Annual report - Von Roll

ANNUAL REPORT 2005
Key Figures
Overview of Von Roll
Report from the Chairman of the Board and the CEO 2
Report 2005 4
Company Goals 6
Group Structure 7
Von Roll Locations 8
Business Unit Electrical 10
Business Unit Industrial 18
Lead the change 26
Corporate Governance 29
Financial Reporting 41

2 Report 2005
Ladies and Gentlemen
Von Roll looks back on a successful fi scal year 2005. Positive growth
fi gures and additional successes in portfolio adjustments resulted in
an increase in the operating results. Lower than anticipated contributions
from the implementation of strategic projects in the USA and
an increasingly unstable situation in raw materials markets during the
course of the year impeded better development.
Von Roll’s strong competitive position is refl ected, as already seen
in the prior year, in a welcome trend in orders ( +11 % on CHF 482.3
million ) and sales (+9% on CHF 461.9 million ) during the course of
2005. As expected here clear regional differences were apparent.
Strong growth fi gures in the regions outside Europe contrast with
only a slight increase in market-induced volume in Europe. In the
USA the acquisition of the Bedford Company’s fl exible laminates business
that occurred at the end of 2004 contributed substantially to
the expansion of the business. The development of activities in Asia
was carried out as planned. Essential milestones were the founding
of the Chinese affi liate and the simultaneous taking up of the initial
production activities in the Shanghai region. The strong development
continued in India in 2005. Growth fi gures of about 25 % were
achieved for the third consecutive year. The ramifi cations of this strong
increase in business is the expansion of local production capacity
that will become operational at the beginning of 2006. As a result,
the Indian plant will become the largest production site for insulated
copper wires in the group.
plant at the New Haven site in the USA also had a negative impact.
The delay in production transfer caused by it resulted in a distinct
reduction in the gross margins on this product line.
Despite this, the operating profi t without non-recurrent effects was
increased: CHF 17.9 as opposed to CHF 14.9 million in the prior year.
Additional measures to raise income have been introduced so that
growth and profi t potential can be tapped even better. The introduction
of innovative products and services and the further expansion of
market presence in the main growth markets are essential elements
in the process. But price adjustments in various product groups and
additional cost reduction measures in all areas of the company are
also indispensable.
Von Roll was able to perform signifi cant steps in adjusting its corporate
portfolio. The sale of the 51 % share in the South African distribution
affi liate was carried out in consideration of local legal obligations to be
expected with regard to participation conditions. The distribution collaboration
with the company sold remains unchanged. Furthermore,
by exercising a put option toward the end of the year an essential fi nal
step toward focusing on Von Roll’s new core business was performed.
The sale of the 49 % share in the special waste incineration plant in
East Liverpool ( USA ) thus concludes Von Roll’s concentration on
high-performance electroinsulation and their products and services
for generators and electromotors.
While this positive demand development resulted in a higher order
backlog, it created at the same time a diffi cult situation in the procurement
of raw materials. The poor availability of carbon fi ber materials
resulted in supply delays and order cancellations, primarily in the paper
industry’s customer segment. In all material groups based on petroleum
derivatives, strong cost increases, which in the short run could
not be fully passed on to our customers, were sometimes noted. On
the expenses side the new, but later production start at the laminates
Even if, due to IFRS regulations, this adjustment had a negative infl u-
ence on the extraordinary group result, the consequences for liquidity
and for the balance sheet are positive. With an equity rate of 50 % and
with liquidity surplus that surpasses the fi nancial liabilities by CHF 12.5
million Von Roll has a good fi nancial basis for further development.
In the fi eld of high-performance electroinsulation, Von Roll globally
has a strong market and technological position. We intend to further

Report 2005 3
expand these by means of measures for enhancing differentiation
and productivity. Adjustments to the management structure were performed
for this reason. The most essential of these was the enhancement
of executive management to include the heads of technology
and fulfi llment.
In closing we would like to thank our customers for their confi dence
expressed in the past fi scal year and assure you that in the future
as well we will make every effort in order to continue to warrant this
confi dence. A cordial “thank you” is also due to all Von Roll employees.
With your commitment and your professional competence you
have made a major contribution to the continued expansion of our
company’s market position.
Zurich, February 2006
Oskar K. Ronner
Chairman of the
Board of Directors
Walter T. Vogel
Chief Executive Offi cer

4 Report 2005
Von Roll – Global Consolidation
& Qualitative Value Added
The challenges of the market in today’s world are colossal. The
situation in global competition affects demand and influences
costs. Therefore, in the last two years the group structure was
revamped and the Von Roll company realigned, reflecting the
current market situation with a view toward the future.
Von Roll looks backs on an eventful fiscal year 2005. In particular,
the sharply rising Asian market and a world-wide raw
material scarcity significantly influenced the results in 2005.
The organizational structure with both Electrical and Industrial Business
Units ( BU ) as well as the stronger alignment to target markets
has further proved its worth. The point is to focus activities on markets
with growth and income potential. The strategy in the Electrical
BU is geared toward holding market share in the generators sector
and additional expanding of the position in the motors sector. The
Industrial BU is pursuing a niche policy, which requires a necessary
degree of fl exibility.
In a volatile market environment it is an on-going challenge to be
able to make a distinction between short-term fl uctuations and longterm
trends. The expectations connected with restructuring for the
most part have been fulfi lled. During fall, corrections were performed
based on experience up to that point. Furthermore, the adjustment
of cost structures to meet market trends remains a permanent task
in managing an industrial enterprise.
VARIABLE MARKET GROWTH
Both the worldwide rising energy consumption as well as the demand
for compound materials has impacted the business records to varying
degrees. The markets in Europe and the USA appear fl at in the
process, in contrast to the Asian region, where particularly in China
and India strong sales growth can be noted. Despite a massive rise
in material costs and limited availability of key materials (e.g. aramide,
carbon fi ber materials ), orders and sales are satisfactory.
Growth in the Asian market is up to two effects: on the one hand,
by means of shifting production out of Europe and America; on the
other, by means of the local economic growth. Therefore, the stronger
growth in Asia must offset the trend toward weaker development
in the other markets. To expand Von Roll presence, master plans
were devised for India and China. In India, for example, the existing
production was expanded to take account of the forecasted market
demand in the coming years, in Japan during the course of 2004 a
new distribution branch was opened up and in Shanghai, China a new
company founded which carries out sales and production functions.
During the course of 2005, production in China was launched with a
new tape slitting center. Additional product lines will follow.
EXTRAORDINARY INFLUENCES IN 2005
In the fi scal year 2005 essentially the sale of shares in the South African
affi liate Calidus as well as in the Von Roll America Inc. ( special
waste incineration plant in East Liverpool, Ohio, USA ) had an impact
on the fi gures. In addition, tax losses carried-forward were capitalized
and various open issues from prior years solved. In the future similar
extraordinary effects can no longer be counted on. Today the Von
Roll portfolio has only individual pieces of real estate not necessary
to perform the business which are for sale.
Exercising the option that Credit Suisse had acquired in 2003 instead
of shares or a cash payout made it necessary to increase share capital
in 2005. In the fall of 2004, Credit Suisse sold the options to the Group
of Ronner, Straumann, Maag which already announced at the time that
they would exercise the options soon, which they did in February of
2005 ( which as a consequence led to an increase in share capital ).

Report 2005 5
STRENGTHENED MANAGEMENT
Aside from the new constitution of the Board of Directors various key
positions on the fi rst and second management level have also been
fi lled ( CFO, Sales Europe and Asia). Furthermore, the organizational
structure was optimized and adapted to existing needs.
The simplifi cations of the legal structures in France, Great Britain, Germany
and Switzerland as part of the restructuring process will have a
direct positive impact on results in the administrative area. Aside from
a clearer company structure expenses can thus be reduced among
other things for fi nancial reports and audits.
Strategically, Von Roll plans to establish future market competences
from inside-out. Therefore, a great deal of attention will be placed on
training and development of our own employees in a professional and
also personal regard. With the in-house management training program
“Lead the Change” a set of tools was created that has already well
proven its value.
OUTLOOK 2006
The economic outlook in our target markets in general are positive.
We are setting as our goal the achievement of high market share in
all regions, corresponding to our position as world market leader. The
setup and expansion of production in China and India has priority in
the process.
The market is in fl ux and the Von Roll target markets are also in
motion. New needs create new products. New materials require new
methods and operating processes. Therefore, Von Roll has provided
for the professionalization of innovative management and introduced
measures which will massively strengthen research and development
activities.
With regard to its cost structures, Von Roll has defi ned a harmonized
process system that forms the basis for a uniform IT system. The
goal of this harmonization is the simplifi cation of procedures, which
in the end will bring further cost reductions in the administration and
production. The processes and tools will be standardized throughout
the group in order to avoid duplications and to implement “Best
Practice”.

6 Company Goals
Company Goals
CUSTOMER SATISFACTION
We aim to provide the best products and services for our customers.
Our goal is to establish and maintain long-term business relations,
which are based on trust and proven performance. In this way we
can recognize, understand and supply appropriate solutions for our
customers’ needs and problems early. By using our global material and
application technologies we develop cost-optimized and customized
products and the necessary support as a customer service.
PROFITABILITY
Von Roll strives to achieve sustained sales growth, to attain a leading
position in the industry and in the long run to secure economic success.
To safeguard the company’s future, Von Roll time and again fi nds
new markets and market niches. The intense public relations with the
customers and our market expertise allow us to see developments
and trends in advance. Von Roll acts with cost consciousness and
always tries to exploit and constantly optimize its own resources.
The worldwide presence with local distribution organizations and the
Von Roll service resources provide our customers access to a global
network with commensurate expertise. The supplying of products and
services of the highest quality, at fair prices and within the desired
timeframe is a central component of our service.
Customer
satisfaction
EMPLOYEE SATISFACTION
We value our employees as our most important resource and we act
accordingly. Therefore, we would like to distinguish ourselves as one
of the employers that provides employees the opportunity to attain
lofty professional goals.
Employee
satisfaction
Profitability
Von Roll would like to create an environment that does not stifl e creativity
but which promotes effi ciency. Open and direct communication,
mutual respect, trust, teamwork, ability and joint responsibility as well
as personal advancement and recognition are the central elements
of our corporate structure.

Group Structure 7
Group Structure
Board of Directors
Oskar K. Ronner
Alfred M. Niederer
Thierry Lalive d’Epinay
Gerd Peskes
Thomas Straumann
Walter T. Vogel
CEO
Bruno von Däniken
Legal Services
Gitta Windisch
Human Resources
Werner Matzner
CFO, until February 2006
Stephan Naef
CFO, from March 2006
Christine Frei
Communication
Nik Buergin
Strategy
Jack Craig
Electrical
Bernard Wasem
Industrial
Alain Rieupet
Production
Electrical
Patrick Veluzat
Technology & Innovation
Electrical

8 Locations
Global Presence
Headquarters
Von Roll today operates in about 30 locations and various cooperations
spread over the entire globe.
EUROPE
What began some 100 years ago was expanded over the years to
become the most comprehensive assortment of electrical insulations
and resulted in a market leader position in the early 1990s. Today Von
Roll maintains a dense distribution network in Europe, through which
the complete supply of products and services is provided.
ASIA
In Asia Von Roll has been active since the 1960s by supplying insulation
materials to major motor and generator manufacturers. In recent
decades the company’s presence was intensifi ed by the setup of
its own organization or the joint operation with leading partners on
site. Customers have been serviced in the South East Asia region,
including Australia and New Zealand, in Singapore since 1996 and
in Shanghai since 1998.
AMERICA
Von Roll covers the North American market including Canada and
Mexico and the South American market. Since the beginning of the
1980s its presence in these regions has been strengthen constantly.
Von Roll manufactures the whole assortment of products at four locations
and furthermore imports products from sister companies in
Europe and Asia.
Von Roll Holding Ltd
Bahnhofstrasse 276
4563 Gerlafingen
Switzerland
Business Address
Edenstrasse 20
8045 Zürich
Switzerland
Production/Sale
Von Roll Schweiz AG
Passwangstrasse 20
4226 Breitenbach
Switzerland
Von Roll Isola GmbH
Redcarstrasse 44b
53842 Troisdorf
Germany
Von Roll Isola GmbH
Werk Düren
52348 Düren
Germany
Von Roll Isola GmbH
Theodor-Sachs-Strasse 1
86199 Augsburg
Germany
Von Roll Isola GmbH
Am Rathenaupark
16761 Hennigsdorf
Germany

Locations 9
Sale
Von Roll France SA
Etablissement Fils de Bobinage
48, Faubourg de Belfort
90100 Delle
France
Von Roll France SA
Etablissement Samica
9, Avenue Charpentier
90300 Valdoie
France
Von Roll France SA
Etablissement Résines
145, Rue de la République
69883 Meyzieu Cedex
France
Von Roll Isola France SA
27, Faubourg de Belfort
90100 Delle
France
Isola S.p.A.
Via XXV Aprile, 9/11
24050 Ghisalba (Bergamo)
Italy
Von Roll Isola Ltd.
42 Wharfedale Road
Euroway Estate
Bradford, West Yorkshire BD4 6SG
Great Britain
Wire Technology Ltd.
Unit 6 Lawrence Way
Brewers Hill
Dunstable, Bedfordshire LU6 1BD
Great Britain
Von Roll Isola do Brasil Ltda.
Av. Parque Central s/n – Distr.
Industrial
61939-140 Maracanau – CE
Brazil
Von Roll Isola do Brasil Ltda.
Av. Aruanã, 201 Alphaville
06410-010 Barueri – São Paulo
Brazil
Von Roll Isola USA, Inc.
1 West Campbell Road
Schenectady, NY 12306
USA
Von Roll Isola USA, Inc.
115 River Street
New Haven, CT 06513
USA
Von Roll Isola USA, Inc.
4853 West 130th Street
Cleveland, OH 44135
USA
Austral Von Roll Isola, Inc.
1055 Shadix Industrial Way
Douglasville, GA 30133
USA
Von Roll Isola Shanghai Co. Ltd.
Unit 6, 515 Shen Nan Road
Xinzhuang Industrial Development
Zone
201108 Shanghai
China
Pearl Insulations Pvt Ltd.
Plot No. 505-507, IV Phase
Peenya Industrial Area, II Stage
Bangalore 560 058
India
Pearl Metal Products Bangalore Pvt
Ltd.
Plot No. 527, IV Phase
Peenya Industrial Area, II Stage
Bangalore 560 058
India
Von Roll Isola Winding Systems GmbH
Oswald-Greiner-Strasse 3
04720 Döbeln
Germany
OOO Von Roll Isola
Ul. Bol’shaja Ordynka 50, Room 19
Moscow 109017
Russia
Von Roll Isola USA, Inc.
3715 Northside Parkway NW
Bldg. 200 – Suite 405
Atlanta, GA 30327
USA
Von Roll Isola Asia Pte. Ltd.
101, Thomson Road
#15-03, United Square
Singapore 307591
Singapore
Von Roll Isola Japan
1-5-2-305, Ebisu
Shibuya-ku, Tokyo, 150-0013
Japan

10 Business Unit Electrical
Electrical
Von Roll’s Business Unit Electrical is the leading worldwide provider
of electrical insulation materials and taped wires. This position
was also further secured last year and, in particular, new
co-operations were upgraded. The most significant customers
are OEM producers of waterpower, turbo and wind generators,
manufacturers of industrial engines as well as repair shops.
Von Roll is also the worldwide market leader for high-tension electroinsulation
systems. This position was originated on the application
expertise established over many years, the innovation strength and
the ability - as the only provider in this market - to provide system
solutions for integrated optimization of electroinsulation of high-tension
machines (generators and motors). In the area of low-tension
insulation (i.e. under 1 kilovolt ) Von Roll is one of the leading providers,
primarily for fl exible laminates and varnishes/resins.
The issue of support and consulting is becoming increasingly important
in the process because the degree of effi ciency of electrical
machines can only insignifi cantly be improved by individual product
enhancements. Our customers have constantly outsourced activities
in the area of insulation so that great signifi cance is attached to technology
support. Our ability to optimize the electroinsulation process
in customers’ production by improving the layout, providing highlyautomated
equipment and the appropriate materials is increasingly
the most important criterion for existing as well as for new customers
which also distinguishes us from our competitors.
this backdrop, sales in the Electrical Business Unit rose compared
with the prior year: by 3 % in Europe and by 21 % in Asia. In America
sales grew by 22 %, in part also caused by the acquisition of business
of the Bedford Material Company, Inc., USA (fl exible laminates and
laminated materials). Due to the high raw material prices as well as
the strong cost pressure, the margin development lagged the sales
development, but however is distinctly higher than the prior year.
In recent years, the generator market segment noted the greatest
growth due to the constantly rising energy requirements. In the meantime,
however, this has fl attened out somewhat in favor of the hightension
and low-tension motors. We expect the trend toward production
relocation to Asia will continue in these segments too.
WORLDWIDE STIMULATED
In India our wire plant was expanded, in China the tape slitting production
was launched. With the founding of affi liates in Russia and
China, we have strengthened our worldwide presence. In line with
worldwide market developments, Von Roll is the local contact partner
for all our customers.
The cutting center for electrical tapes was concentrated in Breitenbach
in Switzerland. We exclusively service the European market with these
products. We are hoping for synergy effects from the concentration
of production activities at the competence center for tape slitting in
Breitenbach and in the end this will also benefi t our customers.
HEALTHY GROWTH DESPITE HIGH COST PRESSURE
In contrast to the strong growing Asian economic region, market
trends in the USA and in Europe are rather fl at. Production in the
world market is shifting from traditional manufacturing countries in
the US and Europe, toward Asia and South America. Aside from the
production shift, there is a great need in the Asian region to catch
up with regard to energy supply and industrial development. Against
With production equipment Von Roll was able to increase sales strikingly
most recently in the engineering business. Our customers will still
invest in their equipment in the future in order to raise their productivity
and cost effi ciency. Worldwide demand remains constantly high, with
China constituting the largest market potential even here.

Business Unit Electrical 11
Our participation in the Calidus Company in Johannesburg was sold
last year. But the presence in South Africa continues to be strong
since the distribution partnership with the former affi liate is being
observed. The reasons for the exit as a distribution enterprise stockholder
included the departure of the general manager (minority partner),
our strategic classifi cation of the South Africa market as well
as considerations of the local legal obligations to be expected with
regards to participation conditions.
OUTLOOK 2006
Aside from the strengthening of the marketing and distribution activities
in China and India, the European in-house distribution service in
Switzerland (Breitenbach) is to be focused and expanded. Perceived
as a competence center, we would like to focus forces in the interest
of our customers and create a worldwide central coordinating body.
This raises quality and lowers costs.
The strategic growth plans for the future are as follows: holding high
market shares in Europe and America, gaining market share with
regard to local competitors in Asia. Primarily in China this depends on
whether we are successful in lifting the technology level swifter than
the local competitors. This is a feasible, but an ambitious goal.
We expect that cost pressure will increase further due to rising raw
material prices. Measures planned include additional bundling of purchasing
volumes, substitution of materials that have become more
expensive with more cost-effective ones and additional cost savings
on in-house production. Furthermore, the point is also to make up
the cost increases by appropriate increases in price with regard to
customers.

