member of the Board

of Directors. The Board elected Mr Nicolas

Eichenberger as Executive Chairman (Chairman

and Delegate of the Board of Directors) as of

1 June 2009.

The Board of Directors is responsible for defin-

ing the Group’s strategy. It also checks the com-

pany’s basic plans and targets and also identifies

external risks and opportunities.

The Board of Directors has a quorum if at least

half of its Members are present. It passes its

resolutions with the majority of the votes cast. In

the event of a tied vote, the Chairman has the

casting vote. During the 2010/11 business year,

the Board of Directors had four one-day meetings.

The Compensation Committee of the Board of

Directors consists of Nicolas Eichenberger,

Richard Müller and François Jaquier. The Com-

pensation Committee makes suggestions con-

cerning the compensation paid to the Executive

Members of the Board of Directors, Group Man-

agement, and the General Managers of the

Group companies on behalf of the Board as a

whole, which approves them. The Compensa-

tion Committee had one half-day meeting

during the 2010/11 financial year.

The Audit Committee was dissolved by the Board

of Directors on 9 July 2009. Its duties and re-

sponsibilities were transferred back to the Board

of Directors.

3. Board of Directors

3.1 Members of the Board of Directors

The Board of Directors consists of two executive

and two non-executive members. The two non-

executive members have never held an executive

position within the Infranor Group. Neither

do they have a significant business relationship

with the Group.

3.2 Other activities and vested interests

Mr Nicolas Eichenberger is the Chairman of the

Board of Directors of Perrot Duval Holding S.A.,

Geneva. The other members of the Board of

Directors do not perform any other activities

and have no vested interests that would be of

significance for the Infranor Group and are not

mentioned in the overview on page 57.

3.3 Cross-involvement

Mr Nicolas Eichenberger is Chairman of the

Board of Directors of Perrot Duval Holding

S.A., Geneva. There is no other cross-involve-

ment among the boards of directors of listed

companies.

3.4 Elections and terms of office

The Annual Shareholders’ Meeting elects the

Members of the Board of Directors for a term

of three years. The term of office is the relevant

financial year (May to April). Members may be

re-elected. All Members of the Board of Direc-

tors are elected until the end of the 2013/14

financial year. There are no limitations to the

term of office.


123.indd 20 14.07.2011 13:41:13


As well as the statutory auditors, the CFO or

Group Controller works on behalf of the Board

of Directors to check for adherence to Group

guidelines and regulations, and the suitability of

the control instruments and the procedures

within individual Group companies. Every year,

the Group auditor defines the main risk-related

auditing items. The work of the Group auditor

as well as the local auditors is evaluated by the

CEO and the CFO on behalf of the Executive

Chairman.

In order to be able to comply fully with the in-

ternal guidelines and with Swiss law, every group

company follows a defined procedure each quar-

ter based on a comprehensive central internal

control system (ICS) with an internet-based mul-

tilingual software program support. The struc-

ture and the responsibilities are clearly located

among a reduced staff. The group management

reports quarterly to the Board of Directors,

which reviews the ICS concept at yearly intervals

with regard to identifying, evaluating and reme-

dying risks associated with business activities and

adapts it to new requirements as necessary.

3.6 Powers and responsibilities

The responsibility for everyday business is

delegated to the CEO, who is responsible for the

organisation of Group Management and the

divisions.

The detailed competencies and responsibilities

of the Board of Directors and the regulation of

powers and responsibilities between the Board of

Directors and Group Management are recorded

in the organisational Bylaws, which were revised

per 10 September 2009. These can be inspected

at the company headquarters.

3.7 Information and control instruments relating to Group Management

Group Management notifies the Board of Direc-

tors about business affairs on a regular basis. The

management reporting on behalf of theBoard

of Directors consists of monthly reports about

sales, incoming orders and the volume of out-

standing orders of all Group units in a consoli-

dated report. At quarterly intervals the Board of

Directors receives the units’ quarterly accounts

and the consolidated Group accounts (income

statement, balance sheet and cash flow, overview

of key figures and changes to these figures).

These quarterly reports contain a rolling fore-

cast including values from the previous year and

budgeted values. Significant items are always

reported immediately. Financial reporting is a

fixed constituent of the meetings of the Board

of Directors. Deviations are discussed and mea-

sures may be initiated as a result.

123.indd 21 14.07.2011 13:41:13


4. Group Management

4.1 Members of Group Management


Nicolas Eichenberger (1958),citizen of Geneva and Trub, residing in Mies (CH) Executive Chairman since1 June, 2009

Personal details on page 19.

Dr Jean-Pierre van Griethuysen (1956), citizen of Sonvilier (BE), residing in St-Sulpice (Switzerland)

CEO since 1 June, 2009CTO since October, 2008CEO Cybelec Division since 2000

Jean-Pierre van Griethuysen earned a degree in mechanical engineering from the Ecole Polytechnique Fédérale Lausanne (EPFL) and com-pleted his studies with a PhD in robotics. In his professional career he worked as a project manager at Charmilles Technologies S.A. in Geneva and then as a head scientist and lecturer at the EPFL. Before he took up his post at Cybelec S.A. a he was technical manager at SIP (Société Genevoise d’Instruments de Physique) in Geneva.

Elizabeth Rojas Gilliand (1966), citizen of Tulcan (Ecuador) residing in Crissier (CH)

CFO since 2009

Mrs. Rojas Gilliand completed training in language and literature at the University of Lausanne (CH). She obtained a Bachelor and a MBA in Economics at the Geneva University. Thereafter, she worked as head of finance in different companies such as Hartek S.A. (renamed Harton S.A.), Europlex Cinemas (renamed Pathé Cinemas) and finally she was directly responsible for management control, budget, HR and IT projects of Pebercan, Inc., a listed Canadian oil company which had ac-tivities in Cuba. She has been member of the Board of Hartek S.A.

Francesc Cruellas (1947)Senior Vice-President of Motors and Mechanical Components from 1987


–

– – –

–

–

123.indd 22 14.07.2011 13:41:13


4. Group Management

4.1 Members of Group Management

The compensation of the Members of the Board

of Directors comprises a fixed fee of 20,000 CHF

and a fixed flat-rate expense allowance. The

compensation of the executive Chairman of the

Board of Directors is not included in the com-

pensation he receives as Member of the Group

Management. The compensation of the other

executive Member of the Board of Directors is

included in the compensation he receives as

Member of the Group Management.

Compensation paid to executive Members of the

Board of Directors and other Members of the

Group Management is based on a fixed compo-

nent and performance related cash bonus. The

variable component of the overall payments is

solely oriented towards Group profits before tax.

There is no maximum value of the annual

bonus. The bonus payments are made in cash

and after the General Meeting of the sharehold-

ers of Infranor Inter Ltd. following the fiscal year

under review.

Infranor does not provide healthcare benefits

to Members of the Board of Directors or of the

Group Management.

In financial year 2010/11, no compensation

was paid to former members of the Board of

Directors or to former Members of the Group

Management.

5.2 Compensation paid to Members of the Board of Directors and Group Management

This information is shown in the notes to the

Financial Statements of Infranor Inter Ltd. on

page 57 in accordance with article 663b bis. Swiss

Code of Obligations.

4.2 Other activities and vested interests

The Members of Group Management do not

carry out any activities other than those men-

tioned in the overview and have no vested

interests that would be of significance for the

Infranor Group.

4.3 Management contracts

The Group company Infranor Holding S.A. has

a management contract in place with Perrot Duval

Management S.A., Coppet as of 1 May, 2009.

The core element of this management contract

is the compensation for the services provided by

Nicolas Eichenberger as an executive member

of the Board of Directors, as well as for advisory

work performed by internal or external special-

ists of Perrot Duval Management S.A. Perrot

Duval Management S.A. charged 579'000 CHF

for management services in the reporting year

(previous fiscal year: 516'600 CHF). This man-

agement contract was agreed to at arm's length

conditions according to a time and materials ba-

sis for an indeterminate period. However, the

contract can be terminated at annual intervals.

5. Compensation, shareholdings and loans

5.1 Content and method of determining compensation

The Board of directors makes decisions about

compensation given to the Board of Directors

and Group Management on an annual basis in

accordance with the recommendations of the

Compensation Committee of the Board of Direc-

tors (see also general explanations concerning

the Compensation Committee on page 20).

Nicolas Eichenberger (1958),citizen of Geneva and Trub, residing in Mies (CH) Executive Chairman since1 June, 2009


Dr Jean-Pierre van Griethuysen (1956), citizen of Sonvilier (BE), residing in St-Sulpice (Switzerland)

CEO since 1 June, 2009CTO since October, 2008CEO Cybelec Division since 2000

Jean-Pierre van Griethuysen earned a degree in mechanical engineering from the Ecole Polytechnique Fédérale Lausanne (EPFL) and com-pleted his studies with a PhD in robotics. In his professional career he worked as a project manager at Charmilles Technologies S.A. in Geneva and then as a head scientist and lecturer at the EPFL. Before he took up his post at Cybelec S.A. a he was technical manager at SIP (Société Genevoise d’Instruments de Physique) in Geneva.

Elizabeth Rojas Gilliand (1966), citizen of Tulcan (Ecuador) residing in Crissier (CH)

CFO since 2009

Mrs. Rojas Gilliand completed training in language and literature at the University of Lausanne (CH). She obtained a Bachelor and a MBA in Economics at the Geneva University. Thereafter, she worked as head of finance in different companies such as Hartek S.A. (renamed Harton S.A.), Europlex Cinemas (renamed Pathé Cinemas) and finally she was directly responsible for management control, budget, HR and IT projects of Pebercan, Inc., a listed Canadian oil company which had ac-tivities in Cuba. She has been member of the Board of Hartek S.A.

Francesc Cruellas (1947)Senior Vice-President of Motors and Mechanical Components from 1987


–

– – –

–

–

123.indd 23 14.07.2011 13:41:13


6. Shareholders participation

6.1 Restrictions on voting rights and voting by proxy

The company’s Articles of Association do not

contain any restrictions applicable to voting

rights or restrictions with regards to voting by

proxy.

6.2 Statutory quorums

The quorums stipulated in the Articles of Asso-

ciation for resolutions carried at the Annual

Shareholders’ Meeting are in line with legal

quorums (article 703 et seq. Swiss Code of

Obligations).

6.3 Convocation of the Annual Shareholders Meeting and placing items on the agenda

The Annual Shareholders’ Meeting is called by

the Board of Directors or by the governing bod-

ies and persons designated by law in accordance

with legal and statutory requirements. One or

more shareholders who together represent at

least 10 percent of the share capital may request

that a Shareholders’ Meeting be called or an

item be placed on the agenda. In addition,

shareholders whose shares represent a par value

of 1.0 million CHF may also request that an item

be added to the agenda.

6.4 Entry in the share register

Since only bearer shares have been issued, there

is no share register.

