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Annual Report 2010 - Meyer Burger Technology AG

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<strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>


The <strong>Meyer</strong> <strong>Burger</strong> Group<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd is one of the world’s leading<br />

providers of innovative systems and production lines for photovoltaics<br />

in the solar industry, and for the semiconductor and optics<br />

industries. The globally active technology group employs more<br />

than 1 200 people across three continents. In photovoltaics, <strong>Meyer</strong><br />

<strong>Burger</strong> offers its customers complete systems, comprehensive<br />

solutions and complementary technologies along the entire value<br />

chain including wafering, cells, modules and integrated solar systems.<br />

Mono­/Multi­c­Si Wafering Solar cells Solar modules Solar systems<br />

The systems, expertise and technologies of <strong>Meyer</strong> <strong>Burger</strong> Group are also deployed<br />

in the semiconductor and optical industries. The Group’s core competences encompass a<br />

broad range of production processes, machines and systems, which are used for the production<br />

of ultra­thin, high­quality wafers, for the inspection and measurement of solar cells,<br />

for laminating, soldering, and testing of solar modules and for building­integrated solar systems.<br />

The Group covers the most important technology steps in the value chain of photovoltaics<br />

with its products and solutions portfolio. A worldwide service network with wear and<br />

tear parts, consumables, re­grooving services, process know­how, after­sales service, training<br />

and other services completes the comprehensive product portfolio.


Wafering<br />

Cutting technologies,<br />

band saws, ID/OD saws,<br />

wire saws<br />

Solar cells<br />

Inspection systems,<br />

loading and unloading<br />

systems, sorting<br />

systems for solar cells<br />

Solar modules<br />

Fully automatic production<br />

lines for solar modules,<br />

fully automatic laminating<br />

lines<br />

Solar systems<br />

Solar systems for façades,<br />

roofs, shading solutions<br />

Customer services<br />

Global after­sales services<br />

Our Brands and Technologies<br />

Diamond wire technology,<br />

process consumables<br />

Customised solutions<br />

for cell handling<br />

Fully automatic string<br />

soldering machines,<br />

soft­touch soldering<br />

process for solar cells<br />

Automation and<br />

robotic systems<br />

Fully automatic string<br />

soldering machines,<br />

soft­touch soldering<br />

process for solar cells<br />

Testing systems for solar<br />

cells and modules<br />

Measurement and inspection<br />

systems, sorting<br />

systems for solar wafers<br />

Testing systems for solar<br />

cells and modules<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Customised solutions<br />

for wafer handling,<br />

automation technology<br />

SOLARIS<br />

Coating for c­Si solar cells<br />

Powered by Oerlikon Systems


Key Figures<br />

Consolidated income statement<br />

in TCHF <strong>2010</strong> 2009<br />

Net sales<br />

826 005 420 943<br />

Gross profit 408 752 170 076<br />

in % of net sales 49.5% 40.4%<br />

EBITDA 187 535 63 323<br />

in % of net sales 22.7% 15.0%<br />

EBIT 127 851 41 314<br />

in % of net sales 15.5% 9.8%<br />

Group earnings 97 949 29 177<br />

Consolidated balance sheet<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

Total assets<br />

1 066 799 460 195<br />

Current assets 624 564 283 745<br />

Long­term assets 442 234 176 450<br />

Current liabilities 372 300 178 178<br />

Non­current liabilities 51 572 85 730<br />

Equity 642 927 196 287<br />

Equity ratio 60.3% 42.7%<br />

Net sales<br />

in CHF million<br />

800<br />

600<br />

400<br />

200<br />

0<br />

2007<br />

2008<br />

2009<br />

<strong>2010</strong><br />

EBITDA<br />

in CHF million<br />

200<br />

150<br />

100<br />

50<br />

0<br />

2007<br />

2008<br />

2009<br />

<strong>2010</strong><br />

Total balance sheet<br />

in CHF million<br />

1200<br />

900<br />

600<br />

300<br />

0<br />

2007<br />

2008<br />

2009<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

<strong>2010</strong><br />

Equity<br />

in CHF million<br />

600<br />

450<br />

300<br />

150<br />

0<br />

2007<br />

2008<br />

2009<br />

<strong>2010</strong>


Table of Contents<br />

2 Letter to Shareholders<br />

<strong>Report</strong> to Fiscal Year <strong>2010</strong><br />

10 Management discussion and analysis of results <strong>2010</strong><br />

18 <strong>Meyer</strong> <strong>Burger</strong> Group strategy<br />

19 Our Global Presence<br />

20 Core competences of <strong>Meyer</strong> <strong>Burger</strong> Group<br />

28 Sustainability<br />

34 Milestones<br />

Corporate Governance<br />

36 Group structure and shareholders<br />

39 Capital structure<br />

46 Board of Directors<br />

58 Executive Board<br />

62 Compensation, shareholdings and loans<br />

64 Shareholders’ participation rights<br />

65 Change of control and defence measures<br />

66 Auditors<br />

67 Information policy<br />

Financial <strong>Report</strong><br />

70 Consolidated balance sheet<br />

71 Consolidated income statement<br />

72 Consolidated statement of other comprehensive income<br />

73 Consolidated cash flow statement<br />

74 Consolidated statement of changes in equity<br />

76 Notes to the consolidated financial statements<br />

138 <strong>Report</strong> of the auditors<br />

140 Balance Sheet<br />

141 Income statement<br />

142 Notes to the financial statements<br />

147 Proposal by the Board of Directors for the allocation of retained earnings<br />

148 <strong>Report</strong> of the auditors<br />

Other information<br />

150 Five-year summary<br />

151 Information for investors and media<br />

152 Addresses


2<br />

Peter M. Wagner<br />

Chairman<br />

Peter Pauli<br />

Chief Executive Officer<br />

Letter to Shareholders<br />

Dear Shareholders<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

<strong>2010</strong> was once more a record­breaking year for <strong>Meyer</strong> <strong>Burger</strong> Group. An organic<br />

sales growth of 62%, the successful integration of the 3S Group companies, surpassing the<br />

CHF 1 billion mark in incoming orders and order backlog for the first time in the company’s<br />

history, and robust operating results are highlights in <strong>2010</strong> that we are proud of. <strong>Meyer</strong> <strong>Burger</strong><br />

is a healthy, innovative technology Group, with a strong balance sheet, high cash flows,<br />

attractive profit margins and interesting prospects for continuing strong, sustainable growth.<br />

With the large order backlog at year­end, surpassing the CHF one billion mark in sales will<br />

just be a matter of time during 2011.<br />

Rising demand for energy – solar power to be a key part of the solution<br />

Global demand for energy will continue to rise in the coming years. Estimates by<br />

respected, independent institutions such as the International Energy Agency (IEA) anticipate<br />

that global primary energy consumption will increase by 36% between 2008 and 2035, corresponding<br />

to an average annual growth rate of approximately 1.2%. Electricity consumption<br />

will increase by 2.2% per annum over the same period. The market share of technologies that<br />

use renewable energy will climb rapidly. Fossil fuels, such as crude oil, will become more<br />

expensive as supplies are finite, and climate change in particular means that alternative<br />

technologies will have to be used to a greater extent for the generation of electricity. With its<br />

technologies, processes and systems, <strong>Meyer</strong> <strong>Burger</strong> Group is active along the entire value<br />

chain of photovoltaics and thereby directly influences a further reduction in production costs<br />

and cost of electricity from renewables for the end users.<br />

Governments and politicians all around the world are faced with the challenge of<br />

adopting an environmental­friendly energy mix. The range of programmes for solar power<br />

and other renewable energy solutions that have been launched in major countries such as<br />

China, the USA and India as well as in many European countries, underlines the changes in<br />

attitude in this direction. That countries like Germany or Spain cut their feed­in tariffs for the<br />

time being, is in our opinion a direct result of the government deficits due to the economic<br />

and financial crisis of 2008/2009. We anticipate that this will result in a market consolidation<br />

among manufacturers and distributors of solar cells in the next few years. Nevertheless, the<br />

dynamic development of the solar industry as a whole will remain uninterrupted.


