Annual Report 2014 · Cicor Technologies Ltd. Route de l’Europe 8 2017 Boudry Switzerland Annual Report 2014 Innovation for success

Cicor Technologies Ltd.Route de l’Europe 82017 BoudrySwitzerlandwww.cicor.com

Annual Report 2014

Innovation for success

“Thanks to the close collaboration with our customers and our technological expertise, we have the capability to develop pioneering applications.”

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Cicor | Annual Report 2014 | At a Glance

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New sensor technology for portable cell analysis

The reliable determination of pollen quality is a key success factor in the seed production process. Scientific research shows a clear correlation between the vitality of pollen used for pollination and the size of the fruit or the seed yield obtained. External factors, such as light, rain, temperature or chemical agents, may heavily influence pollen viability. It is therefore not surprising that this novel technique of efficiently and reproducibly measuring pollen quality will play an important role in the future.

In collaboration with Cicor, Amphasys AG has developed a labonchip technology that enables a wide range of cells to be analyzed, including pollen, bacteria and algae, as well as plant and animal cells. The method can also be applied to the analysis of human cells such as blood or cancer cells. This new, thinfilmbased sensor technology makes it possible to not only count cells, but also to determine their size, shape and vitality. The Cicor Group produces the thinfilmbased microfluidic chip with microelectrodes.

The device, which is about the size of a coffee machine, enables analyses to be conducted anywhere at any time, making it a highperformance instrument that will advance cell biology and optimize production processes.

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Contents

At a glance

3 Highlights 4 Key figures 6 Profile 8 The Cicor Group 10 Cicor Technologies Ltd. shares 11 Agenda, communication

Key statements

12 Board of Directors 13 Report of the Chairman and the CEO 18 Electronic Solutions Division 19 Advanced Microelectronics & Substrates Division

21 Corporate governance

33 Remuneration report

Financial report

39 Consolidated financial statements of the Cicor Technologies Group78 Financial statements of Cicor Technologies Ltd.

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At a glance

3 Highlights 4 Key figures 6 Profile 8 The Cicor Group 10 Cicor Technologies Ltd. shares 11 Agenda, communication

Key statements

12 Board of Directors 13 Report of the Chairman and the CEO 18 Electronic Solutions Division 19 Advanced Microelectronics & Substrates Division

21 Corporate governance

33 Remuneration report

Financial report

39 Consolidated financial statements of the Cicor Technologies Group78 Financial statements of Cicor Technologies Ltd.

Highlights

Further growthIn 2014, the Cicor Group increased its sales by 6.3 % to CHF 202.5 million and gained further market share.

Growth in medical, industrial and automotive & transport sectorsThe share in sales generated by the three core segments continued to grow in 2014, proving that the Cicor Group is ideally positioned to meet the exacting demands of customers in these market segments.

Cicor wins DeviceMed Award 2014Cicor was awarded the DeviceMed Award in the Outsourcing Partner category at November’s CompaMed 2014.

Profitability continues to riseEBITDA amounted to CHF 19.8 million in 2014, an increase of 12.6 % compared with 2013. Net profit for the 2014 financial year was CHF 6.2 million (2013: CHF 4.5 million).

Further growth of the Group secured through new financing of CHF 65 millionAgreed in December 2014, financing of CHF 65 million increases the Group’s financial flexibility and confirms the Cicor Group’s improved reputation on the market.

Expanding the technological leadershipIn 2014, the Cicor Group invested a total of CHF 10.6 million in cuttingedge infrastructure, and it also consolidated the leadership position it seeks to occupy in technologyintensive market segments. Innovation InsightsThe Innovation Insights symposia set up by the Cicor Group provide experts with a platform to exchange insights and discuss the latest trends and developments in different areas of technology, markets and industries.

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Sales by industry

20142013

9%

9%

27%

28%

11%

12%

4%

8%10%

25%

28%

9%

15%

5%

20142013

39%

36%

17%

7%

39%

37%

19%

1%

5% 0%

Sales by destination

Aerospace and defense

Communication

Industry

Medical

Automotive and transport

Watches and consumer

Other

Switzerland

Europe

Asia

North America

Other

Key figures

in CHF 1 000 unless otherwise specified 2011 in %2012

restated in % 2013 in % 2014 in %

Net sales 178 678 100.0 % 176 016 100.0 % 190 453 100.0 % 202 458 100.0 % Changed compared to previous year (%) –2.3 % –1.5 % 8.2 % 6.3 % EBITDA before restructuring costs 10 007 5.6 % 15 323 8.7 % 17 604 9.2 % 19 827 9.8 % Change compared to previous year (%) –24.0 % 53.1 % 14.9 % 12.6 % EBIT before restructuring costs 2 318 1.3 % 7 301 4.1 % 8 512 4.5 % 9 584 4.7 % Restructuring costs –4 651 –2.6 % – 0.0 % – 0.0 % – 0.0 % Operating profit (EBIT) –2 333 –1.3 % 7 301 4.1 % 8 512 4.5 % 9 584 4.7 % Earnings before taxes (EBT) –4 950 –2.8 % 5 057 2.9 % 5 816 3.1 % 7 958 3.9 % Income taxes 2 534 1.4 % 1 081 0.6 % –1 272 –0.7 % –1 756 –0.9 % Net profit/(loss) –2 416 –1.4 % 6 138 3.5 % 4 544 2.4 % 6 202 3.1 % Earnings per share –0.80 2.28 1.58 2.11

Number of employees (FTEs at end of period) 1 372 1 512 1 912 1 852

Division results 2011 in %2012

restated in % 2013 in% 2014 in%

AMS Division– Sales 65 010 100.0 % 63 282 100.0 % 59 095 100.0 % 56 934 100.0 % – EBITDA before restructuring 5 088 7.8 % 7 214 11.4 % 7 740 13.1 % 8 031 14.1 %

ES Division – Sales 113 818 100.0 % 112 872 100.0 % 131 405 100.0 % 145 662 100.0 % – EBITDA before restructuring 7 175 6.3 % 9 888 8.8 % 12 018 9.1 % 13 676 9.4 %

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Net sales by Division and EBITDA margin before restructuring

Net sales

Net Sales AMS

Net Sales ES

EBITDA margin

before restructuring2011 2012

restated2013

240,0

.

200,0

180.0

160,0

140.0

120,0

100.0

80,0

60.0

40,0

20.0

0,0

in Mio. CHF

12.0 %

11.0 %

10.0 %

9.0 %

8.0 %

7.0 %

6.0 %

5.0 %

4.0 %

3.0 %

2.0 %

1.0 %

0.0 %

in %

2014

in CHF 1 000 unless otherwise specified 31.12.2011 in %31.12.2012

restated in % 31.12.2013 in % 31.12.2014 in %

Non-current assets 120 481 59.5 % 129 400 61.2 % 135 777 60.0 % 137 293 59.1 % Current assets 81 967 40.5 % 82 207 38.8 % 90 522 40.0 % 95 015 40.9 % Total assets 202 448 100.0 % 211 607 100.0 % 226 299 100.0 % 232 308 100.0 % Equity 119 604 59.1 % 120 390 56.9 % 125 853 55.6 % 125 602 54.1 %

Financial liabilities 32 299 16.0 % 33 013 15.6 % 43 590 19.3 % 38 239 16.5 % Cash and cash equivalents 18 286 9.0 % 16 756 7.9 % 15 369 6.8 % 17 006 7.3 % Net debt 14 013 6.9 % 16 257 7.7 % 28 221 12.5 % 21 233 9.1 % Gearing ratio (net debt in % of equity) 11.7 % 13.5 % 22.4 % 16.9 %

Inventories 33 805 16.7 % 35 229 16.6 % 40 893 18.1 % 42 127 18.1 % Trade receivables 23 419 11.6 % 26 007 12.3 % 29 553 13.1 % 30 869 13.3 % Trade payables –17 927 –8.9 % –20 470 –9.7 % –21 037 –9.3 % –23 658 –10.2 % Net working capital 39 297 19.4 % 40 766 19.3 % 49 409 21.8 % 49 338 21.2 % in % of sales 22.0 % 23.2 % 25.9 % 24.4 %

Capex in tangible assets 8 033 13 168 15 293 10 618in % of sales 4.5 % 7.5 % 8.0 % 5.2 %

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Global footprint

Cicor is a globally active group of leading companies in the electronics industry. It is organized into two Divisions: Advanced Microelectronics & Substrates (AMS) and Electronic Solutions (ES). The Group’s companies provide complete outsourcing services and a broad range of technologies for the manufacture of highly complex PCBs, 3DMID solutions, hybrids and electronic modules. With 1,852 employees at 11 production sites worldwide, the Group supplies highquality custommade solutions to its clients in Europe, America and Asia.

Profile

Presence Production sites

Switzerland Bronschhofen, Boudry, Moudon, WangsGermany Radeberg, UlmRomania AradChina SuzhouVietnam Province of Binh DuongSingapore SingaporeIndonesia Batam

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The Cicor Group

Compelling solutions

Electronics play an important part in most areas of our lives. Technology is steadily improving thanks to continuing innovations, and many devices have now evolved into everyday helpers we would not want to go without. Design and lifestyle aspects certainly play their part, and applications are optimized to deliver maximum benefits. Computerassisted traffic control systems help us every day by guiding steadily increasing traffic, while onboard computers assist us inside our cars. Smart living – networked household appliances, home automation and multimedia devices – increases both our comfort and security. Mobile payment systems, car connectivity, Internetenabled electronic devices – the list of new developments is long.

In medical technology, innovations are improving patients’ treatment and quality of life. The use of microelectronics in proton therapy is becoming ever more important in the battle against cancer. Aviation and space flight would be impossible without electronics. Microelectronics play a vital part in satellite research projects. Globalization and the unrelenting evolution of information and communication technologies are opening new avenues for collaboration. Companies that focus on their core business and make effective use of external specialists can secure a competitive edge through operational and strategic partnerships.

Cicor is a solutions provider with worldwide operations and a unique portfolio of services and technologies. The latest discoveries combined with many years of experience, stateoftheart technologies and exceptional expertise make Cicor a dependable and innovative partner in the development and production of compelling solutions in the area of electronics.

Electronic Solutions

Innovative technological solutions in the area of electronics

The Electronic Solutions Division is an internationally active fullservice provider offering a wide range of production options for PCB assembly, system assembly, box building, control cabinet construction, cable assembly, toolmaking and injection molding. Its offering comprises outsourcing solutions for the development and manufacture of electronic PCBAs as well as complete devices and systems. Its global operations and production sites in Switzerland, Romania and Asia (Singapore, Vietnam, Indonesia and China) enable the company to exploit synergies and offer solutions based on extensive knowhow.

Markets• Medical technology• Security equipment• Traffic and transport technology• Automotive• Industrial• Consumer• Communication• Building automation

Competencies and services• Development• Test engineering• Industrialization• Production• Aftersales service

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Applications• Defibrillators• Lung ventilators• Breast pumps• Shockwave therapy equipment• Electronic dosing systems for selfmedication• Endoscopy capsules• Lineofsight radio devices• Security access systems• Audiovisual systems for vehicles• Cable harnesses for vehicles• Data recording systems• Signal control systems• Door sensors• Measuring and regulating equipment• Humanmachine interfaces• Process monitoring equipment• Sensors and sensor control systems• Machine controls• Sewing machines and embroidery systems• Telecommunication devices

Advanced Microelectronics & Substrates

Technological leadership through innovation

As a leading manufacturer of sophisticated microelectronics and highquality substrates, the Advanced Microelectronics & Substrates (AMS) Division offers a broad range of products and services of the highest standards. The microelectronics area offers stateoftheart assembly and interconnect technologies as well as packaging technologies, while the manufacture of highly complex rigid, rigidflex and flex circuit boards and thin and thickfilm interconnect devices is the offering of the substrate area. In close collaboration with customers and partners, the Advanced Microelectronics & Substrates Division develops and produces sophisticated products from prototype to largescale production and guarantees a high degree of process stability, stateoftheart production facilities, consistent quality and absolute delivery reliability.

Markets• Medical• Diagnostics• Sensors and biosensors• Optoelectronics• Industrial• Telecommunication• Aerospace / defense• Automotive• Watchmaking Competencies and services• Highly specialized technologies for thinfilm and thickfilm

substrates• Full range of construction and connection technologies• Rapid prototype construction• Delivery of tested and certified PCBAs

Applications• Communications and radar technology• Radio communications networks, HF equipment• Navigation systems• Satellite technology• Avionics• Position sensors• Building detectors• Camera systems• Laser printers• Optical sensors• Particle detectors• Security systems in nuclear power stations• Control assemblies in the energy sector and solar power

technology• Airbag igniters• Medical implants (cochlear and retina implants)• Pacemakers and defibrillators• Medical sensors (intraocular pressure, respiratory

gas, blood pressure sensors)• Ventilator systems• Hearing aids• Insulin pumps• Catheters• Endoscopes• Diagnostic imaging equipment• Ultrasound devices

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The Cicor Technologies Ltd. Shares

Number of shares Number of shares as at 31 December 2010 2011 2012 2013 2014

Share capital 28 286 790 28 659 240 28 764 240 28 805 080 28 920 920 Number of registered shares issued 2 828 679 2 865 924 2 876 424 2 880 508 2 892 092 par value of registered shares (in CHF) 10.00 10.00 10.00 10.00 10.00 Of which treasury shares 427 418 1 500 1 500 1 500 Number of outstanding registered shares 2 828 252 2 865 506 2 874 924 2 879 008 2 890 592

Key figures per shares Key figures as at 31 December 2010 2011 2012 restated 2013 2014

Profit/loss per share (in CHF) –0.02 –0.80 2.28 1.58 2.11Equity capital per share (in CHF) 42.16 41.55 41.81 43.65 43.36Gross dividend (in CHF) * – – – 862 477 866 278*Distribution from capital contribution reserves

Share price Stock market price in CHF per share 2010 2011 2012 2013 2014

High 41.65 54.50 36.40 37.00 38.90Low 29.35 29.00 24.00 25.55 31.60Yearend 40.00 33.80 29.00 34.50 35.55Average number of shares traded per day 3 006 4 092 3 336 3 826 3 344Market capitalization at yearend (in CHF 1 000) 113 130 96 854 83 373 99 326 102 761 The registered shares of Cicor Technologies Ltd. are traded on the main segment on the SIX Swiss Exchange in Zurich. Securities symbol: CICN/sec. no.: 870 219/ISIN Code CH0008702190/Bloomberg: CICN SW/Reuters: CICN.S

40

35

30

25

20

In CH

F

Jan. Mar. May Jul. Sept. Nov. 2014

VolumeLast Price

Numbe

r of s

hares

50000

40000

30000

20000

10000

0

Share price performance

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Agenda, Communication

Major shareholders

The following shareholders, known to Cicor Technologies Ltd. from its share register and from published disclosures of shareholdings in the Swiss Official Gazette of Commerce, each held more than 3 % of the total share capital as at 31 December 2014:

HEB Swiss Investment AG 29.33 % ARGOS Funds ARGONAUT FUND 5.01 % Escatec Holdings Ltd. 4.88 % Free float (gemäss SIX Swiss Exchange) 60.78 %

Overview of shareholders as per share register as at 31 December 2014

Shares entered in the Register 1 993 998Shareholders entered in the Register 1 061Shareholders with 1–1,000 shares 943Shareholders with 1,001–10,000 shares 102Shareholders with over 10,001 shares 16

Dividend policy

Cicor Technologies generally pursues a conservative dividend policy aimed at increasing the value of the company. The Board of Directors proposes dividend payments in line with the business’s longterm and sustainable development, taking into account investments to be made into growth and the further development of the Group.

Agenda

Financial calendarAnnual Shareholders’ Meeting: Thursday, 23 April 2015Halfyear report 2015: Thursday, 19 August 2015Annual report 2015: March 2016

Communication

Cicor Technologies Ltd. follows an open and transparent information policy in the interests of its shareholders and the general public. In its periodic and ad hoc reporting, the company is committed to equal treatment in terms of timing and content of all shareholders and members of the public who take an interest in the company’s business. The Group informs its shareholders, the media, financial analysts and other interested parties through the following publications and communication instruments: annual report, halfyear report, investor and media presentations, and press releases. Pricesensitive events are published on an ad hoc basis. Additional information about Cicor Technologies Ltd. and its subsidiaries can be found on the Group’s website at www.cicor.com. The company can be contacted at any time at [email protected] or [email protected]. Interested parties can also sign up to a mailing list on the website to receive all new press releases immediately.

Contact addressCicor Technologies Ltd.c/o Cicor Management AGLeutschenbachstrasse 958050 Zurich, SwitzerlandPhone +41 43 811 44 05www.cicor.com [email protected]

Cicor | Annual Report 2014 | Key Statements

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Board of Directors


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Dear Shareholders

In the 2014 financial year, Cicor Group proved its implementation skills and achieved its annual targets, such as acquiring important new customers and gaining additional market share. The integration of the Asia Division into the ES Division in 2014 further strengthened the successful collaboration between the two Divisions as well as their common market presence. The integration was well received by customers around the world. Over the past year, the AMS Division’s technology roadmap was aligned even more closely with the technological challenges of customer applications: an important step in securing the Division’s future growth. AMS technology experts are now more and more frequently involved in development efforts on the customer’s side. Cicor’s proven ability to work in close collaboration with its customers to develop new products and manufacture them in an economically viable way remains a significant competitive advantage.

The Cicor Group can look back on a successful 2014, a year marked by further growth and a further improve-ment in results. The changes to the Group’s structure implemented at the start of the year proved to be cor-rect and were crucial to further strengthening the business in Switzerland and abroad. The Cicor Group faced very different developments in its sales markets in 2014, but it was nevertheless possible to gain marketshare. The Advanced Microelectronics & Substrates (AMS) Division continued to contend with challenging conditions in some of its core markets. The Electronic Solutions (ES) Division, which is geared toward global business, enjoyed strong demand in all regions. The higher turnover also lead to improved results. Net profit came in at a high figure. Despite substantial investment, Cicor achieved a solid positive free cash flow. The fi-nancing of CHF 65 million agreed in December 2014 increases the Cicor Group’s financial flexibility and con-firms that the Cicor Group’s reputation in the market has improved considerably thanks to its good operation-al performance since 2012. Based on a good year-end result and a solid balance sheet, the Board of Directors will propose a 20% higher dividend per share to the Annual Shareholders’ Meeting.

Report of the Chairman and the CEO

Antoine Kohler (Chairman), Hans Knöpfel, Andreas Dill, Robert Demuth, Heinrich J. Essing (Vice Chairman)


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Further increase in sales

Conditions in the Group’s sales markets were generally good in2014, although they deteriorated slightly in the fourth quarterin line with a global macroeconomic slowdown in growth. Nevertheless, net sales in Swiss francs rose to CHF 202.5 million in 2014 (2013: CHF 190.5 million), which represents significantly greater growth, at 6.3% than the overall market. In local currencies, sales increased by 7.4%. Cicor again gained market share and further consolidated its leading position, with particularly strong growth recorded in the Asia region and at its Romanian site. The Swiss Bronschhofen site also experienced solid growth, underscoring the importance of Switzerland as a business hub for Cicor.

