annual report 2005ir2.flife.de/data/komax/igb_html/pdf/1000001_e.pdf · komax geschäftsbericht...

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Annual Report 2005

Five-year overview of the Komax Group

2005 2004 2003 2002 2001

Net sales CHF 1,000 257,046 211,527 222,182 191,537 196,900Gross profi t CHF 1,000 150,408 130,232 135,713 117,334 121,217 in % of net sales % 58.5 61.6 61.1 61.3 61.6EBITDA CHF 1,000 32,613 35,475 37,891 25,821 26,406 in % of net sales % 12.7 16.8 17.1 13.5 13.4Operating profi t (EBITA) CHF 1,000 24,794 28,076 30,532 18,990 20,075 in % of net sales % 9.6 13.3 13.7 9.9 10.2Operating profi t (EBIT) CHF 1,000 24,794 26,913 29,311 17,671 18,678 in % of net sales % 9.6 12.7 13.2 9.2 9.5Group profi t (EAT) CHF 1,000 16,461 19,958 20,801 13,227 13,941 in % of net sales % 6.4 9.4 9.4 6.9 7.1Depreciation and amortization CHF 1,000 7,819 8,562 8,580 8,150 7,728Net cash from operating activities CHF 1,000 20,234 39,899 21,352 20,730 23,491Investments in fi xed assets CHF 1,000 6,829 10,558 6,359 16,760 19,648Free cash fl ow CHF 1,000 -10,293 29,628 15,151 3,667 -6,913Research and development CHF 1,000 20,300 19,100 19,285 17,300 16,503 in % of net sales % 7.9 9.0 8.7 9.0 8.4Total assets CHF 1,000 267,399 227,499 219,992 208,245 208,651Fixed assets CHF 1,000 120,292 100,579 97,939 102,577 98,343Current assets CHF 1,000 147,107 126,920 122,053 105,668 110,308Shareholders’ equity CHF 1,000 171,741 158,811 143,673 126,218 118,757 in % of total assets % 64.2 69.8 65.3 60.6 56.9Share capital CHF 1,000 17,601 23,861 28,633 31,528 31,389Borrowed capital CHF 1,000 95,658 68,688 76,319 82,027 89,894 in % of total assets % 35.8 30.2 34.7 39.4 43.1Long-term fi nancial loans CHF 1,000 19,600 11,750 10,000 16,000 33,210Short-term fi nancial liabilities CHF 1,000 15,611 12,100 22,225 35,748 15,220Net indebtedness (-) / net cash (+) CHF 1,000 -3,452 15,192 -10,446 -23,707 -26,884Headcount (at year-end) No. 886 705 707 680 698Net sales per employee CHF 1,000 307 298 319 278 276Shares1) No. 1,000 3,200 3,181 3,181 3,153 3,139Par value CHF 5.50 7.50 9.00 10.00 10.00High CHF 113.90 113.00 90.50 95.00 163.00Low CHF 91.50 84.00 35.80 39.50 59.00Closing price on Dec 31 CHF 96.30 112.40 87.05 46.10 88.00

1) Change from 2001 to 2003 owing to exercise of option rights.

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Operating profi t before interest and taxes (EBIT)

CHF 1,000

35,000

30,000

25,000

20,000

15,000

10,000

5,000

02001 2002 2003 2004 2005

%

17.5

15.0

12.5

10.0

7.5

5.0

2.5

0

9.5 9.2

13.212.7

EBIT EBIT in % of net sales

Net working capital (NWC)

CHF 1,000

80,000

70,000

60,000

50,000

40,000

30,000

20,000

10,000

02001 2002 2003 2004 2005

%

40.0

35.0

30.0

25.0

20.0

15.0

10.0

5.0

0

33.235.1

32.734.5

NWC1) NWC in % of net sales

1) NWC = net working capital: receivables, inventories less current liabilities.

Group profi t after taxes (EAT)

CHF 1,000

28,000

24,000

20,000

16,000

12,000

8,000

4,000

02001 2002 2003 2004 2005

%

14.0

12.0

10.0

8.0

6.0

4.0

2.0

0

7.1 6.9

9.4 9.4

EAT EAT in % of net sales

Development of equity and net indebtedness

CHF 1,000

160,000

140,000

120,000

100,000

80,000

60,000 40,000

20,000

02001 2002 2003

%

80.0

70.0

60.0

50.0

40.0

30.0

20.0

10.0

0

56.960.6

65.369.8

2005

9.6

6.4

2004

64.230.4

Shareholders’ equityNet indebtedness/net cash Net cash in % of total assets

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Brief portrait of the Komax Group ............... 2

Highlights of 2005 ...................................... 3

Letter from the Board of Directors .............. 4

Executive bodies ........................................ 6

Group Report ..............................................7

Contents

Corporate Governance ............................ 35

Information for investors .......................... 41

Financial Report ....................................... 45

Addresses ............................................... 90

The market environment ............................ 8In 2005, the market environment for Komax was characterized by considerable restraint in the automotive business.

Market performance and positioning ........10With a market share of around 50 percent, Komax is a world leader in standard wire-processing machines. With its machine systems for assembly automation, Komax is focusing on the medical technology and photovoltaic growth markets, among others.

Research and development ..................... 20In 2005 Komax invested approximately CHF 20 million in research and development. Quality monitoring, pressing ahead with standardization and expansion in the photovoltaic and medical technology areas were the focal points of devel-opment efforts.

Production and procurement ................... 22Komax’s top priority in production for 2005 was to optimize synergies among its different production sites. In the area of procurement, Komax set important milestones.

Employees .............................................. 24Education and training are of great importance in the present economic climate, and are a top priority for Komax.

Investments and informationtechnology (IT) ......................................... 26In the year under review, Komax invested ap-proximately CHF 30 million in fi xed assets. The marked increase is attributable to the acquisi-tions made by the company, which came to approximately CHF 24 million.

Outlook ................................................... 28Komax is confi dent of signifi cantly increasing sales and profi t.

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Brief portrait of the Komax Group: world leader in wire processing and assembly automation

The Komax Group, founded in 1975 and headquartered in Dierikon/Lucerne, Switzerland, is one of the top global providers of wire-processing systems and assembly automation equipment.

The Komax portfolio of products and services ranges from wire cutting and strip-ping to the fully automated manufacture of complete wire harnesses and the production of automated machines for medtech compo-nents. Thanks to various acquisitions in the assembly automation sector, Komax now provides assembly and testing processes that go far beyond mere wire processing.

Ismeca Automation, for example, became part of the Komax Group in April 2005. With its expertise in the fi eld of medical technol-ogy, the company is an ideal fi t with the existing Komax portfolio, rounding out its offering in this growth market.

The Komax Group operates production facilities in Switzerland, Portugal, France, the US and China. It also maintains a distribu-tion and service network spanning the entire globe. Its primary markets are the automo-tive industry, medical technology and photo-voltaics, as well as the domestic appliance, offi ce equipment, telecom and IT sectors.

The Group generated sales of CHF 257.0 million in 2005. Operating profi t (EBIT) stood at CHF 24.8 million and Group profi t after tax at CHF 16.5 million. As of December 31, 2005, Komax employed a workforce of 886 worldwide.


Highlights of 2005

February 3: Komax acquires Sigma AG in Stans. Sigma manufactures semi-automated manual workstations and produces modular and fl exible transfer systems. Germany is its most important market. Sigma hopes to take advantage of Komax’s worldwide presence to signifi cantly expand its sales market. Semi-automated systems with integrated manual workstations are especially in de-mand in Asia and Eastern Europe.

April 15: Komax acquires Ismeca Auto-mation SA in La Chaux-de-Fonds. Ismeca is one of the world’s leading suppliers of assembly automation systems for medi-cal technology (inhalers and medical pens). This acquisition advances Komax’s strategic objective of signifi cant growth in automation systems production in the medtech fi eld. La Chaux-de-Fonds becomes Komax’s new Centre of Excellence in the fi eld of medical technology.

October 6–10: The new Xcell 2500 assem-bly cell by Komax Systems York (USA) is a highlight of the 20th International Photovolta-ic Solar Energy Conference and Exhibition in Barcelona. The Xcell 2500 combines two processes previously performed by sep arate

machines: attaching electrical contact strips to one side of the solar cells (tabbing) and soldering or connecting multiple cells in series into a string (stringing).

October 28: Ismeca Automation SA wins the bid to supply an assembly line to pro-duce a new generation of energy storage cells – a CHF 14 million contract.

November 15–18: At the Productronica in Munich, Komax presents various ground-breaking solutions for wire processing. Customer interest in these innovations is exceptionally high. The Alpha 355 fully automatic crimping machine, the second in the production series equipped with a new platform, and the semi-automatic bt 752 system, a new-generation stripper, sealer and crimper, garner special attention. On the systems side, the fully automatic FFC processing machine and the IDC 9600 MS system are launched.

December 19: A world-leading computer and electronics manufacturer places an initial order with Ismeca SA for two assembly lines for the high-volume manufacture of a tech-nologically advanced product, with potential for further orders.

February 3

April 15

October 6–10

October 28

November 15–18

December 19


Dear Shareholders

Despite an encouraging performance in the second half of the year, the Komax Group fell slightly short of its ambitious targets for 2005. The diffi cult market situation in the fi rst half proved to have a dominant impact. Changes in the product mix, increased spending on development and basic engineering, and acquisition-related extraordinary charges also infl u-enced the earnings situation.

Overall, the Group generated operating profi t (EBIT) of CHF 24.8 million (2004: CHF 26.9 mil-lion). Sales came to CHF 257.0 million (2004: CHF 211.5 million), representing an increase of 21.5%. Ismeca Automation, acquired in April, contributed CHF 34.3 million to sales growth, and Sigma AG, acquired in early 2005, CHF 6.4 million. The growth in sales after adjustment for acquisitions comes to 2%.

From July 2005 onwards, Komax almost entirely eliminated its net indebtedness, even with acquisitions totalling around CHF 24 million.

The company’s market environment in the 2005 fi nancial year was characterized by a mood of great caution within the automotive industry. Negative reports emanating from the US car industry unsettled the entire world market and led to a decline in sales at Komax’s European operations. The German market – an important one for Komax – only started to show signs of recovery in the last few months of the year.

In Asia, sales in the machine business indicated a very slight upward trend. We remain well positioned in the high-end sector, but were unable to gain any market share at the low-cost end of the market. As a result, Komax will this year launch a machine developed and pro-duced in China.

Sales in the US held at an agreeably high level, not least on account of the stronger demand from Japanese carmakers with US production facilities: Komax enjoys a good position among Japanese wire harness manufacturers. New car sales in the US in 2005 rose year on year.

The state-of-the-art production processes that have become standard in the automotive industry make the insertion of wires by hand evermore problematic. While manual labour tends to be cheap in countries with modest wage levels, over time it becomes less and less capable of satisfying the high-quality standards required. Moreover, wages in the Eastern European countries, in which a large number of wire harnesses are produced for European car manufacturers, are rising continually, thus slowly closing the wage gap. For this reason, wire processing is being relocated to evermore distant regions, resulting in a growing number of logistics problems: transporting the wire harnesses becomes more expensive and trans-port times rise considerably. No wonder, then, that car manufacturers are looking into new solutions, such as using automation to bring the production of wire harnesses back closer to company headquarters.

In machine systems for the manufacture of complete wire harness (the Zeta line), we achieved our fi rst signifi cant sales successes in the automotive industry.

In the assembly automation fi eld, the medical technology and photovoltaic lines reported above-average performance. Excellent order intake means that double-digit sales growth can be forecast for 2006.

Letter from the Board of Directors


The acquisition of Ismeca Automation – our new medtech Centre of Excellence – ideally rounds out our portfolio. Medical technology has specifi c requirements in terms of the quality of production and of products. As a stable growth market expected to enjoy double-digit growth rates, it is of particular interest to Komax from an economic point of view.

The market for photovoltaic products is booming, thanks in no small part to progressive re-newable energy feed-in laws in Germany, Spain, Portugal and California in the US. Its broad process capabilities have enabled Komax Systems York (USA) to build on its very strong market position in the manufacture of solar modules from single solar cells and in the elec-trical connection of solar cells.

In the systems business, by taking over Sigma and Ismeca Automation, Komax has reached a size where it can smooth out fl uctuations that are common in this line of business. In add-ition, standardization allows cost savings to be made. However, we are not ruling out further acquisitions in the medtech and photovoltaic fi elds, and would contemplate acquisitions in the area of standard machines if they were a good geographic fi t.

We would like to take this opportunity to thank all our employees for the great efforts they put in during 2005. We would also like to thank our business partners for the fruitful collabor-ation. And, fi nally, we would like to thank you, our shareholders, for the faith you have shown in our company.

Melk M. LehnerChairman of the Board of Directors of Komax Holding AG

Leo SteinerChief Executive Offi cer of Komax Holding AG


Executive bodies

Board of DirectorsMelk M. Lehner, Chairman of the Board, term expires 2007Leo Steiner, President and CEO, term expires 2006Daniel Hirschi, term expires 2008Max Koch, term expires 2008Hans Caspar von der Crone, term expires 2006

Andreas Wolfi sberg Josef ZumsteinClaudio Meisser

Daniel Hirschi

Melk M. Lehner

Max Koch Hans Caspar von der Crone

Viktor Tobler

Leo Steiner

Executive CommitteeLeo Steiner, overall management of the Komax Group, President and CEOClaudio Meisser, Head of Research & Development (CTO)Viktor Tobler, Head of ProductionAndreas Wolfi sberg, Head of Finance & Accounting (CFO)Josef Zumstein, Head of Sales & Marketing

Statutory AuditorsPricewaterhouseCoopers AG, Basle

Group AuditorsPricewaterhouseCoopers AG, Basle


Komax stellt auch Test-geräte her, zum Beispiel für Mobiltelefone.


Group Report



The market environment

In 2005, the market environment for Komax was characterized by considerable re-straint in the automotive business. Negative reports emanating from the US auto-mobile industry unsettled the entire world market and led to a decline in investment activities. In contrast, the trend toward further automation of production pro cesses, growing demand for electronic applications in cars and the growth rates in the medtech and photovoltaic markets are all positive factors.

Increased quality standards in combination with progressive miniaturization play a key role in the entire machine and automation market in which Komax operates. Manual labour is increasingly out of keeping with the times, especially in state-of-the-art produc-tion processes with the strictest quality standards. As wires grow ever smaller and fi ner and connectors more complex, sophis-ticated robots are becoming the sine qua non of high-quality manufacturing processes.

Medical technology and photovoltaics are growing markets – and growing markets for assembly automation. In the medtech sector, annual growth rates of nine to fi fteen percent are anticipated. The factors behind this growth are the trend toward self-medication, the natural expansion of the market due to longer life expectancies and increased ac-cess to high-quality medical care in devel-oping countries. The acquisition of Ismeca has greatly strengthened Komax’s market position in medical technology.

The photovoltaic market is booming, thanks in no small part to progressive renewable energy feed-in laws in Germany, Spain and Portugal. The only hindrance to its devel-opment has been a shortage of silicon for processing. The photovoltaic industry pro-duces its monocrystalline and polycrystalline solar cells almost exclusively from – what it considers to be – high-grade semiconductor industry waste.


Um Scheibenbrem-sen zu steuern und zu überwachen, braucht es immer mehr Sensoren und Aktuatoren. Diese werden von Komax Maschinen verkabelt und zusammengebaut.

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Electronic systems in cars are becoming more and more widespread. One example is the hybrid car equipped with an electric motor.


MarketsAutomotiveAccounting for 53 percent of turnover, the automotive market continues to be a key driver of sales for Komax (2004: 59 percent). Uncertainty in the market led customers to put a number of investment projects on hold during the year under review. We anticipate a clear upturn in 2006; in the important Ger-man market the fi rst signs of improvement can already be felt. The growing demand for in-car safety and comfort – which calls for additional electronics and thus for more com-prehensive and complex wire harnesses – is also having a positive effect on our busi-ness. Electronic applications for heating and cooling equipment (AC) or for additional airbags, for example, are now being used more and more frequently in medium- and lower-priced vehicles.

White goodsThe shift from crimping to IDC technology, which has already taken place in Europe, is now getting under way in the US. New ma-chines are thus needed for the manufacture of wire harnesses for domestic appliances. In the year under review, Komax delivered various Zeta machines and completed sev-eral large-scale IDC systems.

Medical technologyWith the acquisition of Ismeca Automation during the year under review, Komax now has the very accurate, precise and robust Ismedial and Ismeline transfer systems in its portfolio. Both are based on established cam technology and transport the material to be processed rapidly and very precisely on a single carrier. The underlying mechanical principle means the control system is simple and robust. These transfer systems are a valuable complement to the free-fl owing or servo-controlled Komax transfer systems.

Ismeca also brings its extensive expertise in plasma cleaning, plastic welding technol-ogy, the fi lling of inkjet cartridges and the assembly of inhalers and syringes to the Komax Group.

PhotovoltaicsBroad process capabilities (infrared solder-ing, hot-bar soldering, inductive soldering, microfl ame soldering, stress-free transport of solar cells within the processing machine etc.) in the manufacture of solar modules from single solar cells and in the elec trical connection of solar cells have enabled Komax Systems York (USA) to further build on its very strong market position.

In the Xcell 2500, Komax has also succeed-ed in combining two previously separate processes – the attaching of electrical con-ducting strips to one side of the solar cells (tabbing) and the soldering or connecting of multiple cells in series into a string (stringing) – in a single machine. The strong intake of orders in 2005 bodes well for marked growth in the year now under way.

Market performance and positioning

With a market share of around 50 percent, Komax is a world leader in standard wire-processing machines. With its machine systems for assembly automation, Komax is focusing on the medical technology and photovoltaic growth markets, among others.

Expensive electronic applications are now being used

more and more frequently in medium- and lower-priced

vehicles.

Sales by application

Automotive industry

Household appliances/“White goods”

MedTec/Solar energy/Others

Telecommunication/Electronics

53%

15%

23%

9%

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Baking, roasting, boiling, cook-ing – in household cookers, wire harnesses manufactured on Komax machines must be able to withstand dramatic fl uctuations in temperature over a number of years.


RegionsEuropeIn Europe, the market has cooled down slightly for Komax. Investment intensity has eased somewhat in the eastern European countries. We anticipate a downturn in the development rate in this region. Wage adjustments and the relatively strong eastern currencies are also contributing to this decel-eration. Our markets in Russia are develop-ing satisfactorily, and many small projects are in the pipeline in Belarus, where Komax is now represented.

The AmericasSales in the US and Mexico remained at a satisfyingly strong level. Komax was also able to hold onto its large market shares in Brazil. Incoming orders, however, are trailing slightly behind last year’s fi gure.

AsiaIn Asia, Komax has the high-price end of the crimp-to-crimp market well covered. Practically all major European and American customers in Asia are equipped with Komax machines. Local Chinese manufacturers, too, have confi dence in our products. In the low-cost sector, however, Komax did not quite keep up with market growth. In 2006, Komax is to launch the Gamma 252, devel-oped and produced in China, in response to this trend. Compared with the Chinese market, which declined slightly in 2005, a larger market now seems to be developing for our products in India.


Sales by region

Europe

North and South America

Asia/Pacifi c

Africa

62%

26%

8%

4%

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An airbag can save lives by doing what it is supposed to do and infl ating within a fraction of a second. Komax produces connectors for airbag systems with the greatest precision.