Additional technological advances are needed in the industry in order to further<br />

reduce the production costs of solar systems and to achieve grid parity as soon as possible.<br />

We believe that in certain countries grid parity could already be reached in 2012. With its<br />

strong strategic market position, <strong>Meyer</strong> <strong>Burger</strong> will continue to profit from the expected<br />

increasing demand. We will continuously expand our technological edge. The financial<br />

situation of our Group also allows us additional growth through targeted value­enhancing<br />

acquisitions.<br />

Strong, profitable growth in <strong>2010</strong><br />

In <strong>2010</strong>, <strong>Meyer</strong> <strong>Burger</strong> Group recorded CHF 1,329.8 million in incoming orders<br />

(2009: CHF 193.7 million). The order backlog also surpassed the CHF 1 billion mark for the<br />

first time in the company’s history, amounting to CHF 1,048.5 million as of 31 December <strong>2010</strong><br />

(2009: CHF 516.4 million). Net sales rose by 96% to CHF 826.0 million (2009: CHF 420.9<br />

million). The organic growth rate – achieved by the companies that were already within the<br />

scope of consolidated in 2009 – reached 62%. This underlines the strong market position of<br />

our Group, and our excellent performance.<br />

Profitability also increased sharply. EBITDA rose by 196% to CHF 187.5 million<br />

(2009: CHF 63.3 million), representing an EBITDA margin of 22.7% (2009: 15.0%). Group<br />

earnings amounted to CHF 97.9 million (2009: CHF 29.2 million). Total assets reached<br />

CHF 1,066.8 million as of 31 December <strong>2010</strong> (2009: CHF 460.2 million) and equity amounted<br />

to CHF 642.9 million (2009: CHF 196.3 million), representing an equity ratio of 60.3%.<br />

<strong>Meyer</strong> <strong>Burger</strong> Group is active in an industry that will continue to be characterised by<br />

strong growth and innovation among the market leading companies. The Board of Directors<br />

therefore proposes to the <strong>Annual</strong> General Meeting on 21 April 2011 that retained earnings be<br />

carried forward to finance further growth of our Group.<br />

Net sales CHF<br />

826.0 M<br />

3


4<br />

Successful integration of the 3S companies<br />

Integration of the business activities of the 3S Group companies (merger in January<br />

<strong>2010</strong>) proceeded according to plan and was completed by year­end of <strong>2010</strong>. The integration<br />

took place in 16 key projects. During the first half of the year, we also adapted the brand ar­<br />

chitecture of our Group by launching a consistent brand image for all of the different technol­<br />

ogies within the Group during March <strong>2010</strong>. Our Group companies’ websites were also rede­<br />

signed as part of this process and now represent a unified brand architecture.<br />

In autumn <strong>2010</strong>, we acquired two long­term strategic sales and service partners in<br />

the USA (SGS Slicing Solutions Inc., Colombia, New Jersey, and SGS Machine Tool, LLC,<br />

Hillsboro, Oregon), as part of an asset purchase agreement. This strengthened <strong>Meyer</strong> <strong>Burger</strong><br />

Group’s sales and service organisation in the USA and allows us to serve this market from<br />

two new sites – in addition to Diamond Materials Tech, Inc., which we acquired in 2009.<br />

Outlook<br />

<strong>Meyer</strong> <strong>Burger</strong> enjoys an excellent position along the value chain of the solar industry.<br />

With our strong presence in Asia and Europe, we benefit from the capacity expansions by<br />

solar cell manufacturers. For fiscal year 2011, we are planning to achieve further strong sales<br />

growth, with net sales of around CHF 1,200 million and an EBITDA margin of around 20%.<br />

These forecasts are based on the assumption that the economic conditions will remain<br />

largely stable and our customers will be able to realise their infrastructure projects as planned.<br />

We remain very positive on a long­term view. We firmly believe that the solar industry<br />

will meet a high proportion of the world's energy needs in future, as an efficient and environmentally<br />

sound source of energy. It is our firm intention to play a key role in further developing<br />

our market and the necessary technologies. <strong>Meyer</strong> <strong>Burger</strong> has the potential and<br />

financial strength to continue on the course of exponential growth of recent years, through<br />

both organic growth and targeted acquisitions.<br />

Personal comments and thanks<br />

As part of the merger with 3S in January <strong>2010</strong>, the Board of Directors of <strong>Meyer</strong><br />

<strong>Burger</strong> Group was expanded by three members who had previously served on the Board of<br />

3S Group: Rudolf Samuel Güdel, Rolf Wägli and Prof. Dr. Konrad Wegener. Peter Pauli and<br />

Prof. Dr. Eicke Weber stepped down from the Board of Directors on the date of the successful<br />

merger. Peter Pauli continues to act as CEO of our Group. The newly expanded<br />

Executive Board includes Dr. Patrick Hofer­Noser, Michel Hirschi and Sylvère Leu. Prof. Dr.<br />

Eicke Weber also remains closely involved with the company, and has been in charge of<br />

the newly established <strong>Technology</strong> Advisory Board since February <strong>2010</strong>. The Advisory Board<br />

supports the Board of Directors and the Executive Board with regards to development trends<br />

in solar energy, and new processes and technological solutions.<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>


The success and repeated dynamic development of our Group in <strong>2010</strong> reflects the<br />

high motivation and outstanding achievements of our employees. On behalf of the entire<br />

Board of Directors and the Executive Board, we would like to express our special thanks<br />

and our highest appreciation. We also thank our customers and suppliers for working with us<br />

and for the trust that they place in our company. We would also like to thank you, our shareholders,<br />

for your confidence in and loyalty to our company. We look forward to sharing a<br />

successful future with you.<br />

Peter M. Wagner Peter Pauli<br />

Chairman Chief Executive Officer<br />

5


PlanetSolar – a project to protect the earth<br />

Circumnavigation of the globe in a solar-powered boat equipped with a<br />

silent, emission-free engine will enable PlanetSolar to display the true potential of<br />

photovoltaic energy technology.<br />

With this project, the PlanetSolar team aims to demonstrate that current<br />

solar technology is reliable and efficient, while giving research into renewable<br />

energies a decisive boost. PlanetSolar has already helped to push forward tech-<br />

nological developments in various areas – such as the manufacture of composite<br />

materials or the production and storage of solar energy or solar power. Each stage<br />

of the project and each day at sea will contribute to scientific progress in solar<br />

technology.<br />

First round­the­globe solar boat expedition<br />

Pasan SA, a member of <strong>Meyer</strong> <strong>Burger</strong> Group, actively supports PlanetSolar as an<br />

official scientific partner with many years of experience and know-how in measure-<br />

ment technology for solar modules. We are proud to contribute our expertise to the<br />

Swiss PlanetSolar expedition in the first solar-powered circumnavigation of the<br />

globe by sea.


© PlanetSolar <strong>2010</strong>


© Schweizer Solarpreis <strong>2010</strong> / Solar Agentur Schweiz<br />

Klein Matterhorn – Europe’s highest solar power plant<br />

At an altitude of just under 4 000 metres, the façade of the Klein Matterhorn<br />

Glacier Paradise restaurant, built in accordance with the latest environmental stand-<br />

ards, produces the electricity required to run the gastronomy.<br />

Never before has a building-integrated photovoltaic system of this kind<br />

been constructed in Europe at such an altitude. With an installed capacity of 22 kilo-<br />

watts, the electricity generated on the Klein Matterhorn is roughly equivalent to the<br />

annual consumption of twelve households.<br />

Sustainable low­emission construction in the Alps<br />

The high-precision lamination technology of 3S Modultec, a member of <strong>Meyer</strong> <strong>Burger</strong><br />

Group, ensures a long service life for the modules even under the extreme weather<br />

conditions prevailing on the Klein Matterhorn. The new restaurant opened by Zermatt<br />

Bergbahnen is an excellent example of how environmental pollution can be reduced<br />

through modern, sustainable construction. Solar modules from our company provide<br />

the electricity for restaurant visitors and alpinists at this lofty height.