12 Business Unit Electrical
At over 300 kilometers per hour ( kph) high-speed ICE trains annually
carry several million passengers, and services Europe’s
major cities at record speeds. Since the ICE was commissioned
in 1991, Von Roll has been supplying the high-quality insulation
material from mica, which protects the electromotors’ drive
coils even against glow discharge. This is why the coils are
ready for a safer operation in the ICE.
KEY FIGURES ELECTRICAL
2005 2004
Net sales 344,512 304,120 +13.3 %
Gross margin 68,563 70,383 -2.6%
in percent 19.9 % 23.1 %
Operating results 17,024 19,780 -13.9 %
Employees Overall 1,310 1,389 -5.7%
Employees Europe 614 733 -16.2%
Employees America 307 348 -11.8 %
Employees Asia 389 308 +26.3 %

«At over 300 kph –
high performance on tracks»
Business Unit Electrical 13

14 Business Unit Electrical
Innovation Electrical 2005
Our innovation and development activity is focused both on
processes and instruments as well as on our products and
services. Aside from continuous quality enhancement we value
the highest degree of flexibility and an attractive price/service
ratio. We maintain collaboration with customers, suppliers,
research centers and universities in order to be a step ahead
at all times.
Innovation management and correlated processes enable Von Roll
to focus better on development activities, prioritize individual project
ideas and raise development effi ciency.
Innovation management and its procedures were redefi ned. This led
to a more stringent management of process, strengthened resource
management and procedures adapted to the various project categories.
Our goals include the continued enhancement of the appropriateness
of the products in the market in both an operational and strategic
sense, the shortening of development times and the improved use
of resources.
ENVIRONMENTAL PROTECTION
Nowadays, product development quite often occurs with one eye on
environmental compatibility. This not only impacts production composition,
but also applications and further processing in particular.
Von Roll adheres strictly to regulations that are becoming increasingly
comprehensive and complex. A main goal of the innovation team in the
resins and varnishes area is to develop products for our customers,
which possess both excellent features and characteristics as well as
being capable of being processed further without any problems, bearing
in mind the new environmental protection guidelines. An example
of such a product is the new assortment of water-based varnishes that
will come onto the market soon in the USA and DAMISOL 3500, which
was developed specifi cally for the European and Asian markets.
COST SAVINGS FOR OUR CUSTOMERS
Costs are rising in general and particularly for raw materials. However,
our customers need to improve their competitive positions at the same
time. The only sustainable solution is to provide products and services
that enable our customer to improve productivity and to reduce their
costs. Many of the Von Roll insulation materials must be heated and
hardened for a certain time in order to be processed. Shortening this
process and reducing the necessary processing temperature are key
factors for our customers’ productive effi ciency. Chemical developments
and improvements in the technical production procedures
enable Von Roll to provide new and improved materials. In this way,
for example, prepregs for mounting parts of larger electrical rotating
machines reduce the time needed for the processing sequence
and allow for processing at lower temperatures. THERMOPREG® is
another example of this generation of new materials. Here the hardening
time is reduced to a sixth of the time and the necessary processing
temperature can be reduced from 165°C to 140°C.
By combining these new product developments with the new supply
of the M TEC production equipment, Von Roll provides their customers
with another opportunity to lower overall production costs. In this way,
manufacturers of ‘Roebel bars’ have been able to achieve a reduction
of the production times by up to 80 % thanks to Von Roll.

Business Unit Electrical 15
IMPROVEMENT OF TECHNICAL FEATURES
A new FR4 laminate with raised thermic conduction capacity was
developed and presented to our customers. This new material can
be used in applications that need optimal electric insulation. Further,
it is suitable for parts that generate a lot of heat and with which the
laminate also serves as thermic elimination material for energy.
In 2005, the new FR5 laminate was developed with better properties
and higher degree of creepage resistance. The material was introduced
in production and in the market. This material can be used
in generator construction if great mechanical and exacting electric
properties are demanded.

16 Business Unit Electrical
Environmentally friendly energy production from wind power is
being developed at a swift pace. Plants are already in operation
that with a 5-megawatt output are capable of supplying electricity
for over 3,000 households. Generators driven by rotor
blades are extremely efficient, but also develop a lot of heat.
Von Roll has developed a laminate that will be used for optimal
electrical insulation with increased thermic conductivity.

Business Unit Electrical 17
«Energy and power – blown with the wind»

18 Business Unit Industrial
Industrial
Von Roll is one of the worldwide leading manufacturers of
compound materials and cable protection materials. Von Roll
products are among the best with regard to features and reliability.
Demand for compound materials remains undamped
and is tending to increase with new options for use.
In the area of thermic and ballistic protection, the growth of the prior
year could not be repeated and is below expectation. The main reason
for the weak performance was the poor material availability. The temporary
production diffi culties could be eliminated in the fourth quarter,
so that for 2006 again powerful growth can be counted on.
The year 2005 was affected by sales below the prior year.
Losses had to be taken for the most part in the areas of longplates,
prepregs and high-pressure laminates. The reasons for
these developments are for the most part to be found in the
availability of raw materials carbon and aramide fibers, which
recently have resulted in supply difficulties for our products.
Sales in Asia and America have developed negatively as a consequence
of poor material availability. However, Von Roll was able to
hold its own in individual niche markets and even increase sales ( e.g.
soldering frame business ). Von Roll’s growth in the North American
market in contrast to Asia can be attributed to gaining market share in
a slightly rising market, while the market in Asia is developing thanks
to strongly growing demand. As in 2004, Europe is still in a stagnation
phase with only modestly rising demand in niche applications.
In the area of electronics the positive trend from the prior year could
be continued. The main reason for this development was the ‘comeback’
of the Von Roll products on the American market and the good
development in Europe. Growth could be achieved in the cable segment
( +4 %) and with form parts ( +12 %). A drop in sales, on the
other hand, can be noted in the composite area (-6%). In principle
no longer-term trends, however, can be deducted from these fi gures
since the reason for the sales losses is not to be attributed to a market
trend, but rather to the material availability.
TECHNOLOGY TRANSFER FOR RAISING SYNERGIES
After the sale of the fi lament wound tube production in Duren in fi scal
year 2004, Von Roll concentrates on the prepreg wound tube production
still available at the site and optimize the production equipment
accordingly.
MATERIAL SHORTAGE CAUSE SUPPLY DIFFICULTIES
Aside from the reduced availability of carbon fi bers, signifi cant oil
price fl uctuations have also made themselves felt on our resins and
varnishes. Raw material prices moved up and down in line with the
spot oil price and on average resulted in a higher price for oil-based
raw materials throughout the year. On the other hand, glass fi bers,
another important raw material for our products, became cheaper.
This was due to additional production capacity mainly in Asia. The
sum of all these factors caused material input in our products to
increase by 3 percent.
In 2005, all activities at the Belfort location were integrated into our
plant in Delle. This contained in particular the further processing of
semifi nished products from Delle and Augsburg for input in machines
and equipment as well as stamped parts in large volumes. The advantages
of this transfer can mainly be found in the synergy of the indirect
resources as well as in the available space in Delle.
The delayed commissioning of a new plant in the USA for manufacturing
prepregs ( carrier materials coated with varnish like paper,
cotton material or carbon fi ber fabric ) negatively affected results. The
delay was the result of multiple infl uences. On the one hand, the local
environmental rules were not adequately adhered to when retrofi tting

Business Unit Industrial 19
the production hall and warehouse. Thus the fi nal inspection and
operational authorization occurred later than planned. A number of
parts were damaged during transport and installation and had to be
replaced . Finally the set-up operation was delayed further by the fact
that the fi ne adjustments of the processes could not be carried out by
using the standards required by suppliers for the material used.
Overall sales in the Business Unit Industrial dropped by 2 percent to
CHF 107.9 million. High levels of competition in the industrial market
tend to continue to depress the prices. The emphasis for 2005 was
mainly on a further improvement in income. Gross margins could be
slightly improved and operating costs lowered compared to the prior
year. The number of employees remained constant.
OUTLOOK 2006
The strategic growth targets for the future provide for the consolidation
of high levels of market share in Europe and America as well as
strong growth in the Asian region. All in all we are planning with average
growth of 5 percent over the coming years. On-going projects
will allow us to raise the income situation in the future.
Various research and development projects should bring new impulse
to the market. Several projects are moving in the direction of developing
a new generation of compound materials.

20 Business Unit Industrial
Skyscrapers are masterful accomplishments - created by human
hand and paired with highly developed engineering and
technology. The tallest of these structures “Taipei 101” 508
meters high, was named after the number of floors it boasts
and stands in Taipei ( Taiwan ).
For the safety of both man and the environment, Von Roll supplies
Cablosam AP, a material used for cable protection securing
resistance to high temperatures of 200 up to 900˚C.
KEY FIGURES INDUSTRIAL
2005 2004
Net sales 103,698 105,415 -1.6 %
Gross margin 21,044 20,625 +2.0 %
in percent 20.3 % 19.6 %
Operating results 2 ,314 563 +311.0 %
Employees Overall 539 563 -4.3%
Employees Europe 530 557 -4.8%
Employees America 2 1 +100.0 %
Employees Asia 7 5 +40.0 %

«High up above – safe and reliable»
Business Unit Industrial 21

22 Business Unit Industrial
Innovation Industrial 2005
Innovation management and its processes were redefined. This
led to more stringent management of processes, strengthened
resource management and procedures adapted to different
project categories. Our goals include the continued enhancement
of the appropriateness of the products in the market
in both an operational and strategic sense, the shortening of
development times and the improved use of resources.
Innovation management and correlated processes allow Von Roll to
focus better on development efforts, prioritize the individual project
ideas and raise development effi ciency.
SANDWICH PANELS FOR THE
CONSTRUCTION AND TRANSPORTATION INDUSTRY
Sandwich panels are a new fi eld for Von Roll. The materials consist of
one very light core with a thin composite laminate outer skin. Preproduction
models have already been produced and presented at trade
fairs. Such products are based on Von Roll laminate technology and
demonstrate high properties for both thermic and electric insulation,
resistance to chemicals and fi re, etc. These panels are used in the
construction as well as in the transportation industry where structural
components are needed that allow for weight to be saved and which
demonstrate a good resistance to fi re.
COMPLEMENTARY
PRODUCTS FOR THE PAPER INDUSTRY
Projects are launched, which are to allow new doctor blades to be
brought onto the market. Alternative enhancements have allowed for
the development of a new product. The shortage in the world carbon
fi ber market has resulted in several product developments. Recently,
laminates based on custom unidirectional fi bers and weaves were
introduced.
POLYMERS FOR HIGH TEMPERATURE RESISTENCE
A new production formula allows for developing even more high-quality
doctor blades, which can be used on fast paper machines where a
high temperature resistance is needed. Further new composite materials
showing improved mechanical and thermic properties, particularly
at elevated temperatures. These products are used in various fi elds
where temperature resistance is needed.
CABLE PROTECTION
The safety cable market requires a cost-effi cient and high-quality
product that can be used as fi reproof cable. In today’s environment
safety standards are always rising. Even in fi re situations the basic
functions of the products must be guaranteed in order to protect life.
This high degree of safety will meanwhile be required as a condition
also in different industrial and commercial buildings. In order to be at
the forefront in the safety cable market Von Roll has developed a new
product line from fi reproof mica strips under the name of Cablosam
AP ( all purpose ).
MARKET INTRODUCTION OF NEW LIGHT LAMINATES
Additional development operations were performed in the fi eld of
laminates with low density, for applications in thermic insulation. The
new material was deployed by our customers and used for insulating
industrial presses. Such materials follow the general trend with highquality
properties as well as weight and cost savings.
NEW COMPONENTS FOR PERSONAL SECURITY
New materials were developed that provide customers several advantages:
weight saving, high degree of protection against different weapons
and simple installation/set-up in police buildings.

Business Unit Industrial 23
ELECTRONICS INDUSTRY
Several new products were introduced on the market, further strengthening
the position of Von Roll as innovative partner in the electronics
industry. These products are used in various niche applications in the
area of electronics.
Finally, Von Roll utilizes its unique knowledge with regard to chemicals,
insulations, compound materials and processing technology
to recognize and utilize new options for adding to the assortment.
For some time Von Roll has been working on the development of a
new industrial fi lm that will be utilized as a base for the chip contact
in smartcards. Today, Von Roll is participating with VETRO®-Film on
the double-digit growing market for telecom SIM cards, secure credit
cards, electronic passes and other similar applications.

24 Business Unit Industrial
Helmets protect and save lives and have to meet extreme requirements.
Aside from the high degree of impact strength,
breaking strain and sound vibration absorption, their resistance
to acid and bleaches, as well as heat and fire resistance are
important. Von Roll has developed a non-porous material ( prepreg
) that precisely resists these effects.

«Hard on the outside and soft inside»
Business Unit Industrial 25

26 Lead the Change
Lead the Change
Von Roll has launched a management training program entitled
“Lead the Change”. This aims at providing support in
respect to strategic and operational managerial tasks, is an
aid to systematically fostering and developing one’s own personality,
contributes to a uniform understanding of leadership
within the company and should finally support a sustainable
profitable growth.
“Lead the Change” means that Von Roll is once again facing up to
new challenges in today’s global and ever-changing world of work.
This affects the standards that our customers have set for our products,
service, and us, but also the standards that we have set for
our management.
In the fi rst place, the program is intended to contribute to a uniform
understanding of leadership within Von Roll. It consists of a strategically
conceptional component, in where we discuss our strategy, its
implementation, our customers’ standards and the design of business
processes. The second major focal point is placed on so-called “soft
skills”. Lead successfully, communicate properly, motivate and support
employees appropriately – for this an uniform corporate culture is
necessary. Von Roll aims to impart this through “Lead the Change”.
130 MANAGERS ALREADY TRAINED
“Lead the Change” was initiated by the Von Roll group management
– an essential feature in securing successful implementation – in order
to create the basis for the new arrangements required after the crisis
years. It was conceived in collaboration with an external specialist
and by the active participation of top-level managers at Von Roll.
All managers worldwide will take part in this training. The results are
unequivocal: good preparation and the commitment of top management
staff to make themselves available as instructors proved convincing.
Since October 2004 overall 130 managers have taken part
– others will be instructed in 2006.
Two facilitators, who alternate leading the individual modules, always
head the training program. The facilitators are experienced top managers,
who are under the spotlight, but who have brilliantly mastered
their task. Furthermore, in each training session there is a “fi reside
chat” with the CEO Walter T. Vogel. Current issues are discussed
and questions that affect the employees answered. This dedication
emphasizes the commitment of group management and is much
appreciated by the participants.
INVESTMENT IN EMPLOYEE QUALITY
How does Von Roll measure success There are no internal audits:
neither before nor after. We experience success in day-to-day business
life. How will our strategic goals be implemented How do we
conduct our employee talks How do we treat each other in daily
management life Here success is palpable, but we also learn where
the improvement potential is. In addition, there is continuation in the
form of a refresher course. This should also serve to measure the
success of our training to date. The content is currently being worked
on and the training program planned.

Lead the Change 27
Von Roll invests in the quality of employees at all management levels.
To date external costs of about CHF 300,000 have been incurred
( training documents, instruction rooms, meals, accommodation ). The
internal costs for the planning and design of the individual modules
were not itemized separately.
MOTIVATION FOR SUCCESS
A company’s culture and values give orientation and perspectives.
They impart meaning, identifi cation and commitment. The so-called
soft factors have a big effect on the company’s success. We impart
this with “Lead the Change”.
Customer satisfaction, profi tability and employee satisfaction are all
at the same level and are indispensably connected with each other
in Von Roll’s overall concept. Furthermore, Von Roll is geared to our
customers. This requires the full commitment of our employees. In
this respect, “Lead the Change” is an important motivator.

CORPORATE GOVERNANCE
Group structure and shareholders 30
Capital structure 31
Board of Directors 32
Executive Management 36
Remuneration, profi t-sharing and loans 38
Participatory rights of shareholders 39
Changes of control and defensive measures 40
Auditor 40
Information policy 40
Financial Reporting 41

30 Corporate Governance
Corporate Governance
Von Roll Holding Ltd is organized in accordance with Swiss
law and meets current requirements regarding Corporate Governance.
This publication complies with all the requirements
imposed by the Swiss Stock Exchange SWX regarding information
on Corporate Governance.
The group Ronner, Straumann, Maag has performed the conversion
of the option package into bearer shares on February 3, 2005. By
exercising these options the group has become the major shareholder
of Von Roll Holding Ltd. Consequently, the number of shares of Von
Roll Holding Ltd increased from 110,725,089 to 138,584,167. For
further information please refer to 2.2 Conditional Capital.
1. GROUP STRUCTURE AND SHAREHOLDERS
1.1 GROUP STRUCTURE
The operating activities of Von Roll are managed by the business units
Electrical and Industrial. Details about the organization structure and
the business units are available on page 7, 10-25 and in the segment
information on page 53 of this annual report.
According to current information the following shareholders were helding
more than 5 % of the share capital on December 31, 2005:
Oskar Ronner, Zug ( Switzerland )
Thomas Straumann, Basel ( Switzerland )
Rudolf Maag, Binningen ( Switzerland )
Total 20.5 %
Since August 11, 1987 Von Roll Holding Ltd, with its registered offi ce
in CH-4563 Gerlafi ngen ( Kanton Solothurn ), with a business address
at Edenstrasse 20, CH-8045 Zurich, has been listed on the Swiss
Stock Exchange SWX ( symbol: ROL, security number 324.535, ISIN:
CH0003245351 ). As of December 31, 2005 the Company’s market
capitalization was TCHF 274,397 ( 2004. TCHF 147,264 ).
Von Roll Holding Ltd’s scope of consolidation does not include any
publicly traded companies. The list of the signifi cant consolidated
companies is disclosed on page 68 of this annual report.
1.2 MAJOR SHAREHOLDERS
Von Roll has received the following disclosure notifi cations during the
reporting period:
Maximilian und Luitpold von Finck, Bäch (Switzerland) 12.3 %
With exception of possible agreements within the formerly mentioned
shareholder groups, there are no shareholder’s agreements. During
the reporting period Von Roll Holding Ltd has not received any further
disclosure notifi cation and therefore no further publication to the SWX
have been made.
1.3 CROSS-SHAREHOLDINGS
There are no cross-shareholdings with other companies. Reference is
made to chapter 1.2 and 2.2 to cross-shareholdings as they may be
possible, evident out of the shareholder structure, with some major
shareholders.
On February 19, 2005 Deutsche Bank AG notifi ed about the reduction
from 13.1 % of its shareholding to 9.9 % and on February 21, 2005,
Deutsche Bank AG notifi ed about the reduction of its shareholding
below 5 %.