Particularly noteworthy growth was achieved by the automotive and transport segment, whose share in sales rose from 9% in 2013 to 11% in 2014. The automotive and transport segment will be one of the focal areas in 2015, together with the medical and industrial segments, which continue to be strong thanks to continuously rising demand for engineering support and expertise in the design and launch of products. Car manufacturers are using more and more electronic components in their vehicles, with electronic components already making up about 20–30% of the production costs of a car. In hybrid electric vehicles (HEV), electronic components account for as much as 50% of production costs.

The primary reason for the rapid increase in the number of electronic components in vehicles is the crucial role electronics play in the development of optimum technological solutions for enhancing the driving experience, improving safety, reducing the ecological impact and increasing operational reliability. Due to the challenging nature of maintaining certifications, the necessary stateoftheart production facilities and ever more complex supply chain operations, outsourcing will remain high on the agenda for many original equipment manufacturers (OEMs) across all market segments.

Net sales in the ES Division rose 10.9 % to CHF 145.7 million as the Division’s companies benefited from the persistent trend toward outsourcing. Many OEMs require a partner that can offer the entire range of product life cycle management services. This opens up market opportunities for companies like Cicor which have the relevant development, technology and product expertise. Increasingly complex products are pushing the manufacturing industry into ever higher specialization, which provides Cicor with great opportunities as requirements for suppliers move from pure contract manufacturing services to higher product and process responsibility.


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At CHF 56.9 million, sales in the AMS Division were 3.7% lower in 2014 than in 2013. The relative weakness in sales in the first half of the year could not be compensated for in the second half. Nevertheless, business stabilized in the second half of the year and developed better than in the first six months. Orders for the watchmaking industry in particular had a positive impact on performance, albeit to a lesser extent overall than in the 2013 financial year. As a result, the share in sales of the watch and consumer segment continued to shrink, to 12 % (2013: 15%; 2012: 20%).

Good order backlog at the end of the year

As previously mentioned, the company again placed a particular focus on the acquisition of new customers in 2014. The successful acquisition of new, international customers in 2014 proves that the Cicor Group set the right priorities over the past two years and that the market has acknowledged its more precise positioning. Order intake in Swiss francs for 2014 was 3.4% lower yearonyear, at CHF 194.7 million (2013: CHF 201.7 million), primarily as the result of a timing effect in relation to a major contract worth close to CHF 10 million that was won in December 2014 and will be booked in 2015 only. In local currencies, order intake was down 2.5% yearonyear. Despite the drop in order intake, the Group had a good order backlog at the end of 2014, comprising a supply volume of CHF 115.2 million from 2015 onwards. The Cicor Group entities in Switzerland reported higher yearend order backlogs than in 2013, a positive sign for Switzerland’s importance as a business location.

Higher results

As in the 2013 financial year, Cicor’s earning power grew disproportionately to its sales in 2014. Operating profit before interest and taxes (EBIT) was up yearonyear, with net profit significantly higher than in 2013. The operating result (EBIT) amoun ted to CHF 9.6 million, or 4.7%, of net sales (2013: CHF 8.5 million or 4.5%). EBIT was positive in all Divisions. EBITDA climbed 12.6% to CHF 19.8 million (2013: CHF 17.6 million), while the EBITDA margin rose to 9.8% (2013: 9.2%) of net sales. At CHF 8.0 million, profit before taxes was 36.8% higher in 2014 (2013: CHF 5.8 million). Net profit for the 2014 financial year was a good CHF 6.2 million (2013: CHF 4.5 million).

Several factors played a part in the Cicor Group achieving these higher results, including substantial investment in new technologies as well as the strengthening of sales and marketing. In addition, the Group’s organization was streamlined in early 2014 in order to better address its key markets. The new, more efficient organization enables great proximity to customers, improves the company’s effectiveness in its global market development efforts and creates shorter decisionmaking paths. In 2014, too, the great cost awareness of all Cicor employees again contributed to the company’s success.


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Expansion of technological leadership

The Cicor Group’s business is highly technology based and involves the operation of lots of complex and costly equipment and processes. Investing in cuttingedge infrastructure paves the way to positioning Cicor as an attractive player on the outsourcing market and adopting a leading position in technologyintensive market segments. It is also a crucial part in exploiting existing energy and costsaving opportunities.

In 2014, the Cicor Group made investments worth a total of CHF 10.6 million (2013: CHF 15.3 million), a significant portion of which was directed toward the renewal and modernization of production facilities in all regions. One investment worth mentioning is the acquisition of a stateoftheart laser direct imaging (LDI) system for the Boudry site, which enables line spacing of less than 20µm as well as shorter lead times. There are only two of these latestgeneration LDI systems in the world right now, including the one at Cicor. Thanks to this and other investments, Cicor continues to consolidate its technological leadership.

Excellent free cash flow and new financing improve financial flexibility

At CHF 49.3 million, net working capital at the end of 2014 was practically on a par with 2013, despite the good business development and higher sales. At 54.1%, the equity ratio remained solid (2013: 55.6%). Net debt was reduced significantly, from CHF 28.2 million as at 31 December 2013 to CHF 21.2 million as at 31 December 2014, while an excellent free cash flow of CHF 8.0 million was achieved in spite of the growth and investment in 2014. In December 2014, Cicor also signed a syndicated financing agreement with a credit facility of CHF 65 million to secure the Group’s longterm financial flexibility and future growth. This financing agreement replaces the loan agreement for CHF 45 million signed in February 2012 that expired in early 2015.

Personnel changes

There were no personnel changes in Cicor’s Group Management in 2014. All members of the Board of Directors were reelected at the Annual Shareholders’ Meeting on 24 April 2014; the Board thus remained unchanged in the period under review.

Higher dividend payment

Based on the very healthy balance sheet and results achieved in 2014, the shareholder dividend is to be increased. The Board of Directors will therefore propose a 20% increase in the dividend from CHF 0.30 to CHF 0.36 per share to the Annual Shareholders’ Meeting on 23 April 2015.


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Outlook: Challenges in the 2015 financial year

In the past three years, Cicor intensively invested in expanding its global footprint and production capacities abroad. This global strategy has enabled Cicor to significantly reduce its dependence on the Swiss franc since 2011. In 2011, Cicor invoiced 51% of its sales in Swiss francs. By 2014, the proportion of sales invoiced in Swiss francs had been reduced to 25%. The proportion of costs in Swiss francs also fell to around 34% of sales in 2014 (2013: 53%).

As the exchange rate development since the beginning of 2015 will negatively impact the competitiveness of some of Cicor’s customer groups, it is difficult to make reasonable predictions for the sales and results of the Cicor Group in 2015. The Cicor Group will do everything in its power in 2015 to confirm the positive performance of the last two years in spite of the strong currencyrelated headwinds.

On behalf of the Board of Directors and Management Team, we would like to thank all those who helped make 2014 a successful year: Our employees for their great commitment, our customers for their loyalty and our shareholders and business partners for their confidence.

Antoine Kohler Patric SchochChairman of the Board of Directors Acting CEO/CFO


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Electronic Solutions Division

2014 in brief: On course for growth

The Electronic Solutions (ES) Division confirmed its good results for the first half of the year and posted a higher sales and operating result for the year as a whole compared with the prioryear period. Customer projects generating high sales, mainly in the medical, industrial and the automotive and transport segments, enabled gains in market share. The strong trend toward more development services provided by electronic manufacturing services (EMS) providers continued throughout the year. Aside from pure development services in relation to hardware, the Division also experienced an increase in demand for softwarerelated development services of all kinds. This enabled it to generate net sales of CHF 145.7 million in the 2014 financial year, an increase of 10.9% compared with the previous year (2013: CHF 131.4 million). The winning of a major contract from the Kärcher Group for the full production of PCBAs in high pressure cleaners, under which the ES Division is to oversee the entire manufacturing process for the control systems, from toolmaking, plastic injection molding and the manufacture of electronic components to assembly, perfectly highlights the ES Division’s competence and experience.

The average material component in goods produced continued to grow in 2014, which is an indication of the rising complexity of the PCBAs and components assembled at the ES Division sites as part of customer projects. EBIT profitability remained high, at 6.4% (2013: 6.5%), again exceeding the Division’s selfimposed target of 5%. Absolute EBIT was higher yearonyear and amounted to CHF 9.3 million (2013: CHF 8.5 million). EBITDA also increased, from CHF 12.0 million in 2013 to CHF 13.7 million in 2014.

Market environment: Trend toward the strategic outsourcing of production

The fact that, in 2014, the ES Division again won new customers considering outsourcing for strategic reasons for the first time was very pleasing. The outsourcing trend could be felt in practically all market segments. Customers of the ES Division expect topquality production processes and individual test strategies with reliable test concepts. In addition, original equipment manufacturers’ innovation cycles are becoming increasingly short, which has a great impact on timetomarket targets. As a result, many companies are considering a strategic outsourcing of their production and moving away from previous tactical outsourcing solutions for peak sales periods. Further strengthening the services on offer, such as engineering and test engineering, was therefore crucial, as they will remain a vital element in the ES Division’s portfolio in the future.

Outlook: Opportunities and risks

With competition continuing to grow, more companies will have to ask themselves whether they want to make or buy. At the same time, customers who have been using outsourcing services for some time will increasingly require complete devices and systems to be manufactured due to the total cost of ownership. This means the ES Division will face the increasingly difficult task of rapidly reacting to customers’ growing demands, e.g. by prefinancing material, without losing sight of the risks to further economic development. The strength of the Swiss franc and the related increase in production costs in Switzerland may impede growth in the business with customers in Switzerland. This must be compensated by additional business in the Cicor companies abroad.


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Advanced Microelectronics & Substrates Division

2014 in brief: Varying market segment performance

The performance of the Advanced Microelectronics & Substrates (AMS) Division’s different market segments varied widely in the past financial year. Sales in the aerospace, defense and nuclear energy segments remained low, with demand in the watchmaking sector declining compared with 2013. The medical and industrial segments performed better, as the combination of the existing technologies of the former Printed Circuit Boards (PCB) and Microelectronics (ME) Divisions as of early 2014 enabled the AMS Division to generate higher sales.

For the year as a whole, sales in the AMS Division declined by 3.7% to CHF 56.9 million (2013: CHF 59.1 million), which was due in no small part to the expiry of a framework agreement with a major customer in the microelectronics field. Rising demand from practically all market segments enabled the Division to outperform the first six months by 4.4% in the second half of the year, as planned. This resulted in a positive operating result (EBIT) of CHF 2.2 million (2013: CHF 2.2 million) and EBITDA of CHF 8.0 million (2013: CHF 7.7 million). The expected improvement in sales and EBIT for the second half of the year over the first six months could thus be realized.

Market environment: Focus on high-end

The Division’s market strategy, which is geared toward technological highend applications, was pursued resolutely, as in previous years. By focusing on technology and innovation, the Division is able to differentiate itself from the Asian mass competition. Demand for highquality circuit boards and circuits in the industrial and medical market segments prompted additional investment in stateoftheart production facilities and systems. One key focus for 2015 will be offsetting the reduced demand from certain customers in 2014 with new business.

Growth in industrial applications is expected to intensify, though, based on the development of industrial automation applications and the Internet of things (IoT) or machinetomachine communication. The AMS Division’s existing, pioneering technologies for its core medical and healthcare businesses will remain a mainstay in future.

Outlook: Gradual improvement in profitability

The implemented strengthening of the sales organization in the second half of 2014 will soon begin to bear fruit. Feedback on sales activities has been positive and confirms the route taken. However, returning the Division to earlier levels of profitability will require the Division to reattain steady sales growth. The focus is therefore clearly on expanding its business with existing and new customers in order to gain market share. Thanks to the improvements already achieved in the cost structure and the efficiencyraising measures implemented in recent years, as well as the investment made, the AMS Division will , based on a higher top line, become the most profitable Division of the Cicor Group.

Cicor | Corporate Governance 2011

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Corporate Governance

22 Group structure and shareholders 22 Capital structure24 Board of Directors 28 Group Management29 Compensation, shareholdings and loans29 Shareholders’ rights 30 Changes of control and measures 31 Auditors 31 Information policy


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1. Group structure and shareholders

Cicor Technologies Ltd. is committed to meeting the high standards of Corporate Governance that seek to balance entrepreneurship, control and transparency whilst ensuring efficient decisionmaking processes.This report explains how the management and control of the Company are organized and provides background information on the Group’s executive officers and bodies, effective 31 December 2014. The report complies with the SIX Swiss Exchange Directive on Information Relating to Corporate Governance. In addition, the report considers Cicor Technologies Ltd.’s Articles of Incorporation as well as the Company’s organization regula tion.In the following Corporate Governance Report, the terms “Cicor” and “Company” shall be used alternatively to “Cicor Technologies Ltd.” and the term “Group” for the company and its subsidiaries.

1.1 Group structure

Cicor Technologies Ltd. is registered in Boudry, Switzerland, and is operationally organized into the AMS and ES Divisions. Cicor Technologies Ltd. is the parent company and is listed on the SIX Swiss Exchange.

Market capitalization as of 31 December 2014 CHF 102.8 Mio.Security symbol CICNSecurity number 870 219ISIN CH008702190

Without consideration of the treasury shares, see section 2.1.An overview on the Group’s affiliated companies is shown on page 51.

1.2 Principal shareholders

The following shareholdings correspond to the ones reported according to the regulations of the Swiss Stock Exchange (SIX Swiss Exchange) and updated as in the shares register per yearend:

31.12.2014 31.12.2013

SharesTotal

in %* SharesTotal

in %*

HEB Swiss Investment AG, Zurich, Switzerland 848 375 29.33 848 375 29.45ARGOS Funds – ARGONAUT FUND, Luxembourg 145 000 5.01 – –Escatec Holdings Ltd. Port Vila, Vanuatu 141 061 4.88 141 061 4.9HR Finance & Participations SA, Vouvry, Switzerland n/a <3 296 000 10.28

* in % of the total outstanding shares of the Company

Cicor Technologies Ltd. has received no notice of any shareholders’ agreement regarding its shares.As of 31 December 2014, a total of 1 061 (previous year 1 160) shareholders with voting rights were registered in the share register of Cicor Technologies Ltd.

1.3 Cross-shareholdings

Cicor Technologies Ltd. has no crossshareholdings with any other company exceeding a reciprocal 3% of capital or voting rights.

2. Capital structure

2.1 Ordinary capital

As of 31 December 2014, the ordinary share capital of Cicor Technologies Ltd. is CHF 28 920 920 divided into 2 892 092 fully paid in registered shares with a par value of CHF 10 each.

As of 31 December 2014, the Company held 1 500 (previous year 1 500) of its own shares as “treasury shares”. For a detailed description, please refer to section 18 of the notes to the consolidated financial statements.


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2.2 Authorized and conditional capital

Authorized capitalAt the Shareholders’ Meeting at 24 April 2014, the shareholders decided to renew the authorization of the Board of Directors to increase the share capital by a maximum of 600 000 fully paid in shares at a nominal value of CHF 10 until 24 April 2016.

Conditional capitalAt the Shareholders’ Meeting of 13 May 2009, the shareholders decided to increase the conditional share capital by up to 200 000 fully paid in registered shares with a total nominal value by up to CHF 2 000 000 for the exercise of stock option rights granted to officers and other key employees under an employee stock option plan established by the Board of Directors. As of 31 December 2014, according to the stock option plans approved by the Board of Directors on 3 January 2008, 3 January 2009 and 26 November 2009, 35 793 options (previous year 49 377) were outstanding.

At the Shareholders’ Meeting of 13 May 2009, the shareholders decided to create additional conditional share capital of up to 500 000 fully paid in registered shares with a total nominal value of up to CHF 5 000 000 for the exercise of conversion rights granted to holders of convertible debt securities to be issued by the Company. Such conversion rights would have to be exercised within five years of the issuance of such convertible debt securities.

2.3 Changes in capital

During 2014, the Company’s share capital was increased by CHF 115 840 from the previous CHF 28 805 080 to CHF 28 920 920 by issuing 11 584 (2013: 4 084) registered shares from conditional capital with a par value of CHF 10 for the exercise of stock options.

Ordinary Capital 31.12.2014 31.12.2013 31.12.2012

Registered shares 2 892 092 2 880 508 2 876 424 Ordinary share capital (in CHF) 28 920 920 28 805 080 28 764 240 Authorized share capital

Authorized shares 600 000 600 000 600 000 Authorized share capital (in CHF) 6 000 000 6 000 000 6 000 000 Conditional share capital

Conditional shares 630 670 642 254 646 338 Conditional share capital (in CHF) 6 306 700 6 422 540 6 463 380

Further information about changes in capital for the last two years can be found on pages 67 and 78/79.

2.4 Shares and participation certificates

With the exception of the shares held by the Company itself, each ordinary share is entitled to the same share in the Company’s assets and profits and bears one voting right at the Annual Shareholders’ Meeting, provided the shareholder is registered with voting rights in the Company’s share register.Provided that a shareholder does not request the printing and delivery of share certificates for their investment, the shares of the Company are held in collective deposit at SIX SAG AG rather than issued as physical certificates. At the request of some shareholders, the Company has issued a number of physical certificates.As of 31 December 2014, the Company has not issued any participation certificates.

2.5 Profit-sharing certificates

As of 31 December 2014, the Company has not issued any profit sharing certificates.

2.6 Limitations on transferability and nominee registrations

All shares of Cicor Technologies Ltd. are registered shares and freely transferable without any limitation. Entry in the Company’s share register with voting rights requires evidence that the shares have been transferred for ownership or beneficial interest. There are no registration provisions for nominees. The share register is kept by the SIX SAG AG.


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2.7 Convertible bonds and warrants/options

The Company has not issued any convertible bonds or similar equitylinked debt instruments as of 31 December 2014.Based on the Company’s conditional capital (see section 2.2 “Authorized and conditional capital”), a first stock option plan for members of management was established on 3 January 2008. Under this plan (Plan 1), a total of 22 500 call options on shares were allotted to members of Group Management and certain other key employees. An option is the right to buy one share at a price of CHF 78 during the exercise period. The options are granted free of charge. One third of the options could be exercised as from one year after the grant date, i.e. after 3 January 2009. Another third of the options could be exercised as from two years after the grant date, i.e. after 3 January 2010. The last third of the options could be exercised as from three years after the grant date, i.e. after 3 January 2011. The exercise period ended seven years after the grant date, i.e. on 3 January 2015. None of the options had been exercised.A second stock option plan for members of management was established on 3 January 2009. Under this plan (Plan 2), a total of 18 500 call options on shares were allotted to the members of Group Management and certain other key employees. An option is the right to buy one share at a price of CHF 32 during

the exercise period. The options were granted free of charge. One third of the options could be exercised as from one year after the grant date, i.e. after 3 January 2010. Another third of the options could be exercised as from two years after the grant date, i.e. after 3 January 2011. The last third of the options could be exercised as from three years after the grant date, i.e. after 3 January 2012. The exercise period ends seven years after the grant date, i.e. on 3 January 2016. To date, 11 330 (2013: 10 996) options have been exercised.A third stock option plan for executive directors and members of management was established on 26 November 2009. Under this plan (Plan 3), a total of 99 500 call options on shares was allotted on 26 November 2009 to executive directors and members of management. An option is the right to buy one share at a price of CHF 28.80 during the exercise period. The options were granted free of charge. Half of the options could be exercised as from 27 November 2009. Another 25% of the options could be exercised as from one year after the grant date, i.e. as from 27 November 2010. The last 25% of the options could be exercised as from two years after the grant date, i.e. as from 27 November 2011. The exercise period ends seven years after the grant date, i.e. on 26 November 2016. To date, 58 000 (2013: 46 750) options have been exercised.