10<br />

Order backlog CHF<br />

1,048.5 M<br />

Net sales by region<br />

in <strong>2010</strong><br />

Asia 76%<br />

Europe 17%<br />

America 7%<br />

<strong>Report</strong> to the Fiscal Year <strong>2010</strong><br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Management discussion and analysis of results <strong>2010</strong><br />

The solar industry recovered significantly during <strong>2010</strong>, following a very difficult<br />

market environment in 2009, when the global economic crisis and limited credit availability<br />

affected the financing of large projects. It became already evident during the first half of<br />

<strong>2010</strong> that large projects, which will substantially increase manufacturing capacities at solar<br />

cell producers in the years 2011–2013, received financial backing at normal conditions again.<br />

This trend was further confirmed during the second half of the year.<br />

<strong>Meyer</strong> <strong>Burger</strong> succeeded in concluding a number of major orders in this environment.<br />

In total, the Group recorded CHF 1,329.8 million in new orders, compared with<br />

CHF 193.7 million in the previous year. For the first time in the company’s history, incoming<br />

orders and order backlog surpassed the CHF 1 billion mark. As of 31 December <strong>2010</strong>, the<br />

order backlog amounted to CHF 1,048.5 million, which once more provides an excellent<br />

basis for the business performance in the upcoming two years.<br />

Sales<br />

Net sales rose by 96% to CHF 826.0 million compared to CHF 420.9 million in<br />

2009. The increase in sales was based on 62% organic growth and 34% growth as a result<br />

of M&A activities. Sales grew most rapidly in Asia (+150%), which continues to be the most<br />

important customer region with 76% of net sales (percentage of sales in 2009: 60%). Europe<br />

provided 17% of net sales (change in sales of (4)%; percentage of sales in 2009: 34%), while<br />

customers in the USA accounted for 7% (growth of +144%; percentage of sales in 2009:<br />

6%).<br />

Gross profit<br />

Gross profit more than doubled year­on­year to CHF 408.8 million compared to<br />

CHF 170.1 million in 2009. The gross margin for the period rose to 49.5% from 40.4% in<br />

2009. The increase in margin was mainly due to very high production volumes at the manufacturing<br />

sites in Thun and Zülpich, which resulted in leverage on fixed production costs. This<br />

effect was further supported by general process optimisation, as well as a slightly changed<br />

product mix.<br />

Operating costs<br />

As of 31 December <strong>2010</strong>, the Group employed 1,276 people on a full­time basis, an<br />

increase of 73% compared with 31 December 2009. The increase by a total of 538 employees<br />

includes 311 positions resulting from the merger with 3S Group and the acquisition<br />

of the SGS companies in the USA. The remaining 227 posts are newly created positions,<br />

mainly in production, research and development and in the after­sales services of the Group’s<br />

service companies. In addition, 255 temporary employees (as of year­end <strong>2010</strong>) were hired,<br />

predominantly in the second half of <strong>2010</strong>. Personnel expenses for the year rose to CHF 133.9<br />

million compared with CHF 66.8 million in the previous year.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Operating expenses increased to CHF 87.4 million during the reporting period,<br />

compared with CHF 40.0 million in 2009. This increase was primarily due to volume­related<br />

higher transportation costs, additional costs arising from the expansion of the Group, and<br />

M&A expenses in conjunction with the merger with 3S Industries Ltd in January <strong>2010</strong>.<br />

EBITDA and EBIT<br />

EBITDA amounted to CHF 187.5 million with a margin of 22.7% in <strong>2010</strong>, compared<br />

with EBITDA of CHF 63.3 million and a margin of 15.0% in the previous year. Depreciation,<br />

amortisation and impairments during <strong>2010</strong> totalled CHF 59.7 million, including CHF 47.1 million<br />

for scheduled amortisation of intangible assets, which mainly relate to the acquisitions<br />

(Hennecke, AMB Automation and Diamond Wire), and to the merger with 3S Industries Ltd<br />

(3S Modultec, 3S Photovoltaics, Somont and Pasan).<br />

At EBIT level, <strong>Meyer</strong> <strong>Burger</strong> Group increased its profit by 209% to CHF 127.9 million<br />

compared with CHF 41.3 million in 2009. The EBIT margin grew by 5.7 percentage points to<br />

15.5%.<br />

Financial result and taxes<br />

The decline of the Euro and the US Dollar against the Swiss Franc (Euro (16.2)%,<br />

US Dollar (9.3)%) compared with year­end 2009 led to a substantially lower valuation of<br />

intercompany loans made by <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd to foreign subsidiaries as of the<br />

balance sheet date 31 December <strong>2010</strong>. The financial expenses of CHF 37.6 million include<br />

unrealised foreign exchange rate losses of CHF 31.6 million net, which predominantly related<br />

to the intercompany loans. Interest expenses during the reporting period came to CHF 3.5<br />

million, compared with CHF 0.9 million in the previous year.<br />

In the first half of <strong>2010</strong>, the federal and cantonal tax authorities granted tax relief<br />

of 50% on federal, cantonal, municipal and church taxes to the subsidiary MB Wafertec<br />

(<strong>Meyer</strong> <strong>Burger</strong> Ltd). The tax relief was granted retroactively to 1 January 2008 and for a<br />

period of 10 years. The tax relief resulted in a non­recurring positive effect on income taxes<br />

of CHF 9.6 million (tax credit for years 2008 and 2009) and in a reduction in tax expenses<br />

of CHF 14.1 million for <strong>2010</strong>. In total, the income statement for <strong>2010</strong> includes recognised<br />

tax income of CHF 4.6 million, compared to a tax expense of CHF 10.1 million for the previ­<br />

ous year.<br />

Group earnings<br />

Earnings for <strong>2010</strong> amounted to CHF 97.9 million, compared to CHF 29.2 million in<br />

the previous year. This corresponds to diluted earnings per share of CHF 2.18, compared<br />

to CHF 0.94 in 2009. As in previous years, the Board of Directors will propose to the <strong>Annual</strong><br />

General Meeting on 21 April 2011 that the retained earnings shall be carried forward in order<br />

to finance continued growth.<br />

EBITDA margin<br />

22.7%<br />

11


12<br />

Equity ratio<br />

60.3%<br />

Balance sheet<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

As a result of the merger with 3S Industries Ltd in January <strong>2010</strong> and the excellent<br />

result in <strong>2010</strong>, the balance sheet increased strongly, reaching total assets of CHF 1,066.8 mil­<br />

lion as of 31 December <strong>2010</strong>. The high amount of cash and cash equivalents and the sound<br />

cash flows allowed the Group to make an early repayment of CHF 29.2 million in June <strong>2010</strong><br />

and a further repayment of USD 20 million in September <strong>2010</strong> on the syndicated loan that<br />

was agreed in September 2009. In addition, a further CHF 6.9 million in bank liabilities was<br />

repaid. Despite these repayments, cash and cash equivalents amounted to CHF 393.5 million<br />

as of 31 December <strong>2010</strong>. Compared to the substantial increase in sales, inventories and<br />

trade receivables only increased slightly. In conjunction with the merger with 3S Industries<br />

Ltd, the Group acquired intangible assets in an amount of CHF 326.2 million. Mainly as a<br />

result of the excellent earnings (CHF 97.9 million) and the capital increase in conjunction with<br />

the merger with 3S Industries Ltd, equity increased to CHF 642.9 million from CHF 196.3 million<br />

in the previous year. The equity ratio rose to 60.3% from 42.7% as of year­end 2009. The<br />

balance sheet of <strong>Meyer</strong> <strong>Burger</strong> Group by the end of <strong>2010</strong> is entirely free of debt, very solid<br />

and healthy.<br />

Cash flow<br />

The Group generated an operating cash flow of CHF +347.5 million, compared<br />

to CHF +55.3 million in the previous year. The very strong cash flow is mainly due to high<br />

volumes of sales, positive developments in the margins and a substantial decrease in net<br />

working capital. The decrease in net working capital is mainly a result of the increase in customer<br />

payments and an optimised management of inventories.<br />

Cash flow from investing activities amounted to CHF +10.1 million, compared with<br />

CHF (50.8) million in 2009. The merger with 3S Industries Ltd resulted in an increase in cash<br />

and cash equivalents of CHF 46.9 million. The Group paid CHF 24.9 million in cash and<br />

CHF 14.5 million by issuing shares of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd for the acquisition of the<br />

remaining 34% participation in Hennecke Systems GmbH. Capital expenditure in property,<br />

plant and equipment during <strong>2010</strong> reached CHF 13.3 million, net.<br />