Corporate Governance 31
2. CAPITAL STRUCTURE
2.1 CAPITAL
The ordinary capital of Von Roll Holding Ltd as of December 31, 2005
amounts to CHF 13,858,416.70, consisting of 138,584,167 bearer
shares with a nominal value of CHF 0.10. ( 2004: CHF 11,072,508.90,
consisting of 110,725,089 bearer shares with a nominal value of CHF
0.10 ). For changes in the conditional capital please refer to chapter
2.2. As of December 2005 there was no conditional or authorized
capital outstanding.
2.2 CONDITIONAL CAPITAL
At the General Meeting of May 6, 2003, the shareholders of Von
Roll Holding Ltd approved the following conditional capital increase:
The Company’s total share capital was increased by a conditional
capital with a total value of maximum CHF 2,785,907.90, divided
into a maximum 27,859,079 bearer shares to be paid up in full with a
par value of CHF 0.10 each. This may be performed by issuing up to
27,859,079 bearer shares as a result of exercising option rights that
were granted to the Company’s banks in return for waiving repayment
of existing loans to the Company or to Group companies. The options
assigned to the banks have a maximum term of 10 years and may be
converted from August 7, 2004 to August 6, 2013 at a strike price
of CHF 0.10. The options are freely transferable. Priority subscription
and purchase rights for existing shareholders in relation to conditional
capital have been waived.
All outstanding options were exercised and the conditional capital
was cleared. As of December 31, 2005 there were no options outstanding.
2.3 CAPITAL CHANGES
On page 71 of this annual report, a full list of capital changes, incurred
in 2005 and in 2004, is disclosed. For the changes in 2003 we refer
to the annual report 2003 ( page 35 ).
On February 3, 2005 the share capital increased from CHF 11,072,509
to CHF 13,858,417 by exercise of options held by the group Ronner,
Straumann, Maag.
2.4 SHARES AND PARTICIPATION CERTIFICATES
As of December 31, 2005, 138,584,167 bearer shares with a nominal
value of CHF 0.10 have been issued and fully paid-in. One bearer
share has one voting right. There are no participation certifi cates
outstanding.
2.5 BONUS CERTIFICATES
Von Roll Holding Ltd has not issued any bonus certifi cates.
2.6 LIMITED TRANSFERABILITY AND NOMINEE
REGISTRATION
There are no limitations on transferability and there is no nominee
registration.
In the meantime the option had been purchased by the group Ronner,
Straumann, Maag. On February 3, 2005 the group has exercised
the options in line with the share options regulations. Total shares of
27,859,078 were subscribed and paid-in at their par value of CHF
0.10 per share. For further reference please refer to chapter 1.2.
Major Shareholders.
2.7 CONVERTIBLE BONDS AND OPTIONS
There are no convertible bonds or options as of December 31, 2005
issued.

32 Corporate Governance
3. BOARD OF DIRECTORS
3.1. MEMBERS OF THE BOARD OF DIRECTORS
As of the General Meeting of Shareholders 2005, the Board of Directors
of Von Roll Holding Ltd is being comprised of the following members:
Name Nationality Born Position Member since Term of office Function
Oskar K. Ronner CH 1945 Chairman 2002 2008 Non-executive
Alfred M. Niederer CH 1941 Vice Chairman 2002 2008 Non-executive
Thierry Lalive d’Epinay CH 1944 Member 2002 2008 Non-executive
Gerd Peskes DE 1944 Member 2000 2006 Non-executive
Thomas Straumann CH 1963 Member 2005 2008 Non-executive
3.2. ADDITIONAL ACTIVITIES AND BINDING INTERESTS
In accordance with the Corporate Governance Directive, only substantial
or important additional activities or binding interests of the
Board members are listed.
Oskar K. Ronner
ETHZ Swiss Federal Institute of Technology Zurich, Switzerland
Dipl. Ing. ETHZ
Harvard Business School, USA, MBA
Professional Career and Further Activities
1985–1988: FFA Flug- und Fahrzeugwerke Altenrhein AG,
Altenrhein, Switzerland: CEO and President
1988–1990: Gebrüder Sulzer AG, Winterthur, Switzerland:
President of Sulzermedica Division and CEO
of Intermedics Inc., Angleton, USA
1990–1994: Elektrowatt AG, Zurich, Switzerland: Executive Vice
President in charge of the Industry Division
1994–1998: Elektrowatt AG, Zurich, Switzerland: CEO and
President, and until 1996
Credit Suisse Holding, Zurich, Schweiz: Executive Vice
President in charge of Elektrowatt AG, Zurich,
Switzerland
1998–2003: Siemens Building Technologies AG, Zurich,
Switzerland: CEO and President
Further Activities:
Vice Chairman of Straumann Holding AG, Waldenburg, Switzerland
Alfred M. Niederer
ETHZ Swiss Federal Institute of Technology Zurich, Switzerland
Dipl. Ing. ETHZ
Stanford University, USA, Senior Executive Program
Professional Career and Further Activities
1986–1992: CEO and President of the Board of Directors of Bally
International AG, Zurich, Switzerland
1992–1995: Vice President of Bata International, Toronto, Canada,
and President of Bata European Group, Zurich,
Switzerland
Since 1992: Owner and sole member of the Board of Directors of
Conpatex Holding AG, Lichtensteig, Switzerland
Further Activities:
Chairman of the Board of Directors of ALU Menziken Holding AG,
Menziken, Switzerland
Vice Chairman of Calida Holding AG, Sursee, Switzerland
Vice Chairman of Charles Voegele Holding AG, Pfäffikon, Switzerland
Vice Chairman of Desco von Schulthess Holding AG, Zurich, Switzerland
Member of the Board of Directors of Micronas Semiconductur
Holding AG, Zurich, Switzerland
Thierry Lalive d’Epinay
ETHZ Swiss Federal Institute of Technology Zurich, Switzerland
Dr. sc. techn. ETHZ
Professional Career and Further Activities
1979–1989: Research, development and Business Unit Manager
at BBC/ABB, Baden, Switzerland
1990–1996: Member of the Executive Management of Landis & Gyr,
Zug, Switzerland
1998–2001: Chairman of the Board of Directors of Elma-Electronics,
Wetzikon, Switzerland
1998–2002: Vice Chairman of the Board of Directors of SGS,
Société Générale der Surveillance, Geneva, Switzerland
Since 1997: Chairman of the Board of Directors and Managing
Partner of HPO AG, Freienbach, Switzerland
Further Activities:
Chairman of the Board of Directors of SBB AG, Bern, Switzerland
Member of the Board of Directors of Océ (Switzerland) Ltd.,
Glattbrugg, Switzeralnd

Corporate Governance 33
Oskar K. Ronner Alfred M. Niederer Thierry Lalive d’Epinay Gerd Peskes Thomas Straumann
Gerd Peskes
Fachhochschule Bochum, Germany
Diplom-Betriebswirt, Wirtschaftsprüfer
Professional Career and Further Activities
1967–1978: Wirtschaftsprüfungsgesellschaften ( Karoli WPG,
Essen; BTR AG, Düsseldorf ); last function: Director
Seit 1978: Managing director of Gerd Peskes GmbH
Wirtschaftsprüfungsgesellschaft, Düsseldorf, DE
Further Activities:
Vice Chairman of Custodia Holding AG, Munich, Germany
Vice Chairman of Nymphenburg Immobilien AG, Munich, Germany
Vice Chairman of RHI AG, Vienna, Austria
Chairman of Zwack Unicum RT., Budapest, Hungary
Member of the Board of Directors of Mövenpick Holding AG, Cham,
Switzerland
Chairman of ARAG Allgemeine Rechtschutz-Versicherungs-AG,
Düseldorf, Germany
Member of the Board of Directors of apetito AG, Rheine, Germany
Member of the Board of Directors of Class KGaA, Harsewinkel,
Germany
Member of the Board of Directors of Underberg AG, Dietlikon,
Switzerland
Thomas Straumann
Precision Mechanic
Management Development Training, Basel School of Management,
Switzerland
Business Leadership School, Liestal, Switzerland
Dr. med. h.c. University of Basel, Switzerland
Professional Career and Further Activities
1988–1990: Member of the Board of Directors of Institut Straumann
AG, Waldenburg, Switzerland
1988–1990: Chairman of the Board of Directors of Six Madun AG,
Sissach, Switzerland
1990–1997: Chairman of the Board of Directors and CEO of Institut
Straumann AG, Waldenburg, Switzerland
1997–2002: Chairman of the Board of Directors of Straumann
Holding AG, Waldenburg, Switzerland
2002–2004: Vice President of the Board of Directors of Straumann
Holding AG, Waldenburg, Switzerland
Further Activities:
Chairman of the Board of Directors of Medartis AG, Basel,
Switzerland
Chairman of the Board of Directors of centerVision AG, Basel,
Switzerland
Vice President of the Board of Directors of Tschudin + Heid AG,
Waldenburg, Switzerland
Chairman of the Board of Directors of the Hotel “Les Trois Rois”, Basel,
Switzerland
Chairman of the Board of Directors of Grand Hotel Bellevue AG,
Gstaad, Switzerland
Member of the Board of Directors of the Foundation for Dental
Research and Education, Basel, Switzerland
Member of the Board of Directors of IBRA, International Bone
Research Association, Basel, Switzerland
Member of the Board of Directors of the ITI Foundation, International
Team of Implantology, Basel, Switzerland
Chairman of the Board of Directors of the Foundation for Sport and
Sport History, Basel, Switzerland

34 Corporate Governance
3.3 CROSS-INVOLVEMENTS
We would like to point out the following interlocking directorships in
listed companies:
- Oskar K. Ronner: Von Roll Holding Ltd and Straumann Holding
AG
- Alfred M. Niederer: Von Roll Holding Ltd, Charles Vögele
Holding AG, Calida Holding AG and Micronas Semiconductor
Holding AG
- Thierry Lalive d’Epinay: Von Roll Holding Ltd and SBB AG
- Gerd Peskes: Von Roll Holding Ltd and Mövenpick Holding AG
- Thomas Straumann: Von Roll Holding Ltd and Straumann
Holding AG
BOARD OF DIRECTORS COMMITTEES
The Board of Directors has the following committees:
AUDIT COMMITTEE
The Audit Committee consists of the following members of the Board
of Directors : Alfred M. Niederer ( Chairman ), Oskar K. Ronner and
Gerd Peskes. It supports the Board of Directors in its supervision of
the accounting and fi nancial reporting. It oversees internal and external
audits and monitors the implementation of recommendations made by
the auditors. The Audit Committee oversees the realization of strategic
internal corporate goals and monitors compliance with the budget.
The CFO attends the Committee’s meetings. During the year under
review, the Audit Committee met on a total of fi ve times.
3.4 ELECTIONS AND TERMS OF OFFICE
The Board of Directors is elected by the General Meeting of Shareholders
for a three-year term. Members whose terms of offi ce expire
are permitted under the Rules of Organization for reelection up to the
age of 70, with no restrictions.
3.5 INTERNAL ORGANIZATION
The Board of Directors constitutes itself by electing a Chairman and
a Vice Chairman among its members. It also appoints the Board’s
Secretary, who does not have to be a member of the Board of Directors.
The Board of Directors makes its decisions and elections with
an absolute majority. In the event of a tie vote, the Chairman of the
meeting has the deciding vote. The Chairman calls meetings of the
Board of Directors whenever business requires. During the year under
review, the Board met on seven occasions and its meetings generally
lasted half a day. In addition to these meetings, there were various
conference calls and decisions made by circular letters.
STRATEGY COMMITTEE
The Strategy Committee has been canceled during the business year
2005. The tasks of the Strategy Committee have been handled by
the full Board of Directors committee.
PEOPLE & REMUNERATION COMMITTEE
The People & Remuneration Committee consists of the Board members
Dr. Thierry Lalive d’Epinay ( Chairman ), Oskar K. Ronner and Dr.
Thomas Straumann. It is responsible for monitoring the selection of
managers as well as their employment terms. The Committee members
verify and propose the remuneration of the Board of Directors and
managers as well as any option and share option plans. The Chairman
of the Board of Directors steps out of the Committee meeting while
his compensation is being discussed. The Committee does not have
any decision making powers. The duties and areas of responsibility
assigned to the Board of Directors under the Rules of Organization and
by law remain with the Board of Directors. In the year under review,
this committee met four times.

Corporate Governance 35
3.6 ALLOCATION OF DUTIES
The Board of Directors is responsible for the Company’s overall management
as well as monitoring the Executive management of Von
Roll Holding Ltd. The Board of Directors is responsible for the following
non-transferable and indefeasible duties:
- the ultimate direction of the Company and the giving of the
necessary directives
- the determination of the organization
- the setting up of the accounting system, fi nancial controlling and
fi nancial planning
- the nomination and revocation of persons responsible for or
representing the business operation
- the supervision of the persons responsible for the business
operation, especially with regards to the compliance of laws,
articles, regulations and directives
- the compilation of the annual report, the preparation of the
General Meeting of Shareholders and the execution of its
decisions
- the advice of the judge in case of excessive indebtedness
- the decision-making with regards to the increase of share capital
as far as this lies within the competencies of the Board of
Directors, as well as the identifi cation of the increase of capital
stock and the respective changes in articles
- the review of the professional qualifi cations of the specifi cally
qualifi ed auditors.
and rules on matters that are relevant to the Group which cannot be
delegated by law.
3.7 INSTRUMENTS OF INFORMATION AND CONTROL
VIS-À-VIS THE MANAGEMENT
Each member of the Board of Directors receives the detailed and
annotated monthly statements, quarterly statements (fi rst and third
quarter), semi-annual and annual statements. The Chairman of the
Board of Directors regularly consults with the CEO and CFO. Regular
company visits are made to complete the information received. Based
on the proposal of the CEO and CFO, the Board of Directors meets
each year to discuss and approve the next year’s budget, which it then
regularly reviews. The CEO and CFO also report to the meetings of
the Board of Directors on business activities and all matters relevant
to Von Roll, including signifi cant legal cases.
In accordance with the organization of competence within the Company,
the Board of Directors delegated the responsibility for business
operations to the CEO of Von Roll Holding Ltd. However, the Board of
Directors continues to make important personnel decisions, to take
decisions on acquisitions and divestments exceeding CHF 1 million.
Additionally the Board of Directors decides on investments in technical
know-how depending on the type of more than CHF 1 million

36 Corporate Governance
4. EXECUTIVE MANAGEMENT
4.1. MEMBERS OF THE EXECUTIVE MANAGEMENT
Since December 1, 2005 the Executive management of Von Roll
Holding Ltd has comprised the following members:
Name Nationality Born Position In this position since
Walter T. Vogel CH 1957 CEO March 2003
Werner Matzner DE 1958 CFO, until 28.02.2006 November 2003
Stephan Naef CH 1962 CFO, from 01.03.2006 March 2006
Jack E. Craig USA 1944 Head of Business Unit Electrical October 2004
Bernard Wasem CH 1962 Head of Business Unit Industrial November 2003
Alain Rieupet FR 1950 Head of Production of the November 2003
Business Unit Electrical
Patrick Veluzat FR 1951 Head of Technology & Innovation November 2003
of the Business Unit Electrical
Walter T. Vogel
4.2. ADDITIONAL ACTIVITIES AND BINDING INTERESTS
In accordance with the Corporate Governance Directive, only substantial
or important additional activities or binding interests of Executive
management members are listed.
Walter T. Vogel
ETHZ Swiss Federal Institute of Technology Zurich, Switzerland
Dipl. Ing. ETHZ, INSEAD Fontainebleau, France
International Executive Program
Professional Career and Further Activities
1995–1999: Head of Business Unit Direct Fastening and Member
of the Corporate Management Group of Hilti AG,
Schaan, Principality of Liechtenstein
1999–2003: CEO of Von Roll Infratec Holding AG and Member
of the Executive Committee of Von Roll Group, Zurich,
Switzerland
Since 2003 : CEO of Von Roll Holding Ltd, Zurich, Switzerland
Further Activities:
Member of the Board of Directors of Stadler Stahlguss AG, Biel,
Switzerland
Werner Matzner
Berufsakademie Ravensburg, Germany
Business Economist (BA)
Controller Academy Gauting, Germany
Professional Career and Further Activities
1999–2002: Finance Director Europe of Perkin Elmer Inc.,
Hünenberg/Zug, Switzerland
2002–2003: Corporate Controller of Von Roll Holding Ltd, Zurich,
Switzerland
2003–2006: CFO and member of the Executive management of
Von Roll Holding Ltd, Zurich, Switzerland
Stephan Naef
University of Zurich Business Economics Zurich, Switzerland
lic. oec. publ. the Licentiate in Economics and Business
Administration
Professional Career and Further Activities
1995–1997: Controller Services of Siber Hegner Group, Zurich,
Switzerland
1998 - 2005: Head of Finance and Controlling DHL Switzerland,
Basel, Switzerland
March 2006: CFO and member of the Executive management of
Von Roll Holding Ltd, Zurich, Switzerland
Jack E. Craig
College of William and Mary, USA BS Biology
Harvard Business School, USA PMD
Professional Career and Further Activities
1989–2001: Group Vice President of Electrical Insulation Supplies,
Atlanta, Georgia, USA
Since 2001 : President and CEO of Von Roll Isola USA, Inc., Atlanta,
Georgia, USA
Since 2004 : Head of Business Unit Electrical and member of the
Executive management of Von Roll Holding Ltd, Zurich,
Switzerland

Corporate Governance 37
Werner Matzner Stephan Naef Jack E. Craig Bernard Wasem Alain Rieupet Patrick Veluzat
Bernard Wasem
Fachhochschule für Technik Basel, Switzerland BSEE
Northwestern University, USA Kellogg School of Mgmt MBA
Professional Career and Further Activities
1994–2000: Internal Consultant at Novartis Corporate Office,
Basel, Switzerland; Supply Chain Manager at Novartis
Seeds Division, Enkhuizen, Holland; Project Director
at Novartis Seeds Division, Minneapolis, USA
2000–2003: Director of the Swiss Insulation Works AG,
Breitenbach, Switzerland
Since 2003 : Head of the Business Unit Industrial and (since 2004)
member of the Executive management of Von Roll
Holding Ltd, Zurich, Switzerland
Alain Rieupet
Institut National des Sciences Appliquées, FR, Mechanical Engineer
IAE, FR, MBA
Professional Career and Further Activities
1976–1986: Projekt Manager Renault Automation, France
1986–1991: Head of operation BULL Peripherals, France
1991–2000: Manging Director SERRIB, France
2001–2003: Site Manager Von Roll Isola, France
2003: Product Line Manager ( Winding Wires ), France
Since 2004: Head of Production of the Business Unit Electrical and
( since 2005 ) member of the Executive management
of Von Roll Holding Ltd, Zurich, Switzerland
Patrick Veluzat
Ecole Supérieure de Commerce de Dijon, France, Dipl. ESCAE
Institut de Commerce International, Paris, France
IMD, Lausanne, France , Management Programme
INSEAD Fontainebleau, France, General Management Programme
Harvard Business School, USA, Strategic Analysis
Professional Career and Further Activities
1991–1996: Marketing & Sales Manager Industrial Laminates
Product Line, Von Roll Isola, France
1996–1998: General Manager ICM - Industrial Composites
Materials Product Line, Von Roll Isola, France
1998–2003: General Manager EIM - Electrical Insulation Materials
Product Line, Von Roll Isola, France
Since 2003: Head of Technology & Innovation of the Business Unit
Electrical, and ( since 2005 ) member of the Executive
management of Von Roll Holding Ltd, Zurich,
Switzerland

38 Corporate Governance
4.3 MANAGEMENT CONTRACTS
There are no management contracts with third parties.
5. REMUNERATION, PROFIT-SHARING AND
LOANS
5.3 REMUNERATION TO FORMER MEMBERS
OF GROUP BODIES
The sum of TCHF 31 ( 2004: TCHF 30 ) was paid to one leaving member
of the Board of Directors in March 2005. There were no further
compensations to former member of Group bodies ( 2004: severance
payments TCHF 440, bonuses TCHF 210 )
5.1 CONTENT AND PROCEDURE FOR DETERMINING
REMUNERATION AND PROFIT-SHARING PROGRAMS
Remuneration for the Board of Directors and Group management is
proposed by the People & Remuneration Committee and approved
by the Board of Directors. The Committee approves the contract
of employment of the CEO and the other members of the executive
management. The People & Remuneration Committee monitors
regularly the relevant income of the executives. The principle followed
is to recruit highly qualifi ed and suitable people. The management
of Von Roll Holding Ltd is paid fairly at market rates in line with their
abilities, experience and qualifi cations. Their remuneration consists of
a basic salary plus a variable performance-dependent amount which
is determined by the fulfi llment of personal goals set annually and by
the achievement of the overall Company goals.
5.2 REMUNERATION OF MEMBERS OF GROUP BODIES
The sum of all remuneration paid for the year under review to the six
members of the Executive management amounted to TCHF 1,972
( 2004: TCHF 1,798 ). This fi gure includes the basic salaries of TCHF
1,491 ( 2004: TCHF 1,121 ) and performance-related bonuses of TCHF
481 ( 2004: TCHF 677 ). In addition, the members of the Executive
management benefi t from an executive insurance policy, with cost
of TCHF 105 ( 2004: TCHF 90 ). The sum of all remuneration in 2005
paid in cash to the fi ve members of the Board of Directors amounted
to TCHF 645 ( 2004: TCHF 645 ). There were no additional reimbursements
or compensations in form of other fees, shares or options.
5.4 SHARE ALLOCATION DURING THE YEAR
UNDER REVIEW
During the year under review, no shares were allocated to members
of the Board of Directors and/or to the Executive management.
5.5 SHARE OWNERSHIP
On December 31, 2005, the members of the Executive management
held a total of 103 shares. The member of the Board of Directors
( and parties closely linked ) held a total of 28,415,398 shares as of
December 31, 2005. This includes the shares held by the group Oskar
K. Ronner, Thomas Straumann and Rudolf Maag.
5.6 OPTIONS
At the balance sheet date no option on shares were held be the member
of the Board of Directors or the Executive management.
5.7 ADDITIONAL FEES AND REIMBURSEMENTS
During the year under review, no additional fees or reimbursements
were paid to the members of the Board of Directors and / or to the
Executive management.