7. Changes of control and defence measures

7.1 Obligation to submit an offer

A party acquiring shares in the company is not

obliged to submit a public purchase offer (opting

out) pursuant to articles 32 and 52 of the Federal

Act on Stock Exchanges and Securities Trading

(article 6a, Articles of Association).

7.2 Change of control clauses

There are no clauses on changes of control

benefiting the Board of Directors, Group Man-

agement and other key personnel.

8. Auditors

8.1 Duration of the audit mandate and duration of the appointment of the lead auditor

PricewaterhouseCoopers S.A., Lausanne has

been the company’s auditor since the 2009/10

financial year. Mr Felix Roth, as lead auditor, has

been responsible for the mandate since then.

The auditor is elected for a period of one year

in each case.

8.2 Auditing fees

The worldwide auditing fees of Group auditor

PricewaterhouseCoopers S.A. were 132'960 CHF

(previous year: 135,119 CHF) for the 2010/11

financial year. The remaining foreign audit com-

panies charged 71'393 CHF (previous fiscal year:

98,783 CHF).

8.3 Additional fees

No additional fees were paid to the Group

auditor PricewaterhouseCoopers S.A. in

2010/11.


123.indd 24 14.07.2011 13:41:13


8.4 Supervisory and control instruments pertaining to the audit

The Board of Directors is responsible for evalu-

ating the external audit, but delegates this task

to the Executive Chairman. The Chairman

draws up an audit report on behalf of the Board

of Directors. At least one meeting between the

external auditor, the Executive Chairman, the

CEO and the CFO takes place at annual inter-

vals. The main findings for each company (man-

agement letters) and the consolidated statement,

which are summarised in the audit report, are

discussed in depth at these meetings. The audi-

tor also discusses the scope of work performed

(audit review) for each company and the cur-

rent developments in the Swiss GAAP FER and

the effects thereof on the consolidated financial

statements of the Infranor Group. Addition-

nally, a meeting is held weekly between the Ex-

ecutive Chairman, the CEO and the CFO to an-

alyse the findings for each company and the

consolidated statement.

9. Information policy

The Board of Directors provides shareholders,

financial analysts and financial journalists with

clear and transparent information by means of

our Annual Report and half-year report as well

as personally at the Annual Shareholders

Meeting. Media and shareholders known to the

company are directly provided with figures and

comments every quarter. Orientation to current

events takes place using media information. The

Infranor website (www.infranorgroup.com)

contains a special section called “Investors”.

Infranor Inter Ltd. reports on events that may

affect the share price in accordance with arti-

cle 72 of the Listing Rules of the SIX Swiss Ex-

change regarding ad-hoc disclosures.

Contact

Personally available to answer questions:

Nicolas Eichenberger

Chairman of the Board of Directors

Tel. +41 (0)24 447 02 82

[email protected]

Key dates

8 September, 2011

2010/11 Annual Shareholders Meeting

13 December, 2011

Half-yearly report 2011/12

13 July, 2012

2011/12 results

6 September, 2012

2011/12 Annual Shareholders Meeting

–

123.indd 25 14.07.2011 13:41:13

124.indd 26 14.07.2011 13:43:35

Infranor Group Financial Report

28 Consolidated Balance Sheet

29 Consolidated Income Statement

30 Consolidated Cash Flow Statement

31 Consolidated Statement of Changes in Equity

Notes to the Consolidated Financial Statements

32 Segment Report

33 Other Disclosures

48 Report of the Statutory Auditor

124.indd 27 14.07.2011 13:43:35

28Infranor Group Financial Report 2010/2011

Consolidated Balance Sheets

1,000 CHF Note 30.04.11 30.04.10

Assets

Current assets

Cash & cash equivalents 3 4,048 3,657

Trade accounts receivable 4 9,724 9,882

Other receivables 5 1,318 1,152

Inventories 6 9,491 8,309

Prepaid expenses 569 708

Total current assets 25,150 23,708

Non-current assets

Financial assets 27 29

Property, plant and equipment 7 5,827 6,288

Intangible assets 8 2,199 3,099

Deferred tax assets 9 1,327 1,726

Total non-current assets 9,380 11,142

Total assets 34,530 34,850

Liabilities

Current liabilities

Current financial liabilities 10.1 8,092 9,055

Trade accounts payable 4,821 4,741

Other current liabilities 11 934 758

Accruals and deferred income 12 2,923 2,485

Short-term provisions 13 636 583

Provisions for income taxes 395 3

Total current liabilities 17,801 17,625

Non-current liabilities

Non-current financial liabilities 10.2 1,348 1,795

Subordinated convertible bond 2009 – 16 10.3 4,359 4,359

Subordinated bond CDO 2006 – 13 10.4 7,300 8,300

Long-term provisions 14 382 294

Deferred tax liabilities 9 228 215

Total non-current liabilities 13,617 14,963

Total liabilities 31,418 32,588

Shareholders’ equity

Share capital 16 15,539 15,539

Reserves – 7,385 – 7,385

Retained earnings - (accumulated losses) – 4,827 – 4,679

Treasury shares – 467 – 467

Currency translation differences – 1,621 – 598

Profit/(loss) for the year 1,873 – 148

Total shareholders’ equity 3,112 2,262

Total liabilities and shareholders’ equity 34,530 34,850

124.indd 28 14.07.2011 13:43:35


Consolidated Income Statements

1,000 CHF Note 10/11 09/10

Net sales 17, 18 49,260 39,041

Material Costs of goods sold – 22,569 – 13,317

Change in inventories 2,232 – 1,775

Gross margin 28,923 23,949

Personnel costs 19 – 15,490 – 13,602

General and administrative costs 20 – 2,139 – 1,941

Sales costs 21 – 1,298 – 1,148

Other operating expenses 22 – 3,712 – 4,157

Other operating income 23 340 553

Total operating expenses – 22,299 – 20,295

Earnings before interest, tax, depreciation

and amortisation (EBITDA) 6,624 3,654

Depreciation and amortisation 24 – 1,749 – 1,692

Earnings before interest and tax (EBIT) 4,875 1,962

Financial income 6 8

Financial expenses – 2,302 – 1,771

Financial result 25 – 2,296 – 1,763

Profit before taxes 2,579 199

Taxes 9 – 706 – 347

Net profit/(loss) 1,873 – 148

1,000 CHF Note 30.04.11 30.04.10

Assets

Current assets

Cash & cash equivalents 3 4,048 3,657

Trade accounts receivable 4 9,724 9,882


Inventories 6 9,491 8,309

Prepaid expenses 569 708

Total current assets 25,150 23,708

Non-current assets

Financial assets 27 29

Property, plant and equipment 7 5,827 6,288

Intangible assets 8 2,199 3,099

Deferred tax assets 9 1,327 1,726

Total non-current assets 9,380 11,142

Total assets 34,530 34,850

Liabilities

Current liabilities

Current financial liabilities 10.1 8,092 9,055

Trade accounts payable 4,821 4,741

Other current liabilities 11 934 758

Accruals and deferred income 12 2,923 2,485

Short-term provisions 13 636 583

Provisions for income taxes 395 3


Non-current liabilities

Non-current financial liabilities 10.2 1,348 1,795

Subordinated convertible bond 2009 – 16 10.3 4,359 4,359

Subordinated bond CDO 2006 – 13 10.4 7,300 8,300

Long-term provisions 14 382 294

Deferred tax liabilities 9 228 215

Total non-current liabilities 13,617 14,963

Total liabilities 31,418 32,588


Share capital 16 15,539 15,539

Reserves – 7,385 – 7,385

Retained earnings - (accumulated losses) – 4,827 – 4,679

Treasury shares – 467 – 467

Currency translation differences – 1,621 – 598

Profit/(loss) for the year 1,873 – 148

Total shareholders’ equity 3,112 2,262

Total liabilities and shareholders’ equity 34,530 34,850

124.indd 29 14.07.2011 13:43:35


Consolidated Cash Flow Statements

1,000 CHF Note 10/11 09/10

(Indirect method with cash and cash equivalents)

Cash flow from operating activities

Profit before income taxes & financial result (EBIT) 4,875 1,962

Depreciation / amortisation of fixed assets 24 1,749 1,692

Change in provisions and other non-cash items 1,115 – 669

Payments out of provisions – 656 – 4,582

Interest received 5 8

Interest and other financial expenses paid – 1,731 – 1,463

Income taxes received / paid 14 – 120

Cash flow before change in net current assets 5,371 – 3,172

Change in trade accounts receivables – 876 – 1,557

Change in inventories – 2,232 1,775

Change in other current assets – 124 115

Change in trade accounts payable 481 1,130

Change in other current liabilities 755 – 780

Cash flow from operating activities 3,375 – 2,489

Cash flow from investing activities

Investments in financial assets – 3 0

Disposal of financial assets 3 2

Investments in property, plant and equipment 7 – 989 – 980

Disposal of property, plant and equipment 7 11 80

Investments in intangible assets 8 – 81 – 768

Disposal of intangible assets 8 – 1 0

Cash flow from investing activities – 1,060 – 1,666

Cash flow from financing activities

Increase in current financial liabilities 479 1,423

Repayment of current financial liabilites – 842 – 5,511

Increase in non-current financial liabilites 231 5,828

Repayment of non-current financial liabilites – 1,194 – 1,178

Repayment of lease obligations – 387 – 169

Cash flow from financing activities – 1,713 393

Currency translation differences on cash – 211 – 161

Change in cash 391 – 3,923

Cash at the beginning of the year 3 3,657 7,580

Cash at the end of the year 3 4,048 3,657


124.indd 30 14.07.2011 13:43:35


Consolidated Statements of Changes in Equity

1,000 CHF Note 10/11 09/10

(Indirect method with cash and cash equivalents)

Cash flow from operating activities

Profit before income taxes & financial result (EBIT) 4,875 1,962

Depreciation / amortisation of fixed assets 24 1,749 1,692

Change in provisions and other non-cash items 1,115 – 669

Payments out of provisions – 656 – 4,582

Interest received 5 8

Interest and other financial expenses paid – 1,731 – 1,463

Income taxes received / paid 14 – 120

Cash flow before change in net current assets 5,371 – 3,172

Change in trade accounts receivables – 876 – 1,557

Change in inventories – 2,232 1,775

Change in other current assets – 124 115

Change in trade accounts payable 481 1,130

Change in other current liabilities 755 – 780

Cash flow from operating activities 3,375 – 2,489

Cash flow from investing activities

Investments in financial assets – 3 0

Disposal of financial assets 3 2

Investments in property, plant and equipment 7 – 989 – 980

Disposal of property, plant and equipment 7 11 80

Investments in intangible assets 8 – 81 – 768

Disposal of intangible assets 8 – 1 0

Cash flow from investing activities – 1,060 – 1,666

Cash flow from financing activities

Increase in current financial liabilities 479 1,423

Repayment of current financial liabilites – 842 – 5,511

Increase in non-current financial liabilites 231 5,828

Repayment of non-current financial liabilites – 1,194 – 1,178

Repayment of lease obligations – 387 – 169

Cash flow from financing activities – 1,713 393

Currency translation differences on cash – 211 – 161


Cash at the beginning of the year 3 3,657 7,580

Cash at the end of the year 3 4,048 3,657


1,000 CHF Share Reserves Retained Treasury Currency Total

capital earnings shares translation shareholders’

differences equity

As at 30.4.09 15,539 – 5,683 – 6,381 – 467 – 87 2,921

Net currency translation differences – 511 – 511

Net profit/(loss) – 148 – 148

Partial dissolution of legal reserve – 1,557 1,557 0

Transfer – 145 145 0

As at 30.4.10 15,539 – 7,385 – 4,827 – 467 – 598 2,262

Net currency translation differences – 1,023 – 1,023

Net profit/(loss) 1,873 1,873

As at 30.4.11 15,539 – 7,385 – 2,954 – 467 – 1,621 3,112

Definition of the components of equity: The share capital is the share capital of the parent company, Infranor Inter Ltd.