Cash flow from financing activities was CHF (53.6) million, compared with<br />

CHF +48.9 million in 2009. Due to the positive development of the cash situation, the Group<br />

repaid financial liabilities in a total amount of CHF 57.0 million during <strong>2010</strong>.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Currency risks<br />

<strong>Meyer</strong> <strong>Burger</strong> Group recorded approximately 70% of its net sales in Swiss Francs<br />

during fiscal year <strong>2010</strong>. As major subsidiaries are located in Switzerland (MB Wafertec in<br />

Thun; 3S Modultec and 3S Photovoltaics in Lyss; Pasan in Neuchâtel), a large proportion of<br />

production is also based in the same country. <strong>Meyer</strong> <strong>Burger</strong> aims to achieve a high proportion<br />

of its sales in the same currencies that the individual subsidiaries deliver their production<br />

services, in order to limit currency risks as much as possible through a process of natural<br />

hedging. To hedge against residual currency risks, the company uses forward contracts.<br />

<strong>Meyer</strong> <strong>Burger</strong> does not hedge against foreign currency risks on the carrying amounts of foreign<br />

subsidiaries or on the conversion of the earnings of foreign companies.<br />

At constant exchange rates, net sales in fiscal year <strong>2010</strong> would have been approximately<br />

CHF 12.9 million higher than in the previous year (average exchange rates of the<br />

Euro and US Dollar declined by about 8.4% and 3.7%, respectively, compared with the previous<br />

year).<br />

Markets and customers<br />

In general, the solar industry was considerably more robust in <strong>2010</strong> than during the<br />

economically difficult year 2009. Global expansion in photovoltaic capacity in <strong>2010</strong> doubled<br />

to over 15 GW compared with 7.2 GW at the end of 2009 (source: EPIA Global Market<br />

Outlook for PV to 2014).<br />

However, the dynamic growth in the photovoltaic sector varied between the individual<br />

regional markets. In Asia, especially in the markets of China, India and South Korea, customers<br />

recovered most rapidly from the previous year’s economic difficulties and were again<br />

successful in securing the financing for various large projects at normal conditions. The clear<br />

position of the Chinese government with its “Golden Sun” subsidies programme for solar<br />

energy has given this market additional momentum ever since the programme, which plans<br />

for 20 GW until the year 2020, was announced. In Europe, the largest manufacturers of crystalline<br />

silicon solar cells are still to be found in Germany. The announced reductions of up to<br />

15% for feed­in tariffs in Germany’s Renewable Energies Act (EEG) have not yet led to any<br />

major decline in demand by end users. In general, capacities among German cell manufacturers<br />

were also expanded during <strong>2010</strong>.<br />

<strong>Meyer</strong> <strong>Burger</strong> further developed its already strong market position in Asia and<br />

Europe in <strong>2010</strong>. Due to the sustained high levels in demand for <strong>Meyer</strong> <strong>Burger</strong>’s slicing and<br />

sawing systems as well as for Hennecke’s measurement technologies and inspection systems,<br />

the sales and customer­service organisation in China was further expanded. The fact<br />

that customer proximity and an excellent after­sales service are key to generating and maintaining<br />

customer satisfaction was confirmed by the “Supplier of the Year” award, which we<br />

received in <strong>2010</strong> from Trina Solar, an internationally recognised manufacturer of mono­ and<br />

multi­crystalline photovoltaic modules in China.<br />

Net sales<br />

by currency<br />

in <strong>2010</strong><br />

CHF 70%<br />

EUR 22%<br />

USD 6%<br />

Other 2%<br />

13


14<br />

Logo Corporate Brand<br />

Wafer sun<br />

Claim<br />

Brand<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

The <strong>Meyer</strong> <strong>Burger</strong> brand<br />

<strong>Meyer</strong> <strong>Burger</strong> has a brand management strategy that conveys and embodies the<br />

unique nature and characteristics of the technology group within its strategic business areas.<br />

Following the merger with 3S Industries Ltd, the previously different brand images<br />

of the individual subsidiaries were unified. Within its own brand architecture, <strong>Meyer</strong> <strong>Burger</strong><br />

has developed a new umbrella brand and a system of logos. The logo consists of three<br />

elements – the brand image of a wafer sun, the corporate brand name and the brand’s<br />

claim. The brand image is an arrangement of solar cells or wafers. The range of colours<br />

of the wafer sun that depict the sun together with the corporate and technology<br />

brand emphasise the corresponding corporate identity and the variety of industrial appli­<br />

cations. Each subsidiary can thus have its own individual market appearance, while the<br />

connection of the shared wafer sun logo identifies each company as forming part of the<br />

<strong>Meyer</strong> <strong>Burger</strong> Group.<br />

The new brand policy was launched in March <strong>2010</strong>. The brand image and the corresponding<br />

corporate brand names are trademarked throughout the world. The umbrella<br />

brand <strong>Meyer</strong> <strong>Burger</strong> and the Group’s technology brands enjoy an excellent reputation and<br />

high degree of recognition within the industry. Additional public relations and advertising<br />

measures are used to further strengthen and underpin the brand recognition.<br />

Production<br />

In <strong>2010</strong>, <strong>Meyer</strong> <strong>Burger</strong>’s production facilities once again achieved an excellent industrial<br />

performance. At MB Wafertec in Thun, production output almost tripled in a year­on­year<br />

comparison. Even compared with the previous record year 2008, the number of machines<br />

manufactured in <strong>2010</strong> represented an increase of 57%. In December <strong>2010</strong>, MB Wafertec surpassed<br />

the 1,000­machine threshold for the first time in the company’s history. This achievement<br />

was reached thanks to ongoing analysis and optimisation of the entire manufacturing<br />

process. Ongoing analysis and optimisation is a day­to­day activity in our production facilities,<br />

allowing MB Wafertec to increase its production output and reduce assembly lead time<br />

as far as possible.<br />

With modularised machine components, optimised logistics and assembly processes,<br />

and increasing efficiencies throughout the production process, the time required to<br />

handle an order for a wire saw from the start of a customer order through to being ready for<br />

shipping is just four weeks. The lead time within the final assembly stage has been reduced<br />

to five days. At the beginning of 2011, MB Wafertec is producing up to 35 sawing systems<br />

per week. Our objective is to further expand capacities and raise production to up to 40 saws<br />

per week in the short­term.<br />

In the entire <strong>Meyer</strong> <strong>Burger</strong> Group, 1,421 machines and systems were produced in<br />

<strong>2010</strong>, which represents an increase of 238% compared with the previous year.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Innovation<br />

As a globally active technology group, <strong>Meyer</strong> <strong>Burger</strong> views innovation as a core<br />

element of its successful business strategy. With outstanding research and development,<br />

the Group continuously sets new benchmarks for production methods and processes that<br />

are used in photovoltaics.<br />

In the wafering process, sawing technologies and systems with diamond wire have<br />

undergone further development and improvements. The BrickMaster – a diamond­wire saw<br />

specially developed by MB Wafertec to cut silicon blocks into process optimised brick shapes<br />

– was successfully introduced in the market during <strong>2010</strong> and penetration in the high volume<br />

markets of Asia was very positive. The qualification of the diamond wire for the core process<br />

of wafering as well as the industrialisation of the diamond­wire­wafering process was pushed<br />

by strong support of research and development within MB Wafertec. The success confirms<br />

to <strong>Meyer</strong> <strong>Burger</strong> that our organisation supports the market with the right advanced technologies<br />

such as the diamond wire technology and at the same time helps leading solar cell<br />

manufacturers to reduce the total cost of ownership within the value chain of photovoltaics.<br />

With the introduction of diamond wire for the wafering process, another technology of our<br />

Group will develop into an important and recurring source of sales.<br />

A further focus of innovation is in combining individual technologies along the value<br />

added chain. With its comprehensive portfolio of technologies in wafering (MB Wafertec,<br />

Diamond Materials Tech (Consumables), MB Robotics, Hennecke, AMB Automation), in solar<br />

cells (Hennecke, AMB Automation, Solaris, Pasan), in solar modules (3S Modultec, Somont,<br />

Pasan) and in solar systems (3S Photovoltaics), <strong>Meyer</strong> <strong>Burger</strong> Group is represented in the key<br />

technology processes along the entire value chain of photovoltaics, and clearly distinguishes<br />

itself from its competitors. In <strong>2010</strong>, various sales activities for integrated systems within the<br />