3. Board of Directors

3.1 Members of the Board of Directors

On 31 December 2014, the Board of Directors (Board) of the Company consisted of the following persons:

Name, position, nationalityFirst elected

Current term ends Other significant board memberships

Antoine Kohler Chairman Nonexecutive, Swiss

1995 2015 Vice Chairman of Mitsubishi UFJ Wealth Management Bank (Switzerland) SA, Member of the Board of Aevis Holding SA, Genolier Swiss Medical Network SA, VictoriaJungfrau Collection AG, Sixt AG, Sixt Leasing (Switzerland) AG, Sixt rentacar AG

Heinrich J. Essing Vice Chairman Nonexecutive, German

2009

2015 Managing Director of HEB Swiss Investment AG, Zurich, Member of the Advisory Board of HSBC Trinkaus & Burkhardt AG, Düsseldorf

Robert Demuth Nonexecutive, Swiss

2007 2015 None

Andreas Dill Nonexecutive, Swiss

2009 2015 Member of the Advisory Board of SEMI Europe

Hans Knöpfel Nonexecutive, Swiss

2013 2015 None


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Antoine Kohler, ChairmanBorn 1956, he holds a law degree from Geneva University with postgraduate studies at the Graduate Institute for International Studies in Geneva. Antoine Kohler has been practicing law in Geneva as a qualified attorney since 1983. He is a senior partner in PERRÉARD DE BOCCARD, Attorneys at Law in Geneva and Zurich.

Heinrich J. Essing, Vice ChairmanBorn 1949, Heinrich J. Essing has been acting as private secretary and manager of various family offices for more than 20 years. He is currently CEO of HEC Group and of its subsidiaries in Germany and abroad, e.g. Sydney or Toronto. Heinrich J. Essing also acts as Managing Director of HEB Swiss Investment AG, which is one of the Company’s larger shareholders (see section 1.2 “Principal shareholders”). Heinrich J. Essing is also a member of the Advisory Board of HSBC Trinkaus & Burkhardt AG, Düsseldorf.

Robert DemuthBorn 1947, he holds a degree in mechanical engineering (Dipl. Ing. HTL Maschinenbau) from the Hochschule für Technik + Architektur Lucerne as well as an executive MBA from the University of St. Gallen. Robert Demuth started his career with Rieter before being appointed Head of R&D of Bühler AG. Robert Demuth then served as the CEO and delegate of Dyconex AG, a Swiss company active in the field of hitech PCBs, MCMs and electronic interconnection technology. From 2005 to 2007, Robert Demuth was the acting CEO of the Group. Robert Demuth is the owner of the consulting company Robert Demuth Industrial Investment Management.

Andreas DillBorn 1954, he graduated as an electrical engineer (MEng) from the ETH Zurich. After working as General Manager of the Swiss company Zevatech AG, Andreas Dill has occupied various managerial positions at OC Oerlikon since 1998. Andreas Dill is currently the CEO of the Advanced Technologies segment (Manufacturing Equipment for Semiconductors and Advanced Nanotechnology). He is also a member of the Advisory Board of SEMI Europe.

Hans KnöpfelBorn 1957, from Switzerland, has a diploma in electrical engineering and postgraduate studies in business management from the University of Applied Sciences in Business Administration, Zurich. Furthermore, he is a guest lecturer for business engineering and strategy implementation at various institutes of the University of St. Gallen, and he was former Chairman of the Management Board of ForumSCM (Supply Chain Management) for the ETH Zurich’s EMBA (Executive Master in Business Administration). Over the course of his career, Mr Knöpfel has worked for companies such as KPMG Fides and Oerlikon Bührle Werkzeugmaschinenfabrik AG.


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3.2 Other activities and vested interests

Information about other activities of the Board members in addition to their functions for Cicor Technologies Ltd. is listed in the overview table on page 24. Unless otherwise described in the above curriculum vitae, the nonexecutive members of the Board do not have any material business connections with the Group.

3.3 Elections and terms of office

According to the Company’s Articles of Incorporation, the Board consists of one or more members. The members of the Board as well as the Chairman of the Board are elected by the Annual Shareholders’ Meeting for a term of office of one year. There are no limits as to how many times a member can be reelected or any upper age limit for election.According to the Company’s Articles of Incorporation, at least one Board member must be domiciled in Switzerland.

3.4 Internal organizational structure

The Board constitutes itself at its first meeting after the Annual Shareholders’ Meeting, except for the appointment of the Chairman of the Board and the members of the Remuneration Committee. If necessary, it appoints its Vice Chairman, the Presidium and the Audit Committee as well as a Secretary, who does not need to be a member of the Board. The Board meets as often as the Company’s affairs require or upon the written request of one of its members. The Board approves resolutions and holds elections with the majority of its votes.The Board is the highest executive body within the Group Management structure and takes responsibility of the overall governance of the Company and the Group. It oversees the management of their affairs. The basic principles regarding the definition of the areas of responsibility between the Board and Group Management are described in section 3.5.

The Chairman of the Board of DirectorsThe Chairman heads meetings of the Board, the Presidium, and Shareholders’ Meetings. He supervises the implementation of the resolutions passed by the Board and coordinates the work of the committees, ensuring that the Board as a whole operates as an integrated, cohesive body. The Chairman of the Board of Directors is Antoine Kohler.

The Presidium The Presidium consists of the Chairman of the Board and up to two additional designated Board members. The following members have been appointed to the Presidium: • Antoine Kohler, Chairman of the Board• Heinrich J. Essing, Vice Chairman• Robert Demuth

The first priority of the Presidium is to supervise the duties and functions undertaken by the CEO and CFO as well as the other members of Group Management and to act as an intermediary between the Board and the officers entrusted with the management of the Group. The Presidium takes decisions on financial and other matters delegated by the Board in accordance with the Regulations regarding the Delegation of Management. In particular, the Presidium is responsible for:• Preparing resolutions of the Board and overseeing their im

plementation where this function is not carried out directly by the CEO or by a Committee of the Board;

• Planning for the replacement of outgoing members and evaluating candidates for positions on the Board;

• Proposing to the Board for approval the members of the Committees of the Board, the members of the Presidium, the CEO, the CFO and the members of Group Management;

• Appointing members to the boards of subsidiaries and appointing the unit managers proposed by the CEO;

• Discharging other duties in the area of corporate governance, where such duties are not assigned to a committee or Board committee under the revised Regulations;

• Supervising and fulfilling ad hoc and regular information obligations, especially under the SIX Swiss Exchange regulations and guidelines;

• Approving expenditure, investment or the divestment of property, plant and equipment whose total value exceeds CHF 0.5 million. In the case of investment and divestment whose total value exceeds CHF 2 million, the Presidium submits a report and a proposal to the full Board.


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In addition, the Presidium assists the Board on matters relating to finance, investment and capital assets, and in evaluating risks pertaining thereto. It prepares proposals on such issues for a vote by the Board. Specifically, the Presidium reviews:• Financial planning, budgets and budget execution;• Investment of liquid assets and financial investments, includ

ing the investment of assets by the Company’s postemployment benefit plans;

• Longterm business plans and strategy as well as their communication in the Company’s annual reports;

• Reporting nonoperational results.The Presidium also makes decisions and takes preliminary action on behalf of the full Board in urgent cases.

Audit CommitteeThe Audit Committee consists of three Board members elected by the Board of Directors. The following members have been appointed: • Robert Demuth, Chairman• Andreas Dill• Hans Knöpfel

The Audit Committee assists the Board in supervising the management of the Company, particularly with respect to financial and legal matters as well as in relation to compliance with internal business policies and codes of practice.

Remuneration CommitteeIn accordance with the Articles of Incorporation, Cicor has a Remuneration Committee that consists of three members of the Board of Directors, who are elected individually by the General Meeting of Shareholders. The following members have been elected: • Andreas Dill, Chairman• Heinrich J. Essing• Antoine Kohler

The roles and responsibilities of the Remuneration Committee are defined in detail by the Board of Directors. More information on their duties is provided in the Compensation Report.

Operating methods of the Board, the Presidium and the CommitteesBetween 1 January and 31 December 2014, the Board met for eight ordinary Board meetings as well as three conference calls. The CEO and/or CFO of the Group attended all meetings. On a selective basis, external advisers also participated in some meetings on specific subjects. The meetings of the Board lasted six hours on average. For each Board meeting, the members were provided with adequate material in advance to prepare for the items on the agenda. At each ordinary meeting, the CEO or CFO presented the results of Cicor Technologies Ltd. and its segments in detail. The members discussed the results comprehensively and, if required, instructed the CEO or CFO to take necessary action or draw up plans for measures.In 2014, the Presidium held three meetings. The Audit Committee held three meetings in 2014. The CFO of the Group participated in each meeting. In addition, these meetings were attended by the Head of External Audit. The meetings lasted two hours on average. The Remuneration Committee held three meetings in 2014. The meetings lasted two hours on average.

3.5 Definition of areas of responsibility

The duties and responsibilities of the Board, the Presidium and Group Management are defined as follows:The Board holds ultimate decisionmaking authority and decides on all matters which have not been reserved for or conferred upon another governing body of the Company by law, the Articles of Incorporation or the Regulations Regarding the Delegation of Management of the Company.

The Board has the following nontransferable and indefeasible duties in particular:• Overall governance of the Company and the Group, including

formulating medium and longterm strategies, planning priorities and laying down guidelines for corporate policy;

• Approving the annual Group budgets and medium to long term Group business and investment plans;

• Establishing the basic organizational structure;• Defining the guidelines for accounting, financial controlling

and financial planning systems;• Taking decisions on transactions of substantial strategic

significance;


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• Appointing and removing those responsible for managing the Company’s affairs and acting as its agent, in particular the members of the Presidium, the CEO, the CFO, the Executive Vice President of the Divisions and other members of Group Management;

• Appointing and removing the members of the committees of the Board;

• Overall supervision of the bodies and officers responsible for the management of the Company;

• Drawing up the annual and interim reports, preparing the Annual Shareholders’ Meeting;

• Notifying the court in the event of overindebtedness;• Proposing and implementing capital increases and amend

ing the Articles of Incorporation;• Checking the professional qualifications of external Group

auditors.

The Board conferred management functions in the manner provided by the organizational regulation to the CEO, Group Management or the Executive Vice President of the Divisions. Thereby, it follows the Company’s general principle according to which all executive bodies and officers delegate their duties and powers to the hierarchically lowest possible body or officer that possesses the knowledge and expertise necessary to make appropriate decisions. The transferable supervisory and representative functions of the Board are delegated to the Presidium. Operational Group Management is responsible for the daytoday operational business of the Group. Its main duties consist of:• Conducting daytoday business of the Group in compliance

with the applicable laws, Articles of Incorporation, regulations and instructions;

• Implementing the Group strategy;• Preparing and executing the resolutions of the Board and

ensuring their Groupwide implementation;• Reporting all matters to be dealt with by the Board, the Pre

sidium and the Committees; • Accounting and analyzing the monthly results and semi

annual and annual accounts on Group and divisional levels as well as implementing the required internal control measures.

3.6 Information and control instruments towards the Group Management

The Board receives annotated key data on all segments within the framework of a Groupwide institutionalized reporting system. The format of the data is defined within an MIS (management information system).Each month, the management information system summarizes in a simplified format the most important key figures of all operational units. Every quarter, it presents comprehensive financial statements in line with the requirements set for the year end. These reports are made available to Group Manage ment in full length and in a condensed form to the Board of Directors.The Board analyzes such data in detail in its meetings. At each ordinary meeting of the Board and the Presidium, the CEO and CFO inform about the operational daytoday business and all important business events. The members of the Board, the Presidium and the Board committees are entitled to request information on all Companyrelated issues. See section 3.4 for additional information on the work methods of the Board, the Presidium and the committees.In addition to the management information system described above, a risk management system was introduced in 2008. More detailed information is given on page 71.

4. Group Management

4.1 Members of Group Management

The members of Group Management are appointed by the Board upon proposal by the Presidium. Group Management consists of the CEO, the CFO and the Executive Vice Presidents. As of 31 December 2014, Group Management consisted of the following persons: Name/nationality Position Appointment

Patric Schoch Swiss

CFO Acting CEO

July 2012 December 2012

Pascal Keller French

Executive Vice President AMS Division June 2009

Erich Trinkler Swiss

Executive Vice President ES Division August 2011


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Patric SchochBorn 1972, Patric Schoch is a senior international CFO, with a proven international career in finance as a controller or CFO for major business units and regions of international companies. Patric Schoch has many years’experience working in the industry, including living and working in South East Asia, Taiwan and China for more than ten years. He joined Cicor Group as interim CFO at the end of July 2012 and became permanent CFO on 1 April 2013. Since December 2012, Patric Schoch has also been Acting CEO of the Group. Patric Schoch is part owner of the interim & management consulting company FS Partners AG, Herisau, for which he serves as a board member.

Pascal KellerBorn 1967, he holds a degree in engineering from the Ecole des Mines in Douai, France, and an executive MBA from the ESSEC Business School near Paris, France. He also attended the AMP Senior Management program at Wharton Business School, Pennsylvania, United States, and Advanced Leadership programs at IMD, Lausanne. Prior to joining the Company as Executive Vice President PCB Division as of June 2009, Pascal Keller held various positions with the French AFE Group and MECAPLAST Group.

Erich Trinkler Born in 1962, he graduated in electrical engineering from the University of Applied Sciences Rapperswil in 1991 and earned an executive MBA from the University of Applied Sciences HTW Chur in 2011. After completing his degree in electrical engineering, he spent several years in the development of fiber testing systems in the textile industry as a group and project manager. He has more than 15 years’experience as a key account manager and head of sales at an electronic and engineering manufacturing services (E2MS) company with about 400 employees. Erich Trinkler joined the Cicor Group as Executive Vice President ES Division in August 2011.

4.2 Other activities and vested interests

No member of Group Management held a position outside the Cicor Technologies Group which could be of significance to the Company.

4.3 Management contracts

Cicor Technologies Ltd. delegated no management duties to legal entities or natural persons outside the Company in 2014.

5. Compensation, shareholdings and loans

This information is provided in the Compensation Report.

6. Shareholders’ rights

Each registered share in the Company entitles the owner/beneficiary of the share to one vote at the Shareholders’ Meeting, provided that he is registered in the share register of the Company as a shareholder with voting rights.

6.1 Voting rights and representation restrictions

There are no statutory restrictions on voting rights. All shareholders, provided that they are registered in the share register of the Company as shareholders with voting rights, have the same right to attend the Shareholders’ Meeting or to be represented by a legal representative or, with written authorization, by another person or the independent voting proxy.


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6.2 Statutory quorum

The Shareholders’ Meeting passes its resolutions with an absolute majority of the votes allocated to the shares represented. If a second ballot is required, a relative majority of votes allocated to the shares represented is sufficient for the adoption of an agenda item. In the event of a tied vote, the Chairman has the casting vote. According to the Articles of Incorporation, a resolution of the Shareholders’ Meeting passed by at least two thirds of the votes represented and the absolute majority of the par value of shares represented are required to:• Change the purpose of the Company;• Introduce shares with privileged voting rights;• Limit the transferability of registered shares;• Increase authorized or conditional share capital;• Increase capital out of equity, against contributions in kind

or for the purpose of the acquisition of assets and granting special benefits;

• Limit or withdraw preemptive rights;• Change the domicile of the Company;• Dissolve the Company.

6.3 Convocation of the Shareholders’ Meeting

Shareholders’ Meetings are convened by the Board and, if re quired, by the Auditors at the latest twenty days before the date of the meeting. The Annual Shareholders’ Meeting is held at the latest within six months of the close of the financial year. Shareholders registered in the share register with voting rights representing an aggregate of at least 10% of the share capital may request in writing, setting forth the items to be discussed and the proposals to be decided, that an extraordinary Share holders’ Meeting be convened.The Company publishes the invitation to the Shareholders’ Meeting in the “SOGC” as well as other publications as decided by the Board of Directors. Simultaneously, the written invitation is sent to the shareholders or beneficiaries who are entered in the share register of the Company.The invitation contains details of the date, time and place of the meeting as well as the agenda and the proposals of the Board and the shareholders who have requested the Shareholders’ Meeting or an item to be included on the agenda.

6.4 Agenda

Shareholders registered in the share register with voting rights whose combined shareholdings represent an aggregate nominal value of at least CHF 1 million, may request that an item be included in the agenda of a Shareholders’ Meeting. Such a request must be made in writing at least sixty days before the meeting and must specify the items and motions to be included in the agenda.

6.5 Entry into the share register

SIX SAG AG keeps the Company’s share register, which contains the names and addresses of shareholders and the number of shares they have registered. After dispatch of the invitation to the Shareholders’ Meeting, no entries can be made in the share register until the day after the Shareholders’ Meeting has taken place.

7. Changes of control and measures

7.1 Duty to make an offer

The Company does not have an optin or optout clause in its Articles of Incorporation. This means that the mandatory bid obligation of the Swiss Stock Exchange Act is triggered if a shareholder or group of shareholders acting in concert acquire more than one third of the outstanding shares in the Company.

7.2 Clauses on changes of control

As of 31 December 2014, there are no specific clauses included in agreements and schemes benefitting members of the Board or Group Management in the event of a change of control.


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8. Auditors

8.1 Duration of the mandate and term of office of the lead auditor

The Annual Shareholders’ Meeting elects auditors for a term of one year. On 24 April 2014, the General Meeting mandated KPMG, Cicor Technologies Ltd.’s Group auditor since 2007, for an additional year. KPMG or a subsidiary of the KPMG Group audits the consolidated and statutory financial statements. Since 2014, the auditor in charge of the current mandate has been Roman Wenk.

8.2 Auditing fees

During the year under review, KPMG charged a total of TCHF 257 (previous year: TCHF 256) for their services in connection with the auditing of consolidated and statutory financial statements.

8.3 Additional fees

KPMG AG additionally received fees of TCHF 11 (previous year: TCHF 15) for other services to the Company.

8.4 Supervisory and control instruments pertaining to the audit

The Audit Committee supervises and controls the performance and independence of the external auditors on behalf of the Board of Directors. It determines the targets of the audit and assesses the work of the external auditors and their fees. In addition, it reviews the audit result and monitors the imple mentation of the findings by the Executive Committee.In 2014, the Audit Committee and the external auditors met once to plan the auditing of the financial statements of the Group and its subsidiaries. In a second meeting, these statements, as well as the corresponding “Management Letter” formulated by the external auditors, were reviewed and discussed in detail with the Audit Committee. In total, the Audit Committee had three meetings in the presence of the external auditors.