Reserves comprise the goodwill from company acquisitions that was taken directly to equity in the past as well as premiums from capital increases. Non distributable Reserves amounted 4,7 million CHF as of 30 April 2011 (previous fiscal year 4,8 million CHF).

– Retained earnings comprise accumulated profits and losses retained in Group companies.

– The item Treasury shares comprises the Infranor Inter Ltd. shares acquired on the market at cost value.

– Currency translation differences comprise all currency-translation differences arising from the currency conversions of foreign Group entities.

–

–

124.indd 31 14.07.2011 13:43:36



1.1 Segment report by activities 1,000 CHF Infranor Division Cybelec Division Others Total Group

10/11 09/10 10/11 09/10 10/11 09/10 10/11 09/10

Net sales 29,810 23,778 19,450 15,263 49,260 39,041

between divisions 170 101 69 52 – 239 – 153 0 0

Change versus previous year 25.4 % – 31.4 % 27.4 % – 21.2 % 26.2 % – 27.8 %

Total operating expenses and

cost of goods sold – 25,459 – 21,675 – 16,896 – 13,368 – 281 – 344 – 42,636 – 35,387

EBITDA 4,351 2,103 2,554 1,895 – 281 – 344 6,624 3,654

as % of sales 14.6 % 8.8 % 13.1 % 12.4 % 13.4 % 9.3 %

Depreciation – 1,227 – 1,182 – 503 – 504 – 19 – 6 – 1,749 – 1,692

EBIT 3,124 921 2,051 1,391 – 300 – 350 4,875 1,962

as % of sales 10.5 % 3.9 % 10.5 % 9.1 % 9.9 % 5.0 %

Financial items (net) – 2,296 – 1,763

Taxes – 706 – 347

Net profit / (loss) 1,873 – 148

Average number of employees 146 125 62 54 0 0 208 179

Total assets 24,274 24,381 10,162 10,067 94 402 34,530 34,850

Total liabilities 24,371 24,901 5,546 5,630 1,501 2,057 31,418 32,588

Assets net – 97 – 520 4,616 4,437 – 1,407 – 1,655 3,112 2,262

1.2. Segment report by region1,000 CHF

10/11 09/10

Net sales

Europe / Middle East / Africa 37,366 30,993

North and South America 3,531 2,281

Asia / Pacific 8,363 5,767

Total 49,260 39,041

1. Segment report

The Group has split its business activities between the two seg-ments Infranor Division and Cybelec Division. Additional notes in this regard can be found on page 10 and 12 in the Report section and on page 16 in the Corporate Governance section. The segments

also correspond to the legal structure and the internal reporting structure (management approach). General Group costs that can-not be assigned are shown separately. Transactions between the segments are conducted at arm’s length.

124.indd 32 14.07.2011 13:43:36


2. Consolidation principles and accounting policies

GeneralThe Group’s principal business is the automation industry. The parent company, Infranor Inter Ltd., has its headquarters in Zurich (Switzerland). The business activities of the Infranor Group mainly consist of the development, production and global sales of high-quality automation components and solutions. The Group earns more than half of its revenue in the EU.

Registered office: Infranor Inter Ltd. Glatttalstrasse 37 (since 1 August 2009) P.O. Box CH-8052 Zurich Tel. +41 (0) 44 307 45 00 Fax +41 (0) 24 447 02 71 www.infranor.com

Basis of preparation The financial statements of the Infranor Group were prepared in compliance with full Swiss GAAP FER, based on the individual fi-nancial statements of the Group companies as at 30 April 2011 which were prepared on a uniform basis and on the historical cost basis. In addition, the consolidated financial statements comply with the requirements of Swiss law.

The consolidated financial statements are presented in Swiss francs (1,000 CHF). However, the majority of the Group’s transac-tions are conducted in Euros.

Certain comparative figures have been reclassified to conform to the current year’s presentation.

Basis of consolidation The consolidated financial statements – consisting of the balance sheet, income statement, cash flow statement, statement of changes in equity, and notes – are based on the annual financial statements of the companies within the scope of consolidation, in accordance with Swiss GAAP FER by applying uniform Group-wide accounting policies.

1.1 Segment report by activities 1,000 CHF Infranor Division Cybelec Division Others Total Group

10/11 09/10 10/11 09/10 10/11 09/10 10/11 09/10

Net sales 29,810 23,778 19,450 15,263 49,260 39,041

between divisions 170 101 69 52 – 239 – 153 0 0

Change versus previous year 25.4 % – 31.4 % 27.4 % – 21.2 % 26.2 % – 27.8 %

Total operating expenses and

cost of goods sold – 25,459 – 21,675 – 16,896 – 13,368 – 281 – 344 – 42,636 – 35,387

EBITDA 4,351 2,103 2,554 1,895 – 281 – 344 6,624 3,654

as % of sales 14.6 % 8.8 % 13.1 % 12.4 % 13.4 % 9.3 %

Depreciation – 1,227 – 1,182 – 503 – 504 – 19 – 6 – 1,749 – 1,692

EBIT 3,124 921 2,051 1,391 – 300 – 350 4,875 1,962

as % of sales 10.5 % 3.9 % 10.5 % 9.1 % 9.9 % 5.0 %

Financial items (net) – 2,296 – 1,763

Taxes – 706 – 347

Net profit / (loss) 1,873 – 148

Average number of employees 146 125 62 54 0 0 208 179

Total assets 24,274 24,381 10,162 10,067 94 402 34,530 34,850

Total liabilities 24,371 24,901 5,546 5,630 1,501 2,057 31,418 32,588

Assets net – 97 – 520 4,616 4,437 – 1,407 – 1,655 3,112 2,262

1.2. Segment report by region1,000 CHF

10/11 09/10

Net sales

Europe / Middle East / Africa 37,366 30,993

North and South America 3,531 2,281

Asia / Pacific 8,363 5,767

Total 49,260 39,041

Consolidation principlesThe consolidated financial statements of the Infranor Group cover all entities that are controlled by Infranor Inter Ltd., which normally is the case when the group holds directly or indirectly more than 50 percent of the voting rights. Newly acquired companies are consolidated from the date of their acquisition. The results of com-panies that have been sold are recognised until the date of sale. Companies in which the Group holds more than 20 percent but not more than 50 percent of the voting rights are accounted for under the equity method, whereby the investment is initially recognised at cost and adjusted thereafter for the changes in the investor’s share of net assets of the investee.

Entities controlled by the Group are consolidated by applying the purchase method. The assets and liabilities of newly acquired companies are recognised at fair value at the time of acquisition.

All transactions and balances between the consolidated compan-ies are eliminated on consolidation. Intragroup profits generated from internal transactions are eliminated.

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Companies included in the consolidation The following companies were fully consolidated as of 30 April 2011:

Group companies Purpose1)

Share

capital Participation Year

listed by place of jurisdiction founded

Infranor Inter Ltd., CH-Zurich F CHF 15,539,920 n / a 1987

Infranor Holding S.A., CH-Yverdon-les-Bains F, S CHF 9,120,000 100 % 1941

Infranor AG, CH-Zurich E CHF 450,000 100 % 2005

Infranor S.A.S., FR-Lourdes E, P EUR 1,741,299 100 % 2005

Infranor GmbH, DE-Hanau E, P EUR 152,000 100 % 1968

Infranor, Inc., USA-Wilmington, MA E USD 1,620 100 % 1982

Infranor Motion Control Technology (Shanghai) Co. Ltd.

CN-Shanghai E CNY 1,478,975 100 % 2009

Mavilor Motors S.A., ES-Sta. Perpetua de Mogoda P EUR 135,000 100 % 1973

Infranor Spain S.L.U., ES-Badalona E EUR 150,000 100 % 2006

Infranor Ltd., UK-Crainleigh E GBP 200,000 100 % 1983

Cybelec S.A., CH-Yverdon-les-Bains P CHF 250,000 100 % 1970

Cybelec S.r.l., IT-Cinisello Balsamo E EUR 100,000 100 % 2004

Cybelec Numerical Control Technology

(Shanghai) Co. Ltd., CN-Shanghai P CNY 2,811,100 100 % 2006

1) E = Engineering and sales P = Production, development and sales F = Finance S = Service

124.indd 34 14.07.2011 13:43:36


Foreign-currency translationThe consolidated accounts are presented in Swiss francs (CHF). The financial statements of the individual Group companies are prepared in the currency of the primary economic environment in which the respective company operates (functional currency). The income statements of foreign companies are translated into Swiss francs at the average exchange rates.

The balance sheets of subsidiaries are translated at the exchange rates that apply on 30 April, using the closing-rate method. The resulting translation differences are taken to equity and are recog-nised in the income statement only if and when the subsidiaries are disposed of.

Foreign-currency transactions at Group companies are recorded at the exchange rates in effect on the date of the transaction. Gains and losses from such transactions and from the translation of for-eign-currency assets and liabilities are taken to the income state-ment, with the carrying amounts in the balance sheet being trans-lated at the exchange rate in effect at year-end. Foreign-exchange differences on Group loans to a foreign company which are con-sidered as part of the net investment are recognised in equity.

The following exchange rates were used:

CHF Year-end rates Average rates

for the balance sheet for the year for the

income statement

30.04.11 30.04.10 10/11 09/10

USA USD 0.8697 1.0836 1.0011 1.0572

Europe EUR 1.2905 1.4344 1.3284 1.4952

UK GBP 1.4494 1.6531 1.5626 1.6922

China CNY 0.1340 0.1590 0.1499 0.1550

Net salesRevenue from product sales or service provision is recognised at the time the products are delivered or the services are provided, less sales deductions and value-added taxes.

Cash Cash comprises cash on hand, postal giro account and bank de-posits as well as amounts due from money-market transactions maturing up to three months.

Trade accounts receivableTrade receivables are carried in the balance sheet at nominal value less necessary provisions for doubtful debts.