Group have led to joint customer contracts, particularly for MB Wafertec (saw technologies)<br />

in combination with Hennecke (measurement and inspection systems), and between the<br />

module line companies Somont (stringer systems), 3S Modultec (laminators) and Pasan (sun<br />

simulating systems).<br />

15


16<br />

Planned new complex of<br />

buildings of MB Wafertec in Thun.<br />

Light grey:<br />

2 nd stage of construction<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Capital expenditure<br />

<strong>Meyer</strong> <strong>Burger</strong> Group invested CHF 40.6 million in research and development<br />

during <strong>2010</strong>. This represents around 5% of net sales. Costs for research and development<br />

are not capitalised in the balance sheet, but recognised as expenses in the income<br />

statement. In total, 197 employees were engaged in research and development in the year<br />

under review.<br />

Capital expenditure in property, plant and equipment amounted to a gross amount<br />

of CHF 16.5 million in <strong>2010</strong> (net: CHF 13.3 million). For 2011/2012, additional capital expenditure<br />

of around CHF 50 million is expected, in connection with the first stage of construction for<br />

the new headquarters in Thun (approximately half of the amount in 2011, the other half in<br />

2012). In November <strong>2010</strong>, <strong>Meyer</strong> <strong>Burger</strong> was granted the final building permit for this new<br />

complex of buildings, and the ground­breaking ceremony was held in January 2011. The first<br />

stage of construction will result in a production and office facility for 600 to 700 employees, on<br />

a total land area of around 30,000 m2 . It is scheduled for completion and occupation by the<br />

end of Q1, 2012. The design is based on the latest innovations in building construction and<br />

energy management, and targets optimised energy efficiency. <strong>Meyer</strong> <strong>Burger</strong> has set itself the<br />

goal of keeping energy consumption as low as possible, while also striving for a high energy<br />

recovery. Once the entire building complex has been built and is in use for a longer period of<br />

time, it will be possible to measure the achieved energy parameters, which will be the case for<br />

the first time in 2013. The first stage of construction will take up around two thirds of the available<br />

land area. The planning phase for the second stage of construction has already started<br />

too.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Risk management<br />

<strong>Meyer</strong> <strong>Burger</strong> uses various risk management instruments to assess and manage<br />

the strategic, financial and operational risks of the Group. The Board of Directors has primary<br />

responsibility for evaluating strategic risks. Financial and operational risks are mainly assessed<br />

by the Executive Board of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. Regular risk reports are submitted<br />

to the Board of Directors. Risk management is integrated within the company’s management<br />

processes, and involves in particular, the areas of Planning, Finance & Controlling, Internal<br />

Audit, Production & Logistics, Research & Development, Product Management, Sales, IT,<br />

Corporate Communications, Human Resources, and external tax and legal consulting. Occupational<br />

safety is of core importance to <strong>Meyer</strong> <strong>Burger</strong>. Through careful analysis of operating<br />

procedures and the provision of employee training, the Group minimises risks and achieves<br />

a high degree of process safety. Occupational safety as a topic is covered in detail on page<br />

33 of this <strong>Annual</strong> <strong>Report</strong>. For more detailed information on financial risk management, please<br />

see Note 3 on page 93ff, in the financial statements.<br />

Targets and outlook for 2011<br />

The long­term trend in favour of renewable sources of energy will be sustained. The<br />

solar industry will continue to enjoy strong growth, and will make a key contribution in the<br />

future to providing an efficient, non­polluting source of energy for the world. The industry still<br />

faces the challenge of making further cuts to the cost of solar electricity so that the aim of grid<br />

parity can be achieved as quickly as possible. The technologies developed by <strong>Meyer</strong> <strong>Burger</strong><br />

Group will contribute to this process.<br />

With its extraordinarily strong presence in Asia and Europe, <strong>Meyer</strong> <strong>Burger</strong> is able to<br />

profit from the substantial expansion of photovoltaic capacities. With a healthy order backlog<br />

of about CHF 1,050 million, the company has made a very positive start into fiscal year 2011.<br />

Assuming that the economic conditions will remain relatively stable and that our customers<br />

will be able to carry out their expansion plans without major disruption, we anticipate net<br />

sales for 2011 of approximately CHF 1.2 billion and an EBITDA margin of around 20%.<br />

17


18<br />

Our focus<br />

Photovoltaics<br />

Lean organisation,<br />

decentralised management<br />

Fast<br />

decision-making<br />

<strong>Meyer</strong> <strong>Burger</strong> Group Strategy<br />

Market leadership along the value chain in photovoltaics<br />

<strong>Meyer</strong> <strong>Burger</strong> is a world leading specialist in innovative systems and processes for<br />

cutting and handling crystalline and other high­grade materials. With its precision products<br />

and technologies, the Group has made a name for itself as an international premium brand in<br />

the photovoltaic industry. Our range of products and services covers the entire value chain in<br />

photovoltaics, including the production processes of wafering, solar cells, solar modules and<br />

solar systems. Our focus on the entire value chain enables us to develop technical innovations<br />

and align products and technologies in such a way that our customers’ manufacturing<br />

costs and their cost of ownership will be reduced continuously.<br />

The four pillars of our corporate strategy<br />

Solutions provider<br />

Our thinking as well as our research and development efforts, are focused on systems and<br />

processes. This allows us to continually set new standards for production processes in the<br />

photovoltaics industry. We offer our customers integrated systems and dedicated solution<br />

packages. We implement customer specific process control and supervising systems that<br />

span across different processes. By combining our process know­how and close customer<br />

process support with our service­oriented machinery and systems business and our logistics­driven<br />

consumables business, we provide substantial added value for our customers.<br />

Technological leadership<br />

We take an active part in shaping the industrial processes of the future and setting standards<br />

in the photovoltaics industry. At the same time, we evaluate and implement new technologies<br />

that can be used to achieve additional economies of scale, thus reducing the cost of ownership<br />

for our customers and the costs per kWh for solar power.<br />

Ahead of the market<br />

The market drives our product offering. We reach fastest time to market. We follow a consistent<br />

approach of optimising the level of modularisation and offering the best in terms of logistics<br />

for machinery and systems. Modularisation reduces the number of components used,<br />

which in turn optimises production time and costs and, combined with efficient logistics,<br />

leads to reduced production throughput times. We continually strengthen our service network,<br />

by expanding our range of value added services.<br />

Lean organisation<br />

<strong>Meyer</strong> <strong>Burger</strong> is an innovative and modern employer, with a corporate culture characterised<br />

by openness. Our streamlined organisational structure and short decision­making paths<br />

serve to promote an understanding of personal and corporate responsibility of the management<br />

and the workforce as a whole. The companies in our Group assume responsibility as<br />

centres of excellence for their technologies. Our decentralised corporate structure allows us<br />

to achieve the highest levels of flexibility and profitability. With a strict vertical financial management,<br />

combined with horizontal interlinkage of competencies, we optimise our own<br />

resources.<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Our Global Presence<br />

<strong>Meyer</strong> <strong>Burger</strong> companies<br />

USA<br />

Colorado Colorado Springs; New Jersey Columbia; Oregon Hillsboro<br />

Europe<br />

Switzerland Baar, Lyss, Neuchâtel, Thun; Germany Langenfeld, Langweid, Umkirch, Wurzen, Zülpich;<br />

Norway Porsgrunn; Spain Barcelona<br />

Asia<br />

China Shanghai; India Pune; Japan Tokyo; Korea Seoul; Singapore Singapore; Taiwan Taoyuan County<br />

19


20 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Core Competences of <strong>Meyer</strong> <strong>Burger</strong> Group<br />

Wafering<br />

Thinnest wires cut thinnest solar wafers<br />

MB Wafertec specialises in cutting technologies and processes for hard and brittle materials.<br />

Band, cropping and wire saws are used to cut high­grade silicon, sapphire or other crystals<br />

into ultra­thin wafers, prisms and other shapes. Our machines meet the highest quality<br />

require ments with each single cut. Reliable cutting processes with 140 to 200 μm wire guar­<br />

antee mass production in the photovoltaics industry. MB Wafertec’s advanced wire saw tech­<br />

nologies already qualify for wire strength ranging from 100 to 120 μm today.<br />