9. Information policy

For the benefit of its shareholders and the public interested in the business activities of the Company, Cicor Technologies Ltd. pursues an open and transparent information policy. In terms of periodic as well as ad hoc reporting, the Company aims to guarantee equal treatment with respect to time as well as content. The Company has a clear policy to prevent insider trading. The corresponding guidelines contain provisions regarding the handling of confidential information to which all persons concerned within and outside of the Company are subject, as well as clear instructions regarding the timing and form of the respective publication.From the moment when the semiannual or annual result are available internally and until they are approved by the Board, the Company and its management must refrain from communicating to the investing public any qualitative and quantitative statements and information which might give an indication as to the expected sales or results. After the Board meeting at which the semiannual and annual reports are approved, the general public is informed in summary about the course of business by means of an ad hoc announcement.Furthermore, the Company informs its shareholders, the media, financial analysts and other interested parties using the following publications and channels:• Annual and Interim Reports in accordance with International

Financial Reporting Standards (IFRS);• Presentation of annual results;• Shareholders’ Meetings;• Press releases as well as publications of share pricesensi

tive facts (ad hoc publicity).

The 2015 General Shareholders’ Meeting will be held on 23 April 2015. The Interim Report is scheduled to be published on 19 August 2015.

For additional information about Cicor Technologies Ltd. and its subsidiaries, please visit the Group’s website (www.cicor.com). Inter alia, previous annual reports and press releases can be found on the website.The following are responsible for investor relations: Antoine Kohler, Chairman, and Patric Schoch, CFO/Acting CEO. Tel. +41 43 811 44 05, [email protected].


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Remuneration Report

34 Introduction34 Remuneration system 35 Approval process36 Remuneration during the year under review 37 Remuneration during the previous year 37 Payments to related parties 37 Loans 38 Report of the statutory auditors on the remuneration report

Cicor | Remuneration Report

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1. Introduction

This Remuneration Report details Cicor’s remuneration policy, covering all key elements and general principles, and outlines the responsibilities with regard to planning, the approval framework and implementation. It also contains detailed infor-mation on the remuneration of the Board of Directors (BoD) and Group Management (GM) for financial years 2013 and 2014.

This Remuneration Report meets the requirements of the Swiss Ordinance against Excessive Compensation in Listed Stock Companies (Verordnung gegen übermässige Vergütungen bei börsenkotierten Aktiengesellschaften, VegüV, which replaces Article 663bis with the corresponding VegüV provisions) and Article 5 of the Annex to the Directive on Information Relating to Corporate Governance (Corporate Governance Directive, DCG) of the SIX Swiss Exchange dated 1 September 2014, as well as the recommendations in Art. 38 “Compensation report and transparency” of Appendix 1 to the Swiss Code of Best Practice for Corporate Governance of economiesuisse.

2. Remuneration system

Principles of remuneration The remuneration paid to members of Group Management may comprise three components:• Fixed basic remuneration• Variable performance-related compensation• Individual allocation of Company shares

Members of the Board of Directors have no executive duties and receive a fixed salary, plus any compensation due to them for the performance of special duties that exceed the usual scope of their mandate.

Basic remuneration The basic remuneration for members of Group Management may comprise a monthly salary, a lump sum for entertainment and car expenses, other benefits as per individual agreement, and the relevant social security contributions. Other benefits as per individual agreement include contributions to professi-onal development.

The monthly salary is determined on a discretionary basis, ta-king into account the individual’s duties, amount of responsi-bility, qualifications and experience required, as well as the actual external market environment in relation to the entire remuneration system for senior management of the Group.Members of the Board of Directors receive a fixed salary which is dependent on their function and committee memberships.

Variable compensationMembers of Group Management are entitled to a variable salary component. If the defined targets are met or exceeded, the CEO receives a variable salary component worth up to 130% of his base salary, while the other members of Group Management receive up to 80% of their base salary. The achievement of targets, and thus the size of the variable sal-ary component, is determined once a year following the ap-proval and publication of the Cicor Group’s Annual Report. Variable performance-related compensation is paid in cash only and is based on: • Individual targets (30-60%, depending on the function)• The achievement of predefined operative and/or financial

key figures (40-70%)

For the CEO and other members of Group Management, opera-tive key figures have been defined as a growth in net sales, achievement of the budgeted operative result (EBIT) and free cash flow for the Group as a whole as well as for the relevant division. Individual targets are based on strategic and operative parameters agreed following the budgeting process and stra-tegy meeting and approved at the beginning of the year.

Cicor does not provide members of Group Management or Board members with a company vehicle.

Long-term participation plansIn 2008 and 2009, Cicor paid to members of Group Manage-ment as well as certain employees in key positions additional, performance-related remuneration on top of the variable sal-ary component. The objective of this remuneration, in the form of an allocation of call options, is to increase the long-term commitment of these key employees to the Company and its success. The call options entitle holders to buy Cicor shares at a predefined price subject to certain blocking periods. The ex-isting plans of 2008 and 2009 had blocking periods of two and three years respectively and can be exercised within seven years. As per 31 December 2014, all options can be exercised.


35

Employment contracts and special benefitsNo member of Group Management has an employment contract with a notice period of more than 12 months. None of these employment contracts involve any severance payments.

Number of external mandates and functionsAccording to the Articles of Incorporation, Board members may not have or perform more than three mandates in other listed companies and no more than fifteen in nonlisted companies. Members of Group Management may not have or perform more than one mandate in another listed company and no more than three in nonlisted companies.

Mandates or employment relationships with associated com-panies outside the Cicor Group that entail sitting on a manage-rial or administrative body or a function in executive manage-ment are deemed a single mandate under this provision.

3. Approval process

The remuneration system and the remuneration of Group Management are established by the Remuneration Committee in consultation with the CEO and submitted to the Board of Directors for approval. The processes and responsibilities with-in Cicor are organized as follows:

CEOThe Group CEO supports the Remuneration Committee by pro-posing for discussion:• The conditions of employment contracts for Group Manage-

ment and members of senior management;• The individual target achievement for the variable salary

component at the beginning of the year; and• New targets to be determined for the current financial

year for Group Management and senior management.

Remuneration CommitteeThe Remuneration Committee comprises three Board members. It currently consists of: • Andreas Dill, Chairman• Heinrich J. Essing• Antoine Kohler

The Remuneration Committee reviews, evaluates and submits for approval to the entire Board: • The conditions and remuneration set out in the employment

contracts of the CEO, CFO and other members of Group Management

• The total remuneration for the members of Group Manage-ment and members of senior management, including the achievement of individual targets for variable compensation for the past financial year at the beginning of the year, as well as new targets to be set for the current financial year

• Remuneration guidelines• The introduction of performance-related remuneration

systems, including the introduction of share and option-based remuneration systems

• Changes to pension schemes • Additional benefits for employees • Remuneration for the Board of Directors• Compensation for additional duties of Board members • Compensation for the various Board committees

Board of DirectorsThe Board of Directors decides on all matters that are not, according to the law, Articles of Incorporation or organizational regulations, explicitly entrusted to another governing body of the Company. In particular, it approves, upon request by the Remuneration Committee: • The conditions and remuneration set out in the employment

contracts of the CEO, CFO and other members of Group Management

• Total remuneration for members of Group Management and senior management, including variable compensation

• Remuneration guidelines• The introduction of performance-related remuneration

systems, including the introduction of share and option-based remuneration systems

• Changes to pension schemes • Additional benefits for employees • Remuneration for the Board of Directors• Compensation for additional duties of Board members • The appointment of members to the various Board commit-

tees, except the members of the Remuneration Committee, as well as their remuneration

Annual Shareholders’ MeetingThe Annual Shareholders’ Meeting prospectively votes once a year on the approval of the total remuneration for the Board of Directors and Group Management. In addition, it can hold a consultative vote on the full remuneration report.If, after the remuneration has been prospectively approved by the Annual Shareholders’ Meeting, Group Management is ex-panded or a member of Group Management is promoted or replaced, there is, compliant to the Articles of Incorporation, an additional amount available. This additional amount may not exceed 30% of the previously approved total compensation per remuneration period and per member promoted or replaced.


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4. Remuneration in 2014

Remuneration is reported in accordance with the principle of accrual.

Board of DirectorsBoard members receive a fixed salary, paid in cash, as well as any compensation due to them for the performance of special duties that exceed the usual scope of their office.

in CHF 1000 Remuneration BonusPension

fund

Social security contributions Other

Consultancy fees Total

Antoine Kohler 68 – – 11 – – 79Heinrich J. Essing 42 – – – – 19 61Robert Demuth 42 – – 4 – 9 55Andreas Dill 32 – – 5 – – 37Hans Knöpfel 32 – – – – – 32Total current Board members 216 – – 20 – 28 264No other payments, services, payments in kind, premiums, guarantees or compensation were awarded.

Group Management


fund



Total current Management 732 277 72 76 36 – 1 193Of which highest single compensation paid to:Patric Schoch 300 157 22 29 – – 508Total former Management members 244 77 20 19 – – 360No other payments, services, payments in kind, premiums, guarantees or compensation were awarded.


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5. Remuneration in 2013

Board of Directors


fund



Antoine Kohler 65 – – 10 – – 75Heinrich J. Essing 40 – – – – – 40Robert Demuth 40 – – 3 – 19 62Andreas Dill 33 – – 5 – – 38Hans Knöpfel 1) 23 – – – – – 23Total current Board members 201 – – 18 – 19 2381) Member of the Board of Directors since 24 April 2013.

Group Management


fund



Total Management 958 308 75 92 45 – 1 478Of which highest single compensation paid to:Patric Schoch 2) 225 112 13 24 – – 3742) Remuneration for nine months as Acting CEO and CFO of the Group.

6. Payments to related parties

No persons close to the Board of Directors or Group Management were granted any loans of any kind, nor did they receive any remuneration whatsoever.

7. Loans

Cicor does not grant loans to Board members or members of Group Management.


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We have audited the accompanying remuneration report dated 10 March 2015 of Cicor Technologies Ltd. for the year ended 31 December 2014. The audit was limited to the information according to articles 14-16 of the Ordinance against Excessive compensation in Stock Exchange Listed Companies contained in the sections 4 to 7 on pages 36 to 37 of the remuneration report.

Responsibility of the Board of DirectorsThe Board of Directors is responsible for the preparation and overall fair presentation of the remuneration report in ac-cordance with Swiss law and the Ordinance against Excessive compensation in Stock Exchange Listed Companies (Ordinance). The Board of Directors is also responsible for designing the remuneration system and defining individual remuneration pa-ckages. Auditor’s ResponsibilityOur responsibility is to express an opinion on the accompanying remuneration report. We conducted our audit in accordance with Swiss Auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the remu-neration report complies with Swiss law and articles 14-16 of the Ordinance.

An audit involves performing procedures to obtain audit evi-dence on the disclosures made in the remuneration report with regard to compensation, loans and credits in accordance with articles 14–16 of the Ordinance. The procedures selected de-pend on the auditor’s judgment, including the assessment of

the risks of material misstatements in the remuneration report, whether due to fraud or error. This audit also includes evalua-ting the reasonableness of the methods applied to value com-ponents of remuneration, as well as assessing the overall pre-sentation of the remuneration report.

We believe that the audit evidence we have obtained is suffici-ent and appropriate to provide a basis for our opinion.

OpinionIn our opinion, the remuneration report for the year ended 31 December 2014 of Cicor Technologies Ltd complies with Swiss law and articles 14-16 of the Ordinance.

KPMG AG

Roman Wenk Simon WidmerLicensed Audit Expert Licensed Audit ExpertAuditor in Charge

Report of the statutory auditor on the remuneration report to the General Meeting of Shareholders

Financial Report

Consolidated Financial Statements of the Cicor Technologies Group

40 Consolidated balance sheet 41 Consolidated income statement 41 Consolidated statement of comprehensive income 42 Consolidated cash flow statement 43 Consolidated statement of changes in equity 44 Notes to the consolidated financial statements 75 Report of the statutory auditor on the consolidated financial statements

Financial Statements of Cicor Technologies Ltd.

76 Balance sheet 77 Income statement 78 Notes to the financial statements 81 Report of the statutory auditor on the financial statements 82 Addresses

Cicor | Financial Report 2014 | Consolidated Financial Statements

40

Consolidated balance sheet

in CHF 1 000 Notes 31.12.2014 in % 31.12.2013 in %

AssetsProperty, plant and equipment (5) 50 477 21.7% 48 199 21.3%

Intangible assets (6) 79 872 34.4% 81 137 35.9%

Deferred tax assets (11) 6 944 3.0% 6 441 2.8%

Non-current assets 137 293 59.1% 135 777 60.0%

Inventories (7) 42 127 18.1% 40 893 18.1%

Trade accounts receivable (8) 30 869 13.3% 29 553 13.1%

Income tax receivable 37 0.0% 12 0.0%

Other accounts receivable (8) 3 983 1.7% 3 738 1.7%

Prepaid expenses and accruals 993 0.4% 957 0.4%

Cash and cash equivalents (9) 17 006 7.3% 15 369 6.8%

Current assets 95 015 40.9% 90 522 40.0%

Total assets 232 308 100.0% 226 299 100.0%

Liabilities and shareholders’ equityOrdinary share capital 28 922 12.4% 28 806 12.7%

Share premium 114 308 49.2% 114 955 50.8%

Treasury shares –37 –0.0% –37 –0.0%

Retained earnings –13 228 –5.7% –12 450 –5.5%

Translation reserve –4 631 –2.0% –5 606 –2.5%

Equity attributable to Cicor shareholders 125 334 54.0% 125 668 55.5%

Non-controlling interests 268 0.1% 185 0.1%

Total equity 125 602 54.1% 125 853 55.6%

Long-term provisions (10) 2 016 0.9% 2 057 0.9%

Deferred tax liabilities (11) 2 740 1.2% 3 375 1.5%

Long-term financial liabilities (12) 32 780 14.1% 38 064 16.8%

Liabilities for post-employment benefits (13) 23 536 10.1% 15 174 6.7%

Other long-term liabilities 44 0.0% 46 0.0%

Non-current liabilities 61 116 26.3% 58 716 25.9%

Short-term financial liabilities (12) 5 459 2.3% 5 526 2.4%

Trade accounts payable 23 658 10.2% 21 037 9.3%

Other current liabilities and accruals (14) 14 186 6.1% 12 769 5.6%

Short-term provisions (10) 1 979 0.9% 2 243 1.0%

Income tax payable 308 0.1% 155 0.1%

Current liabilities 45 590 19.6% 41 730 18.4%

Total liabilities 106 706 45.9% 100 446 44.4%

Total equity and liabilities 232 308 100.0% 226 299 100.0%

Consolidated Financial Statements

General remark on the notes of the consolidated financial statements: Unless stated otherwise, all amounts in CHF 1 000


41

Consolidated income statement

in CHF 1 000 Notes 2014 in % 2013 in %

Net Sales (4) 202 458 100.0% 190 453 100.0%

Material costs –101 905 –50.3% –93 307 –49.0%

Personnel costs (21) –58 655 –29.0% –56 603 –29.7%

Other operating income 2 101 1.0% 1 705 0.9%

Other operating expenses (23) –24 172 –11.9% –24 644 –12.9%

Depreciation (5) –8 788 –4.3% –7 849 –4.1%

Amortization (6) –1 455 –0.7% –1 243 –0.7%

Operating profit (EBIT) 9 584 4.7% 8 512 4.5%

Financial income (24) 4 844 2.4% 5 689 3.0%

Financial expenses (24) –6 470 –3.2% –8 385 –4.4%

Profit before tax (EBT) 7 958 3.9% 5 816 3.1%

Income tax (11) –1 756 –0.9% –1 272 –0.7%

Net profit 6 202 3.1% 4 544 2.4%

Attributable to:– Cicor shareholders 6 103 4 538– Non-controlling interests 99 6

Earnings per share (CHF)– Basic (19) 2.11 1.58– Diluted (19) 2.11 1.58

Consolidated statement of comprehensive income

in CHF 1 000 Notes 2014 2013

Net profit 6 202 4 544

Other comprehensive income: Items that will not be reclassified to profit or loss:Remeasurements on employees’ defined benefit plans (13) –8 316 2 344 Income tax effect on remeasurements on employees’ defined benefit plans (11) 1 419 –415

Items that may be subsequently reclassified to profit or loss:Translation adjustment 975 –267

Other comprehensive income –5 922 1 662

Total comprehensive income 280 6 206

Attributable to:– Cicor shareholders 197 6 211 – Non-controlling interests 83 –5


42

Consolidated cash flow statement

in CHF 1 000 Notes 2014 2013

Profit before tax 7 958 5 816 Depreciation (5) 8 788 7 849 Amortization (6) 1 455 1 243 Interest income (24) –178 –696 Interest expenses (24) 1 964 2 777 (Gain)/loss on disposal of assets –86 –33 Increase/(decrease) in provisions –442 –362 Increase/(decrease) in other non-current liabilities –2 –4 Unrealized currency (gains)/losses 369 446 Subtotal before working capital changes 19 826 17 036 Decrease/(increase) in inventories –890 –5 753 Decrease/(increase) in trade accounts receivable –966 –3 585 Decrease/(increase) in other current assets 1 228 405 (Decrease)/increase in trade accounts payable 2 519 641 (Decrease)/increase in other current liabilities –945 –1 083 (Increase)/decrease in working capital 946 –9 375 Income tax paid –901 –769 Interest paid –1 541 –2 005 Interest received 178 592 Net cash from/(used in) operating activities 18 508 5 479 Purchase of property, plant and equipment (5) –10 618 –15 208 Proceeds from sale of property, plant and equipment 268 44 Purchase of intangible assets (6) –154 –998 Net cash (used in)/from investing activities –10 504 –16 162 Proceeds from issue of share capital 335 119 Payment to shareholders from capital contribution reserves –866 –862 Payment of finance lease liabilities –814 –1 167 Proceeds from borrowings 3 418 12 908 Repayment of borrowings –7 798 –2 070 Net cash from/(used in) financing activities –5 725 8 928 Net increase/(decrease) in cash and cash equivalents 2 279 –1 755 Cash and cash equivalents at the beginning of the period (9) 15 369 16 756 Net increase/(decrease) in cash and cash equivalents 2 279 –1 755 Currency translation effects –642 368 Cash and cash equivalents at the end of the period (9) 17 006 15 369


43

Consolidated statement of changes in equity

in CHF 1 000Share

capitalShare

premiumTreasury

sharesRetained earnings

Translation reserve

Equity attributable

to Cicor shareholders

Non- controlling

interestTotal

equity

Balance at 1 January 2013 28 765 115 739 –37 –18 928 –5 339 120 200 190 120 390

Net profit – – – 4 538 4 538 6 4 544Other comprehensive income – – – 1 940 –267 1 673 –11 1 662Total comprehensive income – – – 6 478 –267 6 211 –5 6 206

Transactions with owners, recorded directly in equity:Dividend/capital contribution paid to shareholders – –862 – – – –862 – –862Capital increase for the established stock option plans 41 78 – – – 119 – 119Total transactions with owners 41 –784 – – – –743 – –743Balance at 31 December 2013 28 806 114 955 –37 –12 450 –5 606 125 668 185 125 853

in CHF 1 000Share

capitalShare

premiumTreasury

sharesRetained earnings

Translation reserve

Equity attributable

to Cicor shareholders

Non- controlling

interestTotal

equity

Balance at 1 January 2014 28 806 114 955 –37 –12 450 –5 606 125 668 185 125 853

Net profit – – – 6 103 6 103 99 6 202Other comprehensive income – – – –6 881 975 –5 906 –16 –5 922Total comprehensive income – – – –778 975 197 83 280

Transactions with owners, recorded directly in equity:Dividend/capital contribution paid to shareholders – –866 – – – –866 – –866Capital increase for the established stock option plans 116 219 – – – 335 – 335Total transactions with owners 116 –647 – – – –531 – –531Balance at 31 December 2014 28 922 114 308 –37 –13 228 –4 631 125 334 268 125 602


44

1. Corporate information

Cicor Technologies Ltd., Boudry, is a public company, the shares of which are traded on the Swiss Stock Exchange (SIX).The Cicor Group offers a seamless production and service chain for electronic components and systems, from development and engineering to large-scale manufacture, after-sales service and product lifecycle management. Mainly active in Europe, the USA and Asia, Cicor’s main competences are: • Manufacturing PCBs and HDIs: Rigid, rigid-flexible and

flexible• Manufacturing hybrids (thin-, thick-film, RF boards)• Quick turn prototypes; small, medium and large series• Microassembly (SMD, wire bonding, flip chip, etc.)• Packaging• Outsourcing services for the manufacture of electronic mo-

dules, component groups and complete electronic products (EMS: Electronic Engineering and Manufacturing Services)

2. Basis of the consolidated financial statements

2.1 Basis of preparation

Statement of complianceThe consolidated financial statements of the Cicor Group are based on uniform accounting and valuation principles applica-ble to all subsidiaries of the Group. The consolidated financial statements have been prepared in accordance with Interna-tional Financial Reporting Standards (IFRS) and the require-ments of the Swiss Code of Obligations.The consolidated financial statements of the Cicor Group for the year ending 31 December 2014 were authorized for issue on 10 March 2015 and are subject to approval at the Sharehold-ers’ Meeting of 23 April 2015.