Inventories and work in progress

Purchased goods and products manufactured in-house are recog-nised at cost. Manufacturing costs include the cost of the compo-nents, all specific production costs (actual costs) plus an appropriate allocation of production overhead and production-related depre-ciation and amortisation. Provision is made if the net realisable value of an item is lower than the cost of inventories calculated in accordance with the methods described above.

Inventories are measured using the weighted average cost method. An additional write-down is recognised for obsolete inventory items based on turnover frequency. Discounts received are recog-nised as a reduction in the purchase price.

Intragroup profits from internal deliveries are eliminated.

Property, plant and equipmentProperty, plant and equipment are measured at cost less depreci-ation using the straight-line method over the estimated useful life: buildings and installations, 20 to 25 years; machinery and tools, industrial plants, office furniture and equipment, 5 to 15 years; motor vehicles and IT equipment, 2 to 7 years.

LeasesLease agreements for property, plant and equipment where both the risks and the benefits incident to ownership are transferred to the Group (finance leases) are recognised at the lower value of their fair value of the leased asset or the present value of the future minimum lease payments at the commencement of the lease term, and are depreciated over the aforementioned estimated useful lives. The corresponding liabilities are recognised under “Current financial liabilities” or “Non-current financial liabilities” depending on whether they fall due within or after 12 months. The cost of maintaining and repairing the property, plant and equipment is charged to the income statement if it does not add future eco-nomic benefits.

Payments made under “Operating leasing” are charged directly to the income statement.

124.indd 35 14.07.2011 13:43:36


Intangible assets and goodwillThis item includes mainly own product development, business software, trademarks and patents. Intangible assets are capital-ised if they are clearly identifiable and the costs are reliably deter-minable, and if a measurable benefit to the company is expected over the course of several years. Intangible assets are measured at purchase cost less accumulated depreciation. Depreciation is charged on a straight line basis. Licenses, trademarks and patents are amortized over 3 to 10 years, software over 2 to 5 years and product development over 2 to 7 years.

The book value of investments has been eliminated against the share in the assets of the companies, valued at the time of acqui-sition of creation. The purchase method is applied. The difference between acquisition cost and the fair value of net assets acquired is booked directly against shareholder’s equity in the year of ac-quisition.

As of 30 April, 2011, the theoretical effect of the goodwill as an as-set on the balance sheet and on the income statement would be zero, this asset having been entirely amortised at this date.

Research and development costsResearch and development costs are, in principle, recognised as expenses. If the criterias regarding recognition as an asset are met, significant development costs are recognised in the balance sheet at their purchase or production costs and depreciated over their useful life up to a maximum of seven years.

ImpairmentThe value of non-current assets is assessed on the balance sheet date for signs of impairment. If there is evidence of any lasting re-duction value, the recoverable amount is calculated (impairment test). If the book value exceeds the realisable value, the difference is recognised in profit and loss via extraordinary impairment.

Financial liabilitiesFinancial liabilities are stated at their nominal value, they are clas-sified as current liabilities unless the Group has an unconditional right to defer the settlement of the liability for a least twelve months after the balance sheet date.

Long-term provisionsLong-term provisions comprise pension obligations and other obligations towards employees and other liabilities with uncertain timing or amount.

Income taxesProvisions are provided for taxes incurred on taxable profit irre-spective of when such liabilities fall due for payment, after consid-ering any tax-deductible losses carried forward.

Deferred taxesDeferred taxes are recognised on temporary differences between the values of assets and liabilities as recognised by the tax authorities and the values as stated in the consolidated financial statements. Deferred taxes are calculated using the liability method on the basis of the local tax rate enacted or substantively enacted at the balance sheet date. Deferred tax assets are calculated for all deductible temporary differences if it is likely that sufficient taxable income will be available in the future. Deferred tax assets and lia-bilities are netted when legal regulations permit offsetting. Changes in the amounts of deferred taxes are recognised as tax expense.

Provisions are not provided for taxes that would be incurred on the distribution of retained earnings of subsidiaries, except where a distribution can be expected in the foreseeable future or where it has been decided.

Employee benefit obligationsEmployees and former employees receive various employee ben-efits and old age pensions which are provided in accordance with the laws of the countries in which the companies operate. The Swiss companies of the Group have joined a pension plan with full insurance character. The pension plans are financed by employer and employee contributions. Further information in accordance with Swiss GAAP FER 16 “Employee benefit obligations” is dis-closed in Note 15.

Ex-employee stock option planFrom 1 October, 1999 to 30 April, 2007, options to purchase Infranor Inter Ltd. bearer shares were sold to the executive director and CEO, who resigned from his position as of 31 May, 2009. This option plan has expired and was not renewed; however the vesting periods have not yet expired.


124.indd 36 14.07.2011 13:43:36


The benefit consisted of options to purchase Infranor Inter shares at a predeterminated price. Options were granted within the scope of this stock option plan. The last options were issued in the 2006/07 financial year. In order to cover all potentially outstanding options, the Group purchased the necessary number of shares and holds these until the options expire or are exercised. No additional shares will be issued as part of this equity compensation plan.

The options’ strike prices were determinated at the grant date on the basis of the then current share price. The fair value of these options are calculated by an actuary using the Black-Scholes formula. If share prices are lower during the exercise period, the options’ strike prices are not adjusted. The options are subject to a three year vesting period.

Contingent liabilitiesContingent liabilities are valued on the balance sheet date based on the agreements in place and other supporting documents. If an outflow of funds is likely, a provision is created.

Explanatory notes on the consolidated financial statements

3. Cash and cash equivalents

3.1 Cash by currency1,000 CHF 30.04.11 30.04.10

CHF 1,727 1,992

EUR 1,485 1,085

USD 170 39

Other currencies (GBP, CNY) 620 484

Cash equivalents 46 57

Total cash & cash equivalents 4,048 3,657

The actual yield on current accounts with banks and cash and cash-equivalent holdings is the variable overnight rate paid by the banks on customer deposits in the respective currencies.

4. Trade accounts receivable1,000 CHF 30.04.11 30.04.10

Total trade accounts receivable (gross) 10,561 10,540

Bad debt allowances – 837 – 658

Total trade accounts receivable (net) 9,724 9,882

As of 30 April 2011, receivables totalling 0.25 million CHF (previous fiscal year: 0.53 million CHF) were pledged with banks as loan col-lateral.

Trade accounts receivable are normally due within 30 to 120 days; in principle they are interest-free and unsecured. The risk of default is taken into account in the corresponding bad-debt allowance.

5. Other receivables1,000 CHF 30.04.11 30.04.10

VAT recoverables, withholding taxes 908 507

Income tax receivables 28 73

Advance payments to suppliers 88 109

Other receivables 294 463

Total 1,318 1,152

6. Inventories1,000 CHF 30.04.11 30.04.10

Raw materials and supplies 5,313 4,440

Semi-finished products and work in progress 2,135 2,032

Finished products 3,591 3,209

Inventories (gross) 11,039 9,681

Valuation allowance – 1,548 – 1,372

Inventories (net) 9,491 8,309

Inventories increase is mainly due to the purchase of electronic products in production companies in order to avoid long delays and uncertainties to suppliers of these materials.

124.indd 37 14.07.2011 13:43:37


7. Property, plant and equipment


7.1 Property, plant and equipment in the year under review 1,000 CHF Land, buildings/ Machinery/ IT Industrial Office furniture Motor Total

installations tools hardware plant and equipment vehicles 10/11

Cost

As at 1.5. 2,048 12,184 1,467 2,850 912 569 20,030

Additions 44 605 67 190 16 87 1,009

Disposals 0 – 51 0 – 132 – 5 – 37 – 225

Currency translation differences – 146 – 1,106 – 117 – 269 – 52 – 33 – 1,723

As at 30.4. 1,946 11,632 1,417 2,639 871 586 19,091

Accumulated depreciation

As at 1.5. – 866 – 8,780 – 1,256 – 1,662 – 740 – 438 – 13,742

Depreciation – 155 – 377 – 90 – 156 – 46 – 75 – 899

Disposals 0 51 – 1 127 5 37 219

Currency translation differences 79 764 101 149 41 24 1,158

As at 30.4. – 942 – 8,342 – 1,246 – 1,542 – 740 – 452 – 13,264

Net carrying values 30.4.11 1,004 3,290 171 1,097 131 134 5,827


of which finance leases 489 1,206 0 15 20 42 1,772

Insured values 8,633

7.2 Property, plant and equipment in the previous year 1,000 CHF Land, buildings/ Machinery/ IT Industrial Office furniture Motor Total

installations tools hardware plant and equipment vehicles 09/10

Cost

As at 1.5. 2,271 12,150 1,602 2,643 1,155 606 20,427

Additions 214 618 30 62 17 38 979

Disposals 0 – 35 – 110 – 78 – 237 – 60 – 520

Reclassification – 345 0 0 345 0 0 0

Currency translation differences – 92 – 549 – 55 – 122 – 23 – 15 – 856

As at 30.4. 2,048 12,184 1,467 2,850 912 569 20,030

Accumulated depreciation

As at 1.5. – 765 – 8,840 – 1,310 – 1,632 – 898 – 398 – 13,843

Depreciation – 160 – 348 – 126 – 136 – 51 – 90 – 911

Disposals 3 28 135 45 193 38 442

Reclassification 19 0 0 – 19 0 0 0

Currency translation differences 37 380 45 80 16 12 570

As at 30.4. – 866 – 8,780 – 1,256 – 1,662 – 740 – 438 – 13,742



of which finance leases 599 1,132 0 0 29 47 1,807

Insured values 7,648

124.indd 38 14.07.2011 13:43:37


8.2 Intangible assets in the previous year

1,000 CHF Own Trade- Total

Business product marks 09/10

software devel- patents,

opment other

Cost

As at 1.5. 1,828 2,643 352 4,823

Additions 48 783 166 997

Disposals – 230 0 0 – 230

Reclassification 1 0 0 1

Currency

translation differences – 9 – 56 – 1 – 66

As at 30.4. 1,638 3,370 517 5,525

Accumulated amortisation

As at 1.5. – 917 – 919 – 66 – 1,902

Amortisation – 303 – 400 – 76 – 779

Disposals 230 0 0 230

Reclassification – 1 0 0 – 1

Currency

translation differences 8 18 0 26

As at 30.4. – 983 – 1,301 – 142 – 2,426

Net carrying values

30.04.10 655 2,070 374 3,099

30.04.09 911 1,724 286 2,921

At the balance sheet date there were no indications of possible impairment of intangible assets.

The business software comprises company-specific or commonly used systems such as ERP, CRM, financial and Internet applications.

The product development and launch costs refer solely to self- developed new products namely from Cybelec S.A. (FASTware), Mavilor Motors S.A. (XtraforsPrime) as well as Infranor S.A.S. (Xtrapuls), for which supply agreements have already been signed.

Trademark rights are purchased product trademarks which continue to be registered in the leading industrialised countries as well as li-cences and patents related to purchased marketing rights for complementary third-party products and purchased patents for motion automation products. Trademark rights and marketing li-cences developed within the business are not capitalised.