ProductsCut and stripSince cut-and-strip machines represent entry-level products for our customers, Komax views this area as strategically important. Thanks to a number of technical improvements, for example in the Kappa 240, Komax successfully increased its share of the cut-and-strip products market. We were pleased to have increased machine sales in Switzerland as well.

Crimp to crimpKomax held a high market share of around 50 percent in conventional fully automatic crimping machines. Although the Alpha 455, launched one year ago, has yet to prove it-self on the market, we are generally very well positioned with our product range. We are particularly optimistic following the launch of the new Alpha 355 at the Productronica in Munich in November 2005.

Success with machines for the manu-facture of complete wire harnessesIn machine systems for the manufacture of complete wire harnesses, we achieved our fi rst successes during the year under review. Growth in demand for automation in this market is encouraging. For the fi rst time, we succeeded in selling several designs of such systems to high-profi le customers within the automobile industry.

Wire-processing systemsKomax further expanded its market share in wire-processing systems – thanks in large part to IDC technology – receiving multiple orders in this market segment. Komax has a highly fl exible and high-performance IDC machine in the Lambda 9600. Different

In machine systems for the manufacture of complete wire

harnesses, Komax achieved its fi rst successes during the

year under review.

connectors can be loaded onto a single tool carrier. The IDC machine is based on proven Komax technologies and has a modular design. The result is great fl exibility, easy upgrading and retrofi tting, fast adaptation to new applications, short delivery times and optimum capacity utilization.

The acquisitions of Sigma and Ismeca Automation have also indirectly strength-ened the market position of Komax Systems Rotkreuz. Collaboration has got off to a smooth start with the successful launch of the fi rst joint projects.

Sales by product

Machines/Assembly automation

Spare and wear parts/Services

Components/Subassemblies/Modules 67%

17%

16%


A large number of medicines can be ingested more easily through the airways using an inhaler. Ismeca’s fully auto-mated assembly lines satisfy the high-quality standards of the medtech markets 100 percent.


The worldwide market for medical technol-ogy products and the related production systems is worth approximately EUR 17 billion. Depending on the sector, annual growth rates of nine to fi fteen percent are anticipated.

High rate of innovationThis stable growth can be attributed to developments in the health care sector. Not only are more and more diseases now being diagnosed, but thanks to modern research, new drugs and treatment methods are being continually brought to market. For example, in future it will be possible to treat diabetes, cystic fi brosis and prostate cancer using inhalation-based therapies. Already, more than 500 million inhalers are being manufac-tured each year worldwide.

At the same time, the number of self-treating patients continues to grow, especially among those suffering from chronic diseases. This boosts demand for user-friendly applicators for administering medication.

Increasing regulation also has a major effect on new developments such as dosing me-ters or propellant-free applications.

All of which results in fast-paced innovation. The manufacturers of medtech components must therefore make substantial investments if they wish to gain market share.

Process and industry knowledgeThe costs incurred before a medtech prod-uct is ready for market launch are enormous, making quality and process safety a more important consideration than price when choosing an assembly system.

Knowledge of clean-room classes, experi-ence with sterile environments and a quality system that allows our customers to achieve FDA certifi cation are the foundations on which medtech assembly lines must be built. Experience in technical application and broad expertise in the integration of very diverse processes are key success factors.

Medical technology components: stable growth

Developing medical technology products is a costly endeavour. Assembly line requirements are unavoidably strict: quality and process safety are the key success factors. Ismeca Automation, a member of the Komax Group since April 2005, is one of the world’s leading suppliers in this fi eld, giving Komax access to a stable, expanding market with double-digit growth rates.

Komax Systems has operated in the medical technology fi eld on a small scale for many years. The acquisition of Ismeca Automation enables the Group to considerably build up its position in this promising growth market.

Ismeca AutomationIsmeca Automation has been success-fully producing assembly lines for medical technology components since the early 1990s; in 2005, the company generated about 70 percent of its sales in this area. Ismeca concentrates on components such as inhalers and feeding systems (injection syringes, safety valves, catheters, needles, insulin administering systems), giving it broad experience with these applications.

One of Ismeca’s other core compe tencies is in the integration of industry-specifi c pro-cesses. Through its use of innovative tech-nologies, operations such as the assembly and bonding of needles, tube coiling, surface treatment and dispensing can be seamlessly integrated into high-performance systems. Assembly lines are confi gured on a number of compatible system platforms depend-ing on the product, production volume and environment.



Until very recently, reusable injection equip-ment was in predominant use. Thanks to fully automated assembly lines, single-use devices can now be manufactured econom-ically in large quantities and at the quality levels sought. Thus, a new market with large potential is opening up.

The following is an interview with Fritz Kirch-hofer, Senior Engineer at Ypsomed AG, Burgdorf, Switzerland, who is jointly respon-sible for the expansion of new production sites.

Mr. Kirchhofer, what is an injection pen? Fluid medications such as insulin, for example, are traditionally administered using syringes. The injection pen is a less pain-ful and more comfortable alternative. We differentiate between single-use pens, which are disposed of after use, and reusable devices, which can be used over a longer period of time. Both systems are very simple to operate and even enable self-injection of the medication, which is very desirable given the increasing cost pressure in the health care sector.

So is this a growth market? Absolutely. We anticipate double-digit growth rates each year. The number of persons affected by diabetes is steadily growing, primarily due to an increase in the elderly population and to changes in eating patterns, particularly in Far Eastern countries. Moreover, an increasing number of diseases are being treated by injection. In addition to being used primarily for diabetes, injection treatments are predes-tined for use in areas such as hepatitis, hor-mone therapy, osteoporosis and thrombosis. Furthermore, many of the new medications based on genetic technology can only be

administered by injection. Last but not least, our customers are utilizing the pen system more frequently as a marketing tool to make their own medications stand out from those of the competition.

New developments in the medtech sector are expensive. How much is Ypsomed investing in the development of new products? It sometimes takes up to three years from the start of the project to production. Investments may be in the tens of millions.

Are the injection systems assembled automatically? We need to differentiate between single-use items and reusable sys-tems. Reusable pens are more complex and expensive, with production volumes from a few thousand up to a million units per year. The number of manual steps in process-ing is correspondingly high. With single-use pens, batch sizes can amount to a couple of million per year. In this instance assembly is almost 100 percent automated – in part with systems from Ismeca Automation. With both methods, quality is our topmost consider-ation. And quality can only be guaranteed when we have mastered the processes.

In addition to complex processes, what are the greatest challenges in manufac-turing pens? Regulations! Medical tech-nology products are subject to strict legal requirements. The number of guidelines and the complexity of the documentation have increased enormously in the last few years. This also has an effect on the assembly lines used.

In what respect? The assembly line pro-cesses must be absolutely safe. The increas-ing burden of proof makes small changes to the production fl ow complicated. Conse-quently, we seek long-term partnerships with suppliers who are experienced in medical technology applications and the associated standards. Fast and professional service is also crucial.

Growth market for injection systems

The Ypsomed Group is a major global developer and manufacturer of injection pens and pen needles for pharmaceutical and biotech companies. Ypsomed, a customer of Ismeca Automation, employs a workforce of approximately 970 in Switzerland, with production facilities at several locations.

“An increasing number of diseases are being treated by injection.”



One of these alternative, renewable sources is photovoltaics, which turns solar energy into electricity using solar cells. These cells are made of crystalline silicon, a material also used to produce chips in the semiconductor industry. Komax Systems York (Pennsyl-vania, USA) provides automated solutions, capable of constructing solar modules from single solar cells.

Germany leads the wayBy signing the international Kyoto Protocol on climate change, Switzerland and all of the EU member states have committed them-selves to reducing greenhouse gas emis-sions by 8 percent by the year 2012. 1990 serves as the benchmark year. This volun-tary commitment impacts on policy in the individual countries. For example, German electricity suppliers are obliged to purchase solar power at a fi xed price. This move was necessary because solar electricity is considerably more expensive than electricity generated at thermal or nuclear power sta-tions. The global market leader in solar-powered electricity has set itself ambitious targets: Germany aims to increase the market share of solar power in the domestic energy market from its current 0.1 percent to 4 percent by 2020. In Spain, Portugal and Italy, a similar policy is also being pursued. The solar energy market in Europe has thus multiplied in size over the last few years.

The US is promoting renewable energy tooThe US may not have signed the Kyoto Protocol, but the rising price of oil neverthe-less has an effect on its energy policy. The US government has already announced that it will provide fi nancial support for renewable sources of energy, alongside nuclear energy. Sunshine is abundant in many areas of the

Photovoltaics: a growth market

Rising demand for energy, combined with limited reserves of crude oil, is driving energy prices higher and higher. Alternative energy from renewable sources is thus increasingly in demand.

US, and its most heavily populated state, California, is currently leading the way: its plans to invest USD 2.9 billion in the expan-sion of solar power systems will trigger total investments in solar energy worth over USD 15 billion. By 2017, one million buildings in California will have been fi tted with solar roofs.

For comparison purposes: The average nuclear power station produces 1,000 mega-watts of energy. Today, solar installations with a peak performance of 1,500 mega-watts are in use worldwide. California aims to generate 3,000 megawatts worth of solar power between 2007 and 2011.

By 2017, one million buildings in California will

have been fi tted with solar roofs.



In the “sunshine state” of California, one million roofs are soon to be fi tted with solar cells. With its subsidiary in York (USA), Komax is well positioned in the photovoltaics growth market.


Research and development: quality monitoring and standardization

In 2005 Komax invested approximately 7.9 percent of sales, or CHF 20.3 million, in research and development (2004: CHF 19.1 million). Quality monitoring, pressing ahead with standardization (basic development), and expansion in the photovoltaic and medical technology areas were the focal points of development efforts.

Standard machinesThe rapid pace of technological advance-ment, increasing pressure on costs and small batch sizes are forcing the wire- processing industry to look for cost-effi cient and fl exible production methods. Maximum precision and process security, short conver-sion times as well as the networking of pro-duction facilities are the key success factors here. Komax introduced various innovations and new products in 2005 in response to market requirements.

Quality monitoringKomax devotes paramount attention to process control. For this reason, the com-pany last year invested heavily in innovations in the fi eld of fully automated quality monitor-ing. At the Productronica 2005 trade fair, a fully integrated pull-out force measurement device, capable of determining both the required and the destructive pull-out force across the machine’s entire range of applica-tions, was exhibited for the fi rst time.By integrating and fully automating the qual-ity measurement process, Komax reduces operator-related infl uences and errors, thus satisfying a major requirement of many clients.

Development team set up in ShanghaiTo best address the local requirements of the clientele in China, Komax made the decision to develop special fully automated crimping machines for that particular market and to manufacture these in China itself. The development team was up and running by the end of 2005 and has already familiarized itself with the European tools. The goal is to develop a good working relationship with Chinese suppliers. The Swiss side of the partnership will continue to make important components available and share its know-how. At the same time, a Gamma 255 was modifi ed at headquarters in Dierikon so as to be ready for its launch on the Chinese market during the current business year.

New machinesThe “new” fl exibility of the Komax round table press integrated into the Alpha 455 has been well received by highly regarded cus-tomers and has set new market standards. The fully automatic Digistripper bt 752 (stripper/sealer/crimper) replaces the non-programmable bt 700; it was developed and tested in-house in only eight months thanks to its many platform components. Initial beta tests with customers have produced positive results.

Systems businessPhotovoltaicsIn the Xcell 2500, Komax has succeeded in combining two previously separate pro-cesses – the attaching of electrical contact strips to one side of the solar cells (tabbing) and the soldering or connecting of multiple cells in series into a string (stringing) – in a single machine.

StandardizationKomax made further headway in standard-ization during the past business year, pre-senting its Modulo 300 cell with integrated MultiServo fps 300 transfer system for the fi rst time at the Productronica trade fair. The system’s great fl exibility and simple approach to solutions make it compelling. Komax has also created simple and user-friendly components through standardization at the PLC (programmable logic controller) and GUI (graphical user interface under the name TopControl) level.

Komax made the decision to develop and manufacture

special fully automated crimping machines in China.


In der Medizinaltechnik steigen die Anforderun-gen an die Genauigkeit im Montageprozess besonders rasch. Bei diesen Hörgeräten zum Beispiel aufgrund der stetig voranschrei-tenden Miniaturisierung.


Self-medication is on the in-crease in the healthcare sector. Injection pens allow patients to administer fl uid doses of medication themselves. The system is simple to use and very precise.


Production and procurement

Komax’s top priority in production for 2005 was to optimize synergies among its different pro-duction sites. In the area of procurement, Komax set important milestones through measures such as volume bundling, the lead-buyer concept and standardized payment terms.

In standard machines, Komax implemented pilot projects to further optimize processes, both in mechanical production and in as-sembly. In particular, the “one piece fl ow” model offers a highly promising means of achieving yet another dramatic improve-ment in assembly processes – regardless of signifi cant variance and volume fl uctuation.

The opportunities for improvement identifi ed in the supply chain management analysis have been tackled, and most of the poten-tial has now been realized. The full range of activities – from contact with suppliers at the time of invitation to tender right through to the commissioning of the machines at the customer’s own work site – has been optimized, further boosting customer satis-faction.

Investments of approximately CHF 2.8 mil-lion in the new manufacturing machines and in toolmaking underline the importance that Komax attaches to technological leadership, including leadership in production. Achieving effi cient performance in this area requires well-trained and motivated employees, as well as modern and productive operating and manufacturing equipment.

Optimized quality management and focal points for 2006On the systems production side, Komax has set up an ISO 9001:2000 quality manage-ment system. The project shed light on many processes and interfaces, leading to a sustained increase in effi ciency. In addition, Komax has further enhanced audited quality management in its machine business and lowered quality costs accordingly.

Where standard machines are concerned, the priority is to further optimize the assem-bly islands and the related logistics using the one piece fl ow model. At the same time, new products must be ramped up in such a way as to facilitate the transition from the old products. The cost-reduction programme initiated as part of the procurement synergy project is being further expanded; Komax will increasingly engage in international procurement sourcing. The optimization of production capacities among the Komax companies in Switzerland remains a focal point for 2006.

Reducing procurement costsAt its supplier conference at the start of October, Komax called upon its partners to present it with cost-reduction opportunities. The fi rst steps have already been implement-ed. Komax has also reduced faulty delivery complaints by a further 25 percent through strict supply chain management.

Achieving effi cient production performance requires

well-trained and motivated employees, as well as

modern and productive operating and manufacturing

equipment.


Alongside security, comfort is an important growth driver in the market for in-car electronic systems. Car seating systems are becoming more and more sophisticated in order to meet the rising expectations of drivers and passengers.


Komax helps its employees to attend further training, postgraduate and job-specifi c training courses, both fi nancially and by ap-plying fl exible working time models. At the same time, Komax also conducts in-house technical seminars and holds workshops in all areas, such as courses on automotive connection technologies, CE conformity, IT training, language courses and leadership seminars.

Apprentice training: Switzerland on the jobBecause the future of Switzerland as a loca-tion for employment largely depends on the availability of exceptionally well-qualifi ed workers, and thus on developing young talent, Komax invests substantial resources in its future employees. In 2005, the Group trained 64 apprentices at its Dierikon, Rotkreuz, Einsiedeln, Stans and La Chaux-de-Fonds sites – as general mechanics, electronics technicians, IT specialists, auto-mation technicians and design engineers, as well as in commercial positions. Apprentices make up nine percent of all Komax employ-ees in Switzerland. By comparison, trainees accounted for an average of six percent of the total workforce in the Swiss mechanical and electrical engineering industries (Swiss-mem) in 2004. The reform of vocational training has further increased the company’s costs in this area. The enhanced emphasis on in-house training places greater demands on the trainers. To satisfy all the relevant requirements, Komax at times collaborates with external partners.

Employees: ongoing education and training

Education and training are of great importance in the present economic climate, and are a top priority for Komax.

Work experienceKomax also offers work experience for graduates of the universities and universities of applied science. In four-week to four-month programmes, the students gain an insight into day-to-day life within the industry. The Komax Group benefi ts by gaining ac-cess to the latest research fi ndings and is additionally given the opportunity to identify the potential of its future employees.

The future of Switzerland as a location for employ-

ment largely depends on the availability of exception-

ally well-qualifi ed workers.


Komax machines are used to assemble complete indicator units. And the wires leading to the indicator unit are also measured, cut, stripped and crimped on Komax machines.


The implementation of a Groupwide com-puter communications system (GroupWare) tied up a certain amount of resources last year. Over a period of several months, one Komax company after another converted to the GroupWare system or updated their systems accordingly. Intensive employee training was also required. The new software represents a good, secure communications platform that, among other things, enables all employees within the Komax Group to be given uniform e-mail addresses of the form fi [email protected].

Based upon the virtual private network (VPN) which has been in operation for several years, Komax has added new applications for various pieces of equipment (laptops, smart phones, PDAs) to facilitate the exchange of information. With encrypted ac-cess to their own appointments and dates, employees can easily and quickly coordinate and update their data.

As a further step in IT standardization, the Komax Systems AG website was integrated into the existing Komax Group site. All Komax Group products are now displayed on one combined website and can be ac-cessed accordingly.

Investments and information technology (IT)

In the year under review, Komax invested a total of CHF 30.7 million in fi xed assets (2004: CHF 10.6 milion). The marked increase is attributable to the acquisitions made by the company, which came to CHF 23.9 million. Of the overall fi gure, CHF 1.8 million went into computer hardware and software and CHF 2.8 million into new production machinery.

Komax has defi ned and implemented de-fensive measures against different Internet threats such as viruses, phishing, spam and pharming.

In the manufacturing and toolmaking fi elds, Komax has invested in a milling and turning centre and has acquired diverse milling and toolmaking machines.

All Komax Group products are now displayed

on one combined website and can be accessed

accordingly.


Wie in Autos werden auch in Fotokopierern immer mehr verdrillte Leitungen zur Vermei-dung von elektromag-netischen Störungen eingesetzt.


Wires processed on Komax machines and parts produced using Komax assembly lines are to be found in a diverse range of offi ce equipment.


Komax expects greater market activity in fi s-cal 2006. The good order intake, both in the assembly automation product lines and the machine business, makes Komax confi dent of signifi cantly increasing sales and, above all, profi t.

We also expect increased demand from the growing markets for medical technology and photovoltaics in particular. However, the car manufacturing industry, with many new models in the pipeline, is also likely to have a positive impact on our business in 2006.

Outlook

Komax is confi dent of signifi cantly increasing sales and profi t.


Snapshot: one moment in time – Komax on January 12, 2006

The pictures on the following pages were all taken on the same day: January 12, 2006. They show Komax employees at work. With their wide variety of talents and skills, our 886 men and women in around 50 countries personify the innovative strength of our company and the uncompromising quality of our products.