Corporate Governance 39
5.8 LOANS TO OFFICERS
During the year under review, no loans were granted to members of
the Board of Directors and / or Executive management, nor are there
any outstanding previous loans to offi cers or related persons.
5.9 HIGHEST TOTAL REMUNERATION
The highest total remuneration paid to a member of the Board of
Directors during 2005 amounted to TCHF 300 ( 2004: TCHF 300 )
as basic salary. Bonuses and long term incentives for the year 2005
have not been paid.
6.3 CONVENING THE GENERAL MEETING
OF SHAREHOLDERS
The Articles of Corporation contain no rules that deviate from Swiss
law. The General Meeting of Shareholders takes place annually, no
later than six months after the closure of the business year. It is convened
by the Board of Directors. When the invitation to the General
Meeting of Shareholders is published in daily and fi nancial media as
well as in the Swiss Offi cial Trade Journal ( SOGC ), the shareholders
are asked to submit any requests for items to be taken to the
agenda.
6. PARTICIPATORY RIGHTS OF
SHAREHOLDERS
6.1 VOTING RIGHTS RESTRICTIONS AND
REPRESENTATIONS
The Company’s Articles of Corporation contain no voting right restrictions
and do not deviate from Swiss law with regard to the representation
of voting rights. The General Meeting of Shareholders decides
and conducts elections with an absolute majority of the share votes
represented at the meeting, excluding any empty or invalid votes. This
applies insofar as binding legal provisions or provisions set out in the
Articles of Corporation do not rule otherwise. Each share entitles to
one vote at the General Meeting of Shareholders.
One or more shareholders representing together at least 10 % of the
share capital can call an Extraordinary General Meeting of Shareholders.
Extraordinary General Meetings of Shareholders must take place
within 90 days of the submission of such requests.
6.4 TAKING ITEMS TO THE AGENDA
Shareholders who together represent stock with a par value of at
least CHF1 million can ask for an item to be placed to the agenda for
discussion, but not later than 60 days prior to the day of the meeting.
Requests must be submitted in writing.
6.5 ENTRIES IN THE SHARE REGISTER
The share capital of Von Roll Holding Ltd is exclusively comprised of
bearer shares; consequently no share register is kept.
6.2 QUORUM STIPULATED IN THE ARTICLES
OF CORPORATION
Dissolution of the Company without liquidation requires at least twothirds
of the represented votes and an absolute majority of the represented
par value of shares. Otherwise, the quorum stipulated in the
Articles of Corporation comply with Article 704 of the Swiss Code of
Obligations ( CO ).

40 Corporate Governance
7. CHANGES OF CONTROL AND DEFENSIVE
MEASURES
7.1 OBLIGATORY OFFER FOR SALE
The Company stipulates that an assignee is bound to make a public
offer to purchase pursuant to Articles 32 and 52 of Swiss Law Governing
Stock Exchanges and Securities Trading ( BEHG ) of March 24,
1995. The limit value is not increased.
7.2 CHANGE OF CONTROL CLAUSES
There are no signifi cant contractual agreements for the Board of Directors
or Executive management in the event of a change of control.
The Articles of Corporation do not contain any change-of-control
clauses in favor of members of the Board of Directors and / or Executive
management.
8. AUDITOR
8.1 TERM OF THE MANDATE
AND TERM OF OFFICE OF THE LEAD AUDITOR
In 2004, Deloitte AG, Zurich was registered in the commercial register
as the auditor of Von Roll Holding Ltd. Mr. Gerhard Ammann has been
appointed lead auditor who took over the mandate in 2004. The Audit
Committee oversees the auditor. The auditor contract is limited to one
year, whereas the appointment of the auditor of Von Roll Holding Ltd
has to be approved by the General Meeting of Shareholders.
8.3 ADDITIONAL FEES
During the period under review additional fees of TCHF 131 ( 2004:
TCHF 100 ) have been paid for services in the area of taxes and
compliances.
8.4 INSTRUMENTS FOR MONITORING AND
CONTROLLING THE AUDITOR
It is the duty of the Audit Committee to evaluate the auditor to the
attention of the Board of Directors (for further reference see chapter
3.6). In the fi nancial year three meetings took place together with the
representatives of the audit company.
9. INFORMATION POLICY
Von Roll Holding Ltd pursues an open, truthful, and active information
policy. Whenever possible, employees are informed fi rst. Shareholders
are informed through the annual report, the semiannual report, media
releases, the internet and at the General Meeting of Shareholders.
Von Roll reports and comments on results semi-annually, and provides
continuous information on important events through ad hoc publicity.
Upon request, shareholders can receive media releases from the
press offi ce by mail at Von Roll Holding Ltd, Edenstrasse 20, CH-8045
Zurich, +41(0)44 204 30 01, fax +41(0)44 204 30 12, or e-mail at
press@vonroll.com. Von Roll Holding Ltd publishes all events that are
relevant to the stock quotation in accordance with the guidelines of
the SWX Swiss Exchange.
8.2 AUDITOR’S FEE
The fee paid to the group auditors for the audit of the 2005 annual
accounts was TCHF 490 ( 2004: TCHF 485 ).

FINANCIAL REPORTING
Consolidated Financial Statements of Von Roll 2005
Consolidated Income Statement 42
Consolidated Balance Sheet 43
Consolidated Cash Flow Statement 44
Consolidated Statement of Changes in Equity 45
Notes to the Consolidated Financial Statements 46
Report of the Group Auditors 84
Statutory Financial Statements of Von Roll Holding Ltd 2005
Income Statement 85
Balance Sheet 86
Notes to the Financial Statements 87
Proposal for the Use of Accumulated Profi ts 89
Report of the Statutory Auditors 90
Information for the Investor
Five-Year Overview

42 Von Roll – Consolidated Income Statement for the year 2005
CONSOLIDATED INCOME STATEMENT FOR THE YEAR 2005
in CHF 1’000 Note 2005 2004
Gross sales 4 461,942 422,952
Sales deductions -13,732 -13,417
Net sales 448,210 409,535
Cost of goods sold 6 -357,753 -318,527
Gross profit 90,457 91,008
Business development expense 6 -10,410 -11,163
Sales and distribution expense 6 -29,619 -27,941
Administrative expense 6 -32,387 -35,503
Other operating expense 10 -8,204 -5,912
Income from investment property, net 11 1,509 -261
Other operating income 12 13,812 8,222
Operating income before sale of non-current assets 25,158 18,450
(Loss)/ gain on sale of non-current assets 14 -6,671 9,667
Operating income 18,487 28,117
Financial income 15 757 922
Financial expense 16 -5,870 -5,484
Profit before tax 13,374 23,555
Income taxes 17 1,958 -5,150
Net income 15,332 18,405
Attributable to:
Equity holders of the parent 13,191 16,693
Minority interests 2,141 1,712
Earnings per share
Weighted average number of shares outstanding in shares 18 135,989,075 110,725,089
Basic earnings per share in CHF 18 0.097 0.151
Diluted earnings per share in CHF 18 0.095 0.122
Page 43
1
2004: For comparative reasons, short-term provisions were partially
reclassified to accruals and taxes payable. These adjustments do not
affect the income statement.

Von Roll – Consolidated Balance Sheet as of December 31, 2005 43
CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2005
ASSETS
in CHF 1’000 Note 2005 in % 2004 in %
Non-current assets
Property, plant and equipment 19 77,721 74,122
Investment property 22 16,037 17,401
Goodwill 20 5,095 4,172
Intangible assets 21 8,363 8,061
Financial assets 23 1,546 8,952
Investments in associated companies (available for sale) 23 0 4,329
Deferred tax assets 17 6,504 1,245
Pension plan assets 40 3,754 2,375
Total non-current assets 119,020 39.4 % 120,657 43.0 %
Current assets
Inventories 26 58,352 56,935
Trade accounts receivable 27 63,180 51,168
Taxes receivable 17 1,464 1,914
Other accounts receivable and prepaid expense 28 14,095 11,137
Cash and cash equivalents 46,266 38,645
Total current assets 183,357 60.6 % 159,799 57.0 %
Total assets 302,377 100.0 % 280,456 100.0 %
EQUITY AND LIABILITIES
in CHF 1’000 Note 2005 in % 2004 in %
Equity
Share capital 29 13,859 11,073
Group reserves 133,158 98,253
Equity attributable to equity holders of the parent 147,017 48.6 % 109,326 39.0 %
Minority interests 5,288 1.7 % 4,714 1.7 %
Total equity 152,305 50.3 % 114,040 40.7 %
Liabilities
Non-current liabilities
Long-term financial liabilities 30 16,357 29,104
Deferred tax liabilities 17 6,726 7,177
Post employment benefit obligations 40 14,791 14,504
Long-term provisions 31 15,270 14,032
Total non-current liabilities 53,144 17.6 % 64,817 23.1%
Current liabilities
Trade accounts payable 29,024 31,968
Current tax payable 17 4,077 4,125
Short-term financial liabilities 30 17,447 14,592
Other short-term liabilities and accruals 1 32 34,523 30,600
Short-term provisions 1 31 11,857 20,314
Total current liabilities 96,928 32.1 % 101,599 36.2 %
Total liabilities 150,072 49.7 % 166,416 59.3 %
Total equity and liabilities 302,377 100.0 % 280,456 100.0 %

44 Von Roll – Consolidated Cash Flow Statement for the year 2005
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR 2005
in CHF 1,000 Note 2005 2004
Operating activities
Profit before tax 13,374 23,555
Depreciation and amortization 9 14,102 16,274
Financial expense, net 15/16 5,113 4,562
Loss/(gain) from the sale of non-current assets 1 14 6,671 -9,667
Changes in long-term provisions -181 459
Cash flow before changes in net working capital 39,079 35,183
Changes in inventories -925 -8,306
Changes in trade receivables and other current assets -9,806 4,704
Changes in trade payables, short-term provisions and other short-term liabilities -12,143 -16,284
Cash generated from operating activities 16,205 15,297
Income taxes paid 17 -4,540 -2,017
Net cash flow from operating activities 11,665 13,280
Investing activities
Capital expenditures for property, plant and equipment and intangible assets -12,636 -15,036
Outflow of funds from the acquisition of business 38 0 -7,698
Inflow of funds from the sale of Group companies 39 3,906 7,099
Inflow of funds from the sale of financial assets and investments in associated companies 14 15,261 0
Proceeds from disposal of property, plant and equipment 1,861 5,829
Interests received 783 857
Inflow of funds from long-term loans 1,183 2,148
Net cash flow from/(used in) investing activities 10,358 -6,801
Financing activities
Capital increase 29 2,786 0
Interests paid -5,493 -4,938
Repayment of financial liabilities -20,976 -1,201
Increase in financial liabilities 9,361 0
Dividends paid to minority shareholders -429 -978
Net cash flow used in financing activities -14,751 -7,117
Net increase/(-decrease) in cash and cash equivalents 7,272 -638
Cash and cash equivalents at 1 January 2 38,645 39,765
Effects of changes in foreign exchange rates 349 -482
Net increase/(-decrease) in cash and cash equivalents 2 7,272 -638
Cash and cash equivalents at 31 December 2 46,266 38,645
1
2004: The gain from the sale of non-current assets includes the reversal
of long-term provisions for environmental damages of TCHF 6,500. This
movement of long-term provisions has consequently not been included
under “Changes in long-term provisions”.
2
Cash and cash equivalents include cash held at banks and other financial
institutions.

Von Roll – Consolidated Statement of Changes in Equity for the year 2005 45
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR 2005
EQUITY Share Capital Revaluation Currency Retained Attributable Minority Total
capital reserves reserves translation earnings to equity interests equity
adjustments
holders of
the parent
in CHF 1,000
Balance at December 31, 2003 11,073 189,800 12,749 -29,360 -82,817 101,445 2,705 104,150
Currency translation adjustments 1 0 0 0 -8,812 0 -8,812 -109 -8,921
Realized revaluation reserve 2 0 0 -6,905 0 6,905 0 0 0
Net income recognised directly in the equity 0 0 -6,905 -8,812 6,905 -8,812 -109 -8,921
Net income 0 0 0 0 16,693 16,693 1,712 18,405
Total recognized income and expense for the year 0 0 -6,905 -8,812 23,598 7,881 1,603 9,484
Treatment of accumulated loss 3 0 -99,473 0 0 99,473 0 0 0
Dividends to minority shareholders 0 0 0 0 0 0 -978 -978
Sale of consolidated group companies (Note 39) 0 0 0 0 0 0 1,384 1,384
Total other changes in equity 0 -99,473 0 0 99,473 0 406 406
Balance at December 31, 2004 11,073 90,327 5,844 -38,172 40,254 109,326 4,714 114,040
Balance at December 31, 2004 11,073 90,327 5,844 -38,172 40,254 109,326 4,714 114,040
Currency translation adjustments 1 0 0 0 8,675 0 8,675 348 9,023
Realized currency translation 4 0 0 0 13,039 0 13,039 0 13,039
Realized revaluation reserve 2 0 0 -330 0 330 0 0 0
Net income recognised directly in the equity 0 0 -330 21,714 330 21,714 348 22,062
Net income 0 0 0 0 13,191 13,191 2,141 15,332
Total recognized income and expense for the year 0 0 -330 21,714 13,521 34,905 2,489 37,394
Capital increase 5 2,786 0 0 0 0 2,786 0 2,786
Dividends to minority shareholders 0 0 0 0 0 0 -429 -429
Sale of consolidated group companies (Note 39) 0 0 0 0 0 -1,486 -1,486
Total other changes in equity 2,786 0 0 0 0 2,786 -1,915 871
Balance at December 31, 2005 13,859 90,327 5,514 -16,458 53,775 147,017 5,288 152,305
Total Group reserves at the end of December 2004 98,253
Total Group reserves at the end of December 2005 133,158
The implementation of the new or modifi ed IFRS / IAS standards have
no signifi cant effects on the consolidated statement of changes in
equity.
1
Including currency translation differences on intercompany loans qualified as
equity.
2
Relates to investment property sold
4
Relates mainly to the realization of the currency translation of Von Roll
America Inc. (for further reference note 14 and 23)
5
On February 3, 2005 the group Ronner, Straumann, Maag has exercised the
3
According to the resolution passed at the Annual General Meeting dated May
26, 2004.
options in line with the share options regulations. Total shares of 27,859,078
were subscribed and paid-in at their par value of CHF 0.10 per share

46 Von Roll – Notes to the Consolidated Financial Statements 2005
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2005
1 SIGNIFICANT ACCOUNTING POLICIES
GENERAL INFORMATION
Von Roll Holding Ltd (the Company) with its subsidiaries (together
Von Roll) is a international manufacturing and service company. The
major activities are presented in the segment information (Note 5).
The Company is a public traded company listed on the Swiss Stock
Exchange (SWX). The address of its registered offi ce is Bahnhofstrasse
276, CH-4563 Gerlafi ngen, Switzerland.
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
The consolidated fi nancial statements of Von Roll Holding Ltd are
prepared in accordance with the International Financial Reporting
Standards (IFRS) issued by the International Accounting Standards
Board (IASB), respecting the listing regulations of SWX and is according
to the Swiss Law.
The consolidated fi nancial statements are issued in Swiss Francs
(CHF), as important Von Roll companies are operative and fi nanced
out of Switzerland. The fi nancial statements are presented in CHF
thousands ( TCHF ) as compared to CHF millions in previous years.
Certain reclassifi cations and additional disclosures have been made
to the consolidated fi nancial statements in order to conform to the
improved 2005 presentation.
ADOPTION OF NEW ACCOUNTING POLICIES
In the current year, Von Roll has adopted all the new and revised
IFRS/IAS-Standards and Interpretations that are relevant to its operations
and effective for accounting periods beginning on January 1,
2005. The adoption has resulted in smaller changes to the accounting
policies of Von Roll and has affected the amounts reported for
the current and the comparative period.
The following new or revised IFRS/IAS-Standards have been
adopted:
IAS 1 – Minority interests
The standard requires minority interests to be included as part of
the group’s equity in the consolidated balance sheet instead of a
separate category and they are no longer deducted to get to the
group’s net income.
IFRS 3 – Business combinations
With effect from January 1, 2005, all goodwill is considered to have
an indefi nite life and is not amortized, but is subject to annual impairment
testing. Impairment losses have an immediate effect on the net
income. An impairment loss recognized is not reversed in a subsequent
period. Goodwill is presented separately in the consolidated
balance sheet. In the prior period (2004) the goodwill amortization
amounted to TCHF 1,206.
At the time this report was published, not yet effective standards
and interpretations ( namely IFRS6, IFRS7 and IFRIC 4,5 and 6 )
have not had any or signifi cant impact on the consolidated fi nancial
statement.
SCOPE OF CONSOLIDATION
All companies in which the Company holds a majority equity investment
and possesses the majority of the voting rights are fully consolidated.
A list of the signifi cant consolidated companies is disclosed
in note 24 of this annual report.
Associated companies (investments of between 20 % and 50 % in a
company’s equity) are consolidated using the equity method where
Von Roll exercises a signifi cant infl uence. Other investments with a
share holding up to 20 % are valued at fair-value.
PRINCIPLES AND METHOD OF CONSOLIDATION
The fi nancial statements of the companies included in the consolidation
have been prepared as of the date of the consolidated fi nancial statements,
using the historical cost convention as modifi ed by the revaluation
of available-for-sale fi nancial assets at fair value through profi t and
loss and applying uniform presentation and valuation principles. The
purchase method of accounting is used for acquired businesses.
FOREIGN CURRENCY TRANSLATION
Income, expense and cash fl ows of consolidated companies have
been translated into Swiss francs using the respective average
weighted exchange rates. The balance sheets values are translated
using the year-end exchange rates. Exchange rate differences
from exchange rate variances compared to prior year arising from
the translation of equity of subsidiaries and long-term intercompany
loans (only loans considered as equity-loans) and differences
resulting from the translation of the net income are allocated to
group reserves. Translation differences resulting from the application
of this method are classifi ed as equity until the disposal of the
investments.
REVENUE RECOGNITION
Sales are recognized when risks and rewards of ownership of the