As at the balance sheet date there were no indications of possible impairment of property, plant and equipment. The property, plant and equipment which were financed by means of finance leasing are related to the factory building in Lourdes, France, and to the machinery and extension to the factory building in Spain.

All leasing agreements include an option to buy the asset at the calculated residual value, which is usually zero.

The lessor has not imposed any restrictions or conditions.

8. Intangible assets

8.1 Intangible assets in the year under review

1,000 CHF Own Trade- Total

Business product marks 10/11

software devel- patents,

opment other

Cost

As at 1.5. 1,638 3,370 517 5,525

Additions 49 0 31 80

Disposals 0 0 0 0

Reclassification 1 0 – 1 0

Currency

translation differences – 25 – 174 0 – 199

As at 30.4. 1,663 3,196 547 5,406

Accumulated amortisation

As at 1.5. – 983 – 1,301 – 142 – 2,426

Amortisation – 295 – 467 – 88 – 850

Reclassification – 1 0 1 0

Currency

translation differences 22 46 1 69

As at 30.4. – 1,257 – 1,722 – 228 – 3,207

Net carrying values

30.04.11 406 1,474 319 2,199

30.04.10 655 2,070 374 3,099

125.indd 39 14.07.2011 13:44:30



9. Income taxes

9.1 Income taxes Components of income tax expenses 1,000 CHF 10/11 09/10

Current income tax 421 23

Deferred income tax expenses 285 324

Total income tax expenses/(income) 706 347

Neither in the current year nor in aggregate are there taxes that relate to items that were charged or credited directly to equity.

9.2 Composition of the deferred tax assets and liabilities

Deferred tax assets 1,000 CHF 10/11 09/10

Property, plant and equipment 93 165

Other fixed assets 128 87

Current assets 188 257

Non-current liabilities 125 0

Payables 134 44

Subtotal temporary differences 668 553

Losses carried forward / Tax credits 816 1,173

Total deferred tax assets 1,484 1,726

Deferred tax liabilities 1,000 CHF 10/11 09/10

Property, plant and equipment 157 0

Current assets 228 215

Total deferred tax liabilities 385 215

of which recognised in the balance sheet as:

Deferred tax liabilities – 228 – 215

Deferred tax assets 1,327 1,726

Net deferred tax assets 1,099 1,511

Deferred taxes are calculated for every company using the actual tax rate. As of 30 April 2011, the weighed average rate was 31.3 per cent (prior fiscal year 44.7 per cent).

It is not expected that distributions by the Group and affiliated companies will generate significant additional tax liabilities. The Infranor Group does not make provision for taxes on possible future distributions of profits retained by Group companies as these amounts are treated as permanently reinvested.

9.3 Tax losses and tax credits brought forward

As of 30 April, 2011, individual subsidiaries had brought forward unrecognised tax loss carry forwards totalling 14.3 million CHF (previous fiscal year: 18.2 million CHF) that can be set off against taxable earnings in future financial years. In this respect, deferred tax assets are taken into account only to the extent that it is prob-able that future taxable profits will be available and can be utilised against the deferred tax assets. The amount decreased due to the lower currency exchange rates; in addition, some tax losses could be utilised against profits of the reporting period.

These will expire on the following dates:

Tax losses / tax credits for which no deferred taxes are capitalised1,000 CHF 10/11 09/10

Expire in 1 year 0 118

Expire in 2 – 3 years 410 0

Expire in 4 – 7 years 8,852 11,001

Expire in more than 7 years 1,992 813

No expiry date 3,085 6,248

Total 14,339 18,180

10. Financial liabilities

10.1 Current financial liabilities1,000 CHF 30.04.11 30.04.10

Bank overdrafts 3,602 5,324

Bank loans, falling due within one year 4,178 3,325

Total current liabilities due to banks 7,780 8,649

Obligations under finance leases,

falling due within one year 312 406

Total current interest-bearing liabilities 8,092 9,055

The decrease of the financial liabilities can be attributed to a strict management in utilisation of credit lines.

Current liabilities due to banks by currency with average interest rates1,000 CHF 30.04.11 Effective 30.04.10 Effective

interest interest

rates rates

CHF 3,500 3.82 % 3,500 4.17 %

EUR 4,280 5.72 % 5,149 4.01 %

Total 7,780 4.86 % 8,649 4.07 %

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A standstill agreement with a credit line of 6.0 million CHF, subject to covenant clauses, was agreed as of 30 April, 2009 under the lead of Credit Suisse and three other Swiss banks. It was renewed under similar conditions one year later. Due to the positive evolution of the Group, all parties decided to end the standstill agreement as of 29 April, 2011, allowing the Group to re-enter into credit facility agree-ments separately and individually with each Swiss bank. As of 30 April, 2011, all the existing credit facilities with Swiss Banks were maintained.

10.2 Non-current financial liabilities1,000 CHF 30.04.11 30.04.10

Long-term bank loans (1 – 5 years) 1,155 1,243

Total long-term bank liabilities 1,155 1,243

Loans from government institutions (1 – 5 years) 58 65

Obligations under finance leases (1 – 5 years) 135 487

Total long-term interest-bearing liabilities 1,348 1,795

The effective interest rate on the long-term bank liabilities in Euro for the countervalue of 1.16 million CHF amounted 5.64 percent (previous year 4.41 percent). The increase was mainly due to rates applied by Spanish banks.

10.3 Subordinated convertible bond1,000 CHF 30.04.11 30.04.10

Par value of subordinated convertible bond

at issue date 4,359 3,320

Paid back 0 – 3,320

Issued 2009 – 2016, 7.0 % 0 4,359

Carrying value current 0 0

Carrying value non current 4,359 4,359

On 21 December, 2009, the shareholders of Infranor Inter Ltd. sub-scribed a subordinated, seven-year convertible bond for a total amount of 4.36 million CHF. The bond carries a coupon of 7 percent. Bondholders are entitled to convert four bonds, each with a par value of 10 CHF, into one new Infranor Inter Ltd. bearer share with a par value of 20 CHF, between 21 June, 2010 and 14 December, 2016.

After three years, i. e. from 21 December, 2012 onwards, the issuer may repay the bond at any time prior to maturity at par plus accrued interest, subject to a notice period of 30 calendar days (hard call).

After 21 June, 2010, the issuer may repay the bond at any time prior to this maturity, at par plus accrued interest, subject to a notice period of 30 calendar days, and provided there is at least one transaction in the issuer’s shares on the SIX Swiss Exchange during at least 45 out of 90 trading days after 21 June, 2010, and the closing price of at least 60 CHF. Notice must be given within twenty trad-ing days directly following the aforementioned time period of 90 trading days (soft call).

10.4 Collateralised debt obligation "CDO PULS1 2006 – 13"1,000 CHF 30.04.11 30.04.10

Par value of subordinated CDO

2006 – 13 at issue date 7,300 8,300

Book value 7,300 8,300

On 25 July, 2006, Infranor Holding S.A., a subholding of Infranor Inter Ltd., issued a seven-year subordinated Swiss franc collateral-ised debt obligation (CDO) in the amount of 8.3 million CHF carry-ing a coupon of 7.26 percent; this was done within the scope of PULS CDO 2006-1, 2006-13, a collateralised debt obligation in the total amount of 260 million euros. Merrill Lynch, Germany, acted as arranger, and Capital Securities Group AG, Baar, acted as the portfolio manager. The new capital was used exclusively to repay bank loans of the Infranor Group.

The agreed covenants for the CDO are as follows:

Level of debt less than 250 percent (ratio of: a) total liabilities disregarding the total par value of the CDO but plus other subor-dinated debt instruments, and b) shareholders’ equity taking the CDO into account.)

Interest coverage of more than 100 percent (ratio EBITDA/netfinancing costs)

Infranor Inter Ltd. has issued a joint security for the amount of the collateralised debt obligation in favour of the lender.

Infranor Group repaid 1.0 million CHF on 29 April 2011.

–

–

125.indd 41 14.07.2011 13:44:30



11. Other current liabilities1,000 CHF 30.04.11 30.04.10

Other liabilities / VAT 603 382

Commissions 129 144

Customers’ prepayments 202 232

Total 934 758

12. Accruals and deferred income1,000 CHF 30.04.11 30.04.10

Accrued personnel costs 904 636

Accrued payroll taxes 118 119

Accruals for holidays and overtime 642 708

Accrued interest 158 157

Accrued rent 0 43

Other accruals 1,101 822

Total 2,923 2,485

13. Short-term provisions1,000 CHF Warran- Other Total Total

ties 10/11 09/10

As at 1.5. 540 42 582 5,081

Currency translation

differences – 32 – 4 – 36 – 147

Utilised – 643 0 – 643 – 4,699

Provided / Reversed

through profit & loss 732 1 733 348

As at 30.4. 597 39 636 583

The provisions for warranties were provided for repairs and for replacing defective products. They are based firstly on a cost esti-mate based on known facts, and secondly on experience, particu-larly with respect to the cost of further development work on newly launched products.

14. Long-term provisions1,000 CHF Employee benefit

obligations not

financed by plan assets

Total Total

10/11 09/10

As at 1.5. 294 302

Currency translation

differences – 33 – 15

Provided / Reversed

through profit & loss 121 7

As at 30.4. 382 294

The anticipated outflow of funds provided for employee benefit obligations extends over a period of twenty years.

15. Employee benefit obligations

Employees and former employees receive various employee benefits and old age pensions which are provided in accordance with the laws of the countries in which the companies operate. The Swiss companies of the Group have joined a pension plan with full insurance character. The pension plans are financed by employer and employee contributions.

Defined-benefit pension plans

1,000 CHF

Contribu-

tions Pension plan expenses

accrued in personnel expenses

10/11 10/11 09/10

Pension institutions without

surplus / deficit 568 533 365

Pension institutions with surplus 0 0 0

Pension institutions with deficit 0 0 0

Total 568 533 365

125.indd 42 14.07.2011 13:44:30


Employee benefit expenses 1,000 CHF 10/11 09/10

Contributions to pension institutions charged

to the company 533 365

Total contributions 533 365

Pension plan expenses included in personnel

expenses 533 365

There is no ECR (employer contribution reserves) in Infranor Group. In addition of that there were no changes in the economic benefit of the company from surplus and no changes in economic obligations from deficit.

16. Shares and share capital

16.1 Shares Number of issued bearer shares 10/11 09/10

each with a par value of 20 CHF

As at 1.5. 776,996 776,996

Bonds converted into bearer shares 0 0

As at 30.4. 776,996 776,996

of which own stock 11,110 11,110

16.2 Share capital CHF 30.04.11 30.04.10

Share capital 15,539,920 15,539,920

Conditional share capital 3,510,080 3,510,080

of which allocated for convertible bond – 2,179,660 – 2,179,660

Remaining conditional share capital 1,330,420 1,330,420

The Infranor Inter Ltd. shares held by the company itself (treasury shares) are deducted from equity (see also the consolidated state-ment of changes in equity on page 31). The Board of Directors is entitled to increase the share capital by a maximum amount of 3.51 million CHF by issuing 175,504 bearer shares with a nominal value of 20 CHF. However, 108,983 shares are reserved for the potential conversion of the convertible bond.