30 | K o m a x A n n u a l R e p o r t 2 0 0 530 | K o m a x A n n u a l R e p o r t 2 0 0 5


Corporate Governance




Corporate Structure and Shareholders

Melk M. Lehner* – Chairman of the Board of Directors– Dipl. Masch.-Ing. ETH, Zurich– Professional background: Mettler-Toledo AG,

Greifensee, Switzerland: various management positions; Saurer AG, Arbon, Switzerland: CEO; Sihl Manegg Immobilien AG (formerly Sihl), Zurich, Switzerland: Chairman of the Board of Directors

– Other board memberships: Dyconex AG, Zurich, Switzerland; Studer Draht- und Kabel-werke AG, Däniken, Switzerland

– Born: 1947– Nationality: Swiss Leo Steiner– President and CEO– Dipl. Ing. ETH, Zurich– Professional background: Landis & Gyr, Zug,

Switzerland; Sulzer Escher-Wyss, Zurich, Switzerland

– Other board memberships**: Kardex AG,Zurich, Switzerland; Sarna Kunststoff Holding AG, Sarnen, Switzerland; Schaffner Holding Ltd., Luterbach, Switzerland

– Born: 1943– Nationality: Swiss

Max Koch*– Member of the Board of Directors– Dipl. El.-Ing. ETH, Zurich– Professional background: Founder, CEO and Chairman of Komax AG, Dierikon, Switzerland– Other board memberships: Pangas AG, Dag-

mersellen, Switzerland; 5E AG, Zug, Switzer-land


Hans Caspar von der Crone*– Member of the Board of Directors– Dr. iur. Attorney-at-law– Professional background: University of Zurich,

Switzerland; District Court, Zurich, Switzerland; Professor of Private, Commercial and Cor-porate Law, University of Zurich, Switzerland; Employee/Partner von der Crone Attorneys at Law, Zurich, Switzerland (until 1997)

– Current situation: Partner in von der Crone At-torneys at Law, Zurich, Switzerland; Professor of Private and Commercial Law, University of Zurich, Switzerland; Member of the Executive Board, University of Zurich, Switzerland

– Other board memberships on boards of listedcompanies: SAIA Burgess Electronics Holding

Corporate Structure

See pages 86 and 87 of the Financial Report for a detailed chart of the corporate structure.

Signifi cant Shareholders

Shareholder/ Number of % as at % as atshareholder group shares as at Dec 31, Dec 31, Dec 31, 2005 2005 2004

Max Koch, Meggen 337,401 10.5% 10.6%

Nordea Investment Funds S.A., Luxembourg 181,406 5.7% 5.7%

No transactions requiring disclosure pursuant to Art. 20 SESTA took place in the year under review. There are no further circumstances requiring dis-closure under CO Art. 663b and 663c. There are no cross-shareholdings.

Capital Structure

Ordinary and Conditional Capital /Changes in CapitalFor information on the Komax Group’s ordinary and conditional capital and on changes of capital for 2005 and 2004, please see pages 53 and 84 of the Financial Report. The corresponding informa-tion for 2003 can be found in the fi nancial section of the 2004 Annual Report.

Background Information on SharesAs per December 31, 2005, Komax Holding AG has a share capital of CHF 17,600,957, distrib-uted over 3,200,174 registered shares with a par value of CHF 5.50 each. The shares are listed on the SWX Swiss Exchange under security no. 1,070,215. Each registered share has one vote at the General Meeting. Shares may be voted only if the shareholder is listed in the share register as a voting shareholder (see also voting Rights Restric-tions and Representation). Registered shares are fully entitled to receive dividends.

The Komax Holding AG share register is divided into the categories of non-voting shareholders and voting shareholders. Non-voting shareholders may exercise all property rights, but not the right of vot-ing or rights associated with that of voting. Voting shareholders may exercise all rights associated with the share.

Komax Holding AG has no participation or bonus certifi cates.

Limitations on Transferability Entry of a share purchaser as voting shareholder may be refused under Komax Holding AG’s Ar-ticles of Association if recognizing the purchaser as a voting shareholder would directly or indirectly give the purchaser more than 5% of the total number of shares recorded in the Commercial Register. Legal entities and groups with joint legal status which are linked by capital, voting rights, control or in some other manner, along with all natural persons, legal entities and groups with joint legal status which operate in a coordinated man-ner through collusion, syndication or in some other manner, are regarded as a single purchaser for the purposes of this provision. This limitation applies likewise in the case of acquisition of registered shares through exercise of pre-emptive rights, options and conversion rights. This limitation does not apply in the case of inheritance, division of an estate or joint marital property. The Board of Direc-tors may grant exceptions to the 5% limitation for good cause.

Komax Holding AG’s Articles of Association empower the Board of Directors to refuse entry in the share regis ter if the purchaser does not ex-pressly declare, at the request of the Board, that the shares were acquired in the purchaser’s own name and for his own account.

Convertible Bonds and OptionsKomax Holding AG has no outstanding convertible bonds. See pages 39 and 73 of the Financial Re-port for information on employee share options.

Board of Directors

The Board of Directors, Komax Holding AG

Appointed Term expired

Melk M. Lehner, Chairman 1997 2007

Leo Steiner, President and CEO 1997 2006

Max Koch 1997 2008

Hans Caspar von der Crone 1997 2006

Daniel Hirschi 2005 2008


AG, Murten, Switzerland; Vontobel Holding AG, Zurich, SwitzerlandOthers: Heineken Beverages Switzerland AG, Chur, Switzerland (Swiss subsidiary of the Heineken Group)


Daniel Hirschi*– Member of the Board of Directors– Dipl. Ing. HTL– Professional background: 1983–2005 at Saia-

Burgess, fi rst as head of the Switches business area, then head of Automotive Division, from 2001 CEO and from 2003 CEO and member of the Board of Directors

– Other board memberships: none– Born: 1956– Nationality: Swiss * Non-executive directors: The non-executive members of the

Board of Directors (including companies and organizations they represent) have no material business relationships with Komax Holding AG or the Komax Group and have not be-longed to the management of the Komax Group during the past three years.

** Positions on boards of listed companies.

There are no cross-involvements among the Board of Directors.

Election and Term of Offi ceThe majority of the Board of Directors of Komax Holding AG consist of independent, non-executive members and are elected by the General Meet-ing. Un der the Articles of Association it consists of three to seven members. Each member is elected individually. The maxi mum term of offi ce is three years; each member’s term of offi ce is determined at the time of election. Individual terms are stag-gered so that roughly one-third of all Board mem-bers, but no more than three, are elected each year. The Chairman is appointed by the Board of Directors. Members may be re-elected.

Organizational RegulationsThe Board of Directors is responsible for deter-mining the strategy for the Group. It also oversees the company’s fundamental plans and objectives and identifi es external risks and opportunities. The detailed duties of the Board of Directors and its committees are specifi ed in the Organizational Regulations.

The Organizational Regulations also defi ne the areas of responsibility of the Board of Directors, the President and CEO and the Executive Com-mittee.

Allocation of TasksThe Board of Directors consists of the Chairman, the President and CEO and the other members of the Board.

CommitteesTwo standing committees support the Board of Directors in the areas of auditing (the Audit Com-mittee) and compensation policy (the Remunera-tion Committee).

Audit CommitteeThe Audit Committee presently consists of Hans Caspar von der Crone (Chairman) and Melk M. Lehner. Furthermore, the CEO, CFO and the ex-ternal auditors participate in the meetings of the Audit Committee.

The Audit Committee receives the audit reports of the external auditors and Group auditors and reports on them to the Board of Directors. In par-ticular, it ensures that not only the Group itself but also its member companies are audit ed regularly. At least once a year, the committee also commis-sions a report on audits undertaken and planned and on any proposals to improve the auditing function.

Remuneration CommitteeThe Remuneration Committee presently consists of Melk M. Lehner (Chairman), Hans Caspar von der Crone and Daniel Hirschi.

The Remuneration Committee sets the salary and the bonus of the CEO and the members of the Ex-ecutive Committee, and the compensation of the Board of Directors. At the beginning of the year, it establishes goals which must be met for the bonus to be payable. The committee also sets the terms for the employee share ownership programme.

Both committees meet as necessary; meetings may be called by any member.

ProcedureThe Board of Directors has a quorum if an abso-lute majority of its members is present in person. Resolutions are adopted by a majority of votes present. In the event of a tie, the Chairman casts the deciding vote. All resolutions are recorded in the minutes.

The Board of Directors meets as often as busi-ness requires, but no less than three times per year. Meetings are called by the Chairman of the Board. Each member of the Board of Directors may demand that a meeting be called to discuss a particular topic. In fi scal 2005, the Board of Directors met fi ve times, the Audit Committee twice and the Remuneration Committee once for regular scheduled meetings.

Areas of ResponsibilityThe Board of Directors has exercised its statutory authority to delegate manage ment in whole or part to a committee, to individual members (the President and CEO) or to third parties, who need not be shareholders (the Executive Committee), reserving such duties as may not be delegated or withdrawn.

In the provisions of the Organizational Regulations, the Board of Directors has delegated the manage-ment of ongoing business to the Executive Com-mittee under the chairmanship of the President and CEO. The President (CEO) is responsible for the overall management of the Komax Group and for all matters not falling under the purview of another governing body of the company by law, the Articles of Association or the Organizational Regulations. In particular, the President (CEO) is responsible for operational management as a whole.

The Executive Committee consists of the President (CEO) and the division heads reporting directly to him at headquarters.

Information and Control Instruments vis-à-vis the Executive CommitteeThe President and CEO informs the Board of Directors at each meeting of the course of busi-ness, the Group’s most important transactions and how the tasks delegated to the Executive Commit-tee are being fulfi lled.


The Komax Group’s management information sys-tem (MIS) is organized as follows: each subsidiary’s key balance sheet and P&L fi gures are compiled and consolidated once a month. The subsidiaries balance sheets, income statements, cash fl ow statements and various indicators are compiled and consoli dated on a quarterly, semi-annual and annual basis. The fi gures are compared with those of the previous year and the budget. The budget forecast is checked for attainability against the quarterly statements for each company and on a consolidated basis. The fi nancial reports (MIS) are discussed at meet ings of the Board of Directors with the President (CEO) and the CFO.

Extraordinary occurrences and important deci-sions specifi ed in the Komax Hold ing AG Organ-izational Regulations are brought to the attention of all members of the Board of Directors in writing immediately.

Executive Committee

Members of the Executive Committee

Leo SteinerOverall management of the Komax Group, Presi-dent and CEO, Swiss national; education: Dipl. Ing. ETH. In present position at Komax since 1992. Professional background: Landis & Gyr, Zug, Switzerland; Sulzer Escher-Wyss, Zurich, Swit-zerland; other activities on management and su-pervisory boards of listed companies: Member of the Board of Directors of Kardex AG, Zurich, Swit-zerland; Sarna Kunststoff Holding AG, Sarnen, Switzerland; Schaffner Holding AG, Luterbach, Switzerland.

Claudio MeisserHead of Research & Development (CTO), Swiss national; education: Dipl. El.-Ing. ETH/SIA. CTO at Komax since 1992. Professional background: Landis & Gyr, Zug, Switzerland; ESEC SA, Cham, Switzerland

Viktor ToblerHead of Production, Swiss national; education: Dipl. Ing. FH / NDS BI. At Komax since 1989, in present position since 1991. Professional background: Fela Leiterplattentechnik AG, Dies-senhofen, Switzerland; Elektro-Sanitär AG, St. Gallen, Switzerland

Andreas Wolfi sbergHead of Finance & Accounting (CFO), Swiss national; education: Swiss Certifi ed Expert in Accounting and Controlling. At Komax since 1991, in present position since 1996. Profes-sional background: von Moos Stahl AG, Lucerne, Switzerland.

Josef ZumsteinHead of Sales & Marketing, Swiss national; edu-cation: Technical management. At Komax since 1981, in present position since 1992. Professional background: Autophon AG, Solothurn, Switzer-land; AMP Schweiz AG, Littau, Switzerland.

Komax Holding AG and its subsidiaries have not entered into any management contracts with third parties.

Compensation, Shareholdings and Loans

Content and Method of Determining Com-pensation and Shareholding ProgrammesThe Board of Directors determines the amount of the fi xed compensation to which its members are entitled according to their degree of activity and responsibility. Additional compensation may be granted for extraordinary efforts above and beyond normal Board activities.

The salary and bonus of the President / CEO and the Executive Committee members are deter-mined by the Remuneration Committee (see also the general remarks on the Remuneration Com-mittee on page 37).

The Executive Committee and senior managers of the Komax Group receive performance-based compensation. The variable component, ranging from zero to 50 percent of total compensation, is based on attainment of individual performance goals laid down for the year to come and of budget targets.

In accordance with share option guidelines, mem-bers of the Board of Directors, the Executive Com-mittee, senior managers and employees of the Komax Group may receive options as determined by the Remuneration Committee.

Compensation for Acting Members of Governing BodiesThe following (gross) compensation was paid to acting members of governing bodies in fi scal 2005:– Non-executive members of the Board of Dir- ectors: CHF 373,645– Executive members of the Board of Directors and members of the Executive Committee: CHF 1,954,940– The member of the Board of Directors with the

high est compensation received CHF 735,950

The above amounts include the allocation of op-tions from the 2005 programme with an exercise price of CHF 97.59 and a taxable value of CHF 10.79. These options have a duration of fi ve years (three years to vest, two years to exercise).

Compensation for Former Members of Governing BodiesNo compensation was paid to former members of governing bodies in the 2005 fi nancial year.

Share AllotmentsNo shares were allotted either to members of the Board of Directors or to employees in the year under review.

Share OwnershipThe executive members of the Board of Directors, the members of the Executive Committee and par-ties close ly linked to such persons hold 171,210 registered shares of Komax Holding AG in toto according to the share register as per December 31, 2005.

The non-executive members of the Board of Directors and closely linked parties hold 355,771 registered shares of Komax Holding AG in toto according to the share register as per December 31, 2005.

OptionsAs per December 31, 2005, the executive mem-bers of the Board of Directors and members of the Executive Committee or parties closely linked to such persons hold 92,500 options in toto (from the options plans for 2002, 2003, 2004 and 2005 respectively).



The non-executive members of the Board of Directors and closely linked parties hold 27,125 options in toto (from the options plans for 2002, 2003, 2004 and 2005 respectively) as per Decem-ber 31, 2005.

The options have a duration of fi ve years; three years to vest, two years to exercise. One option gives the holder the right to purchase one Komax Holding AG share. For more information on the ex-ercise price see page 73 of the Financial Report.

Additional Fees and RemunerationsIn the year under review, no invoices were submit-ted to the Komax Group by members of the Board of Directors for additional services.

Loans to Members of Governing BodiesKomax Group companies have not granted any guarantees, loans, advances or credits to mem-bers of the Board of Directors or Executive Com-mittee or parties closely linked to such persons as per December 31, 2005.

No members of the Board of Directors or Execu-tive Committee or persons closely linked to them take or have taken part in Komax Group business outside their normal duties.

Shareholders’ Participation Rights

Voting Rights Restrictions and Represen-tationShareholders registered in the Komax Holding AG share register are entitled to vote; each share has one vote. One shareholder may directly or indirectly exercise the votes of no more than 5% of the total number of shares recorded in the Com-mercial Register for his own regis tered shares and shares voted by proxy. Legal entities and groups with joint legal status which are linked by capital, voting rights, control or in some other manner, along with all natural persons, legal entities and groups with joint legal status which operate in a coordinated manner through collusion, syndica-tion or in some other manner, are regarded as a single person for the pur poses of this provision. The Board of Directors may grant exceptions to this rule for good cause. This voting rights limita-tion does not apply to proxy holders of deposited shares, representatives of governing bodies or

independent representatives pursuant to CO Art. 689c and 689d.

This voting rights limitation does not apply to shareholders who were registered with registered shares amount ing to more than 5% of votes for all shares at the time that the provision of the Articles of Association regard ing limitation of voting rights was passed.

Shareholders may be represented at the General Meet ing on the basis of a written power of attorney by other shareholders, a proxy holder of deposited shares, a representative of a governing body, or an independent proxy pursuant to CO Art. 689c and 689d.

The voting rights limitation may only be rescinded by a resolution of the General Meeting, which re-quires a majority of votes cast.

Statutory QuorumsIn addition to the resolutions specifi ed in CO Art. 704, under the Articles of Association of Komax Holding AG, a two-thirds majority of votes cast and an absolute majority by value of shares voted is required to dismiss members of the Board of Directors.

Convocation and Agenda of the General MeetingThe convocation of the General Meeting is gov-erned by applicable law. Shareholders represent-ing at least 1% of the share capital or shares with a par value of CHF 500,000 can request that items be placed on the agenda for discussion by sub-mitting the motions in writing within the deadline published by the company.

Share Register Entries/Invitation to the General Meeting of May 11, 2006In principle, anyone acquiring Komax shares will be entered in the Komax Holding AG share register. A purchaser of shares is listed as a shareholder with voting rights of up to a maximum of 5% of the total number of shares published in the Com-mercial Register. Any person owning more than 5% of the published shares will be entered as a non-voting shareholder for the portion in excess of 5% (Komax Holding AG Articles of Association, Art. 6.4 et seq.). This limitation does not apply in the case of inheritance, division of an estate or joint

marital property. The Board of Directors may grant exceptions for good cause.

The Board of Directors may refuse registration in the share register if the purchaser does not ex-pressly declare, at the request of the Board, that the shares were acquired in the purchaser’ own name and for his own account. After hearing the affected party, the company may delete entries in the share register if such entries occurred in con-sequence of false statements by the purchaser. The purchaser must be informed of the deletion immediately.

All shareholders registered in the Komax Holding AG share register as per May 10, 2006, are en-titled to vote their registered shares at the General Meeting of May 11, 2006. Shareholders registered on April 25, 2006, will receive invitations indicat-ing the proposals of the Board of Directors and a reservation and entry ticket coupon. Sharehold-ers who acquire shares later and for whom the registration application is received at the Komax Holding AG share register no later than May 10, 2006, will receive the invitation at that time, or ballot materials will be waiting at the front desk of the General Meeting. Shareholders who dispose of their shares before the General Meeting are no longer entitled to vote. In the event of partial sale or purchase of additional shares, the entry ticket should be exchanged at the front desk on the date of the General Meeting.

Changes in Control and Defence Measures

Obligation to Submit Purchase OfferUpon reaching or exceeding a threshold of 331/3%, a shareholder must submit an offer to all shareholders for the purchase of their shares (Art. 32, Federal Act on Stock Exchanges and Secur-ities Trading). The Articles of Association do not include opting out or opting up rules.

Clauses on Changes of ControlAt the Komax Group, change-of-control clauses are not included in employment contracts.

OptionsThe members of the Board of Directors, the Ex-ecutive Committee and senior management are en-titled to exercise the options in part or in full, with-


out regard to the time limits, in the following cases:– if Komax Holding AG or its subsidiaries sells all assets relevant to the business;

– if one or more persons or companies mergeand con clude a legally binding agreement for the pur pose of acquiring shares in Komax Holding AG, as a result of which they hold more than 50% of the voting rights (including any previous shareholdings);

– if another case of legal or economic disposal or liquidation of Komax Holding AG occurs;

– if Komax Holding AG is no longer traded on thestock exchange and no publicly traded shares of the company are available.

Auditors

Duration of the Mandate and Term of Offi ce of the Lead AuditorPricewaterhouseCoopers AG, Basle, has been Komax Holding AG’s external auditor and the Komax Group’s group auditor since 1994. The lead auditor has been responsible for the auditing mandate since 2003.