Diamond wire technology for bricking and wafering<br />

Diamond Wire develops and produces diamond wire that is used for cutting multi­crystalline<br />

silicon ingots into solar bricks and in a follow­up process cutting them into ultra­thin solar<br />

wafers. From a commercial and technological perspective, the technology represents a highly<br />

attractive alternative to the widely established slicing method using steel wire and slurry<br />

(a dispersion made of SiC and PEG). The use of diamond wire in cropping and wire saws shall<br />

enable customers to reach a significant increase in their production capacities.<br />

Fast and efficient brick/wafer handling and separation<br />

MB Robotics develops and implements customised solutions in the area of robotic handling<br />

systems. MB Robotics optimises cost­ and quality sensitive processes of automated single<br />

processes up to fully automated process lines. AMB Automation develops advanced wafer<br />

handling and automation technologies. With AMB systems, it becomes possible to process<br />

and transport ultra­thinly cut wafers in a fast and efficient way, without any damage to the<br />

wafers. This can secure over 1.35 million solar wafers per year.<br />

Precise wafer quality inspection, feeding and sorting<br />

Hennecke specialises in optical and electrical precision measuring technology for solar<br />

wafers. The measuring equipment examines the quality of wafers in terms of thickness, edge<br />

defects, geometry, saw marks, sori, bow non­visible micro­cracks/inclusions and stain. Premium<br />

measurement devices enable an optimal quality control of solar wafers.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 21<br />

Solar cells<br />

Quality assurance und measurement<br />

The inspection modules of Hennecke and the wafer handling solutions of AMB Automation<br />

are also used in the cell production process. Pasan offers cell­testing and ­sorting equipment<br />

for the most precise performance measurement of solar cells. Even the slightest increase in<br />

accuracy of the performance measurement has a significant influence on the profitability of a<br />

cell manufacturer.<br />

Highest performance and quality in cell connection<br />

Somont offers string soldering machines for cell connections, with integrated testing equipment,<br />

lay­up systems and fully automated interconnection worldwide. The company guarantees<br />

the highest and scalable throughput of cells of 4,900 cells per hour through very flexible<br />

automation grades and maximum uptimes. Cell connection is a critical production process,<br />

as it determines the duration of the electrical output of the solar module.<br />

Reliable soft-touch soldering process<br />

Somont enables cells to be handled exceptionally gently with its specially developed string<br />

soldering machines and the established soft­touch soldering process. The machine types<br />

RAPID and CERTUS can process and solder precisely and reproducible all common types<br />

and sizes of solar cells.<br />

Homogenous uniformity of coating process<br />

The Solaris system, a strategic marketing and distribution cooperation with Oerlikon Systems,<br />

uses innovative coating technology in an efficient and precise way. In the anti reflective<br />

coating process Solaris offers a “silane free” alternative.<br />

Easy operation and maintenance<br />

The Solaris system can typically be put into operation at the customer’s production facility<br />

within one week. The multi­source sputtering chambers can be changed by a single person<br />

(operator) within minutes, an advantage over other systems.


22 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Solar modules<br />

Integrated production lines from a single source<br />

3S Modultec is the technological world leader in laminating. During the laminating process,<br />

an interconnection takes place whereby the solar cells are encapsulated between a covering<br />

glass plate and a back sheet, made of glass or foil. This protects the solar module from<br />

weathering and is therefore critical to ensuring that the modules longevity is increased. Our<br />

laminating lines meet the most stringent demands placed on the laminating process. 3S<br />

Modultec integrates the various machines into entire production lines with different automation<br />

grades for the production of solar modules. 3S Modultec production lines are modular in<br />

their assembly design and can be expanded with a minimum of interruption in manufacturing<br />

and at lowest costs. The flexible 3S­Modultec­line­assortment – combined with certification<br />

support and comprehensive process training – are the basis for a project handling within the<br />

shortest period of time.<br />

The industry standard in performance measurement<br />

Pasan develops and produces testing systems for solar cells and modules. For certified quality<br />

assurance, testing of each worldwide produced module is part of the tests done by solar<br />

module manufacturers. The testing process is decisive with regard to the pricing of the individual<br />

module and therefore for the revenues of a module producer. Pasan testers have a<br />

unique light uniformity on the illuminated surface, outstanding light stability during the flash<br />

and an unmatched spectral correlation with sunlight. With such high standing quality, Pasan<br />

testers achieve top precision in the simulation of sunlight and are deployed by leading European<br />

test institutes such as the ESTI, the European Solar Test Installation, Italy, Fraunhofer<br />

ISE Freiburg, and TÜV Rheinland in Cologne, both in Germany. Through this excellence in<br />

know­how and certification, customers can save up to 6 months in time to market when<br />

introducing a new product – winning time for the benefit of our customers.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 23<br />

Solar systems<br />

State-of-the-art technology for building-integrated PV systems<br />

3S Photovoltaics develops and produces building­integrated solar systems, and has become<br />

a specialist in solar modules for roofs, façades and shading solutions. The unframed solar<br />

modules enable large­scale solar energy systems which can be integrated into a building’s<br />

shell to create a highly aesthetically and pleasing overall look. The offer can be adjusted to<br />

particular customer needs – customised module sizes and special designs – for example in<br />

case of major building projects or ancient objects that are under preservation.<br />

Intelligent solutions for every building<br />

The solar systems of 3S Photovoltaics replace traditional roof tiles, when used as in­roofsolutions.<br />

They are also used in façades, overhead glazing, porch roofs, balcony cladding<br />

and other special constructions, where an active energy production using the sun’s strength<br />

is being sought. With more than 20 years of experience in highly prestigious PV projects, be<br />

it tourist buildings in high alpine locations, plus­energy­houses, public buildings such as<br />

nursery schools or campus facilities, 3S Photovoltaics enables projects for environmentally<br />

attractive buildings in the countryside as much as high­tech projects and tests for a future<br />

CO2­free mobility. <strong>Technology</strong> made in Switzerland for a long­term, high energy yield.


© Solar Impulse / Jean Revillard


Solar Impulse – a contribution to the future<br />

Solar Impulse, the solar airplane project of André Boschberg and Bertrand<br />

Piccard, is aiming to circumnavigate the globe. Without fuel, day and night.<br />

People are fascinated by great adventures and want to share the dreams of<br />

pioneers and explorers. Solar Impulse aims to use currently available technologies<br />

to unite this passion for adventure with positive and sustainable emotions related to<br />

renewable energy. Public attention must be drawn to the fact that changes need to<br />

be made if we are to ensure the energy requirements and environmental future of<br />

our planet.<br />

In July <strong>2010</strong>, the first day and night flight took place with a flight time of over<br />

26 hours. Solar Impulse thus achieved its first goal and demonstrated what can<br />

already be accomplished using alternative energy sources such as solar energy<br />

when combined with new technologies and applications.<br />

Solar Impulse represents the true potential of<br />

alternative energy sources<br />

3S Modultec, a member of <strong>Meyer</strong> <strong>Burger</strong> Group, supports Solar Impulse as a special-<br />

ist in the integration of solar cells into powerful solar modules. We are proud to be<br />

part of this fantastic project and adventure and to be able to use our expertise to<br />

support the circumnavigation of the globe in a solar plane.


A community building for livestock in Melchnau – future-oriented,<br />

building-integrated solar technology<br />

The project combines state-of-the-art solar technology and attractive<br />

architecture with a private initiative and national networking.<br />

The newly constructed agricultural building in Melchnau is equipped with<br />

a photovoltaic system which is perfectly integrated into the roof of the building.<br />

The implementation of the facility was made possible through the collaboration of<br />

various local and national partners. For farmers, the use of solar power represents<br />

an important continuation of their tradition of a sustainable subsistence strategy<br />

that is in tune with nature, while opening up new sources of revenue through the<br />

sale of solar electricity. With an installed capacity of 264 kWp, the plant produces<br />

approximately 250,000 kWh of solar electricity each year, enough to supply around<br />

65 households.<br />

Solar technology combining modern trends<br />

with tradition<br />

The pioneering project in Melchnau near Langenthal in the canton of Berne combines<br />

technological advances in solar power technology with the agricultural tradition<br />

of living in harmony with nature.