Basis of measurementThe consolidated financial statements have been prepared on an accrual basis under the historical cost convention except for the following:• Derivative financial instruments are measured at fair value• Financial instruments at fair value through profit or loss are

measured at fair value• Available-for-sale financial assets are measured at fair value

Functional and presentation currencyThe consolidated financial statements are presented in Swiss francs (CHF), which is the Company’s functional and presenta-tion currency.

2.2 Significant accounting principles

Basis of consolidationThe consolidated financial statements comprise the financial statements of Cicor Technologies Ltd. and all the subsidiaries over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial state-ments of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. A list of all subsidiaries is disclosed in note 3. Cicor does not hold any subsidiaries, investments, assets or liabilities which are not fully consolidated within the financial statements of the Cicor Group.Upon the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any non-controlling interests and other equity components related to the subsidiary. Any surplus or deficit arising from the loss of control is recognized as profit or loss.Non-controlling interests in equity, profit and other comprehensive income are shown separately. Changes in the Group’s interest that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Group’s interests and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Group. Intercompany balances, transactions and profits are eliminated by consolidation.

Acquisition methodAcquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed and equity instruments issued by the Group in exchange

Notes to the consolidated financial statementsGeneral remark on the notes of the Consolidated Financial Statements: Unless stated otherwise, all amounts in CHF 1 000


45

for control of the acquiree. The excess of (a) The consideration transferred and the amount of any non-controlling interest in the acquiree over (b) The fair value of the net identifiable assets acquired and the liabilities assumed as of the acquisition date is recognized as goodwill. For each business combination, the Group elects whether it measures the non-controlling interest in the acquiree either at fair value or proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are recognized in profit or loss as incurred.

Foreign currency conversionEach entity in the Group determines its own functional cur-rency and items included in the financial statements of each entity are measured using that functional currency. Transac-tions in foreign currencies are converted at the rate of ex-change on the transaction date. Gains and losses of foreign currency transactions and of converting year-end foreign cur-rency balances are recognized in the income statement.

Foreign exchange differences on long-term loans to foreign operations, where repayment is neither likely nor planned, are recognized in other comprehensive income.

The financial statements of subsidiaries that report in foreign currencies are translated into Swiss francs as follows:• Balance sheet items: At year-end exchange rates• Income statement and cash flow statement items: At average

exchange rates for the year

The translation differences resulting from the conversion of financial statements denominated in foreign currencies are directly charged to other comprehensive income. On the date of the sale of a foreign subsidiary, the respective cumulative foreign currency translation differences are recognized in prof-it or loss.

Foreign exchange rates 2014 2013

Closing EUR 1.2027 1.2267 USD 0.9899 0.8899 RON 0.2680 0.2742 SGD 0.7484 0.7037 CNY 0.1618 0.1460Average EUR 1.2146 1.2307 USD 0.9152 0.9270 RON 0.2733 0.2786 SGD 0.7222 0.7410 CNY 0.1489 0.1497

Segment informationA business segment is a component of an entity that engages in business activities from which it may earn revenues and in- cur expenses, whose operating results are regularly reviewed by the chief operating decision-makers, and for which discrete financial information is available. As from 1 January 2014, Cicor adjusted its structure and reduced the number of Divisions from four to two. The former Cicor Printed Circuit Boards (PCB) and Cicor Microelectronics (ME) Divisions were merged into the Ad-vanced Microelectronics & Substrates (AMS) Division and the Cicor Electronic Solutions and Cicor Asia Divisions were merged into the Electronic Solutions (ES) Division. Previous year’s seg-ment reporting has been restated accordingly.

Property, plant and equipmentItems of property, plant and equipment are individually measured at cost less accumulated depreciation and accumulated impairment losses. Depreciation is computed on a straight-line basis over the estimated useful life of the assets as follows:

Land* Buildings 25–50 yearsImprovements max. 10 yearsMachinery 3–10 yearsFurniture 5–15 yearsEquipment 3–10 yearsVehicles 4 years

* Land is not depreciated, as it is deemed to have an indefinite life.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Subsequent expenditure is capitalized only when it is probable that future economic benefits associated with the expenditure will flow to the Group. Ongoing repairs and maintenance related to investments in property, plant and equipment are charged to income as incurred.


46

GoodwillGoodwill represents the excess of (a) The consideration transferred and the amount of any non-controlling interest in the acquiree over (b) The Group’s interest in the net of the identifi-able assets acquired and the liabilities assumed, measured at fair value. When the excess is negative (badwill), it is recognized immediately in the income statement. Subsequently, goodwill is measured at cost less accumulated impairment losses.

For the purpose of impairment testing, goodwill is allocated to cash-generating units from the date of acquisition. The alloca-tion is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination.

Other intangible assetsOther intangible assets that have finite useful lives, are meas-ured at cost less accumulated amortization and accu mulated impairment losses. Amortization is computed on a straight-line basis over the estimated useful life of the asset: Technology (5–20 years), Clients (10–15 years), Brands (15 years), Software and others (3–10 years).

Impairment of non-financial assetsProperty, plant and equipment as well as intangible assets with finite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If such indication exists, then the asset’s recoverable amount is estimated. Intangible assets with indefinite useful lives and goodwill are subject to annual or more frequent impairment testing.

An impairment loss is recognized in profit or loss when the carrying amount of an asset or a cash-generating unit (CGU)exceeds its estimated recoverable amount. The recoverable amount of an asset or group of assets is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows from continuing use of an asset or a group of assets that are largely independent of cash flows of other assets are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. The relevant cash flows are based on the most recent business plans of these cash-generating

units (period of three years) and the assumptions therein con-cerning the development of prices, markets and market shares. Assets for which an impairment loss was recognized are re-viewed on each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is re-versed only if there has been a change in the estimates used to determine the recoverable amount. The reversal is limited to the amount that would have been determined, net of depre-ciation or amortization, if no impairment had been recognized. Such reversal is recognized in profit or loss. Impairment losses on goodwill are not reversed.

Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

Leasing agreementsFixed assets acquired under leasing contracts where both the risks and rewards of ownership are substantially transferred to Cicor, are classified as finance leases. Such assets are recorded at the lower of the estimated net present value of future minimum lease payments and the estimated fair value of the asset at the inception of the lease. Assets under finance leases are fully amortized over the shorter of the lease term and its useful life. The corresponding lease obligations, ex-cluding finance charges, are included in either short-term or long-term financial debt. Lease installments are divided into an interest and a redemption component.Operating lease payments are recognized as an expense in profit or loss on a straight-line basis over the lease term.

InventoriesInventories are valued at the lower of purchase or manufacturing costs and net realizable value. Costs for raw material are measured according to the weighted average cost method. The cost of work in progress and finished goods includes ma-terials, related manufacturing labour and related overheads. Concerning work in progress, estimated losses correspond to the negative difference between the net realizable value and the estimated costs until finalization of work-in-progress.


47

Trade accounts receivableTrade accounts receivable are initially recognized at fair value and subsequently measured at amortized costs less necessary allowances for bad debts. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade accounts receivables. The main components of this allowance are a specific loss component that relates to individually significant exposure, and a collective loss compo-nent established for groups of assets with similar risk charac-teristics in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar receivables.

Cash and cash equivalentsCash and cash equivalents are stated at amortized costs and include cash on hand, postal and bank accounts at sight and time deposits with original maturities of 90 days or less.

Bank borrowings, trade and other liabilitiesNon-derivative liabilities are initially recognized at fair value less any directly attributable transaction costs and are subsequently measured at amortized cost.

ProvisionsProvisions are recognized when• The Group has a present legal or constructive obligation as

a result of past events• It is probable that resources are needed to extinguish the

obligation• The amount of the obligation can be estimated in a reliable

way.

A provision is recognized for expected warranty claims on products sold during the last two years, based on past experi-ence of the level of repairs and returns.

Government grantsGovernment grants are recognized as income over the periods matching the related costs, which they are intended to com-pensate for on a systematic basis. Government grants are re-cognized only when there is reasonable assurance that the company will comply with the conditions attached to them and that the grants will be received.

Income taxesIncome tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or in other comprehensive income, in which case it is recognized in equity or other comprehensive income. Current income taxes are accrued based on taxable income of the current year. The tax rates and tax laws used to compute the amount are those that are enacted or substantially enacted at the reporting date. Deferred income tax assets and liabilities are recognized for all temporary differences between the tax and accounting bases of assets and liabilities on the reporting date using the liability method, with the exception of: • Temporary differences in the initial recognition of an asset

or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor the taxable profit or loss

• Taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the tem-porary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future

• Taxable temporary differences arising from the initial recog-nition of goodwill.

Deferred income taxes are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled.Deferred tax assets arising from tax loss carry-forwards and deductible temporary differences are capitalized only if it is probable that they can be used to be offset against future tax-able profits.

Derivative financial instrumentsDerivative financial instruments are stated at fair value, and gains and losses are reported in the financial result. The Group does not apply hedge accounting as defined in IAS 39.

Pension plansDefined contribution plansA defined contribution plan is a post-employment plan under which an entity pays fixed contributions into a separate en tity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as personnel expenses in profit or loss in the periods during which related services are rendered by employees.


48

Defined benefit plansCicor’s net obligation with respect to defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods and deducting the fair value of plan assets. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of any eco-nomic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. The Group determines the net interest expense by applying the dis-count rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability or asset. The discount rate corresponds to the yield on at least AA credit-rated bonds that have maturity dates ap-proximating the terms of the Group’s obligations.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized imme-diately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs. Current service costs and past service costs are recog-nized in personnel costs. Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses on the defined benefit obligation and the return on plan assets (excluding interest) are immediately recognized in other com-prehensive income.

Earnings per shareBasic earnings per share are calculated by dividing the net profit excluding minority interests by the weighted average number of shares outstanding during the reporting period. Diluted earnings per share include all potentially dilutive effets.

Treasury sharesWhen share capital is repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized net of any tax effects as a deduction from equity. Repurchased shares are classified as treasury shares and pre-sented as a deduction from total equity. When treasury shares are sold or reissued subsequently, the amount received is re-cognized as an increase in equity, and the resulting gain or loss on the transaction is transferred to or from retained earnings.

Share-based paymentsThe grant date fair value of options granted to employees is recognized as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the options. The amount recognized as an expense is adjusted to reflect the number of share options for which the related service and non-market vesting condi-tions are expected to be met such that the amount ultimately recognized is based on the number of options that are going to meet the related service and non-market conditions at the vesting date, if any.

Revenue recognitionRevenue from the sale of products comprises all revenue that is derived from sales of products to third parties after deduc ting price rebates and value-added tax. Revenue from the sale of products is recognized when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on delivery of the products. Revenue from engineering and consulting services is recog-nized in the accounting period in which the services are ren-dered.

Research and development costsResearch costs are expensed as incurred. An intangible asset arising from development expenditure on an individual project is recognized only when a future benefit is expected and the costs can be measured reliably. Additionally, the Group has to demonstrate the technical feasibility, the availability of resources and its intention of completing the project so that it will be available for use or sale.Capitalized development cost is measured at cost less accumulated amortization and accumulated impairment losses.


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2.3. Critical accounting estimates and assumptions

The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities on the balance sheet date as well as the reported amounts of revenues and expenses. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. Although these estimates are based on management’s best knowledge of cur-rent events and action the Cicor Group may undertake in the future, actual results may ultimately differ from those esti-mates. Areas involving a higher degree of judgment or complex-ity, or areas where assumptions and estimates are significant to the consolidated financial statements, are discussed where applicable. They concern intangible assets including goodwill and liabilities for post-employment benefits.

GoodwillOn 31 December 2014, the carrying value of goodwill from acquisitions totaled TCHF 67 990. The recoverability of goodwill is tested for impairment annually during the fourth quarter or earlier if an indication of impairment exists. The value of goodwill is primarily dependent upon projected cash flows, discount rates (WACC) and long-term growth rates. The significant assumptions are disclosed in note 6. Changes to the assumptions may result in an impairment loss in subsequent years.

Liabilities for post-employment benefitsThe net obligation in respect of defined benefit plans is calcu-lated on the basis of various financial and actuarial assump-tions. The key assumptions for assessing this obligation are the discount rate, future salary and pension increases and the assumption for mortality. As of 31 December 2014, the net obligation amounted to TCHF 23 536 which was recorded as a long-term liability on the consolidated balance sheet. The obligation was calculated using a discount rate of 1.1% (2013: 2.5%), the remaining assumptions are disclosed in note 13.

2.4 Changes in accounting principles

Changes in accounting policiesThe IASB has issued the following standards and interpreta-tions and amendments to standards and interpretations, which have been adopted in the current period. They had no or no significant impact on the consolidated financial statements:

Standard or interpretation

Amendments to IFRS 10, 12 and IAS 27 Investment Entities

Amendments to IAS 32Offsetting Financial Assets and Finan-cial Liabilities

Amendments to IAS 36Recoverable Amount Disclosure for Non-Financial Assets

Amendments to IAS 39Novation of Derivatives and Continua-tion of Hedge Accounting

IFRIC 21 Levies


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New IFRS standards and interpretations not adoptedThe following new and revised standards and interpretations have been issued, but are not effective yet. They have not been applied early in these consolidated financial statements. Their impact on the consolidated financial statements of Cicor Techno-logies has not yet been systematically analyzed. However, a preliminary assessment has been conducted by Group Management and the expected impact of each standard and interpretation is presented in the table below.

Standard or interpretation Effective date

Amendments to IAS 19 Defined Benefit Plans: Employee Contributions * 1 July 2014Various Annual improvements to IFRS 2010–2012 / 2011–2013 * 1 July 2014

Amendments to IFRS 10 and IAS 28Sale or Contribution of Assets between an Investor and its Associate or Joint Venture * 1 January 2016

Amendments to IFRS 10, IFRS 12 and IAS 28 Investment Entities: Applying the Consolidation Exception * 1 January 2016Amendments to IAS 1 Disclosure Initiative * 1 January 2016Amendments to IAS 11 Accounting for Acquisitions in Interests in Joint Operations * 1 January 2016

Amendments to IAS 16 and IAS 38Clarification of Acceptable Methods of Depreciation and Amortization * 1 January 2016

Various Annual Improvements to IFRSs 2012–2014 Cycle * 1 January 2016IFRS 15 Revenue with Contracts from Customers *** 1 January 2017IFRS 9 Financial Instruments * 1 January 2018

* No impact or no significant impact is expected on the consolidated financial statements.** The impact on the consolidated financial statements is expected to result in additional disclosures or changes in presentation.*** The impact on the consolidated financial statements can not yet be determined with sufficient reliability.

General remark regarding the Annual Report 2014: Percentages are calculated from figures commercially rounded to TCHF.General remark regarding the notes of the consolidated financial statements. Unless stated otherwise, all amounts are in CHF 1 000.


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3. Scope of consolidation

in local currency 1 000 Currency2014 Nominal share capital

Participation in %

2013 Nominal share capital

Participation in %

Cicorel SA, Boudry/Switzerland*Engineering/Production/Sales/Distribution CHF 8 000 100 8 000 100Reinhardt Microtech AG, Wangs/Switzerland*Engineering/Production/Sales/Distribution CHF 1 800 100 1 800 100Reinhardt Microtech GmbH, Ulm/GermanyEngineering/Production/Sales/Distribution EUR 500 75 500 75RHe Microsystems GmbH, Radeberg/Germany*Engineering/Production/Sales/Distribution EUR 216 100 216 100Electronicparc Holding AG, Wil/Switzerland*Holding/Finance CHF 23 271 100 23 271 100Swisstronics Contract Manufacturing AG, Wil/SwitzerlandEngineering/Production/Sales/Distribution CHF 3 000 100 3 000 100Systronics SRL, Arad/RomaniaProduction RON 5 145 100 5 145 100Systel Italia SRL, Milano/ItalySales/Distribution EUR 10 100 10 100ESG Holding Pte Ltd., Singapore*Holding/Finance SGD 1 896 100 1 896 100Cicor Asia Pte Ltd., SingaporeSales/Distribution SGD 1 000 100 1 000 100Cicor Ecotool Pte Ltd., SingaporeEngineering/Production SGD 1 000 100 1 000 100PT Cicor Panatec, Batam/IndonesiaProduction USD 300 100 300 100Brant Rock Enterprises Corporation, British Virgin IslandsHolding/Finance USD 10 100 10 100Cicor Anam Ltd., Anam/VietnamProduction USD 1 500 100 1 500 100Suzhou Cicor Technology Co. Ltd., China Production CNY 30 882 100 23 507 100Cicor Americas Inc., USASales/Distribution USD 10 100 10 100Cicor Management AG, Zurich/Switzerland*Management Services CHF 250 100 250 100

* Directly held subsidiaries of Cicor Technologies Ltd.