Auditing and Additional Fees PricewaterhouseCoopers and other auditing fi rms in voiced the Komax Group CHF 407,880 in the 2005 fi nancial year for services in connection with auditing the annual statements of Komax Holding AG and the Group companies and the consoli-dated statements of the Komax Group. Furthermore, the auditing companies invoiced CHF 125,638 in the 2005 fi nancial year for services in the fi elds of taxation and consultancy.

Supervisory and Control Instruments vis-à-vis the AuditorsThe Audit Committee is responsible for evaluating the external audit. The external auditors submit an audit report to the Board of Directors. At least one consultation is held each year between the exter-nal auditors and the Audit Committee. Material fi ndings for each company (management letters) and the consolidated statement covered by the audit report are discussed in de tail. The auditors also explain their services (audit and review) for

each company along with recent changes in the IFRS (International Financial Reporting Standards) and their impact on the Komax Group’s consoli-dated annual statements.

Information Policy

Komax is committed to providing swift, transparent and simultaneous information for all stakeholders. The consolidated fi nancial statements are com-piled in conformity with IFRS standards to meet the needs of an increasingly international share-holder base for detailed fi nancial information.

Komax Holding AG publishes comprehensive fi nancial results twice a year, for the fi rst half and the full year. In addition to the fi nancial results, shareholders and fi nancial markets are also regularly kept informed of signifi cant changes and developments. Komax Holding AG pub lishes facts relevant to its share price in conformity with the SWX Swiss Exchange’s disclosure policies (ad hoc publicity, Art. 72 of the Listing Rules). The Listing Rules can be downloaded at www.swx.com under admission.

The offi cial publication for company notices is the “Swiss Offi cial Gazette of Commerce” (“Schweizerisches Handelsamtsblatt”).

Information on share price trends, annual and half-year reports, press releases, the minutes of the most recent General Meeting and Komax Holding AG’s Articles of Association are available at www.komaxgroup.com. Press conferences and presentations for analysts are held at least once a year.

Financial CalendarAnnual media conference/ analysts’ presentation ............... April 4, 2006Annual General Meeting ............... May 11, 2006Shareholders Letter, fi rst-half results ................... August 29, 2006 Preview of results for 2006 ..... January 23, 2007Annual media conference/analysts’ presentation ............... March 27, 2007Annual General Meeting ............... May 11, 2007

Investor Relations contact addressKomax Holding AGDominik SlappnigIndustriestrasse 6CH-6036 Dierikon/LucernePhone 0041 41 455 06 16Fax 0041 41 450 10 [email protected]



Information for investors



Information for investors

Ticker symbolsSwiss security no. 1,070,215Telekurs KOMNReuters KOMn.S

Key fi gures 2005 2004

Share capital as at Dec 31 CHF 1,000 17,601 23,861Number of shares as at Dec 31 No. 3,200,174 3,181,406Par value per share CHF 5.50 7.50Stock market capitalization as at Dec 31 CHF 1,000 308,177 357,590 in % of net sales % 119.9 169.1 in % of shareholders’ equity % 179.4 225.2Basic earnings per share CHF 5.20 6.332)

EBITDA per share CHF 10.19 11.152)

Dividend per share CHF – – Repayment of par value per share CHF 2.001) 2.00Shareholders’ equity per share CHF 53.67 49.92P/E (price/earnings ratio) as at Dec 31 18.7 17.5Dividend yield % 2.081) 1.87 EBITDA in % of net sales % 12.7 16.82)

Operating profi t (EBITA) in % of net sales % 9.6 13.32)

Operating profi t (EBIT) in % of net sales % 9.6 12.72)

Group profi t after taxes (EAT) in % of net sales % 6.4 9.42)

Shareholders’ equity in % of total assets as at Dec 31 % 64.2 69.8Free cash fl ow before investments in participations CHF 1,000 13,612 29,628Free cash fl ow after investments in participations CHF 1,000 -10,293 29,628Net indebtedness (-) / Net cash (+) as at Dec 31 CHF 1,000 -3,452 15,192

1) Proposal of Board of Directors of Komax Holding AG: repayment of par value. 2) Restatement of fi scal 2004 following initial adoption of IFRS 2 (share-based payment).


Key share fi gures

Share price, January 1, 2005, to December 31, 2005

KomaxVontobel-Datastream Small Cos.-Price-Index,adjusted

1) 10-for-1 share split on May 24, 2000. The issue price has been adjusted to facilitate comparison.

CHF

Issue price at fl otation June 11,1997 43.501)

Market price at December 31, 2005 96.30 2005 high 113.90 2005 low 91.50

2005 2004 2003 2002 2001

Share capital as at Dec 31 CHF 1,000 17,601 23,861 28,633 31,528 31,389No. of shares as at Dec 31 No. 3,200,174 3,181,406 3,181,406 3,152,783 3,138,900Average number of shares No. 3,166,989 3,154,403 3,150,262 3,126,456 3,116,776Basic earnings per share CHF 5.20 6.333) 6.60 4.23 4.47EBITDA per share CHF 10.19 11.153) 11.91 8.19 8.47EBITA per share CHF 7.75 8.833) 9.60 6.02 6.44EBIT per share CHF 7.75 8.463) 9.21 5.60 6.00Shareholders’ equity per share CHF 53.67 49.92 45.16 40.00 38.10Dividend per share2) CHF – – – – 1.00Repayment of par value per share CHF 2.001) 2.00 1.50 1.00 – High CHF 113.90 113.00 90.50 95.00 163.00Low CHF 91.50 84.00 35.80 39.50 59.00Closing price on Dec 31 CHF 96.30 112.40 87.05 46.10 88.00Average daily trading volume No. 7,345 6,772 3,320 2,153 2,346

1) Proposal of Board of Directors of Komax Holding AG. 2) The amount of the dividend paid to shareholders depends on general business performance, fi nancial results and other relevant factors. The Board of Directors recommends a dividend policy based on Group profi ts. The portion distributed should be in the range of 20% to 25%.3) Restatement of fi scal 2004 following initial adoption of IFRS 2 (share-based payment).


Financial Report 2005



at the Komax AG site in Dierikon, Komax Systems AG in Rotkreuz and Komax France, Rousset. All development projects are signed off and coord-inated by the Group’s CTO.

Operating profi t (EBIT)The Komax Group posted an operating profi t (EBIT) of CHF 24.8 million for the reporting year (9.6% of net sales) as against CHF 26.9 million (12.7%) in the prior year. This represents a decrease of 7.9%. The decline in operating profi t was primarily caused by the major shift in the product mix.

Financial resultThe fi nancial result amounted to CHF -3.4 million, which is CHF 1.2 million down on the year-back fi gure. At CHF 0.9 million net, interest expenses were more or less in line with the previous year’s level despite the rise in fi nancial loans. This is be-cause the average interest rate on loans was only 2.7% in 2005, against 3.7% in 2004. The CHF 1.2 million lower fi nancial result from valued and realized currency losses is largely attributable to US dollar hedging in the fi rst quarter of 2005, as well as long-term forward transactions conducted by Ismeca Automation SA prior to the time it was acquired.

Profi tIn fi scal 2005, earnings before taxes (EBT) reached CHF 21.4 million (8.3% of net sales), as against CHF 24.8 million (11.7% of net sales) the previ-ous year. Current and deferred taxes amounted to CHF 5.0 million. The tax rate for the year under review therefore came to 23.2% (previous year 19.5%); this was primarily due to improved results at subsidiaries abroad. Earnings after tax (EAT) were CHF 16.5 million (EAT/sales 6.4%) compared with CHF 20.0 million the previous year (EAT/sales 9.4%).

Financial Report 2005

Acquisitions 2005

Komax Holding AG acquired Sigma AG of Stans on January 1, 2005. On April 1, 2005, it also acquired Ismeca Holding SA of La Chaux-de-Fonds. Ismeca Holding SA has two wholly owned subsidiaries, Ismeca Europe Automation SA and Ismeca France SARL. The newly acquired compa-nies generated pro rata sales of CHF 40.7 million in 2005. 76% of these sales were generated in Europe, and the remaining 24% in the USA. The two companies employed a total of 163 people as at December 31, 2005.

Income statement

The order intake totalled CHF 276.2 million in 2005, compared with CHF 236.3 million in 2004.

Revenues (net sales)The Komax Group generated sales of CHF 257.0 million in fi scal 2005, representing an increase of 21.5% in relation to 2004. After stripping out acquisitions, sales grew by 2%. After adjusting for exchange rates, sales increased by around 1% compared with the previous year. Sales grew particularly strongly in the US, where there was an increase of more than 10% (adjusted for acquisitions). Sales there totalled CHF 59.2 mil-lion, against CHF 45.6 million in 2004. However, Europe continued to account for by far the largest share of the Komax Group’s sales in the last fi scal year. Sales there amounted to CHF 158.2 million, against CHF 129.8 million in the prior year. Had it not been for acquisitions, however, sales in Europe would have been around 2% lower than in 2004. A key reason for the subdued course of business in Europe was caution on the part of suppliers to the automotive industry. The Group raised its sales in Asia slightly from CHF 18.9 million to CHF 19.7 million, representing 7.7% of total sales.

Gross and operating profi tThe gross profi t margin (gross profi t/net sales) for 2005 totalled 58.5%, compared with 61.6% the previous year. The wire-processing business, increased standardization in large-scale systems and the expansion of global sourcing operations impacted positively on the gross profi t trend. The exchange-rate trend – particularly for the US dollar – exerted a mildly positive impact on gross profi t. However, the marked growth in systems sold and the consequently higher proportion of value added generated by third parties in the production of sys-tems compared with standard machines exerted a negative infl uence on gross profi t. In addition, Ismeca Europe Automation SA – unlike the other production and assembly businesses – has no manufacturing of its own, and this further reduced the gross profi t as a percentage of net sales (less internal value added). Personnel expenditure as a percentage of sales rose again to 33.9%, despite growth in the systems business. This was primarily the result of the decline in the number of staff on temporary contracts compared with 2004. In standard ma-chines especially, the order intake was less volatile in 2005 than the previous year. Consequently, temporary staff were no longer required in many cases. As at December 31, 2005, the total headcount was 886, which represents an increase of 25.7%. Headcount would have increased by 2.5% had it not been for the acquisitions of Ismeca and Sigma. In 2005, 41% of our staff were employed in the production sector, while 23% worked in marketing/sales. Engineering employed 15% and development another 13%. The remaining 8% were engaged in administration.

Research and development costsR & D expenditure amounted to CHF 20.3 mil-lion versus CHF 19.1 million in 2004. Research and development costs thus represent 7.9% of sales revenues, although only third-party services relating to R & D expenditure of CHF 3.1 million are reported separately in the income statement. In 2005 we continued to devote around 60% of development expenditure to platform projects as well as new developments and basic engineering projects for large-scale systems. As of December 31, 2005, the Komax Group employed a total of 106 people in R & D. The R & D employees worked


Balance sheet

AssetsCurrent assets increased by approximately 16% to CHF 147.1 million. This increase is mainly attribut-able to the acquisitions. Total trade receivables constitute the largest item at CHF 74.3 million. This item includes systems, which are measured at CHF 16.6 million net based on the POC method. This represents an increase of CHF 8.8 million from the level at December 31, 2004. The two acquisi-tions were the key factor here too, since both fi rms generate nearly all their sales in the systems busi-ness. Inventories showed only a marginal increase in relation to the prior year after adjusting for the sharp rise in the value of the dollar. The increase in fi xed assets is attributable in particular to the CHF 11.1 million goodwill on the acquisitions. Details of the goodwill calculation of the acquisitions are provided on page 77 and 78. The capitalization of goodwill is stated under intan-gible assets. As at December 31, 2005, goodwill from acqui-sitions totalled CHF 28.7 million. This is equivalent to 16.7% of shareholders’ equity.

LiabilitiesCurrent liabilities increased by CHF 18.4 million over the 12-month period. Due to the healthy level of incoming orders in the fi nal three months of the year, prepayments for systems showed a sharp increase. As at 31 December 2005, other pay ables and accrued expenses and deferred income in-cluded CHF 12.7 million in prepayments (net) alone. The increase in long-term fi nancial loans resulted from the acquisition of Ismeca Holding SA on April 1, 2005. As at December 31, 2005, net debt totalled CHF 3.5 million. The Group’s shareholders’ equity amounted to CHF 171.7 million as at December 31, 2005. This corresponds to 64.2% of the balance sheet total, and compares with 69.8% as at December 31, 2004. The equity ratio also reached 59.2% exclud-ing the intangible assets item.

Cash fl ow statement

Operating activitiesCash fl ow from operating activities before the change in net current assets (NCA) and provi-sions totalled CHF 26.8 million (2004: CHF 29.1 million), and CHF 20.2 million after the change in net current assets and provisions (2004: CHF 39.9 million). The reduced cash fl ow from operating ac-tivities compared with the previous year is primarily explained by the increase in sales and consequent rise in net current assets.

Investment activitiesThe net cash outfl ow from investment activ ities amounted to CHF 30.5 million (2004: CHF 10.3 million, primarily due to the new building in Rotkreuz). This marked increase is attributable to the CHF 23.9 million total amount for the ac-quisitions, whereas in 2004 no acquisitions were carried out. The main investments in 2005 were in tangible and intangible assets:

Machines/tools ........................... CHF 2.8 millionIT .............................................. CHF 1.8 millionBuildings ..................................... CHF 1.2 millionOther .......................................... CHF 1.0 million

After deducting investments, but before including acquisitions, Komax generated a free cash fl ow of CHF 13.6 million in fi scal 2005. This compares with a fi gure of CHF 29.6 million in the prior year.

Financing activitiesThe Komax Group took out a net total of CHF 2.5 million in short-term fi nancial loans in the 2005 business year (after adjusting for acquisitions). The increase in long-term loans was a further CHF 7.9 million, giving a total of CHF 10.4 million. This amount equates to 34% of total investments. The cash outfl ow for par value repayment amounted to CHF 6.4 million. Furthermore, the Group acquired treasury shares to a value of CHF 3.4 million. Taking into account exchange-rate impacts, funds (cash and cash equivalents) declined by CHF 9.4 million, meaning that funds amounted to CHF 29.7 million as at December 31, 2005.


Value-added accounting

2005 2004Sources Prev. column CHF 1,000 % CHF 1,000 %

Company outputNet sales 257,046 Inventory changes1) 1,604 258,650 100.0 215,680 100.0 Purchased materials and services Cost of materials -108,242 Other expenditure2) -32,758 -141,000 -54.5 -109,542 -50.8 Gross value added 117,650 45.5 106,138 49.2 Depreciation and amortization -7,819 -3.0 -8,562 -4.0 Net value added 109,831 42.5 97,576 45.2 Application To employees 87,230 79.4 71,608 73.4To creditors (interest paid) 1,174 1.1 1,167 1.2To shareholders (par value repayment) 6,392 5.8 4,772 4.9To community (direct taxes) 4,967 4.5 4,843 5.0To company (self-fi nancing) 10,068 9.2 15,186 15.5 Net value added 109,831 100.0 97,576 100.0 Key fi gures for value added

Gross value added per employee 140 150 Net value added per employee 131 138

1) Change in work in process and fi nished goods.2) External service costs for development expenses, production, sales and administrative expenses, less interest income.

Net value added per employee

CHF 1,000

160 140 120 100 80 60 40 20 0

2001 2002 2003 2004 2005

120 125

144 138

9.2%

131 5.8%1.1%

Application of net value added 2005

Employees

Company

Community

Shareholders

Creditors

79.4%4.5%


Consolidated balance sheet

CHF 1,000 Notes 31.12.05 31.12.04

Assets Cash and cash equivalents 2 29,679 39,042Securities 3 2,080 73Trade receivables 4 74,271 52,271Other receivables and accrued income / prepaid expenses 5 6,451 4,378Inventories 6 34,626 31,156Total current assets 147,107 126,920 Deferred tax assets 7 10,341 7,220Other long-term assets 230 0Prepaid pension asset 8 2,023 1,983Investment in joint ventures 9 8 26Tangible assets 10 74,635 70,246Intangible assets 11 33,055 21,104Total fi xed assets 120,292 100,579 Total assets 12 267,399 227,499 CHF 1,000 Notes 31.12.05 31.12.04 Liabilities and shareholders’ equity Financial liabilities 13 15,611 12,100Trade payables 14,124 11,339Other payables and accrued expenses / deferred income 14 32,736 20,503Tax liabilities 3,259 2,965Provisions 15 2,510 2,950Total current liabilities 68,240 49,857 Financial loans 16 19,600 11,750Deferred tax liabilities 7 7,818 7,081Total long-term liabilities 27,418 18,831 Total liabilities 95,658 68,688 Share capital 17 17,601 23,861Treasury shares -3,584 -463Capital surplus (premium) 45,195 43,672Retained earnings1) 96,068 71,783Group profi t1) 16,461 19,958Total shareholders’ equity 171,741 158,811

Total liabilities and shareholders’ equity 267,399 227,499

1) Restatement of fi scal 2004 following initial adoption of IFRS 2 (share-based payment).

The notes on pages 54 – 79 are an integral component of these consolidated fi nancial statements.


Consolidated income statement

CHF 1,000 Notes 2005 2004

Sales of goods and services 255,971 211,420Sales deduction -3,087 -2,651Net sales of goods and services 252,884 208,769Other operating income 19 4,162 2,758Net sales 18 257,046 211,527 Cost of materials 18 92,283 66,201Third party services 18 14,355 15,094Cost of goods sold 106,638 81,295 Gross profi t 150,408 130,232 Personnel expenses1) 20 87,230 71,608Third party costs for development expenses 21 3,131 2,772Manufacturing, sales and administrative expenses 18,642 13,883Marketing and distribution expenses 8,774 6,359Depreciation and amortization 7,819 8,562Operating expenses 125,596 103,184 Result from joint ventures 22 -18 -135 Operating profi t (EBIT) 24,794 26,913 Financial result 23 -3,366 -2,117 Profi t before tax 21,428 24,796 Taxes 24 4,967 4,838 Group profi t after tax1) 16,461 19,958 Basic earnings per share (in CHF)1) 25 5.20 6.33Diluted earnings per share (in CHF)1) 25 5.09 6.20


The structure of the prior-year fi gures has been adjusted to facilitate comparison.The notes on pages 54 – 79 are an integral component of these consolidated fi nancial statements.