28<br />

Sustainability<br />

As a globally active technology group, <strong>Meyer</strong> <strong>Burger</strong> has focused its long­term<br />

industrial and social commitment on the various internal and external stakeholders. Our aim<br />

is to further develop our company on a successful and sustainable basis.<br />

We are a reliable partner to our customers, suppliers, employees and trainees, as<br />

well as to our shareholders and the public.<br />

Our values<br />

We are committed to acting ethically and responsibly.<br />

Sustainability<br />

We focus on achieving sustainable profitability and growth. We work in harmony with the<br />

environment and adhere to core social values.<br />

Long-term loyal partnership<br />

Our actions, both within the Group and in terms of our relationships with our suppliers,<br />

customers and business partners, are marked by loyalty and respect. We strive for a trusting<br />

and target­oriented cooperation.<br />

Creativity and innovation<br />

We are innovative and set new benchmarks in our markets. We combine innovation with<br />

competitiveness, customer benefits, consistent quality and long­term reliability.<br />

Code of Conduct<br />

In its Code of Conduct, <strong>Meyer</strong> <strong>Burger</strong> has constituted rules that govern interactions<br />

with people inside and outside of the Group. All of our employees throughout the world are<br />

bound by this Code of Conduct. <strong>Meyer</strong> <strong>Burger</strong> is committed to equal opportunities, an open<br />

and friendly working environment, transparency and respect.<br />

We regard team spirit and individual responsibility as key elements for good, sustainable<br />

corporate development. The company fights all forms of discrimination and adheres<br />

strictly to the national and international legislations that are relevant to the Group.<br />

The Code of Conduct contains principles and guidelines on cooperation within <strong>Meyer</strong><br />

<strong>Burger</strong> Group, on equality of opportunity for our employees, against mobbing or harrassment<br />

in the workplace, on behaviour in respect of contracted partners and customers, on the confidentiality<br />

of business secrets and information, and on obligations to report any kind of abuse.<br />

In the event of uncertainty or doubt, line managers, the Code of Conduct Officer or a member<br />

of the Executive Board may be approached for advice or support at any time.<br />

For the Board of Directors and the Executive Board, this Code of Conduct and strict<br />

compliance with the guidelines are of paramount importance. For this reason, in 2007 the<br />

Board of Directors appointed the company’s Chief Financial Officer, Michel Hirschi, as the<br />

direct Code of Conduct Officer.<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Environment<br />

Through the involvement in the value chain of photovoltaics, our Group is closely<br />

tied to the ecological benefits of using solar cells as a source of electricity and energy. In our<br />

production processes, we take care not to use hazardous substances or pollutants, wherever<br />

possible. During fiscal year <strong>2010</strong>, the electricity consumption of the entire Group amounted<br />

to 9.1 million kWh.<br />

On 10 January 2011, we were able to celebrate the ground­breaking ceremony<br />

for the new corporate headquarters of MB Wafertec in Thun. This site will comprise a<br />

newly constructed production and office facility for 600 to 700 employees. Construction of<br />

the first stage is scheduled for completion by the end of Q1 2012. The design is based on the<br />

latest innovations in building construction and energy management, and targets most optimised<br />

energy efficiency. In comparison with the currently leased manufacturing and office<br />

facilities, which are spread over 15 different buildings throughout the region, we anticipate<br />

that the new site will lead to a significant reduction in our average energy consumption from<br />

2013 onwards. The basic objective is to keep energy consumption as low as possible, while<br />

also striving to recover as much energy as we can. We will set precise targets for the site at<br />

the end of 2012, once the buildings have been completed and are in use.<br />

Social role as an employer<br />

<strong>Meyer</strong> <strong>Burger</strong> provides a technological and creative working environment. In the<br />

past four years, our company has grown from a pure specialist of highly innovative sawing<br />

machines with annual sales of CHF 83 million and 284 employees in 2006, to a global technology<br />

group with sales of CHF 826 million and 1,276 employees (FTE) in <strong>2010</strong>. This tremendous<br />

growth presents our Group and our staff with new challenges, for example in rapid adjustment<br />

to changing corporate structures, increased production output, improvements to<br />

our products through research and development, and in training and continuing professional<br />

development.<br />

However, the dynamic growth also opens up new opportunities and horizons. We<br />

foster a corporate culture in which everyone can make a personal contribution. Our company<br />

thrives from the pioneering spirit, creativity and outstanding commitment of our staff. Our<br />

streamlined organisational structure and short decision­making paths serve to promote a<br />

common understanding of personal and entrepreneurial responsibility on the part of management<br />

and the workforce as a whole.<br />

We want to be an employer that attracts outstanding talents from the market. We<br />

offer our employees fair and competitive salaries, good social benefits, and promote targeted<br />

training and development. Our corporate culture is characterised by technology, openness,<br />

transparency, team spirit and responsibility.<br />

29


30<br />

Development of personnel<br />

since 2007<br />

Number of employees (FTEs)<br />

1400<br />

1200<br />

1000<br />

800<br />

600<br />

400<br />

200<br />

0<br />

2007<br />

2008<br />

2009<br />

<strong>2010</strong><br />

More than 1,500 employees<br />

More than 1,500 people were working on innovative products and solutions at our sites<br />

across the world, at the end of <strong>2010</strong>. The number of employees on permanent contracts rose<br />

by around 73% year­on­year, to a total of 1,311 people (1,276 FTEs). Of these, 311 FTEs were<br />

added by the merger with 3S Group at the beginning of January <strong>2010</strong> and the takeover of<br />

the SGS companies in the USA in November <strong>2010</strong>. The remaining 227 positions were newly<br />

created jobs, mainly in production, research and development, and in the after­sales services<br />

in our service companies.<br />

In order to avoid capacity constraints in production and logistics, we also hired an<br />

increasing number of temporary staff during the second half of <strong>2010</strong>. In addition to its permanent<br />

workforce, as of 31 December <strong>2010</strong>, the Group also employed 225 people on a temporary<br />

basis (year­end 2009: 10 temporary employees).<br />

Workforce<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Employees (FTEs) <strong>2010</strong> 2009 2008 2007<br />

Total at year-end<br />

1 276 738 630 379<br />

Production, Logistics 654 370 360 224<br />

Research, Development 197 137 95 56<br />

Sales, Services 299 156 125 71<br />

Finance, Administration 126 75 50 28<br />

Training and Personnel Development<br />

The sustainable and systematic development of our employees’ occupational skills is a core<br />

focus of our Human Resources policy. We firmly belief that this approach also allows us to<br />

strengthen the competitive position of our company. In order to be able to enhance our<br />

employees’ full potential, we put great value to continuing professional development. We<br />

support a broad range of in­house and external training opportunities, ranging from apprenticeship<br />

training courses to individually tailored management seminars and vocational training<br />

programmes. On­the­job training is another important instrument of our personnel development<br />

programme.<br />

<strong>Meyer</strong> <strong>Burger</strong> has been active in basic vocational training under the various systems<br />

that exist in different countries and has been training young people in commercial careers<br />

and, in particular, in technical vocations for many years. We offer internships to students from<br />

the Swiss Federal Institute of <strong>Technology</strong> (ETH) and universities, to give them their first experiences<br />

of working in the industry. In <strong>2010</strong>, the Group companies based in Switzerland offered<br />

34 vocational training places; two further apprenticeships were offered by subsidiaries in<br />

Germany. In Switzerland, trainees make up 5% of the total workforce. These apprenticeships<br />

were spread over four occupational groups—fitter, automation mechanic, design engineering<br />

and commercial. In <strong>2010</strong>, we received approval to add apprenticeships in IT and logistics to<br />

these four groups. This means that in the current reporting period 2011, we are able to offer<br />

apprenticeships in six different training professions and trades in Switzerland.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 31<br />