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4. Segment reporting

2014 in CHF 1 000

AMS Division 2014 ES Division 2014

Total reportable segments

2014

Corporate and eliminations

2014Consolidated

2014

Income statementSales to external customers 56 934 145 524 202 458 – 202 458Intersegment sales – 138 138 –138 –Segment result before depreciation and amortization (EBITDA) 8 031 13 676 21 707 –1 880 19 827Segment result (EBIT) 2 177 9 344 11 521 –1 937 9 584

Balance sheet 31.12.2014 31.12.2014 31.12.2014 31.12.2014 31.12.2014

Intangible segment assets 37 125 42 566 79 691 181 79 872Other than intangible segment assets 67 451 82 401 149 852 2 584 152 436Total assets 104 576 124 967 229 543 2 765 232 308Segment liabilities 70 298 69 244 139 542 –32 836 106 706

Other segment information 2014 2014 2014 2014 2014

Depreciation and amortization 5 854 4 334 10 188 55 10 243Capital expenditures on property, plant and equipment 6 535 4 083 10 618 – 10 618

2013 restated in CHF 1 000

AMS Division 2013 ES Division 2013

Total reportable segments

2013

Corporate and eliminations

2013Consolidated

2013

Income statementSales to external customers 59 080 131 373 190 453 – 190 453Intersegment sales 15 32 47 –47 –Segment result before depreciation and amortization (EBITDA) 7 740 12 018 19 758 –2 154 17 604Segment result (EBIT) 2 218 8 505 10 723 –2 211 8 512

Balance sheet 31.12.2013 31.12.2013 31.12.2013 31.12.2013 31.12.2013

Intangible segment assets 37 906 42 995 80 901 236 81 137Other than intangible segment assets 68 086 72 183 140 269 4 893 145 162Total assets 105 992 115 178 221 170 5 129 226 299Segment liabilities 70 500 58 990 129 490 –29 044 100 446

Other segment information 2013 2013 2013 2013 2013

Depreciation and amortization 5 522 3 513 9 035 57 9 092Capital expenditures on property, plant and equipment 9 405 5 888 15 293 – 15 293

Cicor defines its reportable segments based on the internal reporting to its chief operating decision-makers. They base their strategic and operative decisions on these monthly distributed reports, which include the aggregated financial data for the Group and for the Divisions. On 1 January 2014, Cicor adjusted its structure and reduced the number of Divisions from four to two. The former Cicor Printed Circuit Boards (PCB) and Cicor Microelectronics (ME) Divisions were merged into the division Advanced Microelectronics & Substrates (AMS) and the Cicor Electronic Solutions and Cicor Asia Divisions were merged into the Division Electronic Solutions (ES). Previous year’s segment reporting has been restated accordingly. The AMS Division supplies printed circuit boards and thin-/thick-film-coating technologies as well as a wide range of microelectronic manufacturing capabilities to different industries, whereas the ES Division provides electronic manufacturing services, from product development to volume production and after-sales service.


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For internal reporting, and therefore the segment reporting, the applied principles of accounting and valuation are the same as in the consolidated financial statements. Intersegment sales are recognized at arm’s length.

in CHF 1 000 2014 2013

Reconciliation of total reportable segment resultTotal reportable segment result (EBIT) 11 521 10 723Other corporate expenses –1 937 –2 211Financial income 4 844 5 689Financial expenses –6 470 –8 385Consolidated profit before tax 7 958 5 816

Other corporate expenses contain stewardship costs and costs related to the listing on the Swiss Stock Exchange (SIX).

Entity-wide information

2014 in CHF 1 000

Switzerland 2014

Germany 2014

Other 2014

Total 2014

Sales to external customers (attributed to the entity’s country of domicile) 111 178 20 200 71 080 202 458

31.12.2014 31.12.2014 31.12.2014 31.12.2014

Other non-current assets 96 119 12 344 21 886 130 349

2013 in CHF 1 000

Switzerland 2013

Germany 2013

Other 2013

Total 2013

Sales to external customers (attributed to the entity’s country of domicile) 106 558 19 209 64 686 190 453

31.12.2013 31.12.2013 31.12.2013 31.12.2013

Other non-current assets 97 289 11 828 20 219 129 336

Other non-current assets include property, plant and equipment and intangible assets.

in CHF 1 000 31.12.2014 % 31.12.2013 %

Sales by destinationSwitzerland 79 425 39.2 73 680 38.7 Europe (excluding Switzerland) 73 204 36.2 71 084 37.3 Asia 35 008 17.3 35 635 18.7 North America 13 798 6.8 9 578 5.0 Other 1 023 0.5 476 0.3 Total 202 458 100.0 190 453 100.0

Sales by industryAerospace & defence 17 921 8.9 15 424 8.1 Communication 18 245 9.0 19 551 10.3 Industrial 54 953 27.1 47 252 24.8 Medical 56 663 28.0 53 258 28.0 Automotive & transport 22 980 11.4 17 372 9.1 Watches & consumer 23 252 11.5 28 083 14.7 Other 8 444 4.1 9 513 5.0 Total 202 458 100.0 190 453 100.0


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Major customers The Cicor Group’s biggest customer contributes less than 7% (2013: less than 8%) to the Group’s consolidated sales. In 2014, about 43% (2013: about 42%) of the Group’s total net sales can be attributed to the Group’s top ten clients.

5. Property, plant and equipment

2014 in CHF 1 000

Land and buildings Machinery

Furniture and equipment

Other equipment Total

Acquisition costsBalance at 1 January 2014 28 336 87 963 9 931 1 940 128 170Additions 1 070 8 049 1 345 154 10 618Disposals –207 –4 388 –127 – –4 722Reclassifications –28 28 –99 99 –Translation adjustment 311 612 23 –6 940Balance at 31 December 2014 29 482 92 264 11 073 2 187 135 006

Accumulated depreciation Balance at 1 January 2014 –11 559 –60 344 –6 585 –1 483 –79 971Depreciation –1 696 –5 877 –982 –233 –8 788Disposals 207 4 247 89 – 4 543Reclassification – – 121 –121 –Translation adjustment –97 –229 2 11 –313Balance at 31 December 2014 –13 145 –62 203 –7 355 –1 826 –84 529

Net book value1 January 2014 16 777 27 619 3 346 457 48 19931 December 2014 16 337 30 061 3 718 361 50 477Of which net book value of assets under financial lease – 1 116 – – 1 116

Net book value of pledged assets 6 193Addition of assets under financial lease –

In 2014, Cicor invested CHF 8.0 million in machinery and equipment at companies in Switzerland, Germany, Romania and Asia. Of this, CHF 3.1 million were invested in one site in Switzerland to increase its leading position as a manufacturer of high demanding printed circuit boards with ultra-fine lines. Investments included a state-of-the-art laser direct imaging (LDI) system, delivering the highest imaging accuracy and yields for today’s most complex IC substrate applications, including Flip-Chip BGA, Flip-Chip CSP, BGA/CSP and module manufacturing.


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2013 in CHF 1 000

Land and buildings Machinery

Furniture and equipment

Other equipment Total

Acquisition costsBalance at 1 January 2013 24 702 80 489 8 776 1 988 115 955Additions 3 817 8 838 2 388 250 15 293Disposals –114 –1 227 –1 224 –304 –2 869Translation adjustment –69 –137 –9 6 –209Balance at 31 December 2013 28 336 87 963 9 931 1 940 128 170

Accumulated depreciation Balance at 1 January 2013 –10 326 –56 232 –7 012 –1 527 –75 097Depreciation –1 341 –5 481 –781 –246 –7 849Disposals 76 1 227 1 204 298 2 805Translation adjustment 32 142 4 –8 170Balance at 31 December 2013 –11 559 –60 344 –6 585 –1 483 –79 971

Net book value1 January 2013 14 376 24 257 1 764 461 40 85831 December 2013 16 777 27 619 3 346 457 48 199Of which net book value of assets under financial lease – 3 949 – – 3 949

Net book value of pledged assets 9 116Addition of assets under financial lease 85

In 2013, Cicor invested CHF 3.8 million in buildings at companies in Switzerland, Germany and Asia to increase either their capacity or their efficiency. Related to these investments in buildings, a total of about CHF 3 million was spent on new machines.


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6. Intangible assets

2014 in CHF 1 000 Goodwill Brand Technology Clients Other Total

Acquisition costsBalance at 1 January 2014 95 922 6 711 7 640 3 626 1 248 115 147Additions – – 151 – 3 154Translation adjustment 71 – –48 –9 15 29Balance at 31 December 2014 95 993 6 711 7 743 3 617 1 266 115 330

Accumulated depreciation Balance at 1 January 2014 –28 003 –1 490 –2 422 –1 631 –464 –34 010Amortization – –447 –658 –245 –105 –1 455Translation adjustment – – 13 4 –10 7Balance at 31 December 2014 –28 003 –1 937 –3 067 –1 872 –579 –35 458

Net book value1 January 2014 67 919 5 221 5 218 1 995 784 81 13731 December 2014 67 990 4 774 4 676 1 745 687 79 872

2013 in CHF 1 000 Goodwill Brand Technology Clients Other Total

Acquisition costsBalance at 1 January 2013 95 933 6 711 6 748 3 616 1 130 114 138 Additions – – 877 – 121 998 Translation adjustment –11 – 15 10 –3 11 Balance at 31 December 2013 95 922 6 711 7 640 3 626 1 248 115 147

Accumulated depreciation Balance at 1 January 2013 –28 003 –1 043 –2 353 –1 017 –344 –32 760 Amortization – –447 –458 –242 –96 –1 243 Reclassification – – 396 –369 –27 –Translation adjustment – – –7 –3 3 –7 Balance at 31 December 2013 –28 003 –1 490 –2 422 –1 631 –464 –34 010

Net book value1 January 2013 67 930 5 668 4 395 2 599 786 81 378 31 December 2013 67 919 5 221 5 218 1 995 784 81 137

In 2013, development costs of TCHF 818 spent on specific production technology were capitalized and will be amortized on a straight-line basis over its useful life of five years.


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Goodwill/Impairment test

Goodwill positions are allocated to the cash generating units (CGUs), which are the two reportable segments.

The recoverable amount of these business units has been determined on the basis of a value in use calculation. The underlying present value of future cash flows of the business units are based on financial budgets for a three-year period and a terminal value based on the cash flow projections beyond the period covered by the most recent plans. The assumptions therein concerning the development of prices, markets and market shares reflect the current economic situation. The plans used are generated bottom-up, developed by senior management and approved by the Board of Directors.

The impairment test based on this latest midterm plan indicated that the recoverable amount of all CGUs was above their carrying value. Consequently, no impairment on goodwill needs to be recognized (2013: no impairment).

in CHF 1 000

31.12.2014 AMS

31.12.2014 ES

31.12.2013 AMS

31.12.2013 ES

Goodwill 30 666 37 324 30 658 37 261 Pre-tax discount rate 8.8% 9.1% 9.5% 10.7% Recoverable amount 97 027 113 045 94 818 96 888 Carrying value 85 579 80 904 86 263 76 671 Exceeding amount 11 448 32 141 8 555 20 217 Growth rate after the business plan period 1.75% 1.65% 1.75% 1.65%

In a formal sensitivity approach, the recoverable amount would be equal to the carrying value of the cash generating units if the:

2014 AMS ES

Growth rate after the business plan period decrease by: 0.2% 1.6% Pre-tax discount rate increase by: 1.2% 3.6%

7. Inventories

in CHF 1 000 31.12.2014 31.12.2013

Net value of raw materials 21 783 22 126 Net value of work-in-progress 13 197 12 053 Net value of finished goods 7 147 6 714 Total inventories 42 127 40 893 Change in inventory allowance –127 –97


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8. Trade accounts receivable and other accounts receivable

in CHF 1 000 31.12.2014 31.12.2013

Trade accounts receivable 31 157 29 972 Allowance for bad debts –288 –419 Total trade accounts receivable 30 869 29 553

Ageing of trade accounts receivable

in CHF 1 00031.12.2014

Gross31.12.2014 Allowance

31.12.2013 Gross

31.12.2013 Allowance

Not yet due 24 465 – 22 444 –Overdue by 0-45 days 5 048 5 6 303 153 Overdue by 46-90 days 1 076 61 901 167 Overdue by 91-180 days 384 88 236 54 Overdue by 181-360 days 149 99 70 33 Overdue by more than 360 days 35 35 18 12 Total trade accounts receivable 31 157 288 29 972 419

Movement in the allowance for impairment for trade accounts receivable

in CHF 1 000 2014 2013

Individual impairment allowanceBalance as of 1 January 419 579 Allowance increase 28 36 Utilisation/consumption –75 –194 Reversal of allowance –84 –2 Translation adjustments – –Balance as of 31 December 288 419

Collective impairment allowance Balance as of 1 January – 35 Change in allowance – –35 Balance as of 31 December – –

Other accounts receivable

in CHF 1 000 31.12.2014 31.12.2013

Receivables on bullion dealers’ accounts 526 1 218Value added taxes 1 357 980Withholding taxes 5 3Other 2 095 1 537Total other accounts receivable 3 983 3 738

The Group’s exposure on credit and currency risks relating to trade and other receivables is disclosed in note 27.


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9. Cash and cash equivalents

in CHF 1 000 31.12.2014 31.12.2013

Bank accounts 17 006 15 369 Total cash and cash equivalents 17 006 15 369

Cicor Technologies’ banking partners are first-rate Swiss, German and Romanian banks. Cash earns interests at floating rates of 0.05% (CHF); 0.05% (EUR); and 0.125% (USD). For the currency split of cash and cash equivalents, refer to note 27.

10. Provisions

2014 in CHF 1 000 Restructuring Warranties Other Total

Balance at 1 January 2014 – 2 140 2 160 4 300 Additional provisions – 1 578 807 2 385 Unused amounts reversed – –1 226 –153 –1 379 Amount used – –336 –981 –1 317 Translation adjustments – –19 25 6 Balance at 31 December 2014 – 2 137 1 858 3 995 thereof short-term provisions – 811 1 168 1 979 thereof long-term provisions – 1 326 690 2 016

2013 in CHF 1 000 Restructuring Warranties Other Total

Balance at 1 January 2013 8 2 557 1 915 4 480 Additional provisions – 1 062 1 238 2 300 Unused amounts reversed – –902 –187 –1 089 Amount used –8 –589 –781 –1 378 Translation adjustments – 12 –25 –13 Balance at 31 December 2013 – 2 140 2 160 4 300 Of which short-term provisions – 775 1 468 2 243 Of which long-term provisions – 1 365 692 2 057

Warranty provisions are recognized for warranty claims on products sold. The additional provisions in 2014 were based on several smaller cases.

As per 31 December, other provisions consist mainly of jubilee benefits (2014: TCHF 752; 2013: TCHF 711) and rebuilding costs (2014: TCHF 377; 2013: TCHF 366).


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11. Taxes

Major components of tax expense in CHF 1 000 2014 2013

Current income taxes 1 566 1 366 Income tax for prior years –91 –96 Deferred tax 281 2 Total tax expense 1 756 1 272

Deferred tax assets and liabilities

in CHF 1 00031.12.2014

Assets31.12.2014 Liabilities

31.12.2013 Assets

31.12.2013 Liabilities

Deferred taxes on intangible assets – 2 226 – 2 440 Deferred taxes on property, plant and equipment 150 495 74 648 Deferred taxes on other assets 778 1 012 920 1 130 Deferred taxes on liabilities 4 351 216 2 889 539 Total 5 279 3 949 3 883 4 757 Deferred taxes on loss carried forward 2 874 – 3 940 –Offset of assets and liabilities –1 209 –1 209 –1 382 –1 382 Total deferred tax assets and liabilities 6 944 2 740 6 441 3 375

Balance at 1 January 6 441 3 375 7 164 3 384 Change of temporary differences recognized in the income statement 150 –635 –206 –9 Actuarial gains (losses) from defined benefit plans 1 419 – –415 –Change in tax loss carried forward –1 066 – –102 –Balance at 31 December 6 944 2 740 6 441 3 375

The deferred taxes on liabilities consist mainly of deferred taxes on liabilities for post-employment benefits.

Reconciliation of current income tax and deferred tax

in CHF 1 000 2014 2013

Profit before tax 7 958 5 816 Weighted average income tax in % 20.5% 22.5% Expected income tax expense 1 631 1 309 Current-year losses for which no deferred tax asset is recognized 399 365 Recognition of tax assets on previously unrecognized tax losses –71 –227 Effect of tax-rate changes compared to prior period 8 –Effect of non-deductible expenses – –18 Effect of tax-exempt income –178 –Adjustments for current tax of prior periods –91 –95 Other adjustments 58 –62 Effective income taxes 1 756 1 272 Effective income taxes in % of profit/(loss) before tax 22.1% 21.9%


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Tax loss carried forward for which no deferred tax assets have been capitalized in CHF 1 000 31.12.2014 31.12.2013

Tax loss carried forward expiring within 1 year – –Tax loss carried forward expiring in 1 year – –Tax loss carried forward expiring in 2 years 4 951 –Tax loss carried forward expiring in 3 years 1 385 7 915 Tax loss carried forward expiring in 4 or more years 2 939 2 668

Since the Group operates in various tax jurisdictions, its average expected tax rate is calculated as a weighted average of the tax rates in these jurisdictions. This rate changes from year to year due to changes in the mix of the Group’s taxable income and changes in local tax rates.

Tax losses carried forward are capitalized where the possibility of using them is high. In 2014 an additional deferred tax asset of TCHF 96 has been capitalized.

Deferred tax liabilities related to investment in subsidiaries of the Group are not recognized because the Group controls whether the liability will be incurred and it is satisfied that it will not be incurred in the foreseeable future.

12. Financial liabilities

Long-term financial liabilities

in CHF 1 000 31.12.2014 31.12.2013

Financial leases 97 585 Borrowings, long-term 32 683 37 479 Total long-term financial liabilities 32 780 38 064

Short-term financial liabilities

in CHF 1 000 31.12.2014 31.12.2013

Bank overdrafts 2 601 3 617Bank borrowings, short-term 2 104 859Short-term portion of long-term borrowings 352 320Financial leases 402 730Total short-term financial liabilities 5 459 5 526

Maturity of financial liabilities

in CHF 1 000 31.12.2014 31.12.2013

Within 1 year 5 459 5 526Within 2 to 5 years 32 780 38 064More than 5 years – –Total financial debts 38 239 43 590


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Repayments of financial liabilities

2014 Interest rate 2015 2016 2017 2018 20192020

and after

CHF 45.0 million revolving credit line 1.8% – – 32 000 – – –EUR 1.25 million loan 2.5% 842 – – – – –EUR 2.0 million revolving credit line 2.3% 1 759 – – – – –EUR 2.71 million revolving credit line 2.6% 2 456 281 207 128 67 –Leasing n.a. 402 97 – – – –Total 5 459 378 32 207 128 67 –

2013 Interest rate 2014 2015 2016 2017 20182019

and after

CHF 45.0 million revolving credit line 2.3% – 36 917 - – – –EUR 0.67 million loan 2.8% 822 – – – – –EUR 0.45 million loan 2.6% 552 – – – – –EUR 4.3 million revolving credit line 2.9% 3 422 306 171 85 – –Leasing n.a. 730 487 98 – – –Total 5 526 793 37 186 85 – –

On 22 December 2014, the Group signed a syndicated bank loan agreement on a total line of CHF 65 million plus an allowance of an external basket of CHF 10 million valid for three years, beginning on 19 January 2015, with two extension options of one ad-ditional year each, therefore running for a maximum term of five years.