Consolidated cash fl ow statement

CHF 1,000 Notes 2005 2004

Net cash from operating activities Group profi t (EAT)1) 16,461 19,958Adjustment for non-cash items - Taxes 4,967 4,838- Depreciation and impairment of tangible assets 10 6,048 5,672- Depreciation and impairment of intangible assets 11 1,770 1,728- Goodwill amortization 0 1,163- Profi t (-) / loss (+) from sale of fi xed assets -48 0- Expense for share-based payments1) 846 432- Net fi nancial result 23 3,366 2,117- Expense from share in joint ventures 22 18 135Interest received and other fi nancial income 255 273Interest paid and other fi nancial expenses -1,131 -1,067Taxes paid -5,780 -6,192Cash fl ow before change in net current assets and provisions 26,772 29,057Increase (+) / decrease (-) in long-term provisions -518 -380Increase (-) / decrease (+) in trade receivables -6,680 17,211Increase (-) / decrease (+) in inventories 502 -5,554Increase (+) / decrease (-) in trade payables 949 -1,346Increase (-) / decrease (+) in other net current assets -791 911Total net cash from operating activities 20,234 39,899 Net cash from investing activities Investment in tangible assets 10 -5,907 -8,670Sale of tangible assets 207 287Investment in intangible assets 11 -922 -1,888Acquisition of Group companies and investments2) 27 -23,905 0Total net cash from investing activities -30,527 -10,271 Net cash from fi nancing activities Increase in current fi nancial liabilities 6,011 0Decrease in current fi nancial liabilities -3,500 -10,125Purchase (-) / sale (+) of securities -2,007 23Purchase (-) / sale (+) of treasury shares -3,438 1,492Repayment of par value -6,392 -4,772Increase in long-term fi nancial liabilities 12,100 1,750Decrease in long-term fi nancial liabilities -4,250 0Capital increase (share-based payments) 1,655 0Total net cash from fi nancing activities 179 -11,632 Effect of currency translations on cash and cash equivalents 751 -637 Increase (+) / decrease (-) in funds 26 -9,363 17,359 Funds at January 1 39,042 21,683Funds at December 31 2 29,679 39,042

1) Restatement of fi scal 2004 following initial adoption of IFRS 2 (share-based payment).2) Minus cash and cash equivalents acquired.

The structure of the prior-year fi gures has been adjusted to facilitate comparison.The notes on pages 54 – 79 are an integral component of these consolidated fi nancial statements.


Consolidated shareholders’ equity

2005 Share Treasury Premium Retained Group Shareholders’ CHF 1,000 capital shares earnings profi t equity

Balance on January 1, 2005 23,861 -463 43,672 91,741 158,811 -7,3862005 Group profi t (EAT) 16,461 16,461 Capital increase from exercise of options 132 1,523 1,655 Transactions in treasury shares -3,121 -286 -3,407 Repayment of par value 2005 -6,392 -6,392 Share-based payment 846 846 Currency translation differences 3,767 3,767 3,767

Balance on December 31, 2005 17,601 -3,584 45,195 96,068 16,461 171,741 -3,619

2004 Share Treasury Premium Retained Group Shareholders’ CHF 1,000 capital shares earnings2) profi t2) equity

Balance on January 1, 2004 28,633 -1,955 43,672 73,322 143,672 -5,3182004 Group profi t (EAT) 19,958 19,958 Transactions in treasury shares 1,492 97 1,589 Repayment of par value 2004 -4,772 -4,772 Share-based payment 432 432 Currency translation differences -2,068 -2,068 -2,068

Balance on December 31, 2004 23,861 -463 43,672 71,783 19,958 158,811 -7,386

1) Included in retained earnings.2) Restatement of fi scal 2004 following initial adoption of IFRS 2 (share-based payment).

cumulativecurrency

differences1)

cumulativecurrency

differences1)

The notes on pages 54 – 79 are an integral component of these consolidated fi nancial statements.


General informationName, domicile and purpose of the Komax Group

The Komax Group is active in the manufacture of machines and at December 31, 2005, employed 886 people worldwide. The parent company, Komax Holding AG, is domiciled in Dierikon, Can-ton Lucerne (Switzerland). The Komax Group’s business activities are focused on development, production and sale of high-quality capital goods for precision engineering, electronics and informa-tion technology in the areas of wire processing and automated production and assembly. The focus here is on highly automated production systems for the automotive, household appliances, elec-tronics, telecommunications, solar energy and medical technology sectors. The Komax Group sells to the world market. Komax has a network of 16 operating subsidiaries and more than 30 in-dependent agencies to ensure on-the-spot sales and service support.

1. Summary of main accounting principles

Accounting principlesThe consolidated annual fi nancial statements of the Komax Group are based on the individual ac-counts of the Group companies prepared accord-ing to uniform standards at December 31, 2005. The Group’s accounts have been prepared on the basis of historical cost, with the exception of the restatement of certain fi nancial assets and liabilities at fair value, and in accordance with International Financial Reporting Standards (IFRS), as published by the International Accounting Standards Board (IASB), and comply with Swiss law and the Listing Regulations of SWX Swiss Exchange.

The consolidated annual fi nancial statements were approved by the Board of Directors of Komax Holding AG on March 10, 2006.

Scope of consolidationThe consolidated fi nancial statements contain the individual company accounts of Komax Holding AG, Dierikon, and its subsidiaries. The individual subsidiaries included in this consolidation are shown on pages 86 and 87. As a rule, the full con-solidation method is used for subsidiaries where Komax Holding AG exercises control over their fi nancial and operating policies. This is generally the case when it directly or indirectly controls over

50% of the voting capital of the subsidiary in ques-tion. Subsidiaries are included in the consolidated fi nancial statements in full from the date on which control passed to the Group. They are deconsoli-dated from the date on which control was ceded. Capital consolidation is carried out in accordance with the purchase method. All intra-group sales, balances and intermediate profi ts are eliminated.

Investments in joint ventures and associatesHoldings between 20% and 50%, as well as joint ventures, are valued using the equity method and initially stated at acquisition cost. Post-acquisition changes in the value of participations are recog-nized in the income statement. Investments of less than 20% are classifi ed as “fair value through profi t and loss”.

Cash and cash equivalentsBalances consist of cash and similar assets, including deposits which can be converted into cash, with a maximum original duration of three months.

SecuritiesSecurities comprise capital market investments classifi ed as “fair value through profi t and loss”. Purchases of se curities are recorded at the price ruling at the date of the transaction and are sub-sequently valued at fair value. Realized and unreal-ized gains and losses arising from changes in fair value are recorded in the income statement in the corresponding periods.

Trade receivablesTrade receivables are carried at the original in-voice amount less allowances made for doubtful accounts. An allowance is recorded for the dif-ference between the carrying amount and the recoverable amount where there is objective evidence that the Group will not be able to collect all amounts due. Long-term trade receivables are discounted to take into account the time value of money, where material.

Manufacturing contractsManufacturing contracts in the automated as-sembly and production business units, involving the customer-specifi c manufacture of systems, are valued according to the percentage-of-

completion method (POC). On the balance sheet these are reported either under “Trade receiva-bles” or “Other payables and accrued expenses / deferred income”, depending on the degree to which they are underfi nanced or overfi nanced. The percentage of completion is calculated according to the cost-to-cost method (costs incurred in re-lation to overall estimated costs of the contract). Anticipated project losses are fully expensed in the income statement.

InventoriesInventories are valued in accordance with the weighted average method, but always at the lower of cost or market.

Work in process and fi nished goods produced by the company itself are stated at production cost in relation to the percentage of completion. The cost of goods sold includes the cost of materials and manufacturing and the direct delivery costs of production, but not the indirect logistics costs. Value adjustments are made for slow-selling mer-chandise.

Tangible assetsTangible assets are valued at acquisition cost less accumulated depreciation. They are written off over their estimated useful life according to the straight-line method. The individual periods of depreciation are:

Asset category YearsMachinery ................................................... 7–12Tools ............................................................. 6–7Measuring, testing and controlling devices ........ 5Operating installations ......................................10Warehouse installations ..............................13–15Vehicles ........................................................ 5–8Offi ce furnishings and offi ce machines ........ 5–10Information technology .................................. 3–5Factory buildings ............................................ 35Offi ce buildings ............................................... 40

The costs for maintenance, repairs and small-scale renovations are charged directly to the in-come statement as expenditure when they occur. Value-adding renovation costs which extend the useful life of tangible assets are capitalized.

Tangible assets which have been eliminated from the business or sold are cleared from the tangible assets account at their acquisition cost and with

Notes to the consolidated fi nancial statements


the associated accumulated depreciation. Any profi ts or losses resulting from the disposal of tangible assets are recognized in the income state-ment. Financing costs for tangible assets under construction are capitalized.

Intangible assetsIntangible assets are stated at acquisition cost less accumulated depreciation. They are reviewed at the balance sheet date for any changes in their value.

IT software is capitalized as an intangible asset and written off over 3 to 5 years using the straight-line method. The patents acquired by Komax Holding AG in connection with the acquisition of Komax France Rousset will be written off on a straight-line basis over a maximum of 10 years.

MergersThe adoption of IFRS 3 and associated revision of IAS 36 and IAS 38 in 2004 resulted in a change in the accounting treatment of goodwill. Until De-cember 31, 2004, goodwill was:– written off on a straight-line basis over a 20-year period and– tested for signs of impairment on each balance sheet date.

In conformity with IFRS 3, there will be no further goodwill write-offs as of January 1, 2005. In fi s-cal 2004, goodwill amortization totalled CHF 1.2 million.

Goodwill is tested for impairment at least annually or if there are signs of impairment. The cumulative amortization as at December 31, 2004, of CHF 6.2 million was eliminated through a correspond-ing reduction in goodwill.

LeasingLeases in which a signifi cant portion of risk and rewards of ownership are retained by the lessor are classifi ed as operating leases. Payments made under operating leases (net of any incentives re-ceived from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

Impairment of assetsAssets that have an indefi nite useful life are not

subject to amortization and are tested annu-ally for impairment. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment is recognized for the amount by which the asset’s carrying amount exceeds its recover-able amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purpose of assessing impair-ment, assets are grouped at the lowest levels for which there are separately identifi able cash fl ows (cash-generating units).

Deferred taxesAll consolidated companies of the Komax Group are independently subject to tax, except for the companies attached to Komax Holding Corp. (Komax Systems Rockford Corp., Komax Systems York Corp. and Komax Corp.). In the case of the other companies, it is not possible to offset the taxable profi t of one consolidated company with the loss of another consolidated company. This should be remembered when comparing earnings with the tax burden.

Deferred and future tax expenses are calculated on the basis of the comprehensive liability method. This method is based on the tax rates and tax regulations applicable on the balance sheet date or which have in essence been enacted and are expected to apply at the time the deferred tax claim is realized or the deferred tax liability is set-tled. Deferred and future taxes are calculated on the basis of the temporary differences in value be-tween the individual balance sheets and balance sheets for tax purposes. Such differences primarily exist in the case of fi xed assets, inventories and some provisions. Deferred tax assets on tax-loss carryforwards are recognized where it is likely that the Group companies concerned will in future generate suffi cient taxable income to absorb the corresponding positive differences.

Research and development expenditureResearch and development costs are capitalized and written off on a straight-line basis over their useful life provided the criteria for capitalization are met. No such expenses were capitalized in the year under review and prior year, as the expenses involved (basic research, software and platform developments) cannot directly be linked to spe-cifi c, future or direct product-related benefi ts.

Currency conversionItems included in the fi nancial statements of each entity are measured using the currency that best refl ects the economic substance of the underlying events and circumstances relevant to that entity (“the functional currency”). The consolidated fi -nancial statements are presented in Swiss francs, which is the functional currency of the parent company, Komax Holding AG.

Transactions and balancesForeign currency transactions are translated into the functional currency at the rate prevailing on the date of the transaction. Foreign-exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign cur-rencies are recognized in the income statement, except when taken to shareholders’ equity as a qualifying cash fl ow hedge.

Group companiesIncome statements and cash fl ows of foreign entities are translated using the sales-weighted average exchange rates for the year under re-view, and their balance sheets are translated at the exchange rates prevailing on December 31. Exchange-rate differences arising on the transla-tion of the net investment in foreign entities are taken to shareholders’ equity. When a foreign entity is sold, such exchange-rate differences are recognized in the income statement as part of the gain or loss on sale. Adjustments to goodwill and fair value arising on the acquisition of a foreign entity are treated as assets and liabilities of such entity and translated at the closing rate.

The most important year-end and average ex-change rates were as follows:

Currency Year-end Average Year-end Average rate rate rate rate 31.12.05 2005 31.12.04 2004

USD 1.320 1.250 1.140 1.250EUR 1.560 1.560 1.555 1.560BRL 0.561 0.517 0.430 0.430CNY 0.163 0.152 0.137 0.152

Financial risk managementThrough its business operations the Group is exposed to various fi nancial risks. The Group’s overall risk management strategy is focused on the


unpredictability of developments on the fi nancial markets and is intended to minimize the potential negative impact on the Group’s fi nancial position. The Group uses derivative fi nancial instruments to protect itself against interest-rate, currency and credit risks. The risks are monitored and reported. Risk management is conducted by the fi nance de-partment of Komax Holding AG in conformity with the guidelines issued by the Board of Directors. These guidelines set out procedures for the use of derivatives as well as dealing with foreign-currency, interest rate and credit risks. These guidelines are binding for all subsidiaries of the Komax Group.

Financial instrumentsDerivative fi nancial instruments are only used to hedge existing currency and interest-rate ex-posures. In 2005, the Komax Group issued roughly 29% of its invoices in USD and 35% in EUR. The resulting foreign currency surpluses are hedged in accordance with fi nancial projections (economic hedges). Therefore, changes in fair value are not recognized in the fi nancial statements using hedge accounting. Only standardized hedging instru-ments may be used (currency futures and options contracts, interest-rate and currency swaps). The use of fi nancial hedging and hedging instruments is subject to uniform Groupwide rules.

Derivative fi nancial instruments are recorded at the current price, and subsequently valued at fair value. Realized and unrealized gains arising from changes in fair value are recorded in the income statement in the corresponding periods.

Income statementThe Group’s consolidated income statement is presented by nature. The gross profi t is composed of all income less the directly attributable cost of materials and third party manufacturing costs. Personnel expenses include all salaries, social security contributions and training expenses for all Komax employees. The third party labour costs for the development expenditure item includes the cost of materials and third party services for the Komax Group’s development projects. Production and administration expenses include rental costs, maintenance and repair costs, IT infrastructure costs, insurance premiums, consultancy fees and ancillary materials. Marketing and distribution expenses primarily include the cost of travel and expenses for employees, as well as the cost of participating in trade fairs.

Recognition of revenueRevenue from the sale of goods is recognized when risk and rewards of ownership have been transferred to the buyer. All expenses connected with sales are recognized on an accrual basis.

In automated assembly and production, revenue is recognized according to the percentage-of-completion method (POC), whereby the Komax Group measures the percentage of completion on the basis of manufacturing costs incurred.

Interest income is recognized on a prorata basis using the effective interest rate method. Dividend income is recognized at the time the right to re-ceive payment is granted.

Employee benefi tsEmployee pension and retirement benefi ts are based on the regulations and prevailing circum-stances in those countries in which Komax is rep-resented. In Switzerland, pension and retirement benefi ts are based on the defi ned-benefi t model in conformity with IAS 19 (Employee Benefi ts). The consequences of compliance with IAS 19 for re-tirement benefi ts are detailed in note 8. In the other countries, pension and retirement benefi ts are pro-vided under defi ned-contribution schemes.

The provision for defi ned-benefi t plans stated in the balance sheet represents the present value of the defi ned-benefi t obligation (DBO) on the balance sheet date less the fair value of plan assets, adjusted for cumulative, non-recognized actuarial gains and losses. The DBO is calculated annually by an independent actuary according to the projected unit credit method.

Past service cost are recognized immediately in income, unless the changes in the pension plan depend on the employee remaining with the company for a predefi ned period (until the vesting period). In such event, the past service costs are amortized on a straight-line basis over the vesting period.

Actuarial gains and losses, which are based on experience adjustments and changes in actuarial assumptions, are recognized in the income state-ment over the employee’s expected remaining period of service through the corridor approach.


In the case of defi ned-contribution plans, the group funds public or private retirement plans on the basis of statutory or contractual obligations or voluntary contributions. The Group has no pay-ment obligations beyond the payment of contribu-tions. Contributions are recognized in personnel expenses as they become due. Prepayments of contributions are recognized as assets to the extent that a right to repayment or a reduction in future payments exists.

Financial debtsFinancial debts are initially recognized at fair value after the deduction of any transaction costs. In subsequent periods, they are measured at amort-ized cost. Loans are classifi ed as current liabilities, provided the liability is settled within 12 months following the balance-sheet date.

ProvisionsProvisions for warranties are recognized accord-ing to business management criteria and in ac-cordance with IAS 37. These are based on past experience, sales achieved in the past year and on current contracts.

The other provisions relate to various obligations and liabilities associated with past events, the performance of which will in all probability result in an outfl ow of funds.

Treasury sharesTreasury shares are carried at cost and deducted from shareholders’ equity.

Dividend payment / par value repaymentDividend distribution and/or par value repayment to the shareholders of Komax Holding AG is rec-ognized as a liability in the consolidated fi nancial statements in the period in which the dividend distribution / par value repayment is approved by the company’s shareholders.

Employee share options planIFRS 2 requires that the fair value of share-based compensation instruments issued to employees be expensed. Until December 31, 2004, no ex-pense was recorded in the consolidated fi nancial statements. From January 1, 2005, the fair value


of employee benefi ts obtained in exchange for options is recognized in personnel expenses. The total amount to be carried as expense in relation to employee options issued after November 7, 2002, and which are not yet freely available is amortized over the corresponding term of the vesting period and recognized as expense. The estimate of the number of options expected to be exercised and which are relevant to measuring the fair value car-ried is reviewed on each balance sheet date. The effects of any changes to original estimates are recognized in the income statement and through a corresponding adjustment in shareholders’ equity over the remaining time until the vesting period. Payments received from the exercising of options are credited to share capital (par value) and capital reserves after deducting directly at tributable trans-action costs. The adoption of IFRS 2 was refl ected in the 2004 fi nancial statements in an increase in personnel expenses of CHF 0.432 million, together with an increase in retained earnings and a reduc-tion in consolidated net profi t in the same amount. The fi gures for the prior year were restated for comparability reasons.

Key assumptions and sources of uncertainty in relation to estimatesPreparation of the consolidated fi nancial state-ments in conformity with IFRS requires the Board of Directors and Group Management to make estimates and assumptions, whereby such esti-mates and assumptions have an effect on the ac-counting principles applied and are refl ected in the amounts stated under assets, liabilities, income and expenses. Their estimates and assumptions are based on past experience and on various other factors deemed applicable in the current situation. These form the basis for reporting those assets and liabilities that cannot be measured directly from other sources. The actual values may differ from these estimates.

Estimates and assumptions are reviewed on at least a quarterly basis. Changes in estimates are required when the circumstances on which the estimates are based have altered or when new or additional information is available. These changes are recognized in the reporting period in which the estimate was adjusted.

The most important assumptions about future developments and most important sources of uncertainty in relation to estimates that could

necessitate signifi cant adjustments to reported assets and liabilities over the coming 12 months are shown below.

Recognition of revenue according to POC methodAutomated assembly and production contracts are measured according to the percentage-of-completion method (POC), provided the assess-ment meets the requirements of IAS 11. Although projects are assessed monthly and in good faith in accordance with comprehensive project manage-ment guidelines, subsequent corrections may be required. These corrections are made in the fol-lowing period, and may have a positive or negative impact on revenue in this period.

Impairment of fi xed assetsTangible assets, goodwill and intangible assets are tested for impairment at least twice each year. To determine whether impairment exists, estimates are made of the expected future cash fl ows arising from use. Actual cash fl ows may dif-fer from the discounted future cash fl ows based on these estimates. Factors such as changes in the planned use of tangible assets, restructuring, reorganization and closure of facilities, changes in the market situation, technical defi ciencies in rela-tion to machinery and systems, or sub-projected sales of machines, spare parts and systems, may shorten useful life or result in an impairment.