17. Impact of foreign currencies on the income statementChange as against the previous year 30.04.11 30.04.10

Net sales – 6.9 % – 2.7 %

EBITDA – 8.6 % – 0,1 %

18. Net sales

18.1 Net sales by products1,000 CHF 10/11 09/10

Servo-motors 16,382 12,864

Servo-drivers 11,011 8,461

Controls 15,989 12,486

Traded products 2,286 2,040

Service, spare parts, repairs 3,592 3,190

Total net sales 49,260 39,041

18.2 Net sales by sector1,000 CHF 10/11 09/10

Industrial manufacturing 53 % 54 %

Industrial handling and assembly 18 % 18 %

Processing industry 8 % 7 %

Packaging 3 % 4 %

Other 18 % 17 %

Total net sales 100 % 100 %

19. Personnel costs

19.1 Personnel costs1,000 CHF 10/11 09/10

Wages and bonuses 11,921 10,781

Costs capitalized – 202 – 530

Social security 2,329 2,314

Pension expenses as per Note 15 533 365

Other personnel costs 909 672

Total personnel costs 15,490 13,602

19.2 Number of employees by region 10/11 09/10

Switzerland 44 40

Europe excl. Switzerland 132 112

North America 5 5

Asia 27 22

Total 208 179

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19.3 Number of employees by role 10/11 09/10

Sales, engineering, service 64 65

Production 93 67

Research and development 28 23

Administration 23 24

Total 208 179

19.4 Option planNumber of options 10/11 09/10

(1 option gives right to 1 bearer share of Infranor Inter Ltd.)

Outstanding at the beginning of the period 4,028 4,328

Issued 0 0

Exercised during the period 0 0

Expired / cancelled during the period – 474 – 300

Outstanding at the end of the period 3,554 4,028

Average strike price of outstanding options 46.27 40.82

Options with a sales restriction period

of 0 to 3 years 0 300

Exercisable within 1 year 954 474

Exercisable within 1 to 5 years 2,600 3,254

Exercisable within 5 to 8 years 0 300

Average remaining contractual life in years 3 4

Number of options “in the money” 0 0

Number of options “out of money” 3,554 4,028

The ex-employee’s stock option plan is described on pages 36 and 37. The options cannot be covered by the conditional share capital. Consequently, the company holds treasury shares to cover these option rights.

20. General and administrative costs1,000 CHF 10/11 09/10

Administrative costs 493 663

IT costs 333 196

Travel costs 191 138

Consultancy & service fees 339 193

Audit fees 204 234

Management services from related companies 579 517

Total general and administrative costs 2,139 1,941

21. Sales costs1,000 CHF 10/11 09/10

Marketing 96 123

Exhibitions 193 73

Commissions 286 227

Representative office 8 8

Travel expenses 603 654

Miscellaneous 112 63

Total sales costs 1,298 1,148

The increase of sales cost was due to the amounts spent in partic-ipating to larger shows, taking place every second fiscal year.

22.1 Other operating expenses1,000 CHF 10/11 09/10

Production and engineering expenses 1,335 1,401

Costs relating to a different accounting period 12 329

Restructuring costs 0 439

Rental costs 1,025 1,014

Rental costs related party 317 357

Warranty costs 496 313

Accounts receivable losses & bad debt allowances 335 136

External R&D costs, trademarks, patents 192 311

Capitalised product launching costs 0 – 143

Total other operating expenses 3,712 4,157

The decrease of other operating expenses is mainly due to the ab-sence of restructuring costs (0,4 million CHF during the previous fiscal year).

The R&D item in the income statement shows only external re-search and development costs including prototyping costs as well as current costs for trademark and patent rights. In the current ac-counting period, no external costs were capitalised for the prod-ucts launched (in accordance with Swiss GAAP FER N° 10) (previ-ous fiscal year : 0.14 million CHF). The total research and development costs are allocated to various items in the income statement and break down as follows:

125.indd 44 14.07.2011 13:44:31


22.2 Total research and development costs1,000 CHF 10/11 09/10

Internal engineering 2,717 2,458

External engineering 40 4

Materials, tools and miscellaneous items 240 94

Patents 68 77

Total development costs 3,065 2,633


23. Other operating income1,000 CHF 10/11 09/10

Commission income 167 149

Income relating to a different accounting period 128 272

Other income 45 132

Total 340 553

Sales commission for slewing rings and bearings remained low due to the overall business situation.

Income relating to the previous accounting periods were mainly generated by the recovery of old receivables amounts which were previously written off.

24. Depreciation and amortisation1,000 CHF 10/11 09/10

Depreciation of property, plant and equipment 899 913

Amortisation of intangible assets 850 779

Total depreciation and amortisation 1,749 1,692

The slight increased amortisation of intangible assets is the result of the investment in software and product development. More de-tails can be found in notes 7 and 8 on pages 38 and 39.

25. Financial result1,000 CHF 10/11 09/10

Interest income 6 8

Total finance income 6 8

Interest expenses – 475 – 499

Convertible bond interest expense – 305 – 214

Interest related parties – 50 – 85

Interest expense of collateralised debt obligation – 607 – 604

Net foreign exchange losses – 682 – 252

Bank charges – 183 – 117

Total finance expenses – 2,302 – 1,771

Financial result – 2,296 – 1,763

The growth of financial expenses is explained by the major in-crease of the net foreign exchange losses.

26. Contingent liabilities1,000 CHF 30.04.11 30.04.10

Guarantees provided by Infranor Inter Ltd.

for banks and landlords 1) 5,380 6,070

Infranor Inter Ltd. guarantee for collateralised

debt obligation PULS 2006 – 13 1) 7,300 8,300

Guarantees provided to third parties 1) 0 60

Total 12,680 14,430

1) All in favour of subsidiaries.

Bank limits were utilised by Group companies at the end of April 2011 in the amount of 9,4 million CHF (previous year: 10,8 million CHF). As of 30 April 2011, the credit limits of all Group companies (with and without guarantees from Infranor Inter Ltd.) including bank discount limits, amounted to a total of 12,3 million CHF (12,7 million CHF in the previous year).

125.indd 45 14.07.2011 13:44:31



27. Pledged assets1,000 CHF 30.04.11 30.04.10

Assignment of individual accounts receivable 251 531

Total 251 531

The Spanish engineering company finance their current assets partially through assignment of receivables and discounted bills and checks.

28. Off-balance sheet obligations under operating leases and rental agreements1,000 CHF 30.04.11 30.04.10

Obligations

– due within one year 753 840

– due in 1 to 5 years 2,094 2,400

– due over 5 years 799 799

Total 3,646 4,039

The obligations consist almost exclusively of rental contracts for buildings used by the Group. The longest rental contract has seven years to run and was drawn up for the Cybelec S.A. build-ing. The remaining rent obligation for this contract amounts to 2.4 million CHF (previous fiscal year 2.8 million CHF).

29. Transaction with related parties

The detailed information required by Section 663b bis of the Swiss Code of Obligations on management compensation is disclosed in the separate financial statement of Infranor Inter Ltd. on pages 55 and 56.

No compensation has been paid to former officers. Compensation is paid to new members of Group Management pro rata temporis.

29.1 Other transactions1,000 CHF 10/11 09/10

Rent to companies of the Perrot Duval Group 317 357

Management services provided by Perrot Duval

Management S.A. 579 517

Legal advice provided by Board member

Dr. iur R. Müller 10 6

All transactions have been conducted at arm’s length. Apart from the above-mentioned compensation, no further monetary pay-ments were made.

30. Share ownership

As the main shareholder, Perrot Duval Holding S.A. held 78.0 per-cent of the share capital (previous fiscal year: 78.0 percent). There are no other shareholders with more than 3 percent of the vot-ing rights (in accordance with Section 663c of the Swiss Code of Obligations).

The Board of Directors and Group Management held a total of 2,687 shares (0.3 percent) in Infranor Inter Ltd. as of 30 April 2011 (2,212 shares previous fiscal year).

The Board of Directors of Infranor Inter Ltd. has no knowledge of close members of the family of members of the Board of Directors or Group Management who are shareholders in Infranor Inter Ltd.

31. Events after the balance sheet date

The financial statements have been prepared on a going concern basis which the Directors and the Group Management believe to be appropriate.

Between the balance sheet date and the date of publication of this Annual Report, no other events occurred which could have a ma-terial impact on the consolidated financial statements for 2010/11.

32. Approval of the consolidated financial statements

The consolidated financial statements were authorised for issue by the Board of Directors of Infranor Inter Ltd. at its meeting on 8 July 2011. The Board of Directors will recommend to the Annual Shareholders’ Meeting on 8 September 2011, that the consoli-dated financial statements be approved.

125.indd 46 14.07.2011 13:44:31


125.indd 47 14.07.2011 13:44:31


Report of the Statutory Auditor

the appropriateness of the accounting policies used and the reason-ableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements for the year ended 30 April 2011 give a true and fair view of the financial posi-tion, the results of operations and the cash flows in accordance with Swiss GAAP FER and comply with Swiss law.

Report on other legal requirements

We confirm that we meet the legal requirements on licensing ac-cording to the Auditor Oversight Act (AOA) and independence (arti-cle 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors.

We recommend that the consolidated financial statements submit-ted to you be approved.

Lausanne, 8 July 2011

PricewaterhouseCoopers SA

Felix Roth Pierre-Alain Dévaud Audit expert Audit expert Auditor in charge

To the General Meeting of Infranor Inter AG, Zurich

Report of the statutory auditor on the consolidated financial statements

As statutory auditor, we have audited the consolidated financial statements of Infranor Inter AG, which comprise the balance sheet, income statement, statement of changes in equity, cash flow state-ment and notes (pages 28 to 46), for the year ended 30 April 2011.

Board of Directors’ Responsibility

The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accord-ance with Swiss GAAP FER and the requirements of Swiss law. This responsibility includes designing, implementing and main-taining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain rea-sonable assurance whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judg-ment, including the assessment of the risks of material misstate-ment of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation and fair presen-tation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating

125.indd 48 14.07.2011 13:44:32


125.indd 49 14.07.2011 13:44:32

126.indd 50 14.07.2011 13:45:34

Infranor Inter Ltd. Financial Report

52 Balance Sheet

53 Income Statement

54 Notes to the Annual Financial Statements

60 Report of the Statutory Auditor

126.indd 51 14.07.2011 13:45:34

52Infranor Inter Ltd. Financial Report 2010/2011

Balance Sheet of Infranor Inter Ltd.