The covenants are a net debt/EBITDA ratio of a maximum of 2.5 times and a minimum equity ratio of 45%. EBITDA is calculated before restructuring costs, possible acquisitions can be added pro forma. The interest bases on LIBOR added by a margin varia-ble depending on the net debt/EBITDA ratio.

The new agreement replaces a syndicated bank loan agreement on a total line of CHF 45 million signed on 29 February 2012. The covenants were a net debt/EBITDA ratio of a maximum of 2.5 times and a minimum equity ratio of 45%. The bank covenants were fulfilled at all times.

The current CHF 45 million revolving credit line, which was divided into CHF 42 million cash and CHF 3 million for guarantees, was utilized by CHF 32 million cash at a variable interest rate of 2.2% on average and for guarantees of CHF 0.6 million bearing com-mission charges of 2%.

In addition to the syndicated loan, the Group has loans totaling EUR 0.7 million to be repaid in 2015 at an average interest rate of 2.5 % and revolving loans of EUR 4.7 million utilized with EUR 4.1 million at an average variable interest rate of 2.6 %.

Collateral assets of CHF 4 million were pledged. The shares of the following companies at a nominal value of CHF 36.1 million (2013: CHF 36.1 million) are in deposit with the lead bank pledged as collateral for the syndicated credit line: Cicorel SA, Electronicparc Holding AG, Swisstronics Contract Manufacturing AG and Reinhardt Microtech AG.


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13. Liabilities for post-employment benefits

Defined benefit plansCicor maintains several pension plans for employees in Switzerland and Germany. Expenses of defined benefit plans totaled TCHF 2 130 (2013: TCHF 2 497).

The majority of Cicor’s insured employees are covered for the risk of old age, death and disability within two collective pension schemes which administer pension plans for various unrelated employers. Plan A is an independent pension fund, whereas Plan B has been established by an insurance company. In 2014, one Swiss company with 35 employees joined Plan B leaving another pension scheme.

2014 2013

Plan A Fair value of plan assets at 31 December 14 328 13 479 Present value of defined benefit obligation at 31 December –20 407 –17 413 Net defined benefit obligations at 31 December –6 079 –3 934 As % of total defined benefit obligation at 31 December 26% 26%

Plan B Fair value of plan assets at 31 December 31 088 27 954 Present value of defined benefit obligation at 31 December –46 126 –35 259 Net defined benefit obligations at 31 December –15 038 –7 305 As % of total defined benefit obligation at 31 December 64% 48%

Plan A:The standard retirement age for Plan A is 65. Employees qualify for early retirement at the earliest on their 58th birthday. Furthermore, employees may choose to take their entire pension or part thereof in the form of capital payment. For retirement at the age of 65, the conversion rate is 6.8%. This rate is relevant to determine the pension payment in relation to the accumu-lated savings. These savings result from employee and employer contributions which are paid into the individual savings account of each individual insured person as well as the interest accruing on the accumulated savings.Plan A has reinsured its exposure to the risks of death and disability. It is a collective multi-employer pension fund organized as a foundation under Swiss law. The most senior governing body of the foundation is the Board of Trustees that consists of an equal number of employer’s and employees’ representatives .The people entrusted with the management of the pension fund and its assets are subject to the charter of the Swiss Pension Fund Association (ASIP). All processes are audited by the internal auditors and the independent external auditors as well as the investment controller. And finally, the supervisory authority, the Zentral-schweizer BVG- und Stiftungsaufsicht (ZBSA), audits the management of the pension fund and the assets in collaboration with the auditors. The current funding ratio as per 31.12.2014 is 106.3%. Whenever there is a legal obligation to cover under funding, this has to be remedied by various measures such as increasing employee and employer contributions, lowering the interest rate on retirement account balances, reducing prospective benefits and suspending of the early withdrawal facility.

Plan B:The standard retirement age for Plan B is 65. Employees qualify for early retirement at the earliest on their 58th birthday. Furthermore, employees may choose to take their entire pension or part thereof in the form of capital payment. For retirement at the age of 65, the conversion rate is 6.8% for the compulsory part and between 5.57% and 5.84% for the supplementary part. The accumulated savings result from employee and employer contributions which are paid into the individual savings account of each individually insured person as well as the interest accruing on the accumulated savings. The final benefit is contribution-based with certain minimum guarantees. Although all risk is reinsured and underfunding is not possible, the plan is treated as a defined benefit plan for the purposes of these IFRS financial statements due to the risk that the collective foundation could withdraw the contract at any time and adjust risk premium accordingly. Plan B is legally organized as a foundation under Swiss law and has all risk reinsured under an insurance contract. The most senior governing body of the foundations is the Board of Trustees that consists of an equal number of employer’s and employees’ representatives. The reinsurance contract covers the risks of death and disability as well as the investment risk, the legally required minimum interest rate and the lifelong payment of current old-age and survivors’ pensions, regardless of financial market performance.


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Periodic pension cost for defined benefit plans2014 2013

Current employer service cost 2 635 2 543(Gains)/losses on settlements –865 –360Total pension cost recognized as personnel expenses (see note 21) 1 770 2 183Net interest costs 360 314Total expense of defined benefit plans recognized in income statement 2 130 2 497

Changes in the present value of the defined benefit obligation 2014 2013

Defined benefit obligation at 1 January 62 643 64 054Current employer service cost 2 635 2 543Contributions by employees 1 510 1 506Interest costs on defined benefit obligation 1 553 1 319Benefits paid –7 006 –3 961Curtailment/settlement –865 –360Actuarial (gains)/losses on benefit obligation 9 119 –2 485Exchange rate adjustments –46 27Defined benefit obligation at 31 December 69 543 62 643

Changes in the fair value of plan assets 2014 2013

Fair value of plan assets at 1 January 47 469 46 840Interest income 1 194 1 005Employees’ contributions 1 510 1 506Employers’ contributions 1 954 2 224Benefits paid –6 925 –3 896Return on plan assets excluding interest income 803 –208Exchange rate adjustments 2 –2Fair value of plan assets at 31 December 46 007 47 469

Net defined benefit obligations recognized at 31 December 23 536 15 174

Remeasurement on employees’ defined benefit plans 2014 2013

Remeasurement due to:Changes in demographic assumptions –1 104 1 841Changes to new financial assumptions 10 672 –3 302Experience adjustments to defined benefit obligations –449 –1 091Remeasurement of plan assets excl. interest income –803 208Amounts recognized in OCI statement 8 316 –2 344


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Movements in the benefit liabilities 2014 2013

Benefit liabilities at 1 January –15 174 –17 214Benefit expense –2 130 –2 497Other comprehensive income (OCI) –8 316 2 344Employers’ contributions 1 954 2 159Benefits paid by the employer 81 65Exchange rate adjustments 49 –31Benefit liabilities at 31 December –23 536 –15 174

The weighted average duration of the defined benefit obligation is 15.0 years (2013: 15.3 years).

Basics of actuarial calculations

Weighted averages 2014 2013

Discount rate 1.10% 2.50% Salary increases 0.50% 0.50% Increase in pensions 0.00% 0.00%

The major categories of plan assets as a percentage of total plan assets are as follows:2014 2013

Cash and cash equivalents 1.30% 1.09% Equity securities 6.90% 8.63% Debt securities 10.50% 14.81% Receivables from insurance companies 68.70% 61.82% Real estate 9.10% 9.30% Other 3.50% 4.35% Total 100.00% 100.00%

For Plan B, the insurance company bearing the investment risk is making these investments on behalf of the collective founda-tion. As a result, the assets of Plan B consist of a receivable from the insurance policy. Most of the other financial assets are quoted.

Sensititvity analysis: Change in DBO 2014 2013

DBO if the discount rate is changed by +0.5% –5 111 –4 460 DBO if the discount rate is changed by -0.5% 5 227 4 788 DBO if the expected rate of salary increase is changed by +0.5% 969 2 352 DBO if the expected rate of salary increase is changed by -0.5% –1 485 –2 132 DBO if the expected rate of pension increase is changed by +0.5% 2 918 1 427

The periodic employer’s contribution is estimated to amount to CHF 1.9 million in 2015.


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14. Other current liabilities and accruals in CHF 1 000 31.12.2014 31.12.2013

Value-added taxes 134 91 Other current liabilities 2 038 2 106 Accrued personnel expenses 2 957 2 144 Other accrued expenses 4 318 4 269 Other accounts payable 4 739 4 159 Total other current liabilities and accruals 14 186 12 769

Other current liabilities and accrued expenses are non-interest-bearing financial liabilities.Other accounts payable also contain payables for social security.

15. Lease commitments Operating leasing

in CHF 1 000 31.12.2014 31.12.2013

Within 1 year 3 029 2 829Due in between 1 year and 5 years 4 426 6 422Due in 5 or more years 2 723 4 074Total operating leasing 10 178 13 325

Operating leasing commitments stem mostly from mid- to long-term leasing obligations for production and office premises. The leases have varying terms and renewal rights. Other operational leases are for leasing-financed cars.

For financial leases, please refer to note 12.

16. Contingent liabilities

There are no contingent liabilities for Cicor Group companies as at 31 December 2014. For the contingent liabilities of Cicor Technologies Ltd., refer to the notes of the financial statements (Holding) on page 78.


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17. Issued capital

Capital structure

in CHF 1 000

Share capital at 1 January 2013 28 765Increase of ordinary share capital of 4 084 registered shares at CHF 10 41Share capital at 31 December 2013 28 806Increase of ordinary share capital of 11 584 registered shares at CHF 10 116Share capital at 31 December 2014 28 922

2 892 092 registered shares of CHF 10

Ordinary share capitalThe ordinary share capital was increased by 11 584 shares in 2014 (2013: 4 084 shares) out of conditional capital at a nominal value of CHF 10 for the established stock option plans.Cicor Technologies Ltd. is a holding company established under Swiss law. According to the legal provisions governing the appropriation of retained earnings by holding companies, the share capital and appropriations to the general legal reserve to the extent of 20% of share capital as well as the reserve for treasury shares may not be distributed.

DividendsAny dividend distribution must be proposed by the Board of Directors and approved by the Annual Shareholder’s Meeting. At the Shareholders’ Meeting of 24 April 2014, the shareholders decided to allocate TCHF 866 from the capital contributions to the free reserves and distribute CHF 0.30 per share (totaling CHF 866 277.60) to the shareholders out of these free reserves. The Board of Directors proposes to distribute CHF 0.36 to shareholders from the available earnings as per 31.12.2014 out of tax-free capital contribution reserves. For more information, refer to page 80.

Authorized capitalAt the Shareholders’ Meeting at 24 April 2014 the shareholders decided to renew the authorization of the Board of Directors to increase the share capital by a maximum of 600 000 fully paid in shares at a nominal value of CHF 10 until 24 April 2016.

Conditional capitalAt the Shareholders’ Meeting of 13 May 2009, the shareholders decided to increase the conditional share capital up to 200 000 fully paid in registered shares with a total nominal value up to CHF 2 000 000 for the exercise of stock option rights granted to officers and other key employees under an employee stock option plan established by the Board of Directors. In 2014, 11 584 (2013: 4 084) shares were issued.At the Shareholders’ Meeting of 13 May 2009, the shareholders decided to create additional conditional share capital of up to 500 000 fully paid in registered shares with a total nominal value of up to CHF 5 000 000 for the exercise of conversion rights granted to holders of convertible debt securities to be issued by the Company. Such conversion rights would have to be exercised within five years of the issuance of such convertible debt securities.As of 31 December 2014, according to the stock option plans approved by the Board of Directors on 3 January 2008, 3 January 2009 and 26 November 2009, 35 793 options (previous year: 49 377) were outstanding.


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18. Treasury shares

Number of shares in CHF 1 000

Balance as per 1 January 2013 1 500 37Transactions of own shares – –Balance as per 31 December 2013 1 500 37Transactions of own shares – –Balance as per 31 December 2014 1 500 37

19. Earnings per share

Basic earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted average number of ordinary shares outstanding during the year.

Basic earnings per share 2014 2013

Net profit attributable to Cicor shareholders in CHF 1 000 6 103 4 538Weighted average number of ordinary shares outstanding 2 888 571 2 877 586Basic earnings per share in CHF 2.11 1.58

Diluted earnings per share 2014 2013

Weighted average number of shares outstanding (basic) 2 888 571 2 877 586Adjustment for share options 6 224 2 786Weighted average number of shares outstanding (diluted) 2 894 795 2 880 372Profit applicable for calculation of earnings per share (basic and diluted) in CHF 1 000 6 103 4 538Diluted earnings per share in CHF 2.11 1.58


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20. Share-based payments

Cicor Technologies Ltd. issued options under three stock option plans in financial years 2008 and 2009. Since then, no additional stock option plans have been issued.

AssessmentThe prices of the call options issued to executive directors and management on 3 January 2008, 3 January 2009 and 26 Novem-ber 2009 were calculated according to a trinomial model using the following parameters: Plan 1 Plan 2 Plan 3

Share price on 3 January 2008/2009 and 26 November 2009 CHF 73.70 CHF 26 CHF 30Exercise price CHF 78 CHF 32 CHF 28.80Expected volatility 28% 40% 45%Life of the option 3 January 2015 3 January 2016 26 November 2016Risk-free interest rate 2.97% 2.44% 1.88%Vesting period three years three years two yearsType of the option American American American

The weighted average share price for 2014 was CHF 35.61 (2013: 30.47). No option expenses were recognized during financial years 2014 and 2013.

Option holdingsThe following table shows the option holdings of executive directors and the members of the executive and senior management as of 31 December:

2014Plan 1 Plan 2 Plan 3

Outstanding options per 1 January 2014 6 000 3 002 40 375Exercised – –334 –11 250Expired –2 000 – –Outstanding options per 31 December 2014 4 000 2 668 29 125Of which exercisable 4 000 2 668 29 125

These potential ordinary shares from Plan 2 and Plan 3 are dilutive. For the dilution effect on earnings per share, please refer to note 19.

2013Plan 1 Plan 2 Plan 3

Outstanding options per 1 January 2013 9 000 3 670 53 125Exercised – –334 –3 750Expired –3 000 –334 –9 000Outstanding options per 31 December 2013 6 000 3 002 40 375Of which exercisable 6 000 3 002 40 375


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21. Personnel costs in CHF 1 000 2014 2013

Wages and salaries 48 427 46 455Social security costs 5 478 5 372Expenses for defined benefit plans (see note 13) 1 770 2 183Other personnel costs 2 980 2 593Total 58 655 56 603

22. Employees

2014 2013

Number of employees (FTE)Production 1 673 1 750Marketing and sales 70 63Administration 109 99Total 1 852 1 912

23. Other operating expenses in CHF 1 000 2014 2013

Facility costs 8 283 8 008Maintenance costs 4 076 3 831Other production costs 5 276 5 151Sales and marketing costs 1 808 1 762Administration costs 4 729 5 892Total 24 172 24 644

24. Financial income and expenses in CHF 1 000 2014 2013

IncomeInterest income 178 696Foreign exchange gains 4 666 4 993Total 4 844 5 689

ExpensesInterest expenses 1 964 2 777Foreign exchange losses 4 506 5 608Total 6 470 8 385

Costs relating to the Group’s syndicated bank loan agreement signed in February 2012 have been deducted from this financial liability. Financial liability is measured using the effective interest method. The effective interest method is a method for calculat-ing the amortized cost of a financial liability and allocating the interest expense over the relevant period. Interest expenses in 2014 include interest on liabilities for post-employment benefits in the amount of TCHF 360 (2013: TCHF 314).


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25. Related parties, disclosures

The consolidated financial statements include the financial statements of Cicor Technologies Ltd., Boudry, and the subsidiaries listed in note 3.

The governing and supervisory bodies of Cicor Technologies Ltd. are the only other related parties. On 31 December 2014, HEB Swiss Investment AG, the main shareholder, held 29.33% of total shares outstanding. Other principal shareholders are presented in the notes on the financial statements of Cicor Technologies Ltd. Compensation of key management personnel of the Group

in CHF 1000 2014 2013

Short-term employee benefits 1 225 1 467Post-employment pension benefits 168 185Consulting 28 19Other 36 45Total compensation of key personnel of the Group 1 457 1 716

The remuneration of the Board of Directors and Management also include the remuneration recorded at subsidiaries. Detailed information concerning compensation is published within the remuneration report on pages 36-37.

26. Risk management

Risk management is a fundamental element of Cicor’s business practice at all levels and encompasses different types of risks. It has been integrated into the controlling and reporting process according to the regulation in Art. 663b/12 of the Swiss Code of Obligation. Material risks are identified and quantified in workshops and discussed with the executive management and the Board of Directors. The risk management process will be repeated regularly, at least once a year.

27. Financial risk management

The Group has exposure to the following risks from its use of financial instruments:• Credit risk• Market risk• Liquidity riskThis note presents information about the Group’s exposure to each of the above risks. Further quantitative disclosures are in-cluded throughout these consolidated statements. The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The following paragraphs give an overview as to the extent of the afore-mentioned risks.

Credit riskThe credit risk is the risk of financial loss to the Group if a customer or counterparty to financial instruments fails to meet its contractual obligations. The assets mainly exposing the Group to a credit risk are: cash, cash equivalents and trade accounts receivable. The Group minimizes credit risk arising on cash and cash equivalents by investing in funds of high credit-rated banks. These investments generally have a maturity of less than three months.

The Group’s exposure to credit risk arising from trade receivables is influenced mainly by the individual characteristics of each customer. The demographics of the Group’s customer base, including the default risk of the industry and country in which custo-mers operate, has less of an influence on credit risk. The danger of risk concentration is generally minimized by the large number of customer credit balances, as no single customer accounts for more than 7% of consolidated sales 2014 (2013: no single cus-tomer accounted for more than 8% of consolidated sales).


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The carrying value of financial assets (not measured at fair value) corresponds to the credit risk and is presented in the table below:

in CHF 1000 2014 2013

Cash and cash equivalents 17 006 15 369Trade receivables 30 869 29 553Other accounts receivable 1 959 2 648Other currrent assets 114 103Total 49 948 47 673

Every operational unit has a credit policy under which each new customer is analyzed individually for creditworthiness. Purchase limits are established for each customer which represent the maximum open amount possible. Customer lists are reviewed in a monthly meeting with Group Management. On a quarterly basis, the allowances made according to the Group’s rules laid down in the financial manual are monitored closely.

Market riskThe market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of risk management is to manage and control market risk exposure within acceptable limits. Cicor does not hold any financial instruments carried at fair value, but classifies all financial assets and liabilities as loans and receivables respectively as liabilities at amortized costs as presented in the tables for currency risk and liquidity risk.