Von Roll – Notes to the Consolidated Financial Statements 2005 47
goods have been transferred to a third party and are reported net
of sales taxes. Provisions for rebates and discounts to customers
based on contract terms are recognized in the same period when
related sales are recorded.
Interest income is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable. Dividend
income from investments is recognized when the shareholder’s rights
to receive payment have been established.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand, deposits and
calls with banks as well as short-term investment instruments which
can be converted to cash within 90 days.
TRADE ACCOUNTS RECEIVABLE
The reported values represent the invoiced amounts. Allowance provision
for doubtful receivables is determined periodically.
OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSE
Other accounts receivable comprise receivables from social security
institutions, indirect taxes and other non-operating receivables from
third-party due within one year. It also includes prepaid expense to
suppliers.
INVENTORY
Purchased products are valued at acquisition cost while self manufactured
products are valued at manufacturing costs including related
production overhead costs. Inventory held at the balance sheet date
is valued at standard cost. This valuation method is also used for cost
price of cost of goods sold in the income statement. Provisions are
recorded for inventories with a lower net realizable value or which are
slow-moving. Unsaleable inventory is fully written off.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment has been valued at historical acquisition
or production costs and is depreciated on a straight-line basis, over
the following range of estimated useful lives:
Permanent buildings
25 years
Temporary buildings
10 – 20 years
Technical installations and machinery
10 – 12 years
Plant and offi ce equipment
5–10 years
Computer equipment
3–5 years
Vehicles
3–8 years
Land is not depreciated.
Subsequent costs are included in the asset’s carrying amount,
only when it is probable that future economic benefi ts associated
with the item will fl ow to Von Roll and the cost of the item can be
measured reliably. All other repairs and maintenance are charged
to the income statement during the fi nancial period in which they
are incurred.
Property, plant and equipment which is fi nanced by leases giving rights
to use the assets as if owned, is capitalized with their estimated present
value at the inception of the lease, and depreciated in the same
manner as the according tangible fi xed asset category.
Financing costs associated with the construction of property, plant
and equipment are not capitalized.
INVESTMENT PROPERTY
Investment property, principally comprising undeveloped land as well
as separable rented offi ces and production buildings, is held for longterm
rental yields and is not used by Von Roll.
Investment property has been valued at historical acquisition cost
less depreciation on a straight-line basis over an expected useful
life of 25 years. During a balance sheet restructuring in previous
years individual investment properties had been revaluated above
the historical costs. Current market values are regularly determined
by an independent third party and are disclosed additionally in the
notes.
GOODWILL
Goodwill represents the excess of the cost of an acquisition over
the fair value of Von Roll’s share of the net identifi able assets of the
acquired subsidiary at the date of acquisition. Goodwill is carried in
the functional currency of the acquired business and is allocated to
a cash generating unit.
Goodwill is recognized as an asset and subject to annual impairment
testing. Impairment losses have an immediate effect on the net
income. An impairment loss recognized is not reversed in a subsequent
period. Goodwill is presented separately in the consolidated
balance sheet.
Negative goodwill is recorded in the income statement. At the balance
sheet dates, there were no amounts recorded relating to negative

48 Von Roll – Notes to the Consolidated Financial Statements 2005
goodwill. Gains and losses on the disposal of an entity include the
carrying amount of goodwill relating to the entity sold.
INTANGIBLE ASSETS
Trademarks, licenses and similar rights as well as other intangible
assets have a defi nite useful life and are carried at historical cost
less accumulated amortization. Amortization is calculated using the
straight-line method to allocate the cost over estimated useful lives,
ranging between 5 and 12 years.
Reliably measurable costs for trademarks, licenses and similar rights
as well as for product development are recognized only if it is probable
that the expected future economic benefi ts attributable to each
asset will fl ow to Von Roll.
FINANCIAL ASSETS
Financial assets comprise business-related investments in securities
that are available-for-sale, long-term loans to associated companies
and third party. Securities are valued at fair value through profi t and
loss. Loans are valued at amortized cost.
Each category of fi nancial assets is accounted for as of the trade date.
INVESTMENTS IN ASSOCIATED COMPANIES
Investments in associated companies are accounted for by the equity
method and are initially recognized at cost. Von Roll’s investment in
associated companies includes goodwill (net of any accumulated
impairment loss) identifi ed at acquisition.
IMPAIRMENT OF ASSETS
Assets are reviewed for impairment at least annually or whenever
events or changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognized for the
amount by which the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset’s fair value
less costs to sell and value in use. The value in use is based on in
future expected discounted cash fl ows. For the purposes of assessing
impairment, assets are grouped at the lowest level for which there are
separately identifi able cash fl ows (cash-generating units).
SHARE CAPITAL
Bearer shares are classifi ed as share capital. Additional paid-in capital
is recorded in capital reserves.
Incremental costs directly attributable to the issue of new shares are
shown in equity as a charge under other changes.
FINANCIAL LIABILITIES
Financial liabilities are recognized initially at fair value, net of transaction
costs incurred. Financial liabilities are subsequently stated at amortized
cost; any difference between the proceeds (net of transaction
costs) and the redemption value is recognized in the income statement
over the period of the liability using the effective interest method.
Each category of fi nancial liability is accounted for as of the trade date.
PROVISIONS
Provisions for environmental restoration, contingencies and commitments,
announced restructuring and legal claims are recognized,
if Von Roll has a present legal or constructive obligation as
a result of past events, if it is more likely than not that an outfl ow of
resources will be required to settle the obligation, and if the amount
has been reliably estimated. Restructuring provisions comprise
employee termination payments, lease termination penalties and
other restructuring cost. Provisions are not recognized for future
operating losses.
Where there are a number of similar obligations, the likelihood that an
outfl ow will be required in settlement, is determined by considering
the class of obligations as a whole.
OTHER SHORT-TERM
LIABILITIES AND DEFERRED INCOME
Other short-term liabilities and deferred income comprise payables to
social security institutions and other non-operating payables to thirdparty
due within one year. Furthermore, it includes deferred income
from customers and accrued expense to suppliers.
POST-EMPLOYMENT BENEFITS,
PENSION ASSETS AND LIABILITIES
(a) Pension obligations
Von Roll companies operate various pension schemes whereas
some schemes are funded through payments to trustee administered
funds, determined by periodic actuarial calculations. Von
Roll has both defi ned benefi t and defi ned contribution plans. The
asset/liability recognized in the balance sheet in respect of defi ned
benefi t pension plans is the present value of the defi ned benefi t
obligation at the balance sheet date less the fair value of plan
assets, together with adjustments for unrecognized actuarial gains
or losses and past service costs. The defi ned benefi t obligation is
calculated annually by independent qualifi ed actuaries using the
projected unit credit method. This applies in particular for Swiss
pension plans.

Von Roll – Notes to the Consolidated Financial Statements 2005 49
Actuarial gains and losses arising from experience adjustments and
changes in actuarial assumptions are charged or credited to income
over the employees’ expected average remaining service lives.
For defi ned contribution plans, Von Roll pays contributions to publicly
or privately administered pension plans on a mandatory, contractual
or voluntary basis. Von Roll has no further payment obligations once
the contributions have been paid. The contributions are recognized
as employee benefi t expense when they are due. Prepaid contributions
are recognized as an asset at its net present value and to the
extent that a cash refund or a reduction in the future payments is
available.
(b) Other post-employment obligations
Some Von Roll companies provide post-retirement benefi ts to their
employees dependent on years of service. The entitlement to these
benefi ts is usually conditional on the employee remaining in service
up to retirement age and the completion of a minimum service period.
The expected costs of these benefi ts are accrued over the period
of employment using an accounting methodology similar to that for
defi ned benefi t pension plans. Actuarial gains and losses arising from
experience adjustments, and changes in actuarial assumptions, are
charged or credited to income over the expected average remaining
working lives of the related employees. These obligations are valued
annually by independent qualifi ed actuaries.
(c) Other employee and social security benefi ts, accruals for staff
related costs
Other employee and social security benefi ts comprise mainly payments
to governmental institutions and other for social security, payroll
taxes, health insurances and similar. Accruals for staff related costs
comprise accruals for contractual and anniversary bonuses, unused
vacation, fl extime balances and similar. Von Roll recognizes a accruals
where contractually obliged or where there is a past practice that has
created a constructive obligation.
INCOME TAX
Income taxes include all taxes based upon the taxable profi ts of Von
Roll. Other taxes not based on income, such as property and capital
taxes, are included in the relevant position of the income statement.
Deferred income tax is provided in full, using the liability method,
on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the consolidated fi nancial
statements (comprehensive liability method). Deferred income tax is
determined using tax rates and laws that have been enacted or substantially
enacted by the balance sheet date and that are expected
to apply when the related deferred income tax asset is realized or the
deferred income tax liability is settled.
Deferred income tax assets for temporary differences and unused
tax losses are recognized to the extent that it is probable that future
taxable profi t will be available against which the temporary differences
can be utilized and realizable temporary differences can be expected.
Deferred income tax on temporary differences arising on investments
in subsidiaries and associated companies is provided, except where
the timing of the reversal of the temporary difference is controlled
by Von Roll and it is probable that the temporary difference will not
reverse in the foreseeable future.
LEASES
Leases in which a signifi cant portion of the risks and rewards of ownership
are retained by the lessor are classifi ed as operating leases.
Payments made under operating leases (net of any incentives received
from the lessor) are charged to the income statement on a straight-line
basis over the period of the lease.
SEGMENT INFORMATION
The primary criteria for the segment information are the business
segments, the secondary the geographical segmentation. A business
segment is a group of assets and operations engaged in providing
products or services that are subject to risks and returns that are different
from those of other business segments. A geographical segment is
engaged in providing products or services within a particular economic
environment that are subject to risks and returns that are different from
those of segments operating in other economic environments.
Intra-segment transfers and transactions are entered into under normal
commercial terms and conditions that would also be available to
unrelated third party (at arm’s length).
FINANCIAL RISK FACTORS
Von Roll’s activities are exposed to a variety of fi nancial risks: market
risk (including currency risk, interest rate risk and price risk), credit
risk, liquidity risk and cash fl ow risk. Von Roll’s overall risk management
program focuses on the unpredictability of fi nancial markets
and seeks to minimize potential adverse effects on Von Roll’s fi nancial
performance. Von Roll uses derivative fi nancial instruments to hedge
certain risk exposures, where appropriate.
The fi nancial risk management is according the principles and guidelines
as issued by the Board of Directors and the Executive man-

50 Von Roll – Notes to the Consolidated Financial Statements 2005
agement. Risk management is monitored by Corporate Finance and
Controlling and continuously reconciled with each operational entity.
It comprises identifi ed fi nancial risk factors as described in the previous
paragraph.
(a) Market risk
Foreign exchange risk
Von Roll operates internationally and is exposed to foreign exchange
risk arising from various currency exposures, primarily with respect
to Euro, US Dollar and other minor currencies. Foreign exchange risk
arises from future commercial transactions, recognized assets and
liabilities and net investments in foreign operations.
To manage its foreign exchange risk Von Roll uses, wherever necessary,
forward contracts. Foreign exchange risk arises when future
commercial transactions, recognized assets or liabilities are not
denominated in the presentation currency CHF.
Von Roll has investments in foreign operations, whose net assets are
exposed to foreign currency transaction risk. However, the risks of currency
translation differences associated with subsidiaries are not hedged.
Price risk
Von Roll is to a certain extent exposed to commodity price risk of copper
commodities. Sales prices determinations are based on prevailing
copper quotations at the time of the transaction.
(b) Credit risk
Von Roll has no signifi cant concentrations of credit risk. It has policies
in place to ensure that sales of products are made to customers with
an appropriate credit history. Management defi nes credit limits to each
customer that are continually monitored and adjusted. Additionally,
outstanding balances of certain customers are covered by credit
insurance facilities.
(c) Liquidity risk
Liquidity risk management implies maintaining suffi cient cash and
cash equivalents, investments with a maturity less than 90 days and
the availability of funding through an adequate amount of committed
credit facilities. After the fi nancial restructuring in 2003 the credit rating
of Von Roll has improved considerably and the risk is rated not
to be signifi cant.
(d) Cash fl ow and fair value interest rate risk
As Von Roll has no signifi cant interest-bearing assets, relating income
and operating cash fl ows are substantially independent of changes
in market interest rates.
Von Roll’s interest-rate risk arises from long-term borrowings. Borrowings
issued at variable rates expose Von Roll to the risks of higher
interest expense in future. Borrowings issued at fi xed rates expose Von
Roll to a balance sheet valuation risk. Further details to interest rates
on borrowings are disclosed in note 30 – Financial liabilities.
DERIVATIVE FINANCIAL
INSTRUMENTS AND HEDGING ACTIVITIES
Derivatives are initially recognized at fair value at the date a derivative
contract is entered into (trade date) and are subsequently revaluated
at their fair value through profi t and loss. Derivatives are generally
classifi ed as either (1) hedges of fair value of recognized assets,
liabilities or a fi rm commitment (fair value hedge); (2) hedges of
highly probable forecast transactions (cash fl ow hedges); or (3)
hedges of net investments in foreign operations. Since Von Roll
undertakes only fair value hedges, all changes in the fair value of
any derivative instruments (including any instrument that does not
qualify for hedge accounting) are recognized immediately in the
income statement.
ASSUMPTIONS AND USE OF ESTIMATES
Von Roll’s principal accounting policies are set out in this section of
the consolidated fi nancial statements and are based on the International
Financial Reporting Standards (IFRS). Signifi cant judgments
and estimates are used in the preparation of the consolidated fi nancial
statements which, to the extent that actual outcomes and results
may differ from these assumptions and estimates, could affect the
accounting in the areas as described. The estimates and underlying
assumptions are based on historical experience and various
other factors that are believed to be reasonable under the given
circumstances.
The estimates and underlying assumptions are reviewed on an ongoing
basis. Changes in accounting estimates may be necessary if there
are changes in the circumstances on which the estimate was based,
or as a result of new information or more experience. Such changes
are recognized in the period in which the estimate is revised.
The key assumptions are described below and are also outlined in
the respective notes.
Revenue recognition
Revenue is only recognized when, in management’s judgment, the
signifi cant risks and rewards of ownership have been transferred to
the customer. For some transactions this can result in cash receipts
being initially recognized as deferred income and then released to
income over subsequent periods on the basis of the performance of

Von Roll – Notes to the Consolidated Financial Statements 2005 51
the conditions specifi ed in the agreement. Management believes that
the total accruals and provisions for these items are adequate, based
upon currently available information.
Property, plant and equipment
and intangible assets, including goodwill
All of these assets are reviewed at least annually for impairment. To
assess if any impairment exists, estimates of the management are
made of the future cash fl ows expected to result from the use of the
asset and its eventual disposal.
Income tax
Signifi cant estimates are required in determining the current and
deferred assets and liabilities for income taxes. Some of these estimates
are based on interpretations of existing tax laws or regulations.
Management believes that the estimates are reasonable and that the
recognized assets and liabilities for income tax-related uncertainties,
are adequately recognized.
Pensions and other post-employment benefi ts
Most of Von Roll employees participate in post employment defi ned
benefi t plans. The calculations of the recognized assets and liabilities
from such plans are based upon statistical and actuarial calculations.
The actuarial assumptions used may differ materially from actual
results due to changes in market and economic conditions, higher or
lower withdrawal rates or longer or shorter life spans of participants
and other changes in the factors being assessed. These differences
could impact the assets or liabilities recognized in the balance sheet
in future periods.
Legal provisions
Several Von Roll companies are party to various legal proceedings.
Based on the current knowledge, management has made assumption
of the possible impact on these open legal claims and provided
them correspondingly.
Environmental provisions
Management believes that the total provisions for environmental matters
are adequate based upon currently available information.

52 Von Roll – Notes to the Consolidated financial statements 2005
2 CHANGES IN THE SCOPE OF CONSOLIDATION
The list of consolidated companies is disclosed in note 24.
In June 2005 Von Roll has signed a conditional sale agreement for
its 51 % shareholding in Calidus Von Roll Isola (Proprietary) Ltd in
Johannesburg to Powertech Leasing (Proprietary) Ltd of Bryanston in
South Africa. Calidus Von Roll Isola (Proprietary) Ltd is engaged in the
distribution of various insulating and composite materials produced
by Von Roll. The approval of the South African Competition Authority
for the transaction on July 27, 2005 has enabled the closing of the
sale on August 11, 2005. The investment has been deconsolidated
as of July 31, 2005. In the segment information Calidus Von Roll Isola
(Proprietary) Ltd was included in the business unit “Electrical”. Details
to this sale agreement can be found in note 39 “Sale of consolidated
group companies”.
The investment in Von Roll America Inc. (WTI) was sold on December
21, 2005. For further details refer to note 14 and 23.
All further changes in shareholdings of subsidiaries compared to prior
year are due to legal restructuring (mergers) and fi nancial recapitalizations
and do not affect the consolidated fi nancial statements of
Von Roll.
3 FOREIGN CURRENCIES
The following exchange rates were used for the translation in CHF:
2005 2004
Average rates applied for the consolidated income statement
1 EUR 1.55 1.54
1 USD 1.25 1.24
1 GBP 2.26 2.27
100 INR 2.84 2.74
100 BRL 51.74 42.38
100 ZAR 19.40 19.39
Period end rates applied for the consolidated balance sheet
1 EUR 1.56 1.54
1 USD 1.32 1.13
1 GBP 2.28 2.19
100 INR 2.91 2.60
100 BRL 56.39 42.16
100 ZAR 19.43 20.15
4 GROSS SALES
The following table discloses the principal variances in sales of the
reporting year compared with the previous year:
in CHF 1,000 2005 in % 2004 in %
Due to volume and prices 39,743 9.4 % 37,322 5.4 %
Due to divestitures -6,473 -1.5% -305,409 -43.9%
Due to currency changes 5,720 1.4 % -4,067 -0.6%
Total 38,990 9.3 % -272,154 -39.1%

Von Roll – Notes to the Consolidated financial statements 2005 53
5 SEGMENT INFORMATION
The segment reporting to the business and geographical segments
is disclosed as follow:
BUSINESS SEGMENTS Von Roll Electrical Industrial Other
activities
in CHF 1,000 2005 2004 2005 2004 2005 2004 2005 2004
Total net sales 459,662 418,495 346,535 305,164 113,127 113,331 0 0
thereof sales to other segments 1 -11,452 -8,960 -2,023 -1,044 -9,429 -7,916 0 0
Net sales to third parties 448,210 409,535 344,512 304,120 103,698 105,415 0 0
Operating income/expense -408,950 -374,811 -317,771 -273,545 -97,747 -101,209 6,568 -57
Depreciation -12,956 -14,678 -8,657 -9,475 -3,589 -3,405 -710 -1,798
Amortization -1,146 -1,596 -1,060 -1,320 -48 -238 -38 -38
Operating income before sale
of non-current assets 25,158 18,450 17,024 19,780 2,314 563 5,820 -1,893
(Loss)/ gain on sale of non-current assets -6,671 9,667 -6,671 9,667
Operating income 18,487 28,117 -851 7,774
Financial income 757 922 757 922
Financial expense -5,870 -5,484 -5,870 -5,484
Profit before tax 13,374 23,555 -5,964 3,212
Income taxes 1,958 -5,150 1,958 -5,150
Net income 15,332 18,405 -4,006 -1,938
EBITDA before sale of long-term assets 39,260 34,724 26,741 30,575 5,951 4,206 6,568 -57
EBITDA 32,589 44,391
Capital expenditures 12,636 21,492 9,585 16,884 2,844 3,729 207 879
Number of employees 1,863 1,965 1,310 1,389 539 563 14 13
Assets 302,377 276,127 192,541 164,615 44,123 44,269 65,713 67,243
Investments in associated companies
(available for sale) 0 4,329 0 4,329
Total assets 302,377 280,456 192,541 164,615 44,123 44,269 65,713 71,572
Total liabilities 150,072 166,416 68,515 67,430 28,534 27,098 53,023 71,888
DESCRIPTION OF SEGMENTS
The operating activities of Von Roll are managed by the Business
Units Electrical and Industrial. These units are distinguished based
on business applications for the customers. They are the basis of Von
Roll’s primary segment information.
Principal activities are as follows:
Electrical – Production and supply of electrical insulation materials
and winding wires
Industrial – Production and supply of composite materials and cable
protection materials
For further information to the business units please refer to page 10
to 25 of this annual report.
Other activities include income and expense of those companies that
are not allocable to the operative business, net income from investment
properties as well as of the holding companies.
1
In 2004 intra sales and eliminations had been disclosed with its gross value in
the segments Electrical and Industrial.