CHF Note 30.04.11 30.04.10

Assets

Current assets

Cash and cash equivalents 300,768 756,534

Treasury shares 1 293,896 252,197


Prepaid expenses 3 14,574 16,312

Total current assets 610,505 1,083,886

Fixed assets

Investments 4 20,600,000 20,600,000

Loans to Group companies 5 2,990,000 2,260,000

Intangible Assets 6 66,628 84,720

Total fixed assets 23,656,628 22,944,720

Total assets 24,267,133 24,028,606

Liabilities

Current liabilities

Accounts payable Group 7 41,301 45,846

Accounts payable Third parties 7 6,861 31,709

Accrued expenses 8 240,605 261,828


Long-term liabilities

Subordinated convertible bond 2009 – 2016 9 4,359,300 4,359,300

Total long-term liabilities 4,359,300 4,359,300


Share capital 10, 11 15,539,920 15,539,920

Reserve from capital contributions 12 2,839,920 0

Other legal reserve 12 268,064 3,107,984

Legal reserves 12 3,107,984 3,107,984

Reserve for treasury shares 12 467,128 467,128

Balance brought forward from previous year 12 214,891 311,926

Profit / Loss for the year 12 289,143 – 97,035

Unappropriated retained losses / earnings 12 504,034 214,891

Total shareholders’ equity 12 19,619,066 19,329,923

Total liabilities and shareholders’ equity 24,267,133 24,028,606

126.indd 52 14.07.2011 13:45:34


Income Statement of Infranor Inter Ltd.

CHF Note 10/11 09/10

Income from investments 13 800,000 450,000

Financial income 14 148,547 184,377

Total income 948,547 634,377

General and administrative costs 15 – 281,754 – 344,157

Financial expenses 16 – 377,650 – 387,255

Profit / Loss before taxes 289,143 – 97,035

Profit / Loss for the year 289,143 – 97,035

CHF Note 30.04.11 30.04.10

Assets

Current assets

Cash and cash equivalents 300,768 756,534

Treasury shares 1 293,896 252,197


Prepaid expenses 3 14,574 16,312

Total current assets 610,505 1,083,886

Fixed assets

Investments 4 20,600,000 20,600,000

Loans to Group companies 5 2,990,000 2,260,000

Intangible Assets 6 66,628 84,720

Total fixed assets 23,656,628 22,944,720

Total assets 24,267,133 24,028,606

Liabilities

Current liabilities

Accounts payable Group 7 41,301 45,846

Accounts payable Third parties 7 6,861 31,709

Accrued expenses 8 240,605 261,828


Long-term liabilities

Subordinated convertible bond 2009 – 2016 9 4,359,300 4,359,300

Total long-term liabilities 4,359,300 4,359,300


Share capital 10, 11 15,539,920 15,539,920

Reserve from capital contributions 12 2,839,920 0

Other legal reserve 12 268,064 3,107,984

Legal reserves 12 3,107,984 3,107,984

Reserve for treasury shares 12 467,128 467,128

Balance brought forward from previous year 12 214,891 311,926

Profit / Loss for the year 12 289,143 – 97,035

Unappropriated retained losses / earnings 12 504,034 214,891

Total shareholders’ equity 12 19,619,066 19,329,923

Total liabilities and shareholders’ equity 24,267,133 24,028,606

126.indd 53 14.07.2011 13:45:34


Notes to the Annual Financial Statements

Balance Sheet

1. Treasury shares 10/11 09/10

Number CHF Number CHF

Balance as at 1.5. 11,110 252,197 11,110 299,415

Fair value change 41,699 – 47,218

Balance as at 30.4. 11,110 293,896 11,110 252,197

The holding of treasury shares is used to cover an options programme that expired on 30 April, 2007, and was not extended.

Further details can be found in note 19.4 on page 44 of the consol-idated annual financial statement.

2. Other receivables

Only withholding-taxes recoverable are shown under this heading.

3. Prepaid expenses

The prepaid expenses mainly consist of amounts paid for the cost of the listing at the SIX Swiss Exchange.

4. InvestmentsCompanies Number of Currency Par value Nom. share Interest 30.04.11 30.04.10

shares per share capital % 1,000 CHF 1,000 CHF

in 1,000

Cybelec S.A., CH-Yverdon-les-Bains 250 CHF 1,000 250 100 10,000 10,000

Infranor Holding S.A.

CH-Yverdon-les-Bains 18,240 CHF 500 9,120 100 10,600 10,600

Total net carrying amount 20,600 20,600

Cybelec S.A. is the parent company of the Cybelec division with development, production, engineering and sales functions. Cybelec S.A. has two 100 percent subsidiaries, one in China and one in Italy.

Infranor Holding S.A. is the holding company of the Infranor Divi-sion and includes also the operational Infranor Group Management activities. Infranor Holding S.A. owns eight 100 percent subsidiaries, for further details see page 34.

The investments are subjected to an annual impairment test using DCF methods on the balance sheet date.

5. Loans to Group companiesCHF 30.04.11 30.04.10

Infranor Holding S.A., CH-Coppet 2,990,000 1,960,000

Cybelec S.A., CH-Yverdon-les-Bains 0 300,000

Total 2,990,000 2,260,000

During the period under review, Infranor Inter Ltd. made tempo-rary additional loans of 1,030,000 CHF to Infranor Holding S.A. aimed to facilitate its operational Infranor Group management ac-tivities as well as a partial repayment of the CDO Puls 2006-13 loan.

On the other hand, Cybelec S.A. has fully paid back the balance of 300,000 CHF during fiscal year 2010/11.

6. Intangible assetsCHF 30.04.11 30.04.10

Capitalised transaction cost in relation to the new

Bond 90,459 90,459

Depreciation – 23,831 – 5,739

Total 66,628 84,720

The issuance of the subordinated convertible bond 2009-16 during fiscal year 2010/11 generated publication, legal and banking ex-penses, which were capitalised and will be amortised over a period of 5 years.

126.indd 54 14.07.2011 13:45:34


7. Current liabilitiesCHF 30.04.11 30.04.10

Accounts payable 6,861 31,709

Accounts payable Group 41,301 45,846

Total 48,162 77,555

The amount of 41,301 CHF due to Infranor Holding S.A. is a regularisation of interests due. This amount has been paid back on 15 June, 2011.

8. Accrued expensesCHF 30.04.11 30.04.10

Annual report and annual shareholders’ meeting 53,000 56,000

Interest on convertible bonds 109,346 109,346

Auditing / actuary costs 54,601 50,000

Taxes / miscellaneous 23,658 46,482

Total 240,605 261,828

9. Subordinated short-term convertible bond 2009 – 16CHF 30.04.11 30.04.10


as at 1.5. 4,359,300 3,320,160

Converted 0 0

Paid back 0 – 3,320,160

Issue 2009 – 2016, 7.0 % 0 4,359,300


as at 30.4. 4,359,300 4,359,300

On 21 December, 2009, the shareholders of Infranor Inter Ltd. subscribed to a subordinated, seven-year convertible bond for a total amount of 4.36 million CHF. The bond carries a coupon of 7 percent. Bondholders are entitled to convert four bonds, each with a par value of 10 CHF, into one new Infranor Inter Ltd. bearer share with a par value of 20 CHF, between 21 June 2010 and 14 December 2016.

After three years, i. e. from 21 December, 2012 onwards, the issuer may repay the bond at any time prior to maturity at par plus accrued interest, subject to a notice period of 30 calendar days (hard call).

After 21 June, 2010, the issuer may repay the bond at any time prior to this maturity, at par plus accrued interest, subject to a notice period of 30 calendar days, and provided there is at least one transaction in the issuer’s shares on the SIX Swiss Exchange during at least 45 out of 90 trading days after 21 June, 2010, and the closing price of at least 60 CHF. Notice must be given within twenty trading days directly following the aforementioned time period of 90 trading days (soft call).

10. Share capitalNumber of bearer shares issued 30.04.11 30.04.10

With a par value of 20 CHF no. 776,996 776,996

Share capital as at 30.4. CHF 15,539,920 15,539,920

Conditional capital (175,504 shares

with a par value of 20 CHF) CHF 3,510,080 3,510,080

Treasury shares no. 11,110 11,110

In the year under review, no convertible bonds were converted into bearer shares at a nominal price of 20 CHF.

The bearer shares are listed on the SIX Swiss Exchange in Zurich. Security no. 724 910; Telekurs and Swissquote: INI; Thomson Reuters: INI.S.

11. Share ownership

As the main shareholder, Perrot Duval Holding S.A. held 78.0 per-cent of the share capital (previous year 78.0 percent). There are no other known shareholders with more than 3 percent of the voting rights (under Section 663c of the Swiss Code of Obligations). The Board of Directors and Group Management held a total of 2,687 shares (0.3 percent) in Infranor Inter Ltd. as of 30 April 2011.

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12. Shareholders’ equity Share Other Reserve Reserve Unappro- Total

capital legal from capital for treasury priated

reserve contributions shares retained

earnings

Balance as at 1.5. 15,539,920 3,107,984 0 467,128 214,891 19,329,923

Transfer of reserve from capital contributions – 2,839,920 2,839,920 0 0

Profit for the year 289,143 289,143

Balance as at 30.4. 15,539,920 268,064 2,839,920 467,128 504,034 19,619,066

Income Statement

13. Income from investmentsCHF 10/11 09/10

Cybelec S.A., CH-Yverdon-les-Bains 800,000 450,000

Total 800,000 450,000

14. Financial incomeCHF 10/11 09/10

Interest income

Cybelec S.A., CH-Yverdon-les-Bains 5,755 65,960

Infranor Holding S.A., CH-Yverdon-les-Bains 100,165 116,871

Subtotal interest income from Group companies 105,920 182,831

Bank interest 928 1,538

Foreign exchange gains 0 8

Fair value change treasury shares 41,699 0

Total 148,547 184,377

The decrease of the financial income is due to the absence of loan granted to Cybelec S.A. towards previous fiscal year.

15. General and administrative costsCHF 10/11 09/10

Personnel costs – 101,002 – 107,580

Auditing costs for holding company & Group – 82,210 – 78,122

Tax on capital and other taxes – 8,238 – 9,808

Publications & General Assembly – 73,138 – 56,315

Other administrative expense – 17,166 – 92,332

Total – 281,754 – 344,157

The reduction of “other administration expenses” continued fol-lowing the restructuring reorganisation measures implemented during prior financial years.

16. Financial expensesCHF 10/11 09/10

Interest paid on convertible bond – 305,151 – 214,482

Financial charges and FX transaction loss – 72,499 – 40,711

Subtotal finance costs paid to third parties – 377,650 – 255,193

Perrot Duval Holding S.A., CH-Geneva 0 – 84,844

Fair value change treasury shares 0 – 47,218

Subtotal finance costs Group companies 0 – 132,062

Total – 377,650 – 387,255

The main change in this position affected the interests provision for the new Bond. The increase in interest paid on the bond is due to the higher amount borrowed during financial year 2009/10. Other interest and bank charges included fees and commissions paid to banks. This amount increased as well due to the (unreal-ised) exchange rates losses.