Employee benefi tsEmployees of the Group in Switzerland are insured under defi ned-benefi t retirement schemes in con-formity with IAS 19. Calculations of the reported credits and liabilities in relation to these schemes are based on static and actuarial calculations as well as the expected return on the assets of the retirement plans. The present value of the liabilities relating to the defi ned benefi t schemes is par-ticularly dependent on assumptions such as the discount rate used to calculate the present value of future pension liabilities, future rises in salary and increases in other compensation paid to employ-ees. The assumptions of the Group’s independent actuaries additionally use statistical data such as the likelihood of departure and mortality rate of insured individuals. The actuaries’ assumptions may differ substantially from actual events due to changes in market conditions and the economic

environment, higher or lower rates of departure, longer or shorter life expectancy of insured indi-viduals as well as other estimated factors. These differences may have an infl uence on the assets and liabilities stated in relation to employee ben-efi ts in future reporting periods.

ProvisionsIn relation to machines and systems already delivered, we calculate the necessary warranty provisions on the balance sheet date on the basis of analysis and estimates in conformity with IAS 37. The actual costs may differ from the provisions stated. Any differences may affect the provision carried for warranty events in future reporting periods and therefore the reported result for the period.

Current and deferred income taxesIn determining the assets and liabilities from current and deferred income taxes, estimates must be made on the basis of existing tax laws and ordinances. Numerous internal and external factors may have favourable and unfavourable effects on the assets and liabilities from income taxes. These factors include changes in tax laws and ordinances, as well as the way they are inter-preted, in addition to changes in tax rates and the total amount of taxable income for the particular location. Any changes may affect the assets and liabilities from current and deferred income taxes carried in future reporting periods.

Restatement of prior-year fi guresTo facilitate comparison of the fi gures, prior-year fi gures are restated if necessary due to the adop-tion of new provisions required under International Financial Reporting Standards (IFRS) or due to changes in existing standards.


On December 31, 2005, interest rates on call and time deposits were: CHF 0.305%, EUR 2%, SGD 1.6%, ZAR 5.5%.

The Komax Group uses forex forward and op-tions contracts and interest-rate and currency swaps to hedge against currency and interest-rate risks on funds. As at December 31, 2005, there were outstanding forex forward contracts or other derivatives amounting to USD 14.8 million (2004: EUR 2.0 million). Their negative fair value was CHF 0.7 million in 2005, and CHF 0.1 million in the previous year. The following volumes were transacted in the corresponding fi scal year:2005: USD 32.6 million and EUR 12.5 million2004: USD 14.5 million and EUR 21.1 million

The negative fair value of hedge transactions is rec-ognized in other payables and accrued expenses / deferred income.

The total amount of costs incurred and profi ts disclosed (less disclosed losses) on manufactur-ing contracts amounted to CHF 84.7 million as at December 31, 2005 (2004: CHF 30.7 million). Overfi nanced projects totalling CHF 36.0 million (2004: CHF 18.6 million) are included in the other payables and accrued expenses / prepaid income item (see note 14), while underfi nanced projects (CHF 48.6 million; 2004: CHF 12.1 million) are stated under accounts receivable.

Net sales for 2005 includes sales on manufactur-ing contracts which remained outstanding on the balance sheet date and amounted to CHF 70.8 million (2004: CHF 28.8 million), equivalent to 28.0% of sales for 2005 (2004: 13.8%). CHF 64.4 million of this represents costs incurred and CHF 6.4 million recognized contribution margins.

2. Cash and cash equivalents CHF 1,000 31.12.05 31.12.04

Demand deposits and call money 27,404 36,442Time deposits 2,275 2,600

Total 29,679 39,042

3. Securities

CHF 1,000 31.12.05 31.12.04

Units in money-market investment funds and shares 2,080 73

Total 2,080 73

4. Trade receivables CHF 1,000 31.12.05 31.12.04

Receivables from goods and services delivered 57,893 45,001less provision for impairment -200 -521Accruals for systems1) 48,616 12,065less prepayments for systems -32,038 -4,274

Total 74,271 52,271

1) For manufacturing contracts for systems, the inventory includes all costs associated with the systems as well as the productioncosts. The order costs comprise all costs attributable to the contract from the date the order is received until the balance-sheet date. The order proceeds per manufacturing contract are recorded as at December 31, according to the percent-age-of-completion method.

5. Other receivables and accrued income / prepaid expenses

CHF 1,000 31.12.05 31.12.04

Other receivables1) 5,682 3,695Accruals 769 683

Total 6,451 4,378

1) Other receivables as at December 31, 2005, consist primarily of tax credits with the Swiss federal tax authorities.



All changes in deferred taxes are included in the income statement for the corresponding period.

As at December 31, 2005, deferred tax assets totalling CHF 1.9 million (2004: CHF 1.7 million) in relation to tax-loss carryforwards of CHF 9.0 mil-lion (2004: CHF 6.7 million) were not capitalized as assets, of which CHF 2.2 million (2004: CHF 2.2 million) expires within the next 5 years, CHF 5.4 million (2004: CHF 2.2 million) within the next 10 years and CHF 1.4 million (2004: CHF 2.3 million) within the next 20 years.

6. Inventories

CHF 1,000 31.12.05 31.12.04

Manufacturing components and spare parts 14,689 14,966Semi-fi nished goods / work in process 4,399 5,508Finished goods 11,496 9,615Prepayments to suppliers 4,042 1,066

Total 34,626 31,156

7. Deferred taxes

CHF 1,000 31.12.05 31.12.04 Tangible assets 476 609Accounts receivable and inventories 1,445 764Provisions 0 93Tax-loss carryforwards 8,380 4,882Other items1) 40 872

Total deferred tax assets 10,341 7,220

Tangible assets 4,036 3,791Accounts receivable and inventories 2,648 2,325Provisions 994 965Other items 140 0

Total deferred tax liabilities 7,818 7,081 Net deferred tax credits (+) / tax liabilities (-) 2,523 139

1) Including unrealized intra-company profi ts.


Komax maintains retirement benefi t plans for its employees in Switzerland and abroad. In con-formity with IFRS, the retirement benefi t plans in Switzerland are defi ned-benefi t schemes. For the principal defi ned-benefi t pension schemes, the net expenditure for employee benefi ts is shown opposite. It is stated in the balance sheet as an asset and in the income statement as an expense reduction for the Komax Group.

8. Pension fund assets (IAS 19)

CHF 1,000 2005 2004 Current service cost 5,735 4,143Interest cost 2,609 2,221Amortization of loss 0 361

Total employee benefi ts expenditure of the Komax Group 8,344 6,725 Expected return on plan assets 2,971 2,210Employee contributions 2,695 1,882

Total employee benefi ts income of the Komax Group 5,666 4,092 Employee benefi ts result of the Komax Group -2,678 -2,633Employer contributions 3,746 2,993Prepayments to the employee benefi ts plan during the fi nancial year 1,068 360

The movements in the assets recorded in the consolidated balance sheet with respect to the defi ned-benefi t pension schemes were as follows:

The following table contains information concerning the current state of overfunding or underfunding of the retirement benefi t schemes operated in Switzerland and the fi gures in the consolidated balance sheet:

The actual return on plan assets in the year under review was 16.1% (2004: 6.1%).

CHF 1,000 31.12.05 31.12.04

Plan assets 85,632 61,570Present value of funded obligations -87,703 -60,790Overfunding (+) / underfunding (-) -2,071 780Unrecognized actuarial losses 598 1,203Unrecognized past service cost 3,496 0

Stated as assets in the consolidated balance sheet 2,023 1,983

CHF 1,000 2005

Total January 1 1,983Effect of integration of Ismeca and Sigma -1,028Expenses -2,678Employer contributions 3,746

Total December 31 2,023



The Group’s liabilities in relation to payments for retirement benefi ts provision abroad are stated under “Other payables”. These liabilities amounted to CHF 0.4 million as at December 31, 2005.

9. Shares in joint ventures

Komax Holding AG operates a joint venture with the company Murata Kogyo KK in Shizuoka-Shi, Japan. Komax Murata KK has authorized share capital of JPY 50 million, 50% of which is held by Komax Holding AG. Komax Murata KK sells wire-processing machines and systems in Japan and other parts of Asia. The joint venture is valued in accordance with the equity method (see note 22 for more details).

Komax Murata KK was in liquidation at the time the annual fi nancial statements were prepared. The activities of Komax Murata KK will in future be undertaken by a newly formed independent com-pany (agency of Komax).

The retirement benefi t liabilities are valued using assumptions based on the following economic and demographic parameters (weighted average):

% 2005 2004

Discount rate 3.25 3.5Estimated wage growth rate 1.0 1.5Increase in current pensions (expectancy of future benefi ts) 0.5 0.5Expected return on plan assets 4.0 4.0


10.1 Tangible assets 2005

Changes in gross values Costs Currency Other Additions Disposals Increase in Costs

CHF 1,000 01.01.05 differences changes scope of 31.12.05

Asset category consolidation

Movables Machinery 16,459 121 293 1,844 -700 307 18,324Tools / operating equipment 3,948 87 0 969 -578 94 4,520Warehouse equipment 1,484 17 0 28 -11 0 1,518Vehicles 1,215 59 0 604 -29 37 1,886Offi ce furnishings 4,856 237 0 345 -232 46 5,252Information technology 7,251 137 46 868 -888 89 7,503Prepayments for assets 340 0 -293 0 -47 0 0Total 35,553 658 46 4,658 -2,485 573 39,003 Real estate Buildings 63,618 795 0 1,249 0 3,151 68,813Land 11,298 137 0 0 0 0 11,435Total 74,916 932 0 1,249 0 3,151 80,248

Total 110,469 1,590 46 5,907 -2,485 3,724 119,251

Changes in depreciation Accumulated Currency Other Accumulated Depreci- Accumulated Net value and amortization depreciation differences changes depreciation ation depreciation tangible

CHF 1,000 01.01.05 on disposals 2005 31.12.05 assets

Asset category 31.12.05

Movables Machinery 9,828 70 0 -541 1,628 10,985 7,339Tools / operating equipment 2,576 81 0 -532 473 2,598 1,922Warehouse equipment 919 5 0 -11 66 979 539Vehicles 723 25 0 -178 308 878 1,008Offi ce furnishings 3,337 192 0 -213 494 3,810 1,442Information technology 5,288 58 46 -870 1,069 5,591 1,912Total 22,671 431 46 -2,345 4,038 24,841 14,162 Real estate Buildings 17,553 212 0 0 2,010 19,775 49,038Land 0 0 0 0 0 0 11,435Total 17,553 212 0 0 2,010 19,775 60,473

Total 40,224 643 46 -2,345 6,048 44,616 74,635

The insurance value of tangible assets was CHF 169.0 million on December 31, 2005.Future liabilities arising from operating lease agreements amount to:Due 2006: CHF 0.9 million. Due 2007–2010: CHF 2.5 million.



The insurance value of tangible assets was CHF 130.2 million on December 31, 2004.Future liabilities arising from operating lease agreements amount to:Due 2005: CHF 0.9 million. Due 2006–2009: CHF 1.4 million.

10.2 Tangible assets 2004

Changes in gross values Costs Currency Other Additions Disposals Costs

CHF 1,000 01.01.04 differences changes 31.12.04

Asset category

Movables Machinery 16,932 -72 223 1,744 -2,367 16,459Tools / operating equipment 3,812 -54 0 324 -134 3,948Warehouse equipment 1,468 -8 0 31 -7 1,484Vehicles 1,033 -26 0 307 -99 1,215Offi ce furnishings 4,559 -130 0 537 -110 4,856Information technology 7,392 -74 0 1,135 -1,202 7,251Prepayments for assets 263 0 -223 300 0 340Total 35,459 -364 0 4,378 -3,919 35,553 Real estate Buildings 59,899 -497 0 4,293 -77 63,618Land 11,385 -87 0 0 0 11,298Total 71,284 -583 0 4,293 -77 74,917

Total 106,743 -947 0 8,670 -3,996 110,470

Changes in depreciation Accumulated Currency Accumulated Depreci- Accumulated Net value and amortization depreciation differences depreciation ation depreciation tangible



Movables Machinery 10,734 -43 -2,345 1,483 9,828 6,631Tools / operating equipment 2,357 -50 -98 368 2,576 1,372Warehouse equipment 857 -3 -6 71 919 565Vehicles 639 -13 -143 240 723 492Offi ce furnishings 3,014 -109 -64 496 3,337 1,519Information technology 5,373 -60 -1,149 1,125 5,288 1,963Prepayments for assets 0 0 0 0 0 340Regrouping / valuation differences -3 3 0 0 0 0Total 22,971 -276 -3,805 3,782 22,671 12,883 Real estate Buildings 15,875 -136 -77 1,890 17,553 46,065Land 0 0 0 0 0 11,299Total 15,875 -136 -77 1,890 17,553 57,363

Total 38,846 -412 -3,882 5,672 40,224 70,246


11.1 Intangible assets 2005

Changes in gross values Costs Currency Other Additions Increase Disposals Costs

CHF 1,000 01.01.05 differences changes in scope of 31.12.05

Asset category consolidation

Intangible assets Software 10,672 124 -46 903 124 -457 11,320Patents 4,090 7 0 19 0 0 4,116Goodwill1) 16,094 1,484 0 0 11,145 0 28,723Costs of incorporation 4 0 0 0 0 0 4

Total 30,860 1,615 -46 922 11,269 -457 44,163

Changes in depreciation Accumulated Currency Other Accumulated Amortization Accumulated Net value and amortization depreciation differences changes depreciation 2005 depreciation intangible

CHF 1,000 01.01.05 on disposals 31.12.05 assets


Intangible assets Software 7,571 64 -46 -438 1,359 8,510 2,810Patents 2,181 2 0 0 411 2,594 1,522Goodwill1) 0 0 0 0 0 0 28,723Costs of incorporation 4 0 0 0 0 4 0

Total 9,756 66 -46 -438 1,770 11,108 33,055

Goodwill impairment test

Goodwill is assigned to the identifi able cash- generating units (CGUs) of the Group by region of activity. A summary of the goodwill distribution is shown below:

2005 2004Cash-generating unit Switzerland 17,840 6,695Cash-generating unit USA 10,883 9,399Total 28,723 16,094

The recoverable amount of a CGU is determined by calculating its value in use. These calculations are based on projected cash fl ows derived from the fi ve-year plan approved by the Board of Dir-ect ors.

Assumptions for the calculation of value in use:

Switzerland USAGross profi t margin 56.6% 37.0%Growth rate 4.0% 11.9%Discount rate 7.5% 8.0%

Management has determined the budgeted gross profi t margin based on past developments and expectations regarding the future development of the market. The discount rates used are interest rates after taxes and refl ect the specifi c risks of the regions in question. Applying an after-tax discount rate produces a result similar to that produced by applying a pre-tax discount rate on cash fl ows before taxes.

1) The cumulative amortization as at December 31, 2004, was eliminated through a corresponding reduction in goodwill.


11.2 Intangible assets 2004

Changes in gross values Costs Currency Additions Disposals Acquisition

CHF 1,000 01.01.04 differences costs


Intangible assets Software 9,002 -59 1,848 -119 10,672 Patents 4,050 0 40 0 4,090 Goodwill 23,422 -1,091 0 0 22,331 Costs of incorporation 4 0 0 0 4

Total 36,478 -1,150 1,888 -119 37,097

Changes in depreciation Accumulated Currency Accumulated Amortiz- Accumulated Net value and amortization depreciation differences depreciation ation depreciation intangible



Intangible assets Software 6,440 -65 -120 1,316 7,571 3,101Patents 1,772 0 0 409 2,181 1,909Goodwill 5,302 -228 0 1,163 6,237 16,094Costs of incorporation 3 0 0 1 4 0

Total 13,517 -293 -120 2,889 15,993 21,104

Real estate consists solely of land and buildings in Switzerland.

12. Ownership restrictions for own liabilities

Assets pledged to secure own liabilities:

CHF 1,000 31.12.05 31.12.04

Book value real estate 48,259 48,699Lien on real estate 22,575 22,575Utilization (mortgages) 11,850 15,850



14. Other payables and accrued expenses/deferred income

CHF 1,000 31.12.05 31.12.04

Other payables 4,313 2,410Other payables to shareholders 0 1Employee benefi ts 368 345Accrued expenses / deferred income 15,330 10,005Prepayments on systems 48,769 26,365less accruals / deferrals in respect of systems -36,044 -18,622

Total 32,736 20,503

13. Financial liabilities

2005 31.12.05 2004 31.12.04 Currency Interest Total Interest Total rate CHF 1,000 rate CHF 1,000

Current bank loans CHF 4.95% 1,320 5.50% 25 CHF 4.00% 2,000 5.13% 25 CHF 2.32% 2,250 4.63% 2,000 CHF 1.80% 1,000 4.50% 50 CHF 1.75% 3,500 4.33% 2,000 CHF 1.28% 4,500 1.45% 2,500 CHF 1.20% 1,000 1.35% 2,000 CHF 0 1.35% 1,500 CHF 0 1.34% 1,000 CHF 0 1.30% 1,000

Other current fi nancial liabilities USD 41 0

Total 15,611 12,100Unutilized credit lines 62,091 74,503



“Other provisions” include uncovered expenses arising from claims incurred.

15. Provisions CHF 1,000 31.12.05 31.12.04

Warranty provisions1) Total January 1 2,540 2,900Additional provisions 2,047 4,234Amounts utilized during the year -1,718 -3,954Unused amounts reversed -583 -606Currency differences 44 -34Total December 31 2,330 2,540

CHF 1,000 31.12.05 31.12.04

Other provisions Total January 1 410 430Additional provisions 68 122Amounts utilized during the year -59 -21Unused amounts reversed -239 -118Currency differences 0 -3Total December 31 180 410 Total provisions December 31 2,510 2,950

1) Provisions include material and personnel costs in relation to warranty work. Provisions for warranty are reviewed annually.

16.1 Financial loans

2005 31.12.05 2004 31.12.04 Currency Int. rate CHF 1,000 Int. rate CHF 1,000

Loan agreement LKB, Lucerne CHF 4.67% 2,000 3.70% 11,750Loan agreement LKB, Lucerne CHF 4.44% 50 0Loan agreement LKB, Lucerne CHF 3.50% 50 0Loan agreement LKB, Lucerne CHF 3.44% 2,000 0Loan agreement CS, Lucerne CHF 3.16% 2,000 0Loan agreement UBS, Lucerne CHF 2.95% 1,500 0Fixed advance ZKB, Zurich CHF 1.95% 12,000 0 Total 19,600 11,750

The average interest on fi nancial loans was 2.73% in 2005, compared with 3.70% the previous year.


17. Share capital

As at December 31, 2005, the share capital amounted to CHF 17,600,957. This comprised 3,200,174 fully paid up registered shares, each with a par value of CHF 5.50. The share capital was reduced by CHF 6,259,588 compared to the previous year. CHF 6,391,614 of this was due to the reduction in capital relating to the par value re-payment and CHF 132,026 to the capital increase stemming from the exercising of option rights.

16.2 Period of repayment of debts

CHF 1,000 Mortgage Fixed Total loans advances

Maturity after 01.01.2007 4,000 0 4,000after 01.01.2008 1,500 12,000 13,500after 01.01.2009 2,100 0 2,100

Total 7,600 12,000 19,600



As the Komax Group is active in only one business segment, the primary seg-ment information is pre-sented in a single column for each fi scal year.