54 Von Roll – Notes to the Consolidated financial statements 2005
Following table includes the net sales split by geographical markets
without respect to the origin of products and services.
GEOGRAPHICAL SEGMENTS BY LOCATION OF CUSTOMER
in CHF 1,000 2005 2004
Europe 262,032 259,563
America 121,255 100,938
Asia 64,923 49,034
Von Roll 448,210 409,535
Following table includes an analysis geographical structured by location
of assets.
GEOGRAPHICAL SEGMENTS BY LOCATION OF ASSETS
Von Roll Europe America Asia
in CHF 1,000 2005 2004 2005 2004 2005 2004 2005 2004
Net sales to third parties 448,210 409,535 282,409 273,628 119,425 99,757 46,376 36,150
Assets 302,377 276,127 197,676 186,289 81,231 75,636 23,470 14,202
Capital expenditures 12,636 21,492 7,361 8,298 1,359 12,209 3,916 985
Number of employees 1,863 1,965 1,158 1,303 365 349 340 313
6 EXPENSE BY TYPE AND FUNCTION
in CHF 1,000 2005 2004
Expense by type
Cost of copper -61,870 -47,307
Raw materials and consumables -158,553 -143,283
Energy cost -19,456 -14,814
Employee benefit expenses (Note 7) -126,432 -126,349
Depreciation of tangible assets (Note 9 und 19) -12,315 -13,008
Changes in inventory 1,429 -545
Other expenses -52,972 -47,828
Total -430,169 -393,134
Expense by function
Cost of goods sold -357,753 -318,527
Business development -10,410 -11,163
Sales and distribution expenses -29,619 -27,941
Administrative expenses -32,387 -35,503
Total -430,169 -393,134

Von Roll – Notes to the Consolidated financial statements 2005 55
7 EMPLOYEE BENEFIT EXPENSES
in CHF 1,000 2005 2004
Wages and salaries -97,870 -98,948
Pension and post employees benefit costs (Note 40) -4,898 -5,936
Other social security costs -23,664 -21,465
Total employee benefit expenses -126,432 -126,349
In the consolidated income statement the employee benefi t expenses
are included in the corresponding functional costs.
8 NUMBER OF EMPLOYEES
Number 2005 2004
Production 1,451 1,509
Business Development 54 46
Sales and distribution 226 255
Administration 132 155
Employees at year end 1,863 1,965
Average for the year 1,914 2,004
At the end of 2004 the total of employees include 108 employees of
the South African Calidus Von Roll Isola (Proprietary) Ltd (also refer
to note 2 and 39), which was deconsolidated as of end of July 2005.
9 DEPRECIATION AND AMORTIZATION
in CHF 1,000 2005 2004
Land and buildings (Note 19) -2,363 -2,157
Technical installations and machinery (Note 19) -8,323 -8,777
Plant and office equipment (Note 19) -1,629 -2,074
Total regular depreciation -12,315 -13,008
Investment property (Note 11 and 22 ) -641 -1,670
Intangible assets (Note 10 and 21 ) -1,146 -1,596
Total -14,102 -16,274
With effect from January 1, 2005, all goodwill is considered to have an
indefi nite life and is not amortized, but is subject to annual impairment
testing. In the comparative period the goodwill amortization amounted
to TCHF 1,206 which was included in the amortization of intangible
assets. In 2005 was no need for impairment related write offs.

56 Von Roll – Notes to the Consolidated financial statements 2005
10 OTHER OPERATING EXPENSE
in CHF 1,000 2005 2004
Amortization on intangible assets (Note 9 and 21 ) -1,146 -1,596
Foreign exchange losses -1,550 -1,812
Other operating expense -5,508 -2,504
Total -8,204 -5,912
The contribution to restructuring provision of TCHF 4,465 is included
in the other operating expense of the year 2005. For further reference
please see note 31.
11 INCOME/LOSS FROM INVESTMENT PROPERTY
in CHF 1,000 2005 2004
Income from investment property 2,617 3,117
Expense for investment property -467 -1,708
Depreciation on investment property (Note 9 und 22) -641 -1,670
Total 1,509 -261
Expense for investment property without rental income is included in
these fi gures but is immaterial in both years.
12 OTHER OPERATING INCOME
in CHF 1,000 2005 2004
Foreign exchange gains 2,671 1,640
Other operating income 11,141 6,582
Total 13,812 8,222

Von Roll – Notes to the Consolidated financial statements 2005 57
Several non-recurrent income is comprised in the other operating
income of the year 2005. The most important are:
in CHF 1,000
Revenue arising from a previous sale of investment based on earn-out clauses 2,000
Dissolution of provisions for VAT-risks 1,974
Final settlement of a provided guarantee 1,282
Sale of investment of a former division 754
Final settlement of a provided warranty 1,268
Total 7,278
Additionally, Von Roll has received unexpected payments on already
written-off loans. Some other small provisions were dissolved in several
group companies.
Other operating income comprises in the year 2004 the insurance
payments of TCHF 3,537 related to damaged plant equipment and
buildings.
13 NON-RECURRENT EVENTS
Several, non-recurrent income is comprised in the results of 2005
and 2004. These are included in the following positions of the income
statement. Further details are disclosed in the referenced notes.
Operating Operating Non- Non- Total Total
recurrent
recurrent
in CHF 1,000 Note 2005 2004 2005 2004 2005 2004
Gross profit 90,457 91,008 0 0 90,457 91,008
Business development expense -10,410 -11,163 0 0 -10,410 -11,163
Sales and distribution expense -29,619 -27,941 0 0 -29,619 -27,941
Administrative expense -32,387 -35,503 0 0 -32,387 -35,503
Other operating expense -8,204 -5,912 0 0 -8,204 -5,912
Income from investment property, net 1,509 -261 0 0 1,509 -261
Other operating income 12 6,534 4,685 7,278 3,537 13,812 8,222
Operating income before sale of non-current assets 17,880 14,913 7,278 3,537 25,158 18,450
(Loss)/ gain on sale of non-current assets 14 0 0 -6,671 9,667 -6,671 9,667
Operating income 17,880 14,913 607 13,204 18,487 28,117
Financial income 757 922 0 0 757 922
Financial expense -5,870 -5,484 0 0 -5,870 -5,484
Profit before tax 12,767 10,351 607 13,204 13,374 23,555
Income taxes 17 -2,999 -5,150 4,957 0 1,958 -5,150
Net income 9,768 5,201 5,564 13,204 15,332 18,405
No tax effects on non-recurrent income have occured because they
arised in tax privileged companies with tax losses.

58 Von Roll – Notes to the Consolidated financial statements 2005
14 GAIN/LOSS FROM SALE OF NON-CURRENT ASSETS
in CHF 1,000 2005 2004
Profit from the sale of Group companies (Note 39) 2,166 8,859
Loss from the sale of investment in associated companies -9,509 0
Profit from the sale of property, plant and equipment 672 808
Total -6,671 9,667
In December 2001, in an effort to concentrate its operating activities,
Von Roll sold a 51 % stake in Von Roll America Inc. and WTI (Waste
Technologies Industries) to the Heritage Environmental Service, LLC,
Indiana, USA. On December, 21 2005 Von Roll sold the remaining
49 % shares to the Heritage Environmental Service, LLC, Indiana, USA
through a put/call agreement.
Further details to this sale are described below and disclosed in
note 23.
in CHF 1,000 2005
Sale of the investment 8,223
Residual value of the investment -5,035
Realization of currency translation adjustments in equity 1 -12,697
Loss of the sale of investment in associated companies -9,509
Sale of the investment 8,223
Repayment of loan (Note 23) 7,038
Inflow of funds from the sale of financial assets and investments in associated companies 15,261
15 FINANCIAL INCOME
in CHF 1,000 2005 2004
Interest received 739 831
Gain on reduction of financial obligations 0 3
Other financial income 18 88
Total 757 922
1
In accordance with IAS 21,48 an exchange rate difference of TCHF 12,697
pertaining to Von Roll America Inc. and which was directly recognized in
equity, had to be realized in the profit and loss statement.

Von Roll – Notes to the Consolidated financial statements 2005 59
16 FINANCIAL EXPENSE
in CHF 1,000 2005 2004
Interest expense on
Bank debts -1,828 -2,013
Bonds 0 -83
Loans and other financial liabilities -3,787 -3,222
Value adjustments on financial assets and securities -255 -166
Total -5,870 -5,484
17 INCOME TAXES
in CHF 1,000 2005 2004
Profit before tax 13,374 23,555
Average tax rate in % 37.0 % 20.5 %
Expected tax expense -4,942 -4,826
Non-tax-deductible expense -4,312 -768
Non-taxable income 1,280 766
Increase in unrecognized tax losses -313 -6,354
Utilization of unrecognized tax losses 7,212 3,738
Valuation allowance on deferred tax assets -1,575 2,083
Capitalization of expected usage of tax loss carry forward 4,957 0
Taxes relating to prior periods -349 211
Effective tax income / expense 1,958 -5,150
Tax income / expense is as follows:
Current tax -3,788 -3,773
Deferred tax 5,746 -1,377
Total tax income / expense 1,958 -5,150
Taxes paid 4,540 2,017
The variance in the average tax rates depends on the composition of
earnings among the various entities and tax jurisdiction. Earnings and
expenses within the tax privileged holdings are offset each other in
2005. The low tax rate in 2004 is due to a gain on sale of a subsidiary
company by a tax privileged holding company.
Based on better ongoing and expected future earnings, TCHF 4,957
tax loss carry forward were activated.

60 Von Roll – Notes to the Consolidated financial statements 2005
Deferred taxes arise from timing differences between the tax base and
their carrying amount and consist of the following positions:
Assets Liabilities Assets Liabilities
in CHF 1,000 2005 2005 2004 2004
Current assets 1,511 1,193 753 2,475
Long-term assets 1,683 6,136 3,645 6,274
Short-term liabilities 2,327 2,706 1,094 2,717
Long-term liabilities 3,228 234 2,741 577
Tax loss 65,602 53,845 0
Valuation allowance on deferred tax assets
and tax losses -64,304 -55,967 0
Deferred taxes (gross) 10,047 10,269 6,111 12,043
These amounts are included in the following balance sheet items:
in CHF 1,000 2005 2004
Deferred tax assets 6,504 1,245
Deferred tax liabilities -6,726 -7,177
Net deferred tax liabilities -222 -5,932
Current tax are included in the balance sheet as follows:
in CHF 1,000 2005 2004
Taxes receivable 1,464 1,914
Taxes payable -4,077 -4,125
Net current tax -2,613 -2,211

Von Roll – Notes to the Consolidated financial statements 2005 61
Movements in tax losses carried forward:
in CHF 1,000 2005 2004
At 1 January 643,425 689,916
Translation effects 2,109 -1,050
Changes in the scope of consolidation 0 0
Adjustments of previous year’s values -55,480 -17,408
Increase in tax losses 1,124 19,207
Tax losses expired -1,317 -20,029
Tax losses utilized -40,536 -27,211
Tax losses carried forward at 31 December 549,325 643,425
Expiring dates for tax losses carried forward are as follows:
in CHF 1,000 2005 2004
in one year 28,510 4,444
In two years 9,516 34,746
In three years 95,616 16,874
In four years and more 415,683 587,361
Total 549,325 643,425
Deferred tax assets for the carry forward of unused tax losses are
recognized to the extent that it is probable that future taxable profi ts
will be available. Cumulated tax losses of TCHF 358,369 relate to tax
losses incurred in tax privileged holding companies.
On the adjustments of previous year’s values an amount of TCHF 48,696
relates to lost tax carry forward due to mergers of subsidiaries.

62 Von Roll – Notes to the Consolidated financial statements 2005
18 EARNINGS PER SHARE
2005 2004
Basic earnings per share
Net income attributable to shareholders in CHF 1,000 13,191 16,693
Weighted average number of shares outstanding in shares 135,989,075 110,725,089
Basic earnings per share in CHF 0.097 0.151
Diluted earnings per share
Net income attributable to shareholders in CHF 1,000 13,191 16,693
Weighted average number of dilutive shares outstanding in shares 138,584,167 136,369,614
Diluted earnings per share in CHF 0.095 0.122
The calculation of diluted earnings per share is based on the following data:
Weighted average number of shares outstanding in shares 135,989,075 110,725,089
Effect of dilutive share options in share-equivalent 2,595,092 25,644,525
Weighted average number of dilutive shares outstanding in shares 138,584,167 136,369,614
Changes in the accounting policies during the year are described in
detail in note 1. In the following table all impact of the new or changed
accounting policies are disclosed:
Impact of changes in accounting policy
2005 2004
Basic earnings per share
Net income attributable to shareholders in CHF 1,000 13,191 16,693
Non-amortization of goodwill (IFRS 3) 0 1,206
Net income after tax (adjusted) in 1,000 CHF 13,191 17,899
Weighted average number of shares outstanding in shares 135,989,075 110,725,089
Basic earnings per share in CHF 0.097 0.162
Diluted earnings per share
Net income after tax (adjusted) in 1,000 CHF 13,191 17,899
Weighted average number of dilutive shares outstanding in shares 138, 584,167 136,369,614
Diluted earnings per share in CHF 0.095 0.131

Von Roll – Notes to the Consolidated financial statements 2005 63
19 PROPERTY, PLANT AND EQUIPMENT
in CHF 1,000 Land Technical Plant and Total
and installations offi ce
buildings and machinery equipment
Cost
Balance at January 1, 2004 152,074 283,992 29,955 466,021
Additions 520 12,183 938 13,641
Disposals -1,429 -1,162 -200 -2,791
Currency translation -3,826 -11,603 -614 -16,043
Reclassifications -37,505 1,380 -1,925 -38,050
Balance at December 31, 2004 109,834 284,790 28,154 422,778
Balance at January 1, 2005 109,834 284,790 28,154 422,778
Additions 2,176 8,195 1,446 11,817
Disposals -580 -586 -566 -1,732
Changes in the scope of consolidation ( Note 39 ) -266 -709 -601 -1,576
Currency translation 2,593 8,892 1,310 12,795
Balance at December 31, 2005 113,757 300,582 29,743 444,082
Accumulated depreciation
Balance at January 1, 2004 -120,509 -235,495 -22,679 -378,683
Depreciation (Note 9) -2,157 -8,777 -2,074 -13,008
Disposals 849 552 103 1,504
Currency translation 1,313 8,584 536 10,433
Reclassifications 31,871 -523 -250 31,098
Balance at December 31, 2004 -88,633 -235,659 -24,364 -348,656
Balance at January 1, 2005 -88,633 -235,659 -24,364 -348,656
Depreciation (Note 9) -2,363 -8,323 -1,629 -12,315
Disposals 578 360 536 1,474
Changes in the scope of consolidation ( Note 39 ) 210 350 434 994
Currency translation -1,305 -5,378 -1,175 -7,858
Balance at December 31, 2005 -91,513 -248,650 -26,198 -366,361
Net carrying amounts at December 31, 2004 21,201 49,131 3,790 74,122
Net carrying amounts at December 31, 2005 22,244 51,932 3,545 77,721
Capitalized property, plant and equipment includes an amount of
TCHF 4,517 (2004: TCHF 8,902) relating to property, plant and equipment
under construction.
Reclassifi cation ( in property, plant and equipment, intangible assets
and investment property ) in 2004 include cost of TCHF 1,443 and
accumulated depreciation of TCHF 277 which have been charged
directly to restructuring provisions.

64 Von Roll – Notes to the Consolidated financial statements 2005
20 GOODWILL
in CHF 1,000
Goodwill
Cost
Balance at January 1, 2004 63,961
Additions (Note 38) 570
Disposals -284
Currency translation -1,387
Balance at December 31, 2004 62,860
Balance at January 1, 2005 62,860
Elimination of amortization accumulated prior to the adoption of IFRS 3 -58,688
Currency translation 923
Balance at December 31, 2005 5,095
Accumulated amortization
Balance at January 1, 2004 -58,731
Amortization (Note 9) -1,206
Disposals 284
Currency translation 965
Balance at December 31, 2004 -58,688
Balance at January 1, 2005 -58,688
Elimination of amortization accumulated prior to the adoption of IFRS 3 58,688
Balance at December 31, 2005 0
Net carrying amounts at December 31, 2004 4,172
Net carrying amounts at December 31, 2005 5,095
As of January 1, 2005 Von Roll has adopted IFRS 3, Business Combinations.
The new standard requires an annual impairment test instead
of regular depreciation.
The impairment tests have been determined using the Discounted-
Cash-Flow Model and applying discount rates from 8.0 % to 10.5 %.
Management estimates discount rates using rates that refl ect current
market assessments of the time value of money and the risks specifi c
to the cash generating units.
There was no need for impairments in 2005.
With the introduction of the new standards in 2004 the elimination of the
amortization of goodwill would have resulted in less expense of TCHF
1,206, and no impairments would had been necessary.
Von Roll prepares cash fl ow forecasts derived from the most recent
fi nancial budget 2006 approved by management and Board of Directors
and extrapolates cash fl ows for the following years 2007 until 2009
based on the estimated growth rates of the business model which is
estimated by management with 5 % per year. These rates do not exceed
the average long-term growth rate for the relevant markets.

