ANNUAL REPORT 2004 - ELMOS Semiconductor AG

MANAGEMENT BOARD ELMOS – THE COMPANY THE ELMOS SHARE CORPORATE GOVERNANCE
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Ernst & Young AG, Wirtschaftsprüfungsgesellschaft, Dortmund, as auditor. The auditor issued an
unrestricted auditor’s certificate. The consolidated financial statements of ELMOS Semiconductor
AG were prepared in accordance with US-GAAP. As the exemption rule of § 292a HGB provides for,
consolidated financial statements according to HGB were not prepared. Special notes in compliance
with § 292a HGB were added accordingly. The consolidated financial statements according to US-
GAAP and the Group status report also received an unrestricted auditor’s certificate by the auditor.
In addition, the auditor examined the report of ELMOS Semiconductor AG on relationships with af-
filiated companies in accordance with § 312 HGB and issued an unrestricted auditor’s certificate to
the effect that factual data in the report is correct, that the company’s performances resulting from
the legal transactions specified in the report were not inappropriately high, and that with respect to
the measures listed in the report, no circumstances indicate an evaluation essentially different from
the Management Board’s evaluation. The Supervisory Board approved the result of this audit.
The audit reports and documents were handed over to the Supervisory Board immediately after
their preparation. In the financial meeting on February 24, 2005, in which the auditors participated
as well, the financial statements and reports as of December 31, 2004 were dealt with and examined
comprehensively. The auditors reported on the essential results of their examination and were avai-
lable for additional information.
After its own examination of financial statements and status report as well as consolidated finan-
cial statements and Group status report, the Supervisory Board approved the result of the auditors’
examination and, in its meeting on February 24, 2005, approved of financial statements and con-
solidated financial statements. Financial statements are hereby established. The Supervisory Board
follows the Management Board’s proposal for the appropriation of retained earnings, the payment
of a dividend of 0.21 Euro per share from the retained earnings of ELMOS Semiconductor AG of 40.5
million Euro and the carry forward to new accounts of the remaining amount.
ÿ Supervisory Board report
Declaration of compliance
Supervisory Board