18.1 Primary segment information

2005 2004 Change CHF 1,000 % CHF 1,000 % %Income statement

Net sales 257,046 100.0 211,527 100.0 21.5Expenditure on materials 93,887 36.5 70,354 33.3 33.4Change in fi nished and semi-fi nished goods -1,604 -0.6 -4,153 -2.0 -61.4Cost of materials 92,283 35.9 66,201 31.3 39.4Third party service costs 14,355 5.6 15,094 7.1 -4.9Cost of goods sold 106,638 41.5 81,295 38.4 31.2Gross profi t 150,408 58.5 130,232 61.6 15.5Personnel expenses 87,230 34.0 71,608 33.9 22.0Other operating expenses 30,565 11.9 23,149 10.9 32.0Depreciation 7,819 3.0 7,399 3.5 5.7Amortization 0 0.0 1,163 0.6 -100.0Operating profi t (EBIT) 24,794 9.6 26,913 12.7 -8.4

31.12.05 31.12.04 Change CHF 1,000 % CHF 1,000 % %Assets and liabilities

Current assets 147,107 55.0 126,920 55.8 15.9Fixed assets 120,292 45.0 100,579 44.2 19.6Total assets 267,399 100.0 227,499 100.0 17.5Current liabilities 68,240 – 49,857 – 36.9Long-term liabilities 27,418 – 18,831 – 45.6Total liabilities 95,658 – 68,688 – 39.3Investments 6,829 – 10,558 – -35.3

In 2005, the Komax Group invoiced 29% in USD, 35% in EUR and 32% in CHF. Due to changes in the value of the USD and EUR the currency effect on net sales revenues amounted to 1.2 percentage points. The currency effect on gross profit for 2005 amounted to 1.2 percent-age points. The currency effect on operating profi t was 1.0%.


18.2 Secondary segment information by region

Sales revenue by location 2005 2004 Changeof purchasing party CHF 1,000 % CHF 1,000 % %

Europe1) 169,314 66.1 140,699 66.5 20.3North and South America 65,947 25.8 51,624 24.4 27.7Asia/Pacifi c 20,710 8.1 19,097 9.1 8.4Total 255,971 100.0 211,420 100.0 21.1

Sales revenue by location 2005 2004 Changeof service provider CHF 1,000 % CHF 1,000 % %

Europe1) 185,865 72.6 145,923 69.0 27.4North and South America 56,785 22.2 50,392 23.8 12.7Asia/Pacifi c 13,321 5.2 15,105 7.2 -11.8Total 255,971 100.0 211,420 100.0 21.1

Assets by location 31.12.05 31.12.04 Changeof service provider CHF 1,000 % CHF 1,000 % %

Europe1) 212,156 79.3 181,462 79.8 17.0North and South America 46,979 17.6 38,182 16.8 23.0Asia/Pacifi c 8,264 3.1 7,855 3.4 5.2Total 267,399 100.0 227,499 100.0 17.6

Investments by location 2005 2004 Changeof service provider CHF 1,000 % CHF 1,000 % %

Europe1) 6,150 90.1 10,024 94.9 -38.6North and South America 624 9.1 393 3.7 58.8Asia/Pacifi c 55 0.8 141 1.4 -61.0Total 6,829 100.0 10,558 100.0 -35.3

1) Including Africa.



Personnel expenses include all performance-related compensation for the past business year. Further details on employee benefi ts are given in note 8.

20.1 Personnel expenses CHF 1,000 2005 2004

Wages and salaries1) 73,047 59,646Employee benefi ts 12,286 10,417Other personnel costs (training and development) 1,897 1,545

Total 87,230 71,608

19. Other operating income

CHF 1,000 2005 2004

Other income (dispatch and packaging, rental and other income) 3,070 3,492Realized and valued exchange-rate gain/loss1) 1,092 -734

Total 4,162 2,758

1) From trade receivables.



The executive share ownership scheme for directors and management of the Komax Group includes a share option plan. The option plan was introduced in 1998 and is designed to give ex-ecutives and selected employees added interest in shareholder value and enable them to share in the company’s success. The number of options al-located depends on the individual performance of

20.2 Share option plan of the Komax Group

the entitled employee. The options granted entitle holders to subscribe one Komax Holding AG share per option and are valid for fi ve years. They have a predetermined exercise price and are subject to a three-year lock-in period.

2005 Weighted 2004 Weighted average average exercise price exercise price No. CHF No. CHF

Outstanding at beginning of year 233,538 83.38 235,121 89.30Granted 67,295 97.59 50,060 86.61Exercised -18,768 88.18 0 0.00Forfeited -48,640 156.12 -51,643 113.46Outstanding at end of year 233,425 73.14 233,538 83.38

Of the 233,425 options outstanding (2004: 233,538) at December 31, 2005, 24,147 were exercisable (2004: 48,640). Options exercised in 2005 led to the issue of 18,768 shares (2004: 0)

The fair value of the options granted in fi scal 2005 calculated on the basis of the trinomial valuation model was CHF 19.47 (2004: CHF 11.23). The key parameters for the valuation model are the share price of CHF 112.40 (2004: CHF 87.05) on the day

at a price of CHF 88.18 per share. The weighted average share price at the time of exercising was CHF 99.93.

granted, the exercise price listed above, the stand-ard deviation for the expected share price return of 15% (2004: 15%), the option life of fi ve years and the risk-free interest rate of 1.67% (2004: 1.94%).

The following table summarizes information on options granted as at December 31, 2005:

Expiry date Number Exercise price Weighted Number Capital increase December 31 average by means of options exercise price exercised No. CHF CHF No. CHF

2006 42,915 88.18 88.18 18,768 132,0262007 91,923 40.89 0.00 0 02008 50,060 86.61 0.00 0 02009 67,295 97.59 0.00 0 0 252,193 88.18 18,768 132,026



20.4 Average number of employees

The average number of employees in 2005 was 838, compared with 709 the previous year.

21. Third party service costs for develop-ment expenditure

Only third party development costs, including building of prototypes, amounting to CHF 3.1 million (2005) and CHF 2.8 million (2004) are rec-ognized in this item in the income statement. The aggregate development expenditure for new and further development of Komax products contains personnel expenses, material costs and costs for third party development contracts. These amount to CHF 20.3 million, equivalent to 7.9% of net sales revenue, compared with CHF 19.1 million or 9.0% in the previous year.

22. Result from joint ventures

CHF 1,000 2005 2004

Equity valuation of Komax Murata KK, 50% shareholding -18 -135

Total -18 -135

20.3 Breakdown of employees by country and areas of activity

2005 CH1) EU2) America3) Asia4) Africa5) Total

Production 302 24 39 2 0 367Research and development 88 14 1 3 0 106Engineering 104 7 23 0 0 134Marketing and sales 105 32 49 13 8 207Administration6) 41 10 14 5 2 72

Total headcount at Dec 31, 2005 640 87 126 23 10 886

2004 CH1) EU2) America3) Asia4) Africa5) Total

Production 219 29 30 3 0 281Research and development 79 14 1 0 0 94Engineering 62 7 22 0 0 91Marketing and sales 77 35 47 15 5 179Administration6) 31 10 13 4 2 60

Total headcount at Dec 31, 2004 468 95 113 22 7 705

1) Komax AG, Komax Systems AG; from 2005 includes Sigma AG and Ismeca Europe Automation SA.2) Komax companies in the EU: Germany, France, Portugal.3) Komax companies in North and South America.4) Komax companies in Asia: Singapore and China.5) Komax companies in Africa: South Africa, Morocco.6) Including management/IT.


23. Financial result

CHF 1,000 2005 2004

Financial income Interest income 255 272Income from securities 71 14Exchange-rate gains on foreign currencies 2,539 1,805

Total fi nancial income 2,865 2,091 Financial expenses Interest expenses 1,131 1,137Other fi nancial expenses 44 30Exchange-rate losses on foreign currencies 5,056 3,041

Total fi nancial expenses 6,231 4,208

Total fi nancial result -3,366 -2,117

24. Taxes

CHF 1,000 2005 2004

Current income taxes 5,954 7,080Deferred taxes -987 -2,242

Total 4,967 4,838

Analysis of the tax rate

% 2005 2004

Substantially enacted tax rate 20.8 21.7Impact of weighted tax rate within the Komax Group -2.7 -4.2Impact of changes in substantially enacted tax rates 0.1 -0.7Expected tax rate 18.2 16.8Impact of non-capitalized tax-loss carryforwards 4.4 3.3Others 0.6 -0.9Effective tax rate 23.2 19.2

The main elements explain the difference between the expected Group tax rate (the weighted average tax rates based on the earnings before taxes of each Group company) and the effective tax rate.


25. Earnings per share (EPS) CHF 2005 2004

Group profi t1) 16,461,000 19,958,000Weighted average number of outstanding shares 3,166,989 3,154,403Basic earnings per share 5.20 6.33 Group profi t1) 16,461,000 19,958,000Weighted average number of outstanding shares 3,166,989 3,154,403Adjustment for dilutive effect of share options 69,418 63,033Weighted average number of outstanding shares for calculating diluted earnings per share 3,236,407 3,217,436Diluted earnings per share 5.09 6.20


.

26. Funds, cash fl ow statement

CHF 1,000 31.12.05 31.12.04

Statement of change in funds Demand deposits and call money 27,404 36,442Time deposits 2,275 2,600Total cash and time deposits (funds) 29,679 39,042Increase (+) / decrease (-) in funds -9,363 17,359


Basic earnings per share are calcu-lated by dividing the consolidated net profi t by the average number of shares outstanding during the fi scal year, excluding treasury shares.

Diluted earnings per share are cal-culated by adding all option rights, which would have had a dilutive effect, to the average number of shares outstanding.


27. Company acquisitions

On January 1, 2005, Komax Holding AG acquired 100% of the share capital of Sigma AG, Stans. Sigma AG is active mainly in small-scale systems, and produces transfer systems and mechanized assembly workstations. The original purchase price of CHF 7.25 million is reduced by CHF 0.75 million due to the negative operating result for 2005. Payment has already been made and will

be refunded by the seller in the following fi scal year. The transaction was stated in accordance with the purchase accounting method.

The company acquired contributed KCHF 6,422 to sales, KCHF -893 to the operating result and KCHF -739 to consolidated profi t in the period from January 1, 2005, to December 31, 2005.

The following assets and liabilities were acquired as part of the acquisition:

CHF 1,000 Carrying amount Fair value Fair value prior to acquisition adjustments

Fair value of net assets acquired: Cash and cash equivalents 36 0 36Trade receivables 2,297 63 2,360Other receivables and accrued income / prepaid expenses 1,285 271 1,556Inventories 587 -145 442Deferred tax assets 0 955 955Tangible assets 2,940 768 3,708Intangible assets 118 6 124Trade payables -404 0 -404Other payables and accrued expenses / deferred income -1,615 -514 -2,129Accruals for IAS 19 0 -165 -165Provisions -563 485 -78Financial loans -1,000 0 -1,000Deferred tax liabilities 0 -254 -254Total net assets acquired 3,681 1,470 5,151 Goodwill 1,375Total purchase price 6,500Cost of acquisition (audit and legal fees, stamp duty) 26Total acquisition cost 6,526 Cash settlement 7,276less payment already made to seller in amount of purchase price reduction -750Total purchase price 6,526 Paid in reporting year 7,276less cash and cash equivalents acquired -36Cash fl ow from acquisition of participations 7,240



The following assets and liabilities were acquired as part of the acquisition:

CHF 1,000 Carrying amount Fair value Fair value prior to acquisition adjustments

Fair value of net assets acquired: Cash and cash equivalents 7,399 23 7,422Trade receivables 12,115 -2,186 9,929Other receivables and accrued income / prepaid expenses 3,911 1 3,912Inventories 1,576 169 1,745Deferred tax assets 0 392 392Tangible assets 19 0 19Other long-term assets 0 200 200Trade payables -1,176 -5 -1,181Other payables and accrued expenses / deferred income -6,861 364 -6,497Accruals for IAS 19 0 -863 -863Provisions -540 -3 -543Deferred tax liabilities -360 142 -218Total net assets acquired 16,083 -1,766 14,317 Goodwill 9,770Total purchase price 24,000Cost of acquisition (audit and legal fees, stamp duty) 87Total acquisition cost 24,087 Cash settlement 24,087 Paid in reporting year 24,087less cash and cash equivalents acquired -7,422Cash fl ow from acquisition of participations 16,665

On April 1, 2005, Komax Holding AG acquired all the shares in Ismeca Automation Holding SA, La Chaux-de-Fonds, which has two wholly owned subsidiaries: Ismeca Europe Automation SA, La Chaux-de-Fonds, and Ismeca France Sarl, Châtil-lon-le-Duc (F). Ismeca Europe Automation SA specializes in assembly automation, and produc-tion includes systems for the medical technology and consumer goods sectors. The transaction was stated in accordance with the purchase ac-counting method.

The company acquired contributed KCHF 34,275 to sales, KCHF 2,868 to the operating result and KCHF -289 to consolidated profi t in the period from April 1, 2005, to December 31, 2005. Had the acquisition taken place on January 1, 2005, consolidated sales for fi scal 2005 would have to-talled KCHF 265,684 and consolidated net profi t KCHF 16,480.


29. Transactions with related parties

Transactions with related parties were performed at arm’s length.

At the end of the year there were no outstand-ing items in relation to related parties from the purchase or sale of goods and services. No loans were granted to related parties in fi scal 2005.

Compensation for the Executive Committee and Board of DirectorsIn fi scal 2005, the Group’s Executive Committee comprised fi ve (2004: fi ve) members. In conformity with IFRS 2 for the statement of share-based pay-ments, the total compensation for the Executive Committee including the executive members of the Board of Directors and four (2004: four) non-executive directors, is as follows:

28. Post-balance sheet events

No material events occurred between the balance-sheet date and the approval by the Board of Dir-ectors of the consolidated fi nancial statements on March 10, 2006, which might adversely affect the information content of the 2005 annual accounts or which would require disclosure.

CHF 1,000 Executive Committee Non-executive Total Directors

2005 2004 2005 2004 2005 2004

Salaries and bonus payments 1,775 2,145 324 343 2,099 2,488Share-based payments (options) 380 219 97 52 477 271

Total 2,155 2,364 421 395 2,576 2,759


Report of the group auditorsto the general meeting ofKomax Holding AGDierikon

As auditors of the group, we have audited the consolidated fi nancial statements (balance sheet, income statement, cash fl ow statement, statement of shareholders’ equity and notes / pages 50 to 79) of the Komax Holding AG for the year ended 31 December 2005.

These consolidated fi nancial statements are the responsibility of the board of directors. Our responsibility is to express an opinion on these consolidated fi nancial statements based on our audit. We confi rm that we meet the legal requirements concerning professional qualifi cation and independence.

Our audit was conducted in accordance with Swiss Auditing Standards and with the International Standards on Auditing, which require that an audit be planned and performed to obtain reasonable assurance about whether the consolidated fi nancial statements are free from material misstate-ment. We have examined on a test basis evidence supporting the amounts and disclosures in the consolidated fi nancial statements. We have also assessed the accounting principles used, signifi cant estimates made and the overall consolidated fi nancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated fi nancial statements give a true and fair view of the fi nancial po-sition, the results of operations and the cash fl ows in accordance with the International Financial Reporting Standards (IFRS) and comply with the Swiss law.

We recommend that the consolidated fi nancial statements submitted to you be approved.

PricewaterhouseCoopers AG

Dr. R. Gerber P. Seiler

Basel, 10 March 2006

PricewaterhouseCoopers AG St.-Jakobs-Strasse 25Postfach 38774002 BaselTelephone +41 58 792 51 00Fax +41 58 792 51 10


Remarks concerning the fi nancial statements of Komax Holding AG

Balance sheet

1. AssetsThe increase in the balance sheet item “Short-term loans” of CHF 2.3 million and in “Long-term fi nan-cial loans” of CHF 8.7 million is attributable to the granting of a number of loans to subsidiaries.

Participation loans increased due to the granting of such a loan to Komax Systems AG, Rotkreuz.

Two new participations were acquired in 2005. Sigma AG in Stans was acquired for CHF 6.5 mil-lion and Ismeca Holding SA in La Chaux-de-Fonds has a participation value of CHF 24.0 million.

2. LiabilitiesKomax Holding’s current account debt toward Komax AG was increased to CHF 26.0 million in fi scal 2005. This was due to the new acquisi-tions by Komax Holding AG and the additional fi nancial and participation loans granted to vari-ous subsidiaries. The current account debt will be used in 2006 to offset the dividend in respect of fi scal 2005.

Two bank loans for a total amount of CHF 16.5 mil-lion were also taken out in order to meet fi nancial requirements.

The self-fi nancing ratio fell as a result by 17.5 percentage points, from 94.0% in 2004 to 76.5% in fi scal 2005.

The reserves for treasury shares were increased from CHF 0.357 million in the previous year to CHF 3.796 million to refl ect holdings at December 31, 2005.

Income statement

3. IncomeThe dividend income of Komax Holding AG came from Komax AG (CHF 22.0 million), Komax Portu-gal and TTC AG.

The “Services to Group companies” item consists mainly of remuneration for management services rendered by the Group Management.

The “Financial income” item includes interest on loans granted to Group companies and realized gains from securities sales.

4. Expenditure“Administrative expenses” consist of costs charged for intra-Group services which accrued directly to Komax AG. Group services primarily comprise management services in the areas of marketing, distribution, fi nance and information technology.

Financial expenses contain interest on loans pay-able to third parties and Group companies as well as realized and valued exchange-rate losses. The Group’s interest expenses increased in fi s-cal 2005 due to the higher current account debt toward Komax AG. Due to the positive trend for the USD and EUR there were no exchange-rate losses, thereby contributing to the CHF 2.1 million reduction in fi nancial expenses in relation to the prior year.

5. TaxesThe taxes amounting to CHF 0.11 million con-sisted of provisioning for income, capital and withholding taxes.


Balance sheet

CHF 1,000 31.12.05 31.12.04

Assets Cash and cash equivalents 941 551Treasury shares 3,665 463Other receivables from third parties 971 147Other receivables from the Group 3,323 3,803Group fi nancial loans 11,839 9,527Accrued income / prepaid expenses 51 25Total current assets 20,790 14,516 Investments in subsidiaries 129,337 98,837Participation loans 17,292 7,292Group fi nancial loans 27,467 18,807Patents 1,468 1,873Total fi xed assets 175,564 126,809 Total assets 196,354 141,325

Liabilities and shareholders’ equity Other liabilities to third parties 152 140Other liabilities to the Group 25,999 8,200Accrued expenses / deferred income 77 119Provisions 471 26Total current liabilities 26,699 8,486 Third-party loans 16,500 0Group loans 3,000 0Total long-term liabilities 19,500 0 Total liabilities 46,199 8,486 Share capital 17,601 23,861Premium 28,195 26,672General statutory reserves 100 100Reserves for treasury shares 3,796 357Free reserves 77,583 63,023Retained earnings 827 442Profi t for the fi nancial year 22,053 18,384Total shareholders’ equity 150,155 132,839 Total liabilities and shareholders’ equity 196,354 141,325


Income statement

CHF 1,000 2005 2004

Dividend income 22,839 20,090Services to Group companies 1,951 3,094Financial income 2,333 2,210Total income 27,123 25,394 Administrative expenses 2,459 2,473Financial expenses 1,565 3,694Value adjustments and amortization 405 405Other expenditure 533 414Result of liquidation 0 -1Total expenditure 4,962 6,985 Profi t before tax 22,161 18,409 Tax 108 25 Profi t after tax 22,053 18,384


Notes to the 2005 fi nancial statements

1. Contingent liabilities

CHF 1,000 2005 2004

Joint liability for Group taxation value-added tax p.m. p.m.