Von Roll – Notes to the Consolidated financial statements 2005 65
21 INTANGIBLE ASSETS
in CHF 1,000 Trademarks, licenses and Other intangible Total
similar rights
assets
Cost
Balance at January 1, 2004 1,852 1,794 3,646
Additions (Note 38) 503 5,924 6,427
Disposals 0 -100 -100
Currency translation -40 -356 -396
Reclassifications 1,613 0 1,613
Balance at December 31, 2004 3,928 7,262 11,190
Balance at January 1, 2005 3,928 7,262 11,190
Additions 606 6 612
Disposals 0 -246 -246
Currency translation 32 919 951
Balance at December 31, 2005 4,566 7,941 12,507
Accumulated amortization
Balance at January 1, 2004 182 -1,698 -1,516
Amortization (Note 9) -217 -173 -390
Disposals 0 100 100
Currency translation 21 -76 -55
Reclassifications -1,298 30 -1,268
Balance at December 31, 2004 -1,312 -1,817 -3,129
Balance at January 1, 2005 -1,312 -1,817 -3,129
Amortization (Note 9) -319 -827 -1,146
Disposals 0 246 246
Currency translation -32 -83 -115
Balance at December 31, 2005 -1,663 -2,481 -4,144
Net carrying amounts at December 31, 2004 2,616 5,445 8,061
Net carrying amounts at December 31, 2005 2,903 5,460 8,363
At the end of the fi scal year no internally-generated intangible assets
has been activated.
In October 2004, Von Roll Isola USA Inc. has acquired from Bedford
Materials Company Inc. business activities (products, production
know-how and customer lists/relationships) in the area of fl exible
laminates and coated products for the insulation of medium voltage
electro-motors. Total disbursements of TCHF 5,887 are capitalized
as intangible assets (Note 38) which are being amortized over an
estimated useful live of 5–12 years. The expense is included as an
amortization charge under other operating expense.
The impairment test has been performed based on a Discounted-
Cash-Flow model with discounting rates from 8.0 % to 10.5 %. Management
estimated discount rates based on market assessments of
the time value of money and the risks specifi c to the cash generating
units.
Von Roll prepares cash fl ows forecasts derived from the most recent
fi nancial budget 2006 approved by the Board of Directors and Management
and extrapolates cash fl ows for the years 2007–2009 based
on the business model’s expected growth rates.
These growth rates do not exceed the average long-term growth
rates for the relevant markets and are estimated by management
at 5 % p.a.
In 2005 no impairments of assets were necessary.

66 Von Roll – Notes to the Consolidated financial statements 2005
22 INVESTMENT PROPERTY
in CHF 1,000
Investment
property
Cost
Balance at January 1, 2004 22,326
Additions 855
Disposals -3,697
Changes in the scope of consolidation ( Note 39 ) -5,761
Currency translation -2
Reclassifications 34,904
Balance at December 31, 2004 48,625
Balance at January 1, 2005 48,625
Additions 207
Disposals -1,430
Currency translation 5
Balance at December 31, 2005 47,407
Accumulated depreciation
Balance at January 1, 2004 -1,745
Depreciation (Note 9) -1,670
Disposals -12
Changes in the scope of consolidation ( Note 39 ) 1,640
Currency translation 26
Reclassifications -29,463
Balance at December 31, 2004 -31,224
Balance at January 1, 2005 -31,224
Depreciation (Note 9) -641
Disposals 500
Currency translation -5
Balance at December 31, 2005 -31,370
Net carrying amounts at December 31, 2004 17,401
Net carrying amounts at December 31, 2005 16,037
Total fair values of investment property amount to TCHF 28,992 (2004:
33,312) before tax. Fair values for buildings have been determined using
the Discounted Cash Flow Model and applying discount rates on rental
revenues ranging from 6.0-10.0 %. Fair values for unimproved land
(held for capital appreciation) has been determined based on current
prices on active markets. Fair values are periodically determined by
independent and qualifi ed experts. Latest valuation were performed
between May and December 2005.
1
During 2004 certain buildings have been rented to third party which have
been previously used in the production process. Therefore they have been
reclassified as investment property. The net reclassification of land and
buildings into investment property amounts to TCHF 5,441 and is included
in the reclassifications.

Von Roll – Notes to the Consolidated financial statements 2005 67
23 OTHER ASSETS
in CHF 1,000 Investments in Financial Total
associated companies
assets
Balance at January 1, 2004 4,776 10,409 15,185
Additions 0 1,239 1,239
Disposals/Repayments 0 -1,948 -1,948
Translation effects -447 -748 -1,195
Balance at December 31, 2004 4,329 8,952 13,281
Balance at January 1, 2005 4,329 8,952 13,281
Additions 0 22 22
Disposals/Repayments -5,035 -8,221 -13,256
Translation effects 706 793 1,499
Balance at December 31, 2005 0 1,546 1,546
As part of the sale of the investment in Von Roll America Inc. on
December 21, 2005 (for further reference see note 14) the outstanding
loan of Von Roll America Inc. of TCHF 7,038 was settled. Regular
repayments of this loan of TCHF 1,180 were made during 2005.
Interest income of TCHF 438 is part of the fi nancial income.
After the sale of Von Roll America Inc. the fi nancial assets comprise
of 20 % of Transalpina GmbH, Vienna and other loans valuated at
their fair value. The earnings from Transalpina GmbH as associated
company are not material.

68 Von Roll – Notes to the Consolidated financial statements 2005
24 LIST OF SUBSIDIARIES
Details of Von Roll subsidiaries as of December 31, 2005 are as
follows:
Name and registered offi ce Percentage of Country Share capital Amount Principal
shareholding Currency activity
Europa
Von Roll Deutschland Holding GmbH, Augsburg 100.00 % Germany EUR 125,000 Holding
Von Roll Isola GmbH, Augsburg 100.00 % Germany EUR 9,000,000 Production and sales
Von Roll Isola-Meier GmbH, Bocholt 51.00 % Germany EUR 500,000 Production and sales
Von Roll Isola Winding Systems GmbH, Döbeln 60.00 % Germany EUR 25,000 Production and sales
Von Roll France S.A., Delle 100.00 % France EUR 5,925,400 Production and sales
Von Roll Isola France S.A., Delle 100.00 % France EUR 2,578,400 Production and sales
Von Roll Isola Ltd, Bradford 100.00 % Great Britain GBP 4,000,000 1 Production and sales
Wire Technology Ltd, Bedfordshire 100.00 % Great Britain GBP 2,000,000 2 Production and sales
Isola SpA, Ghisalba 100.00 % Italy EUR 1,300,000 Production and sales
OOO Von Roll Isola, Moscow 100.00 % Russia EUR 300 Sales
Von Roll Schweiz AG, Breitenbach 99.99 % Switzerland CHF 16,000,000 Production and sales
(ex Schweizerische Isola-Werke AG)
Von Roll Immobilien AG, Breitenbach 100.00 % Switzerland CHF 10,000,000 Real estate
Von Roll Management AG, Zürich 100.00 % Switzerland CHF 1,500,000 Management
Americas
Von Roll Isola do Brasil Ltda., Fortaleza 100.00 % Brazil BRL 22,929,720 Production and sales
Austral Von Roll Isola, Inc., Douglasville / Georgia 100.00 % USA USD 2,000 Production and sales
(ex Austral Von Roll Isola East Inc)
Von Roll Isola USA, Inc., Schenectady / New York 100.00 % USA USD 250,000 Production and sales
Von Roll USA Holding Inc., Wilmington / Delaware 100.00 % USA USD 100 Holding
Asia
Pearl Insulations Pvt. Ltd, Bangalore 63.25 % India INR 24,240,000 Production and sales
Pearl Metal Products (Bangalore) Pvt. Ltd, Bangalore 63.25 % India INR 28,120,000 Production and sales
Von Roll Isola Asia Pte Ltd, Singapore 95.24 % Singapore SGD 850,000 Sales
Von Roll Isola India Holding Pvt. Ltd, Bangalore 100.00 % India INR 180,000,000 Holding
Von Roll Isola Shanghai Ltd., Shanghai 100.00 % China CHF 600,000 Production and sales
During the year, the Company has recapitalized certain subsidiaries
and performed a number of legal mergers in order to simplify its legal
structures. Furthermore, as of January 1, 2006 some subsidiaries
have changed their company names. The above list already includes
the new names.
1
of which GBP 3,750,0000 is paid-in
2
of which GBP 1,609,405 is paid-in

Von Roll – Notes to the Consolidated financial statements 2005 69
25 LEASING
The carrying amounts of leased property, plant and equipment (under
fi nancial lease) by categories are as follows as of December 31:
in CHF 1,000 2005 2004
Technical installations and machinery 501 116
Plant and office equipment 298 262
Total net carrying amount of leased assets 799 378
Obligations as of December 31 for fi nancial lease agreements and
non-cancelable operating lease agreements are as follows:
in CHF 1,000 2005 2004
Financial Leasing
Within 1 year 92 192
In 2 to 5 years 544 117
More than 5 years 0 0
Net present value of future minimum lease payments 636 309
Interest component 26 30
Total future minimum lease payments 662 339
Operating Leasing
Within 1 year 3,669 8,699
In 2 to 5 years 5,286 2,001
More than 5 years 0 223
Total lease commitments of future minimum lease payments 8,955 10,923
Operating lease agreements relate to offi ce and facility rental commitments
and to a minor extent to cars, machinery and equipment
rentals.
An amount of TCHF 3,816 (2004: CHF 2,745) has been expensed to
profi t and loss statement which relates exclusively to minimum lease
payments under operating leases

70 Von Roll – Notes to the Consolidated financial statements 2005
26 INVENTORY
in CHF 1,000 2005 2004
Raw materials and supplies 19,295 20,236
Work in progress and semi-finished goods 13,977 14,263
Finished goods 31,422 29,660
Inventory obsolescence provision -6,342 -7,224
Total 58,352 56,935
During 2005 and 2004 there have not been any signifi cant amounts
recorded relating to adjustments of inventory to its lower net realizable
values and no material value adjustments have been recorded.
Management estimated the need for inventory obsolescence provision
based on the turnover of inventory.
27 TRADE ACCOUNTS RECEIVABLE
in CHF 1,000 2005 2004
Receivables (gross) 81,754 71,703
Sold trade receivables (Factoring) -17,635 -19,730
Allowance for doubtful receivables -939 -805
Total 63,180 51,168
Some subsidiaries entered into factoring agreements by transferring
receivables from customers to a factoring company, but retained the
responsibility partially for cash collection. However, all substantial risks
are covered by the factoring contracts. The respective amounts are
included under “Sold trade receivables”.
Based on the overdue structure of accounts receivable, management
builds individual provisions case by case.

Von Roll – Notes to the Consolidated financial statements 2005 71
28 OTHER ACCOUNTS RECEIVABLE AND PREPAID EXPENSE
in CHF 1,000 2005 2004
Social security receivables 423 410
Receivables from employees 487 312
Other receivables 8,501 5,464
Prepaid expense and deferred income 4,684 4,951
Total 14,095 11,137
29 SHARE CAPITAL
SHARE CAPITAL Number in 1,000 CHF Number in 1,000 CHF
of shares
of shares
2005 2004
At 1 January 110,725,089 11,073 110,725,089 11,073
Capital increase 27,859,078 2,786 0 0
At 31 December 138,584,167 13,859 110,725,089 11,073
In the course of Von Roll’s capital restructuring, the banks were given the
option of waving their claim altogether and instead of converting it into
shares, acquiring options equivalent to the value of the waived claim.
Credit Suisse sold their options on December 13, 2004 to the group
Ronner, Straumann, Maag.
On February 3, 2005 the group Ronner, Straumann, Maag has exercised
the options in line with the share options regulations. Total
share of 27,859,078 were subscribed and paid-in at their par value
of CHF 0.10 per share ( total: CHF 2,785,908 ). All option have been
exercised and consequently, the provisions regarding the conditional
capital of the Company have been canceled. No further options are
outstanding.
The share capital consists of bearer shares and is fully paid in. No
conditional capital is outstanding. The par value of shares amounts
to CHF 0.10. At December 31, 2005 following major shareholders
where known to Von Roll:
Ronner, Straumann, Maag: shareholding of 20.5 %
Maximilian and Luitpold von Finck: shareholding of 12.3 %

72 Von Roll – Notes to the Consolidated financial statements 2005
30 FINANCIAL LIABILITIES
Fair values
Book values
in CHF 1,000 2005 2004 2005 2004
Short-term bank debts 14,287 12,801 14,287 12,801
Short-term leasing liabilities 92 193 92 193
Short-term portion of loans 3,068 1,598 3,068 1,598
Short-term financial liabilities 17,447 14,592 17,447 14,592
Long-term bank debts 3,165 1,956 3,165 1,956
Bonds 1,889 1,446 1,930 1,390
Loans 10,718 25,641 10,718 25,641
Long-term leasing liabilities 544 117 544 117
Long-term financial liabilities 16,316 29,160 16,357 29,104
Financial liabilities 33,763 43,752 33,804 43,696
of which secured (Note 35):
Bank debts 16,491 12,531
Loans 10,000 22,500
The following table discloses due dates of the Company’s fi nancial
liabilities:
in CHF 1,000 2005 2004
Within 1 year 17,447 14,592
in 2 years 3,940 3,809
in 3 years 2,857 3,480
in 4 years 2,393 3,480
in 5 years 4,667 10,835
More than 5 years 2,500 7,500
Total 33,804 43,696
On December 31, 2005 Von Roll had TCHF 1,212 (2004: TCHF 1,109)
unused credit facilities available.
Financial liabilities were denominated in the following currencies
in 2005:
in 1,000 CHF USD EUR Other Total
Bank debts 0 15,798 0 1,651 17,449
Loans 10,000 1,745 605 1,963 14,313
Other 634 0 1,403 5 2,042
Total 10,634 17,543 2,008 3,619 33,804

Von Roll – Notes to the Consolidated financial statements 2005 73
Financial liabilities were denominated in the following currencies in
2004:
in 1,000 CHF USD EUR Other Total
Bank debts 0 12,010 1,536 1,211 14,757
Loans 22,500 1,839 664 2,236 27,239
Other 132 0 1,588 -20 1,700
Total 22,632 13,849 3,788 3,427 43,696
Most of the fi nancial liabilities are outstanding in the local currency of
the subsidiary. Risks from currency translation occur only, if transactions
of a subsidiary are denominated in a different currency than
the functional currency. To manage the foreign exchange risk from
future commercial transactions, Von Roll uses, wherever necessary,
forward contracts.
Interest rates for the year 2005 were as follows:
Range of interest rates in % CHF USD EUR Other currencies
Bank debts – 6.3 3.0–5.0 11.0–20.0
Bonds – 3.5 6.0 –
Loans 3.3 6.3 3.3 9.5–18.0
Interest rates for the year 2004 were as follows:
Range of interest rates in % CHF USD EUR Other currencies
Bank debts – 4.3 3.2–9.0 11.0–11.8
Bonds – – 6.0 –
Loans 3.5 2.3 4.6–5.3 –
Borrowings issued at variable rates expose Von Roll to interest-rate
risks and may result in a higher interest expense in future. Financial
liabilities with a fi xed interest rate include the risk of fl uctuation in
value. Most of Von Roll’s fi nancial liabilities are based on variable
interest rates.
Cash and cash equivalents include cash held at banks and other
fi nancial institutions predominant in Swiss Francs and EURO. They
bear interest between 0 and 0.5 %.

74 Von Roll – Notes to the Consolidated financial statements 2005
31 PROVISIONS
Staff Environ- Contingency Legal Restruc- Other Total
related mental & Commit- claims turing
restoration ments
in CHF 1,000
Balance at January 1, 2004 8,578 15,094 9,730 7,624 21,868 5,003 67,897
Additions 10,527 0 1,406 1,807 0 6,624 20,364
Unused -413 -6,506 -184 -809 0 0 -7,912
Utilized -9,619 -7 -2,721 -2,825 -12,617 -4,051 -31,840
Changes in the scope of consolidation 0 0 -574 0 0 -138 -712
Currency translation -115 -5 55 -1 -255 -351 -672
Reclassifications 508 -18 0 -16 0 -561 -87
Reclassifications accruals -7,772 0 0 0 0 -4,920 -12,692
Balance at December 31, 2004 1,694 8,558 7,712 5,780 8,996 1,606 34,346
of which short-term 0 0 5,949 5,358 8,621 386 20,314
of which long-term 1,694 8,558 1,763 422 375 1,220 14,032
Balance at January 1, 2005 1,694 8,558 7,712 5,780 8,996 1,606 34,346
Additions 757 0 939 1,108 4,465 80 7,349
Unused -84 0 -3,158 -2,375 -463 -23 -6,103
Utilized -216 0 -414 -2,393 -5,469 -526 -9,018
Currency translation 4 5 493 147 79 12 740
Reclassifications 0 0 -187 0 0 0 -187
Balance at December 31, 2005 2,155 8,563 5,385 2,267 7,608 1,149 27,127
of which short-term 0 0 2,864 1,209 7,608 176 11,857
of which long-term 2,155 8,563 2,521 1,058 0 973 15,270
STAFF RELATED:
Staff related provisions include contribution to employee anniversary
awards and pension plans on a mandatory, contractual or voluntary
basis.
For better comparison reason accruals for vacation and overtime
compensation (TCHF 7,772) have been reclassed to accruals in
2004 (Note 32). This restatement has no impact on the income statement.
ENVIRONMENTAL RESTORATION:
Future requirements for Von Roll ultimately to take action to correct
sediments and emission of chemical substances on the environment
according to local laws and directives, is inherently diffi cult to estimate.
The material components of the environmental provisions consist of
costs to fully clean and refurbish contaminated sites and to treat and
contain contamination at sites where the environmental exposure is
less severe. Von Roll believes that its total reserves for environmental
restoration are adequate based on currently available information.
However, given the inherent diffi culties the timing of future outfl ows
cannot be estimated reliably.
CONTINGENCY AND COMMITMENT:
Contingency and Commitment consist mainly of provisions for customer
claims, guarantees and warranties. During the reporting period, various
claims could be settled without fi nancial impact for Von Roll and
provisions have been dissolved. This income has been booked under
“Other operating income”. Further details can be found in note 12.

Von Roll – Notes to the Consolidated financial statements 2005 75
LEGAL CLAIMS:
Legal claims consist mainly for provisions for open legal claims. During
the reporting period, various legal claims could be solved and
provisions have been dissolved. This income has been booked under
“Other operating income”. Further details can be found in note 12.
RESTRUCTURING:
During 2003, Von Roll announced a restructuring program with a
value of TCHF 21,500 to adjust production capacities to the market
situation and to enhance effi ciencies in production and administration.
Of this amount, cumulated TCHF 18,113 (2004: TCHF 12,617) has
been used as of the balance sheet date. The remaining amount is
expected to be used primarily during 2006 and relates to programs
in progress on production sites mainly in Europe.
OTHER PROVISIONS:
Other provisions consist of provisions which could not be allocated
to the other categories, i.e. provisions for bobbins.
For better comparison reason short-term provisions for taxes and
other provisions (TCHF 4,920) were partially reclassifi ed to accruals
in 2004 ( Note 32). These adjustments do not affect the income
statement.
The increase 2005 of TCHF 4,465, which is related to new projects
in Germany, is based on management estimates as well as agreed
social compensation plans. These projects are approved by the Board
of Directors and have already been announced to the parties involved
and will be concluded in 2006.
32 OTHER SHORT-TERM LIABILITIES AND ACCRUALS
in CHF 1,000 2005 2004
Advances from customers 2,816 2,411
Social securities payables 1,736 2,333
Payables to employees 1,237 4,320
Other deferred income and accruals 22,367 17,111
Other accounts payable 6,367 4,425
Total 34,523 30,600
For better comparison reason provisions for vacation and overtime
compensation (TCHF 7,772), as well as for tax and other provisions
(TCHF 4,920), have been reclassed to accruals in 2004 ( Note 31).
This restatement has no impact on the income statement.