Currency riskThe Cicor Technologies Group is exposed to currency risk on sales and purchases that are denominated in a currency other than the respective functional currencies of Group entities. The currencies in which these transactions are primarily denominated are Swiss francs (CHF), euros (EUR), Singapore dollars (SGD) and US dollars (USD). These risks are mostly offset by cash flows from financial assets or liabilities resulting from opposite operational transactions (natural hedge). Consequently, these risks are at present not hedged by currency forwards or derivative instruments. Currency translation effects arising from year-end valuations are also not hedged. The following table shows the currency risk of financial instruments whose currency differs from the functional currency of the respective Group entities holding the financial instruments:

December 2014 in CHF 1 000 CHF EUR USD SGD Other

Cash and cash equivalents 49 1 865 2 258 55 49Trade receivables net 233 10 515 7 567 249 14Other receivables – 5 24 152 –Trade payables –60 –7 286 –5 964 –134 –59Short-term financial liabilities – –1 779 – – –Other payables and accruals – –12 –41 –906 –446Total 222 3 308 3 844 –584 –442

December 2013 in CHF 1 000 CHF EUR USD SGD Other

Cash and cash equivalents 37 42 2 209 32 49Trade receivables net 283 11 281 5 516 585 13Other receivables 1 2 12 114 –Trade payables –118 –5 312 –4 267 –429 –43Short-term financial liabilities – –3 196 –3 027 – –Other payables and accruals – –42 –91 –1 079 –288Total 203 2 775 352 –777 –269

A 5% strengthening of a certain currency would have increased the currency gain or loss on the basis of the foreign currency balances as of 31 December in the listed way. This analysis assumes that all other variables remain unchanged:


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2014 in CHF 1 000 Currency loss Currency gain

5% revaluation of EUR vs. CHF – 2845% revaluation of EUR vs. RON 112 –5% revaluation of RON vs. CHF 2 –5% revaluation of USD vs. CHF – 135% revaluation of USD vs. RON 125 –5% revaluation of USD vs. SGD – 274

2013 in CHF 1 000 Currency loss Currency gain

5% revaluation of EUR vs. CHF – 1855% revaluation of EUR vs. RON 37 –5% revaluation of RON vs. CHF 3 –5% revaluation of USD vs. CHF 135 –5% revaluation of USD vs. RON 72 –5% revaluation of USD vs SGD – 248

Interest rate riskThe interest rate risk is the risk that there is a change in market value or future cash flow of a financial instrument if there is a change in interest rate.

The Group’s exposure to market risk for changes in interest rates relates primarily to the Group’s interest-bearing financial debts. The Group’s policy is to manage its interest cost using a mix of fixed and variable debt. For an amount of CHF 32 million the inte-rest rate was reduced from an average of 2.3% to an average of 2.2% in 2014. The interest rate profile of the Group’s interest-bearing financial instruments at the reporting date is presented in note 12.

Had the interest rates in general been 100 basis points higher/lower at 31 December 2014, the profit after tax would have been TCHF 294 (2013: TCHF 332) lower/higher on an annual basis, mainly as a result of interest expenses on variable borrowings. The Group does not account for any fixed-rate financial assets or liabilities at fair value with consequent profit and loss effects and does not contract derivatives as interest-hedging instruments.


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Liquidity riskThe liquidity risk is the risk that Cicor Technologies Ltd. cannot meet its financial obligations when they are due.

A syndicated loan of CHF 45 million (utilized as per 31 December 2014: CHF 32 million) is available to secure short- to long-term financing requirements (see note 12). Compliance with the financial covenants defined in the syndicated loan is a central element of the Group’s financial risk management. The bank covenants were fulfilled at all times. The short-term liquidity risk is reduced by the cash flow generated by operations, the trend of which is monitored continuously.

The following table shows the contractual cash flows of financial liabilities, including interest payments, all of which belong to the category financial liabilities measured at amortized cost, as of 31 December:

2014 in CHF 1 000

Carrying amount

Contractual cash flow

2015 contractual

cash flow

2016 contractual

cash flow

2017 contractual

cash flow

2018 contractual

cash flow

2019 and after contractual

cash flow

Financial liabilities 38 239 40 509 6 166 992 33 150 133 68Trade payables 23 658 23 658 23 658 – – – –Other current liabilities and accruals 14 186 14 186 14 186 – – – –Total 76 083 78 353 44 010 992 33 150 133 68

2013 in CHF 1 000

Carrying amount

Contractual cash flow

2014 contractual

cash flow

2015 contractual

cash flow

2016 contractual

cash flow

2017 contractual

cash flow

2018 and after contractual

cash flow

Financial liabilities 43 590 45 161 6 770 812 37 493 86 –Trade payables 21 037 21 037 21 037 – – – –Other current liabilities and accruals 12 678 12 678 12 678 – – – –Total 77 305 78 876 40 485 812 37 493 86 –

The net carrying amount of financial assets and liabilities is a reasonable approximation of the fair value. No significant deviations were noted between the net carrying amount and the fair value.

Capital managementManaged capital is defined as equity including minority holdings. The Group seeks to maintain a strong equity basis that enables it to guarantee the continued existence of the Group, to offer investors reasonable income relative to the risks entered into and to ensure that funds are available for investments that will both benefit customers in the future and generate further income for investors. The managed capital is monitored through the equity ratio, which is the ratio of Group equity to total assets. This ratio should not be below 45%.

28. Research and Development

The Cicor Group does not have any costs for research activities, but spends about 7-8% of its sales on development.

29. Subsequent events

On 15 January 2015, the Swiss National Bank removed the currency ceiling against the euro (EUR). This resulted in a significantstrengthening of the Swiss franc (CHF) against all major currencies in which Cicor operates. The amounts reported in these finan-cial statements does not reflect changes in foreign exchange rates after 31 December 2014. A significant change in exchange rates would cause a material foreign exchange transaction gain or loss. A possible impact of such changes is disclosed in note 27: Financial risk managementOn 19 February 2015, the Board of Directors decided to change the Group’s financial reporting to Swiss GAAP FER with retroactive effect from 1 January 2014. In application of the new reporting standard, Cicor will offset all goodwill against equity. The balance sheet will also no longer include pension obligations under IAS 19.No events took place between 31 December 2014 and 10 March 2015 that would require an adjustment to the amounts recognized in these consolidated financial statements.


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Report of the statutory auditor on the consolidated financial statements to the General Meeting of Shareholders

Report of the Statutory Auditor on the Consolidated Financial Statements

As statutory auditor, we have audited the accompanying con-solidated financial statements of Cicor Technologies Ltd., Bo-udry, which comprise balance sheet, income statement, state-ment of comprehensive income, cash flow statement, statement of changes in equity and notes on pages 40 to 74 for the year ended 31 December 2014.

Board of Directors’ responsibilityThe board of directors is responsible for the preparation of the consolidated financial statements in accordance with Interna-tional Financial Reporting Standards (IFRS) and the require-ments of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system rel-evant to the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The board of directors is further responsible for select-ing and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

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

An audit involves performing procedures to obtain audit evi-dence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial state-ments, whether due to fraud or error. In making those risk as-sessments, the auditor considers the internal control system relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit pro-cedures that are appropriate in the circumstances, but not for

the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated fi-nancial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIIn our opinion, the consolidated financial statements for the year ended 31 December 2014 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with International Financial Reporting Standards (IFRS) and comply with Swiss law.

Report on other legal requirements

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

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal con-trol system exists, which has been designed for the preparation of consolidated financial statements according to the instruc-tions of the board of directors.

We recommend that the consolidated financial statements sub-mitted to you be approved.

Zurich, 10 March 2015KPMG AG


Cicor | Financial Report 2014 | Financial Statements (Holding)

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Financial Statements of Cicor Technologies Ltd.

Balance sheet

in CHF 1,000 31.12.2014 31.12.2013

AssetsInvestments 121 236 121 236 Long-term loans to Group companies 45 885 36 732 Long-term loans to Group company subordinated 18 000 18 000 Non-current assets 185 121 175 968 Other receivables– Third parties 21 24 – Group companies 1 141 15 383 Accruals 92 223 Treasury shares 53 52 Cash and cash equivalents 9 032 10 654 Current assets 10 339 26 336 Total assets 195 460 202 304

Liabilities and shareholders’ equityOrdinary share capital 28 921 28 805 General reserve 1 467 1 467 Share premium 1 051 1 043 Capital contribution reserves 109 211 109 867 Reserve on treasury shares 37 37 Retained earnings– Gain brought forward 12 711 10 973 – Net profit for the year 2 958 1 738 Shareholders’ equity 156 356 153 930 Financial debts– third parties 32 000 36 917 Non-current liabilities 32 000 36 917 Financial liabilities– Group companies 5 236 8 374 Other payables 85 32 Accrued expenses 1 783 3 051 Current liabilities 7 104 11 457 Total liabilities and shareholders’ equity 195 460 202 304


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Income statement

in CHF 1,000 2014 2013

IncomeServices 68 2 Financial income 4 664 4 718 Interest received from Group companies 1 365 1 038 Interest received from third party 161 670 Total income 6 259 6 428

ExpensesAdministrative expenses 1 886 2 675 Financial expenses 1 409 2 008 Tax 6 7 Total expenses 3 301 4 690 Net profit for the year 2 958 1 738


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Notes to the financial statements of Cicor Technologies Ltd.

Contingent liabilities

in CHF 1,000 31.12.2014 31.12.2013

Guarantee in favour of a Swiss insurance company 6 524 7 379

For a lease contract between Cicorel and a Swiss insurance company, Cicor Technologies Ltd. grants a guarantee in favor of the said insurance company in the amount of TCHF 6 524, which represents the discounted value of future rental payments.

Pledged assetsThe shares of the following companies at a book value of TCHF 109 604 (2013: TCHF 109 604) are deposited with Credit Suisse and pledged as collateral for the syndicated credit line contracted in 2005, increased in 2007 and renegotiated in 2009 and 2012: Cicorel SA, Electronicparc Holding AG and Reinhardt Microtech AG.

Investments

in CHF 1,000, unless stated otherwise Participation in % Currency 31.12.2014 31.12.2013

Cicorel SA, Boudry/SwitzerlandSales/Engineering/Production 100% CHF 8 000 8 000Reinhardt Microtech AG, Wangs/SwitzerlandSales/Engineering/Production 100% CHF 1 800 1 800RHe Microsystems GmbH, Radeberg/GermanySales/Engineering/Production 100% EUR 216 216Electronicparc Holding AG, Wil SG/SwitzerlandHolding/Finance 100% CHF 23 271 23 271ESG Holding Pte Ltd., SingaporeHolding/Finance 100% SGD 1 896 1 896Cicor Management AG, Zurich/SwitzerlandManagement Services 100% CHF 250 250

Capital structure

31.12.2014 31.12.2013

Share capital at 31 December2 892 092 (2013: 2 880 508) registered shares of CHF 10 28 920 920 28 805 080


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Issued capital and changes in capital structure

In 2014, the ordinary share capital was increased by 11 584 shares (2013: 4 084 shares) out of conditional capital at a no-minal value of CHF 10 for the established stock option plans.

Cicor Technologies Ltd. is a holding company established under Swiss law. According to the provisions of legislation governing the appropriation of retained earnings by holding companies, the share capital and appropriations to the general legal reser-ve to the extent of 20% of share capital as well as the reserve for treasury shares may not be distributed.

Dividends

Any dividend distribution must be proposed by the Board of Directors and approved by the Annual Shareholder’s Meeting. At the Shareholders’ Meeting of 24 April 2014, the shareholders decided to allocate TCHF 866 from the capital contributions to the free reserves and to distribute CHF 0.30 per share (totaling CHF 866 277.60) to shareholders out of these free reserves. The Board of Directors proposes to distribute another CHF 0.36 to shareholders out of tax-free capital contribution reserves from the available earnings as per 31.12.2014. For more information refer to page 80.

Authorized capital At the Shareholders’ Meeting at 24 April 2014, the shareholders decided to renew the authorization of the Board of Directors to increase the share capital by a maximum of 600 000 fully paid in shares at a nominal value of CHF 10 until 24 April 2016.

Conditional capital

At the Shareholders’ Meeting of 13 May 2009, the shareholders decided to increase the conditional share capital up to 200 000 fully paid in registered shares with a total nominal value up to CHF 2 000 000 for the exercise of stock option rights granted to officers and other key employees under an employee stock option plan established by the Board of Directors. In 2014, 11 584 (2013: 4 084) shares were issued.

At the Shareholders’ Meeting of 13 May 2009, the shareholders decided to create additional conditional share capital of up to 500 000 fully paid in registered shares with a total nominal value of up to CHF 5 000 000 for the exercise of conversion rights granted to holders of convertible debt securities to be issued by the company. Such conversion rights would have to be exercised within five years of the issuance of such conver-tible debt securities.

As of 31 December 2014, according to the stock option plans approved by the Board of Directors on 3 January 2008, 3 Ja-nuary 2009 and 26 November 2009, 35 793 options (previous year: 49 377) were outstanding.

Treasury shares

Number of shares

1 January 2013 1 500 31 December 2013 1 500 31 December 2014 1 500

No treasury shares were sold or purchased in either 2013 or 2014.

Principal shareholders

The following shareholdings correspond to the ones reported according to the regulations of the Swiss Stock Exchange (SIX Swiss Exchange) and updated as in the shares register per year-end.

31.12.2014 Number of shares in %1)

31.12.2013 Number of shares in %1)

HEB Swiss Investment AG, Zurich, Switzerland 848 375 29.33 848 375 29.45 ARGOS Funds - ARGONAUT FUND, Luxembourg 145 000 5.01 – –Escatec Holdings Ltd., Port Vila, Vanuatu 141 061 4.88 141 061 4.90 HR Finance & Participations SA, Vouvry, Switzerland n/a <3% 296 000 10.28 1) In % of the total outstanding shares.


80

Compensation of the Board of Directors and Management 2014

Please refer to pages 36 to 37.

Shareholdings of the Board of Directors and Management

in CHF 10002014

Number of shares2014

Number of options2013


Number of options

Antoine Kohler 1 081 10 000 1 081 10 000Heinrich J. Essing – – – –Robert Demuth 5 124 10 000 5 124 10 000Andreas Dill – – – –Hans Knöpfel – – – –Total current Board members 6 205 20 000 6 205 20 000

in CHF 10002014


Number of options2013


Number of options

Patric Schoch 3 200 – 2 600 –Erich Trinkler – – – –Pascal Keller 3 152 1 875 3 152 1 875Total current Management 6 352 1 875 5 752 1 875

Risk management

The ultimate parent company of the Group, Cicor Technologies Ltd., is fully integrated into the Group-wide risk management process. The risk management process will be repeated regularly, at least once a year.

Proposed appropriation of available earnings

in CHF 1,000 31.12.2014

Gain brought forward 12 711 Increase of reserves for own sharesNet profit for the year 2 958 Gain brought forward 15 669

At the Annual Shareholders’ Meeting on April 23, 2015, the Board of Directors will propose a withholding tax-free distribution of CHF 0.36 per share from the capital contribution reserves. The proposal comprises an allocation of TCHF 1 041 from the capital contribution reserves to the free reserves based on the current outstanding shares.


81

Report of the statutory auditor on the financial statements to the General Meeting of Shareholders

Report of the Statutory Auditor on the Financial Statements

As statutory auditor, we have audited the accompanying finan-cial statements of Cicor Technologies Ltd., which comprise the balance sheet, income statement and notes on pages 76 to 80 for the year ended 31 December 2014.

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

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

An audit involves performing procedures to obtain audit evi-dence about the amounts and disclosures in the financial state-ments. The procedures selected depend on the auditor’s judg-ment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor consi-ders the internal control system relevant to the entity’s prepa-ration of the financial statements in order to design audit pro-cedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes eva-luating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is suffici-ent and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the financial statements for the year ended 31 December 2014 comply with Swiss law and the company’s ar-ticles of incorporation.

Report on other legal requirements

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

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

We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved.

Zurich, 10 March 2015KPMG AG


82

Cicor | Financial Report 2014 | Addresses

ContactCicor Management AGWorld Trade CenterLeutschenbachstrasse 958050 ZurichSwitzerlandwww.cicor.com

Tel. +41 43 811 44 05Fax +41 43 811 44 [email protected]@cicor.com

Cicor Advanced Microelectronics & Substrates

Head Office Cicor Technologies Ltd.Route de l’Europe 82017 [email protected]

RHe Microsystems GmbHHeidestrasse 7001454 RadebergGermanyTel. +49 3528 4199 0Fax +49 3528 4199 99www.cicor.com

Reinhardt Microtech GmbHSedanstrasse 1489077 UlmGermanyTel. +49 731 9858 8413Fax +49 731 9858 8411www.cicor.com

Reinhardt Microtech AGAeulistrasse 107323 WangsSwitzerlandTel. +41 81 720 04 56Fax +41 81 720 04 50www.cicor.com

Cicorel SARoute de l’Europe 82017 BoudrySwitzerlandTel. +41 32 843 05 00Fax +41 32 843 05 99www.cicor.com

Cicorel SAAvenue de Préville 41510 MoudonSwitzerlandTel. +41 21 905 92 92Fax +41 21 905 92 93www.cicor.com

Cicor Americas Ltd.185 Alewife Brook Parkway,Suite #410CambridgeMA 02138USATel. +1 617 576 2005Fax +1 617 576 2001www.cicor.com

Cicor Ecotool Pte Ltd.45 Changi South Avenue 2#04-00 Singapore 486133SingaporeTel. +65 6545 50 30Fax +65 6545 00 32www.cicor.com

PT Cicor PanatecBatamindo Industrial Park, Lot 323 - 324Jalan Beringin, Muka KuningBatam 29433, IndonesiaTel. +62 770 61 22 33Fax +62 770 61 22 66www.cicor.com

Cicor Anam Ltd.15 VSIP Street 4Thuan An DistrictBinh Duong Province, VietnamTel. +84 650 375 66 23Fax +84 650 375 66 24www.cicor.com

Suzhou Cicor Technology Co. Ltd.EPZ No. 11 BuildingNo. 666 Jianlin RoadSND-EPZ Sub-industrial ParkSuzhou, China 215151Tel. +86 512 6667 2013www.cicor.com

Cicor Electronic SolutionsSwisstronics ContractManufacturing AGIndustriestrasse 89552 BronschhofenSwitzerlandTel. +41 71 913 73 73Fax +41 71 913 73 74www.cicor.com

Swisstronics Contract Manufacturing AGVia Luserte Sud 76572 QuartinoSwitzerlandTel. +41 91 850 38 11Fax +41 91 850 39 88www.cicor.com

S.C. Systronics S.R.L.Zone Parc Industrial F-N310580 AradRomaniaTel. +40 257 285 944Fax +40 257 216 733www.cicor.com

Cicor Asia Pte Ltd.45 Changi South Avenue 2#04-01 Singapore 486133SingaporeTel. +65 6546 16 60Fax +65 6546 65 76www.cicor.com

Addresses

Concept and Design: DACHCOM.CH AG, WinterthurFotos: Shutterstock, Amphasys AG, Lucerne Printing: Sprüngli Druck AG, VillmergenClimate-neutrally printed on FSC-certified 100% recycled paper

This annual report is published in German and English as a print and an online version. The print and online German version is binding.© Cicor Technologies Ltd., March 2015

Cicor Technologies Ltd.Route de l’Europe 82017 BoudrySwitzerlandwww.cicor.com

Annual Report 2014

Innovation for success

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Annual Report 2014 · Cicor Technologies Ltd. Route de l’Europe 8 2017 Boudry Switzerland Annual Report 2014 Innovation for success