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17. Management compensation Pension fund

Fixed gross Variable gross social security Other

2010/11 CHF remuneration remuneration charges remuneration Total

Board of Directors

Nicolas Eichenberger *) Executive Chairman 36,266 0 3,946 6,000 46,212

François Jaquier Member 24,727 0 2,690 3,000 30,417

Richard Müller Member 18,133 0 1,973 3,000 23,106

Francesc Cruellas *) Member / Executive Director 0 0 0 0 0

Total 79,126 0 8,609 12,000 99,735

Group Management

Total Group Management 528,921 53,257 103,671 29,400 715,249

Highest individual compensation Dr. J.-P. van Griethuysen 300,000 40,882 61,563 14,400 416,845

Pension fund

Fixed gross Variable gross social security Other

2009/10 CHF remuneration remuneration charges remuneration Total

Board of Directors

Nicolas Eichenberger *) Executive Chairman 36,190 0 3,938 6,000 46,128

François Jaquier Member 24,656 0 2,683 3,000 30,339

Richard Müller Member 19,692 0 2,143 3,000 24,835

Francesc Cruellas *) Member / Executive Director 0 0 0 0 0

Total 80,538 0 8,764 12,000 101,302

Group Management

Total Group Management 912,900 57,000 116,566 23,700 1,110,166

Highest individual compensation Dr. J.-P. van Griethuysen 279,500 31,000 52,663 14,400 377,563

*) Nicolas Eichenberger and Francesc Cruellas are executive members of the Board of Directors.

Nicolas Eichenberger has received compensation as Chairman of the Board. His remuneration for services as Delegate is listed under Group Management.

The remuneration of Francesc Cruellas is listed under Group Man-agement because he doesn’t receive any direct compensation as member of the Board of Directors of Infranor Inter Ltd.

The amounts are gross amounts and include social security con-tributions that must be paid by employees. The compensation also includes payments made by other Group companies during prior fiscal year only. These amounts included 53’257 CHF which was paid as variable gross remuneration. No compensation has been paid to members of the Board of Directors, Group Manage-ment or related parties.

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18. Share ownership by Management

CHF

Bearer

shares

30.04.11

Board of Directors

Nicolas Eichenberger *) Executive Chairman 1,085

François Jaquier Member 450

Richard Müller Member 50

Francesc Cruellas *) Member / Executive Director 1,102

Total 2,687

Other Members of Group Management

Jean-Pierre van Griethuysen CEO 0

Elizabeth Rojas Gilliand CFO 0

Total 0

CHF

Bearer

shares

30.04.10

Board of directors

Nicolas Eichenberger Vice-Chairman 610

François Jaquier Member 450

Richard Müller Member 50

Francesc Cruellas Member / Executive Director 1,102

Total 2,212

Other Members of Group Management

Jean-Pierre van Griethuysen CEO 0

Elizabeth Rojas Gilliand CFO 0

Total 0

*) Nicolas Eichenberger and Francesc Cruellas are executive members of the Board of Directors.

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19. Contingent liabilities1,000 CHF 30.04.11 30.04.10

Guarantees provided by Infranor Inter AG

for banks and landlords 5,380 6,070

Infranor Inter AG guarantee for collateralised

debt obligation PULS CDO 2006 – 1 7,300 8,300

Guarantees in favour of third parties 0 60

12,680 14,430

Bank limits were utilised by Group companies at the end of April 2011 in the amount of 9,4 million CHF (previous fiscal year: 10,8 million CHF). As of 30 April, 2011, the credit limits of all Group companies (with and without guarantees from Infranor Inter Ltd.), including bank discount limits, amounted to a total of 12.3 million CHF (12.7 million CHF in the previous fiscal year).

According to Section 32 (1e) of the Swiss Value Added Tax Act, Infranor Inter Ltd. is jointly and severally liable for all VAT owed by Group companies in Switzerland.

20. Risk Management

Risk management takes place within the Infranor Group in accord-ance with the principles and guidelines laid down by the manage-ment. These regulate the protection against market risks (ex-change rates, interests), credit risks and liquidity risks. These risks are further discussed below. There are also guidelines for managing liquid assets and obtaining loans. Risk management is aimed at minimising potentially negative effects of the financial situation.

The Board of Directors is responsible for monitoring the Group’s internal management systems, which can manage but not elimi-nate all business risks. These systems offer adequate but not total protection against errors and losses. Group Management is respon-sible for identifying and assessing significant risks for each Group company. In addition to adopting quantitative approaches and formal guidelines – which represent just one element of a com-prehensive approach to risk management – Group Management attaches importance to building up and maintaining a suitable risk-management culture.

The Group’s risk policy also includes protecting against risks through comprehensive and efficient insurance cover as well as through Infranor’s broad spread of customers across various sectors of industry and geographical regions.

In order to be able to comply fully with the internal guidelines and with Swiss law, every group company follows a defined procedure each quarter based on a comprehensive central internal control system (ICS) with an internet-based multilingual software program support. The structure and the responsibilities are clearly located among a reduced staff. The group management reports quarterly to the Board of Directors, which reviews the ICS concept at yearly intervals with regard to identifying, evaluating and remedying risks associated with business activities and adapts it to new re-quirements as necessary.

21. Events after the balance sheet date

No events occurred after the balance sheet date which could have a material impact on the 2010/11 annual financial statements.

There are no other circumstances which the company is required to disclose under Section 663b of the Swiss Code of Obligations.

Proposed appropriation of retained earnings CHF 10/11 09/10

Balance brought forward from previous year 214,891 311,926

Profit/(loss) for the year 289,143 – 97,035

Unappropriated retained profit/(loss) available to the Annual Shareholders’ Meeting 504,034 214,891

The Board of Directors will propose to the Annual Shareholders’ Meeting on 8 September 2011 that unappropriated retained earnings be utilised as follows: Distribution of a dividend of 2.5 % or CHF 0.50 per bearer share 382,943 0

Allocation to legal reserve 121,091 0

Carried forward to new accounting period 0 214,891

Total available to Annual Shareholders’ Meeting 504,034 214,891

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Report of the Statutory Auditor

well as evaluating the overall presentation of the financial state-ments. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements for the year ended 30 April 2011 comply with Swiss law and the company’s articles of incor-poration.

Report on other legal requirements

We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circum-stances incompatible with our independence.

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of financial statements according to the instructions of the Board of Directors.

We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of in-corporation. We recommend that the financial statements submit-ted to you be approved.

Lausanne, 8 July 2011

PricewaterhouseCoopers SA

Felix Roth Pierre-Alain Dévaud Audit expert Audit expert Auditor in charge

To the General Meeting of Infranor Inter AG, Zurich

Report of the statutory auditor on the financial statements

As statutory auditor, we have audited the financial statements of Infranor Inter AG, which comprise the balance sheet, income state-ment and notes (pages 52 to 59), for the year ended 30 April 2011.

Board of Directors’ Responsibility

The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial state-ments based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circum-stances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as

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Infranor Group

Infranor Inter AGGlatttalstrasse 37 CH-8052 Zürich

Phone +41 (0)44 307 45 00 Fax +41 (0)44 307 45 10

www.infranor.com [email protected]

Infranor Group ManagementRue des Uttins 27 CH-1401 Yverdon-les-Bains

Phone +41 (0)24 447 02 70 Fax +41 (0)24 447 02 71


Cybelec Division

Switzerland China Italy

Cybelec SA Rue des Uttins 27 CH-1400 Yverdon-les-Bains

Phone: +41 (0)24 447 02 00 Fax: +41 (0)24 447 02 01

www.cybelec.ch [email protected]

Cybelec numerical Control Technology (Shanghai) Co., Ltd. Room B4-1, Forward Hi-tech zone 33, Forward Rd., Jiading District CN 201 818 Shanghai

Phone: +86 (0)21 59 90 02 00 Fax: +86 (0)21 59 90 05 65

www.cybelec.com.cn [email protected]

Cybelec S.r.l Via Cesare Cantù 29 I - 20092 Cinisello Balsamo (MI)

Phone: +39 02 66 04 84 32 Fax: +39 02 61 29 15 73

www.cybelec.it [email protected]

AdressesAs at 30 April 2011

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Infranor Division

Switzerland

Infranor Holding SARue des Uttins 27 CH-1401 Yverdon-les-Bains

Phone +41 (0)24 447 02 70 Fax +41 (0)24 447 02 71


Infranor AG Glatttalstrasse 37 CH-8052 Zürich

Phone +41 (0)44 308 50 00 Fax+41 (0)44 308 50 09


Branch Office Infranor AGRue des Uttins 27 CH-1401 Yverdon-les-Bains

Phone +41 (0)24 447 02 90 Fax +41 (0)24 447 02 91


Benelux France

Sales Office Infranor GmbH Postbus 1317 NL-3260 AH Oud-Beijerland

Phone+31 186 610 155 Fax+31 186 614 535


Infranor S.A.S. Avenue Jean Moulin F-65100 Lourdes

Phone: +33 5 62 94 10 67 Fax: +33 5 62 42 18 69


Sales Office Paris Infranor SAS1, rue Georges Besse F-92160 Antony (Paris)

Phone: +33 1 56 45 16 00 Fax: +33 1 46 74 69 56


Germany Spain

Infranor GmbH Donaustrasse 19a D-63452 Hanau

Phone +49 6181 18012 0 Fax +49 6181 18012 90


Infranor Spain S.L.U. Occitània, 24 E 08911 Badalona

Phone: +34 93 460 16 31 Fax: +34 93 399 96 08


Infranor Mavilor S.A. Polígono Industrial Urvasa C/ Empordà 11-13 E-08130 Santa Perpètua de Mogoda (Barcelona)

Phone: +34 93 574 36 90 Fax: +34 93 574 35 70


United Kingdom USA China

Infranor Ltd Building 555 UK-Rendlesham Suffolk. IP12 27 W

Phone: +44 1483 274 887 Fax: +44 1483 276 037


Infranor, Inc. 299 Ballardvale Street Suite 4 USA-Wilmington, MA 01887

Phone: +1 978 988 9002 Fax: +1 978 988 9112


Infranor Motion Control Technology (Shanghai) Co., Ltd. Room 601, No. 448 Hongcao Rd. CN- Shanghai 200233

Phone: +86 (0)21 6145 5455 Fax: +86 (0)21 6145 5457

www.infranor.cn [email protected]

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Tel +41 (0)24 447 02 82Fax +41 (0)24 447 02 71

[email protected]


Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71

www.infranor.com

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Annual Report 2010/11


Tel +41 (0)24 447 02 82Fax +41 (0)24 447 02 71

[email protected]


Tel +41 (0)44 307 45 00Fax +41 (0)24 447 02 71

www.infranor.com

127.indd 1 14.07.2011 13:55:51

annual report 2010/11 · annual report 2010/11 responsible for investor relations: nicolas...

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