76 Von Roll – Notes to the Consolidated financial statements 2005
33 CONTINGENT LIABILITIES AND COMMITMENTS
in CHF 1,000 2005 2004
Guarantees 116,297 98,118
Other non recorded possible liabilities 13,575 4,200
Total 129,872 102,318
Indicated amount for guarantees include one totaling to TUSD 75,768
equals to TCHF 99,847 (2004: TCHF 85,845) related to a Von Roll
Inova (a former business segment of Von Roll) project in the US. This
project has been fi nalized in the 2nd quarter 2005 and the guarantee
will expire in the fi rst semester 2006 after the end of the warranty
period. Management believes that this guarantee represents only a
remote risk and, therefore, no provisions have been recorded in the
present consolidated fi nancial statements.
The Company has issued letters of patronage to certain group subsidiaries
to secure bank facilities. There is no potential loss risk involved
since all bank loans utilized are included in the present consolidated
fi nancial statements.
34 CAPITAL EXPENDITURE AND PURCHASE COMMITMENTS
in CHF 1,000 2005 2004
For property, plant and equipment 554 1,608
Minimum purchase commitments for goods 44,507 38,007
Other non recorded commitments 1,507 1,018
Total 46,568 40,633
The minimum purchase commitments for goods relate primarily to
the purchase of copper commodities. Any excess commitments may
be traded on an active market. Von Roll has no further fi nancial or
contractual commitments for tangible and intangible assets.

Von Roll – Notes to the Consolidated financial statements 2005 77
35 PLEDGED ASSETS
in CHF 1,000 2005 2004
Accounts receivables 32,808 30,320
Inventory 13,091 16,303
Property, plant and equipment 24,130 34,417
Total 70,029 81,040
The assets are especially pledged for the use of unused and used
credit facilities according to note 30. Based on the reduction of
the long-term loan with the Von Roll Holding Ltd pension fund to
TCHF 10,000, the pledged assets could be reduced.
36 DERIVATIVE INSTRUMENTS
Contracted amounts
Fair Value
in CHF 1,000 2005 2004 2005 2004
Foreign currency forward contracts 0 1,691 0 -101
As of December 31, 2005 no fi nancial instruments were outstanding.
As of December 31, 2004 Von Roll had foreign currency forward
contracts outstanding in CHF, EUR and USD. These contracts had
an average maturity of less than one year.
These contracts were exclusively designated fair value hedges with fair
value charges to profi t and loss. The changes in fair value were determined
based on the repurchase cost of forwards with similar remaining
maturities. The gain or loss arising from derivative instruments had
been recorded under prepaid expense or deferred income.

78 Von Roll – Notes to the Consolidated financial statements 2005
37 GOVERNMENT GRANTS AND SUBSIDIES
During the year, no government grants and subsidies have been
received
38 ACQUISITION OF BUSINESS
Acquired net assets were as follows:
REPORTING YEAR 2004 Bedford Materials Business Other
Predecessory Fair Value Fair Value Fair Value
Book value
adjustment
in CHF 1,000
Intangible assets 1 0 5,887 5,887
Inventories 1,241 0 1,241
Total assets 1,241 5,887 7,128
Goodwill 2 570
Total purchase price 7,128 570
Satisfied by cash 7,128 570
During 2005 no business activities were acquired.
During October 2004, Von Roll Isola USA, Inc. has acquired the business
activities of Bedford Materials Company Inc., USA in the area of
fl exible laminates and coated products for the insulation of medium
voltage electro-motors.
This transaction has been accounted for under the purchase
method.
1
Customer base, technology and products
2
Other refers to minor acquisitions

Von Roll – Notes to the Consolidated financial statements 2005 79
39 SALE OF CONSOLIDATED GROUP COMPANIES
On August 11, 2005 Von Roll has sold its 51 % shareholding in Calidus
Von Roll Isola (Proprietary) Ltd, Johannesburg. The net assets
were as follows:
in CHF 1,000 2005 2004
Cash and cash equivalents 1 1
Current assets 5,821 5,074
Tangible and other assets 582 667
Liabilities and deferred income -1,978 -2,643
Deferred tax liabilities -28 -41
Financial liabilities -1,368 -213
Provisions 0 0
Minority interests -1,486 -1,393
Total 1,544 1,452
Gain on disposal (Note 14) 2,166
Accrued currency translation 197
Total consideration 3,907
Satisfied by:
Proceeds received in cash 4,009
Paid provision -102
Proceeds, liquid funds 3,907
Net cash inflow arising on disposal
Cash consideration received 3,907
Cash and cash equivalents disposed of -1
3,906
The impact on the consolidated results in the current and the prior
period is as follows:
in CHF 1,000 2005 2004
Net sales 8,548 15,551
Operating income/expense -7,673 -13,322
Operating income 875 2,229
Financial profit -42 -152
Income taxes -280 -644
Net income 553 1,433
thereof minority interests 49 % 271 702
Through long-term supply agreements, which have been signed with
the legal successor of Calidus Von Roll Isola (Proprietary) Ltd, Von Roll
will maintain business relationships with this company in the future.

80 Von Roll – Notes to the Consolidated financial statements 2005
On July 30, 2004 Von Roll has sold its shareholding of 94,28 % in
Parco Industriale e Immobiliare SA, Giornico. The net assets were
as follows:
in CHF 1,000 Jul 31, 2004
Cash and cash equivalents 32
Current assets 103
Tangible and other assets ( Note 22 ) 4,121
Liabilities and deferred income -46
Provisions -822
Minority interests 1,384
Total 4,772
Gain on disposal 8,859
Total consideration 13,631
Satisfied by:
Cash and cash equivalents 7,131
Release of environmental provisions 6,500
Net cash inflow arising on disposal
Cash consideration received 7,131
Cash and cash equivalents disposed of -32
7,099
The impact on the consolidated results in the prior period was as
follows:
in CHF 1,000 Jul 31, 2004
Income from investment property 192
Expense for investment property -379
Depreciation on investment property (Note 9 und 22) -50
Total -237

Von Roll – Notes to the Consolidated financial statements 2005 81
40 POST EMPLOYMENT BENEFIT OBLIGATIONS
in CHF 1,000 2005 2004
Balance sheet assets/obligations for:
Post employment benefit obligations 14,791 14,504
Pension plan assets -3,754 -2,375
Net obligation recognized in the balance sheet 11,037 12,129
Income statement charge for post employment benefits:
Defined benefit plans -2,930 -4,019
Defined contribution plans -1,968 -1,917
Total income statement charge (Note 7) -4,898 -5,936
Pension expense totaling of TCHF 4,898 include TCHF 666 interest
expense.
The amounts recognized in the balance sheet are determined as
follows:
in CHF 1,000 2005 2004
Present value of funded obligations 192,074 186,383
Fair value of plan assets -226,741 -220,147
-34,667 -33,764
Present value of unfunded obligations 15,106 14,846
Unrecognized actuarial gains on funded obligations 37,232 36,506
Unrecognized actuarial losses -6,462 -5,299
Unrecognized past service cost -172 -160
Net liability in the balance sheet 11,037 12,129
Von Roll has received a long-term loan from its former pension fund
Von Roll Holding Ltd. The loan at year-end amounts to TCHF 10,000
(2004: TCHF 22,500).

82 Von Roll – Notes to the Consolidated financial statements 2005
The amounts recognized in the income statement are determined
as follows:
in CHF 1,000 2005 2004
Current service cost -3,730 -3,531
Interest cost -7,482 -4,748
Expected return on plan assets 8,485 4,855
Net actuarial loss amortization -172 -160
Past service cost -31 -28
Losses on curtailments 0 -407
Total costs for defined benefit plans -2,930 -4,019
Actual return on plan assets 10,127 15,831
The movement in the net liability recognized in the balance sheet is
as follows:
in CHF 1,000 2005 2004
Net liability at beginning of the year 12,129 12,052
Currency translation 130 -223
Total expense charged to the income statement 2,930 4,019
Contribution paid to funds -3,275 -3,881
Benefits paid for unfunded obligations -877 -727
Reclassifications 1 0 868
Curtailment of unfunded obligations 0 21
Net liability in the balance sheet 11,037 12,129
The principal weighted assumptions used were as follows:
Discount rate 3.76 % 3.75 %
Expected return on plan assets 4.16 % 4.15 %
Future salary increases 1.25 % 1.25 %
Future pension increases 0.75 % 0.75 %
1
Italian severance payments have been presented under post-employment
benefits for the first time in 2004.

Von Roll – Notes to the Consolidated financial statements 2005 83
41 RELATED PARTY TRANSACTIONS
Related companies and persons include Group companies, associated
companies, persons holding voting rights, either directly or
indirectly who could exercise a decisive infl uence on company management,
as well as their closest relatives, Group managers including
their relatives, and companies subject to uniform management or
decisive infl uence by the cited persons.
Transaction with related parties are disclosed below:
in CHF 1,000 2005 2004
Amounts owed by related parties 0 7,162
Interest received by related parties 438 387
Compensation of key management personnel
Short-term benefits 2,753 2,563
Post-employment benefits 0 210
Termination benefits 0 440
Total 2,753 3,213
No loans or advances or guarantee obligations were granted to members
of the Board of Directors and / or Executive management or major
shareholders of Von Roll Holding Ltd.
With the sale of its 49 % shareholding in Von Roll America Inc. the
outstanding amount of the loan was released (for further reference
note 14)
42 SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
Between the balance sheet date and the date of issue by the Board
of Directors of this annual report no events, which could have had
a signifi cant impact on the consolidated fi nancial statements 2005,
have occured.
43 AUTHORIZATION CONSOLIDATED FINANCIAL STATEMENTS
These consolidated fi nancial statements have been authorized for
issue by the Board of Directors on March 02, 2006 and will be recommended
for approval at the General Meeting on April 6, 2006.

84 Report of the Group Auditors
REPORT OF THE GROUP AUDITORS
Report of the group auditors to the general meeting of
VON ROLL HOLDING LTD, GERLAFINGEN
As group auditors, we have audited the consolidated fi nancial statements (balance sheet, income statement, cash fl ow statement, statement
of changes in equity and notes) of Von Roll Holding Ltd for the year ended December 31, 2005.
These consolidated fi nancial statements are the responsibility of the Board of Directors. Our responsibility is to express an opinion on these
fi nancial statements based on our audit. We confi rm that we meet the legal requirements concerning professional qualifi cation and independence.
Our audit was conducted in accordance with Swiss Auditing Standards and with International Standards on Auditing (ISA), which require that
an audit be planned and performed to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.
We have examined on a test basis evidence supporting the amounts and disclosures in the fi nancial statements. We have also assessed the
accounting principles used, signifi cant estimates made and the overall fi nancial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated fi nancial statements give a true and fair view of the fi nancial position, the results of operations and the cash
fl ows in accordance with IFRS and comply with Swiss law.
We recommend that the consolidated fi nancial statements submitted to you be approved.
Deloitte AG
Gerhard Ammann
Auditor in charge
Daniel O. Flammer
March 2, 2006

Statutory Financial Statement of the year 2005 – Von Roll Holding Ltd 85
INCOME STATEMENT VON ROLL HOLDING LTD FOR THE YEAR 2005
in CHF 1,000 Note 2005 2004
Operating income 22 102
Operating expense -2,817 -4,654
Net operating income -2,795 -4,552
Financial income 10,827 3,583
Financial expense -166 -4,043
Net operating income before tax 7,866 -5,012
Exceptional income 6 8,890 20,262
Exceptional expense -333 -94
Profit before tax 16,423 15,156
Income tax 0 0
Profit after tax 16,423 15,156

86 Statutory Financial Statement of the year 2005 – Von Roll Holding Ltd
BALANCE SHEET VON ROLL HOLDING LTD AS OF DECEMBER 31, 2005
ASSETS
in CHF 1,000 Note 2005 2004
Non-current assets
Loans and long-term receivables with group companies 70,500 61,000
Investments in group companies 5 66,344 66,684
Long-term securities 285 285
Total non-current assets 137,129 127,969
Current assets
Cash and cash equivalents 25,576 15,746
Receivables from group companies 4,938 27
Receivables from third parties 1,369 3,100
Accrued income 172 164
Total current assets 32,055 19,037
Total assets 169,184 147,006
EQUITY AND LIABILITIES
in CHF 1,000 Note 2005 2004
Equity
Share capital 1 13,858 11,073
Legal reserves 90,327 90,327
Accumulated profit 15,156 0
Profit after tax 16,423 15,156
Total equity 135,764 116,556
Liabilities
Long-term provisions 8,109 8,249
Payables to group companies 17,877 7,210
Payables to third parties 163 1,048
Short-term provisions 7,041 13,871
Deferred income 230 72
Total liabilities 33,420 30,450
Total equity and liabilities 169,184 147,006

Statutory Financial Statement of the year 2005 – Von Roll Holding Ltd 87
NOTES TO THE STATUTORY FINANCIAL STATEMENTS 2005
1 SHARE CAPITAL VON ROLL HOLDING LTD
2005 2004
Number of issued shares 138,584,167 110,725,089
Nominal value in CHF 0.10 0.10
Share capital in CHF 13,858,417 11,072,509
In the course of Von Roll’s capital restructuring, the banks were given the
option of waving their claim altogether and instead of converting it into
shares, acquiring options equivalent to the value of the waived claim.
Credit Suisse sold their options on December 13, 2004 to the group
Ronner, Strauman, Maag.
On February 3, 2005 the group Ronner, Straumann, Maag has exercised
the options in line with the share options regulations. Total
share of 27,859,078 were subscribed and paid-in at their par value
of CHF 0.10 per share (total CHF 2,785,908). All option have been
exercised and consequently, the provisions regarding the conditional
capital of the Company have been canceled. No further options are
outstanding. The share capital consists of bearer shares and is fully
paid in. The par value of shares amounts to CHF 0.10.
2 CONDITIONAL CAPITAL
in CHF 2005 2004
Conditional capital – 2,785,908
3 MAJOR SHAREHOLDERS (ACC. ART. 663C SWISS CODE OF OBLIGATIONS)
in % 2005 2004
Maximilian u. Luitpold von Finck 12.30 % 15.33 %
Deutsche Bank (Suisse) S.A. 0.00 % 13.08 %
Ronner, Straumann, Maag 20.50 % 0.00 %

88 Statutory Financial Statement of the year 2005 – Von Roll Holding Ltd
4 CONTINGENT LIABILITIES FOR THIRD PARTIES
in CHF 1,000 2005 2004
Bürgschaften Guarantees 115’143 115,143 96’711 96,711
Indicated amount for guarantees include one totaling to TUSD 75,768
equals to TCHF 99,847 (2004: TCHF 85,845) related to a Von Roll Inova
(a former business segment of Von Roll) project in the US. This project
has been fi nalized in the 2nd quarter 2005 and the guarantee will expire
in the fi rst semester 2006 after the termination of the warranty period.
Management believes that this guarantee represents only a remote
risk and, therefore, no provisions have been recorded in the present
consolidated fi nancial statements.
The Company has issued letters of patronage to certain group subsidiaries
to secure bank facilities.
5 LIST OF SUBSIDIARIES
Name and registered offi ce Percentage of Country Currency Share capital
shareholding
Amount
Von Roll Schweiz AG, Breitenbach
(ex Schweizerische Isola-Werke AG) 99.99 % Switzerland CHF 16,000,000
Von Roll Immobilien AG, Breitenbach 100.00 % Switzerland CHF 10,000,000
Von Roll Management AG, Zürich 100.00 % Switzerland CHF 1,500,000
Von Roll Stahlgiesserei AG, Zürich 99.83 % Switzerland CHF 4,125,000
Von Roll USA Holding Inc., Wilmington/Delaware 100.00 % USA USD 100
6 EXCEPTIONAL INCOME
Several non-recurrent income is comprised in the exceptional income
of the year 2005. The most important are:
in CHF 1,000
Revenue arising from a previous sale of investment based on earn-out clauses 2,000
Dissolution of provisions for VAT-risks 1,974
Final settlement of a provided guarantee 1,282
Sale of investment of a former division 754
Final settlement of a provided warranty 1,268
Additionally, Von Roll has received unexpected payments on already
written-off loans. Some other small provisions were dissolved.
In 2004 the sale of Parco Industriale e Immobiliare SA in Giornico is
included with an amount of TCHF 13,000.

Statutory Financial Statement of the year 2005 – Von Roll Holding Ltd 89
7 SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
Between the balance sheet date and the date of issue by the Board
of Directors of this fi nancial statements no events, which could have
had a signifi cant impact on the statutory fi nancial statements 2005,
have occured.
PROPOSAL FOR THE USE OF ACCUMULATED PROFITS
The Board of Directors proposes to the 183. General Meeting of
Shareholders to use the accumulated profi ts as follows:
in CHF 1’000 2005 2004
Profit carried forward from previous years 15,156 0
Profit after tax 16,423 15,156
Accumulated profit 31,579 15,156
Proposal:
Profit carry forward 31,579 15,156
After recording of the above, equity consists of the following:
Share capital 13,858 11,073
Legal reserves 90,327 90,327
Accumulated profit 31,579 15,156
Equity 135,764 116,556
Gerlafi ngen, March 2, 2006
Von Roll Holding Ltd
For the Board of Directors:
Oskar K. Ronner
Chairman of the Board of Directors

90 Statutory Financial Statement of the year 2005 – Von Roll Holding Ltd
REPORT OF THE STATUTORY AUDITORS
Report of the statutory auditors to the general meeting of
VON ROLL HOLDING LTD, GERLAFINGEN
As statutory auditors, we have audited the accounting records and the fi nancial statements (balance sheet, income statement and notes) of
Von Roll Holding Ltd for the year ended December 31, 2005.
These fi nancial statements are the responsibility of the Board of Directors. Our responsibility is to express an opinion on these fi nancial statements
based on our audit. We confi rm that we meet the legal requirements concerning professional qualifi cation and independence.
Our audit was conducted in accordance with Swiss Auditing Standards and with International Standards on Auditing (ISA), which require that
an audit be planned and performed to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.
We have examined on a test basis evidence supporting the amounts and disclosures in the fi nancial statements. We have also assessed the
accounting principles used, signifi cant estimates made and the overall fi nancial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the accounting records and fi nancial statements and the proposed appropriation of available earnings comply with Swiss law
and the company’s articles of incorporation.
We recommend that the fi nancial statements submitted to you be approved.
Deloitte AG
Gerhard Ammann
Auditor in charge
Daniel O. Flammer
March 2, 2006