Guarantees (in favour of subsidiaries) in EUR 24 2,200 in CHF 39,500 44,500 in USD 1,320 2,280 Total 40,844 48,980

2. Conditional capital

As at January 1, 2005, the conditional capital consisted of 368,594 registered shares each with a par value of CHF 7.501)

created for executive and employee share ownership schemes. At the General Meeting on May 17, 2005, a decision was taken not to increase the conditional share capital. 18,768 options were converted into shares in 2005.

Change in conditional share capital in 2005

Number of Par value1) Change in conditional conditional registered shares share capital

Opening amount as at January 1, 2005 368,594 CHF 7.50 CHF 2,764,455Reduction in conditional share capital as a result of conversion into registered shares in 2005 -18,768

Closing amount as at December 31, 2005 349,826 CHF 5.50 CHF 1,924,043

1) The General Meeting on May 17, 2005 decided to reduce the par value by CHF 2.00 to CHF 5.50. Payment was made on August 2, 2005.


3. Treasury shares

Change in 2005 01.01.05 Additions Disposals 31.12.05

Opening amount 4,121 Purchases (ø CHF 101.10 / share) 97,600 Sales (ø CHF 100.99 / share) 63,659 Closing amount 38,062 Total 4,121 97,600 63,659 38,062

Change in 2004 01.01.04 Additions Disposals 31.12.04

Opening amount 22,461 Purchases (ø CHF 86.70 / share) 63,696 Sales (ø CHF 89.76 / share) 82,036 Closing amount 4,121 Total 22,461 63,696 82,036 4,121

4. Major shareholders

at December 31, 2005 Shareholder / shareholder group No. of shares Interest

Max Koch, Meggen 337,401 10.5% Nordea Investment Funds S.A., Luxembourg 181,406 5.7%

at December 31, 2004 Shareholder / shareholder group No. of shares Interest

Max Koch, Meggen 338,770 10.6% Nordea Investment Funds S.A., Luxembourg 181,406 5.7%

There are no other items requiring disclosure under Sections 663b and 663c of the Swiss Code of Obliga-tions.


Direct and indirect equity participations as at December 31, 2005

Komax Holding AGDierikon LU, SwitzerlandPurpose: Holding of equity interestsListed on: SWXSwiss security ID code: 1070215Share capital: CHF 17,600,957Market capitalization: CHF 308,176,756

100%Komax Portuguesa S.A.S. Domingos de Rana, PortugalFounded: 1991Purpose: Engineering, production, salesOrdinary capital: EUR 1,500,000

100%Komax Comercial do Brasil Ltda. São Paulo, BrazilFounded: 1994Purpose: SalesOrdinary capital: BRL 200,000

100%Komax Maroc Sàrl. Casablanca, MoroccoFounded: 2001Purpose: SalesOrdinary capital: MAD 100,000

100%Komax AGDierikon LU, SwitzerlandFounded: 1978 Purpose: R & D, production, marketing, salesOrdinary capital: CHF 5,000,000

100%Komax Corp.2) Buffalo Grove, Illinois, USAFounded: 1980 Purpose: Sales Ordinary capital: USD 1,000,000

100%Komax Holding Corp. Buffalo Grove, Illinois, USAFounded: 1980 Purpose: Holding of equity interests Ordinary capital: USD 6,160,000

100%Technology Trading Company (TTC) Dierikon LU, SwitzerlandFounded: 1990Purpose: Patent managementOrdinary capital: CHF 100,000

100%Komax Deutschland GmbH Nuremberg, GermanyFounded: 1994Purpose: SalesOrdinary capital: EUR 400,000

100%Komax France Sàrl. Epinay-sur-Seine, FranceFounded: 1992Purpose: Engineering, production, marketing, salesOrdinary capital: EUR 1,500,000

100%Komax Systems AG Rotkreuz ZG, SwitzerlandAcquired: 1998Purpose: Engineering, production, marketing, salesOrdinary capital: CHF 13,000,000

100%Komax Systems Rockford Inc.2) Rockford, Illinois, USAAcquired: 2000Purpose: Engineering, production, marketing, salesOrdinary capital: USD 10,000

100%Komax Systems York Inc.2) York, Pennsylvania, USAAcquired: 2000Purpose: Engineering, production, marketing, salesOrdinary capital: USD 150


1) Consolidated by equity method.2) Subsidiaries of Komax Corp.3) Subsidiaries of Ismeca Automation Holding SA.

50% Joint VentureKomax Murata KK1)

Shizuoka-Shi, JapanFounded: 2002Purpose: Engineering, marketing, salesOrdinary capital: JPY 50,000,000

100%Sieba AG Rotkreuz ZG, SwitzerlandAcquired: 1998 Purpose: Holding of equity interests Ordinary capital: CHF 500,000

100%Komax Singapore Pte. Ltd. SingaporeFounded: 1994Purpose: SalesOrdinary capital: SGD 100,000

100%Komax SA Pty. Ltd.Port Elizabeth, South AfricaFounded: 2001Purpose: SalesOrdinary capital: ZAR 400,000

100%Komax Shanghai Co. Ltd.Shanghai, ChinaFounded: 2002Purpose: Production, salesOrdinary capital: CNY 1,668,000

100%Ismeca Automation Holding SALa Chaux-de-Fonds, SwitzerlandAcquired: 2005Purpose: Holding of equity interests Ordinary capital: CHF 1,400,000

100%Ismeca Europe Automation SA3)

La Chaux-de-Fonds, SwitzerlandAcquired: 2005Purpose: Engineering, production, marketing, salesOrdinary capital: CHF 500,000

100%Sigma AGStans, SwitzerlandAcquired: 2005Purpose: Engineering, production, marketing, salesOrdinary capital: CHF 250,000

100%Ismeca France Sàrl.3)

Châtillon-le-Duc, FranceAcquired: 2005Purpose: SalesOrdinary capital: EUR 40,000


Proposal for the appropriation of profi t

The Board of Directors proposes the following appropriation:

Par value reduction

The Board of Directors proposes that the General Meeting carry forward the entire balance sheet profi t and should not pay a dividend for 2005. Instead, the Board of Directors proposes that the General Meeting reduce the par value of each registered share by CHF 2.00 from the current CHF 5.50 (capital reduction). This would reduce the par value of each Komax registered share to CHF 3.50.

Proposal for the appropriation of profi t

CHF 31.12.05 31.12.04 Balance carried forward from previous years 826,773 442,428 Profi t for year 22,052,839 18,384,346 Total 22,879,612 18,826,774

CHF 31.12.05 31.12.04 Dividend 0 0 Allocation to free reserves 22,000,000 18,000,000 Profi t carried forward 879,612 826,774

Total 22,879,612 18,826,774


PricewaterhouseCoopers AG St.-Jakobs-Strasse 25Postfach 38774002 BaselTelephone +41 58 792 51 00Fax +41 58 792 51 10

Report of the statutory auditorsto the general meeting ofKomax Holding AGDierikon

As statutory auditors, we have audited the accounting records and the fi nancial statements (balance sheet, income statement and notes / pages 82 to 87) of Komax Holding AG for the year ended 31 December 2005.

These fi nancial statements are the responsibility of the board of directors. Our responsibility is to express an opinion on these fi nancial statements based on our audit. We confi rm that we meet the legal requirements concerning professional qualifi cation and independence.

Our audit was conducted in accordance with Swiss Auditing Standards, which require that an audit be planned and performed to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement. We have examined on a test basis evidence supporting the amounts and disclosures in the fi nancial statements. We have also assessed the accounting principles used, signifi cant estimates made and the overall fi nancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the accounting records and fi nancial statements and the proposed appropriation of available earnings comply with the law and the Swiss company’s articles of incorporation.

We recommend that the fi nancial statements submitted to you be approved.

PricewaterhouseCoopers AG

Dr. R. Gerber P. Seiler

Basel, 10 March 2006


Addresses

AngolaKomax PortuguesaPT-2785-034 S. Domingos de RanaPhone 00351/21 444 8480Fax 00351/21 444 [email protected]

ArgentinaEl Proveedor S.R.L. AR-Buenos AiresPhone 0054/11 476 136 07 Fax 0054/11 476 136 [email protected]

AustraliaSuba Engineering PTV. LTD. AU-2200 Bankstown N.S.W. Phone 0061/297 900 900Fax 0061/297 083 [email protected]

AustriaThonauer GmbH AT-1230 ViennaPhone 0043/1 804 28 710Fax 0043/1 804 28 [email protected]

BelarusJML Pro BY-220015 MinskPhone 00375/17 200 3423Fax 00375/17 200 0496 [email protected]

BelgiumSmans N.V. B-2300 TurnhoutPhone 0032/1442 4401Fax 0032/1442 [email protected]

BotswanaKomax SA (PTY) LTD. ZA-6055 Port ElizabethPhone 0027/41 364 0667Fax 0027/41 365 [email protected]

BrazilKomax Comercial do Brasil LTDA. BR-06444-110 Barueri / São PauloPhone 0055/11 4689 1112Fax 0055/11 4689 1221 [email protected]

BulgariaUnitek Elektrik SAN. VE TIC. LTD. STI. TR-34852 Kucukyali-Maltepe/IstanbulPhone 0090/216 518 9440Fax 0090/216 518 9436 [email protected]

CanadaKomax Corporation US-60089-4507 Buffalo Grove, IL Phone 001/847 537 6640Fax 001/847 537 [email protected]

ChinaShanghai Head Offi ceKomax Shanghai CO. LTD. CN-201108 ShanghaiPhone 0086/21 5442 5262Fax 0086/21 5442 5260 [email protected]

Beijing Offi cePhone 0086/10 6460 8191Fax 0086/10 6460 8174

Changchun Offi cePhone 0086/431 5533 726Fax 0086/431 5533 727

Guangzhou Offi cePhone 0086/20 8511 8018Fax 0086/20 3878 0400

CroatiaMikom D.O.O. HR-49247 Zlatar Bistrica HrvatskaPhone 00385/49 462 034Fax 00385/49 461 839 [email protected]

CzechiaKomax Deutschland GmbH DE-90449 NürnbergPhone 0049/911 32 49 50Fax 0049/911 32 49 550 [email protected]

DenmarkNikatek APS DK-3500 VaerlosePhone 0045/4448 3211Fax 0045/4448 [email protected]

EgyptSigma Group EG-11777 CairoPhone 0020/2644 7245Fax 0020/2642 [email protected]

EstoniaGammeter OU EE-76606 KeilaPhone 0037/2671 2251Fax 0037/2671 [email protected]

FinlandGammeter OY FI-33101 TamperePhone 00358/3380 2211Fax 00358/3380 [email protected]

FranceKomax France FR-93806 Epinay-sur-Seine Phone 0033/14 940 1313Fax 0033/14 940 [email protected] Komax France Division ARA FR-13106 RoussetPhone 0033/4 4229 1200Fax 0033/4 4229 [email protected] Germany Komax Deutschland GmbH DE-90449 Nürnberg Phone 0049/911 32 49 50Fax 0049/911 32 49 550 [email protected]

AAT Aston GmbH DE-90257 NürnbergPhone 0049/911 32 66 210Fax 0049/911 32 66 [email protected]

Great BritainContax LTD. GB-Hants PO15 5SJ Phone 0044/1489 88 58 08Fax 0044/1489 88 55 [email protected]

HungaryThonauer Kereskedelmi HU-1113 BudapestPhone 0036/1372 7700Fax 0036/1372 [email protected]

IndiaBergen Systems PVT. LTD. IN-122016 HaryanaPhone 0091/124 500 2888Fax 0091/124 500 [email protected]

IndonesiaKomax Singapore PTE. LTD. SG-368357 SingaporePhone 0065/6285 9713Fax 0065/6285 9714 [email protected]

IranContax Automation LTD. IR-TehranPhone 0098/21 88 70 44 90Fax 0098/21 88 70 24 [email protected] IrelandKinetic Electronics LTD. IE-Co. OffalyPhone 00353/506 20543Fax 00353/506 [email protected]

IsraelTamir Engineering & Development LTD. IL-49170 Petach-TiqvaPhone 00972/3922 9422Fax 00972/3922 [email protected]

ItalyCofi limacchine S.R.L. IT-20046 Biassono (MI)Phone 0039/039 232 41 25Fax 0039/039 232 21 45 info@cofi limacchine.it

JapanFama Komax KK JP-422-8071 Shizuoka-shiPhone 0081/54 283 9050Fax 0081/54 283 [email protected]

KoreaHansung Tech CO. LTD. ROK-463-828 Kyunggi-DoPhone 0082/31 781 3971 Fax 0082/31 781 [email protected]

LatviaGammeter OU EE-76606 KeilaPhone 0037/2671 2251Fax 0037/2671 [email protected]

LithuaniaJP International LT-2006 Vilnius Phone 0048/22 843 35 66Fax 0048/22 847 48 [email protected] LuxembourgSmans N.V. BE-2300 TurnhoutPhone 0032/1442 4401Fax 0032/1442 6072 [email protected]


MalaysiaKomax KL MY-58000 Kuala LumpurPhone 0060/37981 2662Fax 0060/37987 [email protected]

MexicoKomax Corporation US-79936 El Paso, Texas Phone 001/915 591 4551Fax 001/915 591 5868 [email protected]

MoroccoKomax Maroc MA-20800 MohammédiaPhone 00212/2330 5285Fax 00212/2330 [email protected]

NetherlandsSmans N.V. BE-2300 TurnhoutPhone 0032/1442 4401Fax 0032/1442 6072 [email protected]

New ZealandSuba Engineering PTV. LTD. AU-2200 Bankstown N.S.W. Phone 0061/297 900 900Fax 0061/297 083 [email protected]

NorwayAD-Contakt AB SE-17207 SundbybergPhone 0046/8445 3600Fax 0046/8445 3610 [email protected] PhilippinesNeuftech Philippines INC. PH-4027 Calamba LagunaPhone 0063/49 545 4056Fax 0063/49 545 [email protected]

PolandJP International PL-02-743 WarszawaPhone 0048/22 843 35 66Fax 0048/22 847 48 [email protected]

PortugalKomax PortuguesaPT-2785-034 S. Domingos de RanaPhone 00351/21 444 8480Fax 00351/21 444 [email protected]

RomaniaSC Thonauer Automatic S.R.L. RO-040151 BucurestiPhone 0040/21335 5654 Fax 0040/21336 [email protected]

RussiaConnectors & Engineering RU-111116 MoscowPhone 007/495 967 1560Fax 007/495 967 [email protected]

Serbia MontenegroMikom D.O.O. HR-49247 Zlatar Bistrica HrvatskaPhone 00385/49 462 034Fax 00385/49 461 839 [email protected]

SingaporeKomax Singapore PTE. LTD. SG-368357 Singapore Phone 0065/6285 9713Fax 0065/6285 [email protected] SlovakiaThonauer SPOL S.R.O. SK-81339 BratislavaPhone 00421/2527 33664Fax 00421/2527 [email protected]

SloveniaMikom-si D.O.O. SI-3320 VelenjePhone 00386/3 8919 310Fax 00386/3 8919 311 [email protected]

South AfricaKomax SA (PTY) LTD. ZA-6055 Port ElizabethPhone 0027/41 364 0667Fax 0027/41 365 [email protected]

SpainEstanfl ux S.A. ES-08027 BarcelonaPhone 0034/9 3351 6151Fax 0034/9 3352 3845comercial@estanfl ux.es

SwedenAD-Contakt AB SE-17207 SundbybergPhone 0046/8445 3600Fax 0046/8445 3610 [email protected]

SwitzerlandKomax AG CH-6036 DierikonPhone 0041/41 455 04 55 Fax 0041/41 450 42 [email protected]

Komax Systems AG CH-6343 RotkreuzPhone 0041/41 799 45 00Fax 0041/41 799 45 [email protected] Ismeca Automation SACH-2300 La Chaux-de-FondsPhone 0041/32 925 71 11Fax 0041/32 925 71 [email protected]

Sigma AGCH-6371 StansPhone 0041/41 619 88 00Fax 0041/41 619 99 [email protected]

TaiwanChain Year Industr. CORP. RC-221 Taipei HsienPhone 00886/22 691 3568Fax 00886/22 691 [email protected]

ThailandDiethelm & CO. LTD. TH-10310 BangkokPhone 0066/2254 4900Fax 0066/2652 9417 [email protected]

TunisiaReemi TN-2000 BardoPhone 00216/71 222 811Fax 00216/71 220 [email protected]

TurkeyUnitek Elektrik SAN. VE TIC. LTD. STI. TR-34852 Kucukyali-Maltepe/ IstanbulPhone 0090/216 518 9440Fax 0090/216 518 9436 [email protected] USAKomax Corporation US-60089-4507 Buffalo Grove, IL Phone 001/847 537 6640Fax 001/847 537 [email protected]

Komax Systems Rockford Inc.US-61109 Rockford, ILPhone 001/815 229 3800Fax 001/815 229 [email protected]

Komax Systems York Inc.US-17403 York, PAPhone 001/717 428 0994Fax 001/717 428 [email protected]

VietnamHo Chi Minh CityDiethelm & CO. LTD. VN-Ho Chi Minh CityPhone 0084/8 5121 334Fax 0084/8 5121 335 [email protected]

Hanoi CityDiethelm & CO. LTD. VN-HanoiPhone 0084/4 9424 725Fax 0084/4 9424 730 [email protected]

All Other CountriesKomax AG CH-6036 DierikonPhone 0041/41 455 04 55Fax 0041/41 450 42 66 [email protected]


Komax Holding AGIndustriestrasse 6CH-6036 Dierikon/LuzernTelephone 0041 41 455 04 55Fax 0041 41 450 15 79www.komaxgroup.com

Contact for shareholders, analysts and media:Dominik SlappnigHead of Investor Relations and Corporate Communications Komax Holding AGTelephone 0041 41 455 06 16Fax 0041 41 450 10 [email protected]

Contact


Forward-looking statementsThe present Annual Report contains forward-looking statements in relation to Komax, which are based on current assumptions and expectations. Unforeseeable events and developments could cause actual results to differ materially from those anticipated. Ex-amples include: changes in the economic and legal environment, the outcome of legal disputes, exchange-rate fl uctuations, unex-pected market behaviour on the part of our competitors, negative publicity and the departure of management-level employees. The forward-looking statements are pure assumptions, made on the basis of information that is currently available.

This Annual Report is available in English and German. The original German-language version is binding.

ImprintPublished by Komax Holding AG, Dierikon/LucerneConcept and editing by Zoebeli Communications AG, BerneGraphic design by Oliver Slappnig, HerrenschwandenIllustrations by Peter Marthaler, BernePhotographs by Christoph Grünig, BielPrinted by Famo AG, Alpnach Dorf

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