Employees


32<br />

Employee structure<br />

by region<br />

in <strong>2010</strong><br />

Switzerland 51%<br />

Europe (excl. Switzerland) 22%<br />

Employees<br />

in <strong>2010</strong><br />

Male 85%<br />

Female 15%<br />

Asia 10%<br />

USA 17%<br />

Talent Management<br />

A key strategy in our HR policy is to fill vacancies in key leadership and management posi­<br />

tions with internal candidates, wherever possible. We support this training of the next gener­<br />

ation of managers with our own specific management development process. In <strong>2010</strong>, 82%<br />

of all senior management vacancies (Executive Managements in the subsidiaries) were filled<br />

by internal candidates.<br />

Management training<br />

During <strong>2010</strong>, we conducted several leadership workshops and management development<br />

seminars for the benefit of our managers. About 100 managers throughout the Group participated<br />

in two separate leadership workshops in April and September. The aim of these seminars<br />

was to strengthen a shared management culture within <strong>Meyer</strong> <strong>Burger</strong> and to improve<br />

the skills of our managers at all levels. The interconnection of our various group companies –<br />

as a key factor for the success of <strong>Meyer</strong> <strong>Burger</strong> – was a further priority in the second workshop.<br />

Long-term partnerships with customers and suppliers<br />

The commercial success of <strong>Meyer</strong> <strong>Burger</strong> Group is based on the confidence of our<br />

customers and on supplier relationships that are nurtured on a foundation of partnership. Our<br />

technology companies have earned the confidence of their customers through the reliability<br />

of their products, high standards of quality, excellent services and personal relationships<br />

based on fairness.<br />

Our focus on the entire value chain in photovoltaics means that we can continuously<br />

develop technical innovations and align products and technologies at the different<br />

process stages in wafer, cell and module production in such a way that our customers’<br />

manu facturing costs and their cost of ownership are continually reduced.<br />

To ensure the expansion of our production capacities, we are reliant on timely deliv­<br />

eries of pre­fabricated components and on the integration of our key suppliers into our<br />

internal logistics processes. Therefore, we also strive to maintain open communication chan­<br />

nels with our suppliers, and to develop long­term business relationships based on mutual<br />

partnership.<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Occupational safety, quality management<br />

Occupational safety, accident prevention in the workplace and looking after our<br />

employees’ health is very important to us. <strong>Meyer</strong> <strong>Burger</strong> has issued clear safety rules for visitors<br />

and employees in its production and logistics operations. Our staff receive regular training<br />

in accident prevention, and are provided with written documentation and the opportunity<br />

to attend information events. In production and logistics environments, we provide employees<br />

with specific training for dealing with cranes, fork­lifts and special tools that are used in<br />

the process of packing machinery for shipping, such as nail guns for example.<br />

In addition to providing every employee with thorough instruction, we also carry out<br />

regular safety reviews so that any potential hazards can be detected at an early stage and<br />

eliminated without delay. Thanks to this comprehensive approach to health and safety, <strong>Meyer</strong><br />

<strong>Burger</strong> Group once again recorded an exceptionally low figure of 0.72% (2009: 0.98%) for<br />

absences caused by occupational accidents in <strong>2010</strong> (measured as a proportion of total output).<br />

The entire <strong>Meyer</strong> <strong>Burger</strong> Group operates on the basis of high quality standards, as<br />

reflected in its products, services and solutions. By means of clearly defined quality management,<br />

our Group companies ensure that we can fulfil our customers’ requirements in terms<br />

of product safety and deadlines. Workflows and structures are updated regularly and documented<br />

accordingly, with employees having direct access to those documents at all times.<br />

The largest subsidiary in terms of production, MB Wafertec, has integrated occupational<br />

health and safety into its management system, and has been awarded certification of<br />

compliance with OHSAS 18001:2007 (Occupational Health and Safety Management System)<br />

and ISO 14001:2007 (Environmental Management). In addition, MB Wafertec, 3S Modultec<br />

and 3S Photovoltaics are all certified as compliant with ISO 9001:2008 (Quality Management).<br />

33


34<br />

Milestones<br />

<strong>2010</strong> Acquisition of SGS Slicing Solutions, Inc., Colombia, New Jersey, USA, and of SGS<br />

Machine Tool, LLC, Hillsboro, Oregon, USA, two long­standing strategic sales and service<br />

partners, by means of an asset purchase agreement<br />

Acquisiton of the remaining 34% share capital of Hennecke (Hennecke Systems GmbH)<br />

Merger with 3S Industries Ltd, the leading provider of manufacturing equipment and<br />

entire production lines for the manufacturing of solar modules, with its centres of excellence<br />

3S Modultec (laminating), Somont (electrical cell connection, soldering process),<br />

Pasan (testing and measuring of solar cells and modules) and 3S Photovoltaics (solar<br />

systems for façades, roofs, shading).<br />

2009 Market launch of the BrickMaster for cutting multi­crystalline silicon ingots into square<br />

bricks<br />

Acquisition of business activities of Diamond Wire (Diamond Materials Tech, Inc.,<br />

Colorado Springs, USA − producer of diamond wire)<br />

Acquisition of the remaining 49% share capital of AMB Automation (AMB Apparate +<br />

Maschinenbau GmbH)<br />

Strategic cooperation with OC Oerlikon Balzers Ltd for the distribution and further development<br />

of the Solaris systems used for the coating of crystalline solar silicon cells<br />

2008 Acquisition of majority participations in Hennecke (Hennecke Systems GmbH – precision<br />

measurement and sorting systems for solar wafers) and AMB Automation (AMB<br />

Apparate + Maschinenbau GmbH − wafer handling and automation technologies)<br />

2007 Market launch of a fully automated and integrated brick line for mono­crystalline and<br />

multi­crystalline silicon bricks<br />

2006 Holding name changed to <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd, incorporated in Baar, Switzerland<br />

Initial Public Offering on 23 November 2006 on SIX Swiss Exchange<br />

2005 Market launch of wire saw DS 264<br />

Joint venture with SiC Processing (Wuxi) Ltd., Wuxi, China<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

2004 Market launch of band saw with rotating clamping table BS 805 for solar industry and<br />

of wire saw DS 265<br />

2003 Market launch of diamond wire saws in cooperation with Diamond Wire (Diamond Wire<br />

<strong>Technology</strong>, Inc.), USA<br />

Foundation of subsidiaries in China and Japan, positioning in the Asian markets<br />

Entering the Russian market through agreement with sales agent High Tech Solutions,<br />

Moscow<br />

Entering the Asian and American markets through cooperation with SiC to ensure<br />

slurry­recycling supply of <strong>Meyer</strong> <strong>Burger</strong> customers


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

2002 Launch of wire saw DS 261, specially targeted at 12’’ semiconductor industry<br />

Further development of band saw BS 800 into BS 801<br />

2000 Market launch of the first wire saw DS 262, which was specifically targeted at the solar<br />

industry<br />

1999 Incorporation of <strong>Meyer</strong> & <strong>Burger</strong> Holding Ltd, incorporated in Zug, Switzerland<br />

Market launch of the first band saw BS 800 for solar industry and of wire saw DS 261<br />

for semiconductor industry<br />

1998 Development of band saw for wafer mass production<br />

1992 Market launch of ID saw TS 207<br />

1991 Market launch of wire saw DS 260<br />

1985 Market launch of OD saw TS 121<br />

1980 Development of a saw based on wire saw technology<br />

1977 Market launch of ID saw TS 23<br />

Starting 1970 Development of ID saw and start of cutting of silicon wafers for the semiconductor<br />

industry<br />

1960 Market launch of OD saw TS 3<br />

1953 Foundation of <strong>Meyer</strong> & <strong>Burger</strong> Ltd<br />

35


36 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Corporate Governance<br />

<strong>Meyer</strong> <strong>Burger</strong> is fully committed to good Corporate Governance.<br />

The Company relies on the recommendations of the Swiss Code of Best Practice for Corporate<br />

Governance by Economiesuisse and adheres to the standards of the directive on<br />

information relating to Corporate Governance by SIX Swiss Exchange, if applicable and<br />

significant to <strong>Meyer</strong> <strong>Burger</strong>.<br />

1. Group structure and shareholders<br />

1.1 Group structure<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd (subsequently referred to as “the Company”) is a holding com­<br />

pany organised in accordance with Swiss law and holds all companies belonging to the<br />

<strong>Meyer</strong> <strong>Burger</strong> Group either directly or indirectly.<br />

<strong>Meyer</strong> <strong>Burger</strong> Group is a leading and globally active technology group specialising in innovative<br />

systems and processes for cutting and handling crystalline and other high­grade mate r­<br />

ials. With its products and services, the Group covers different parts of the value chain in the<br />

solar (photovoltaic), semiconductor and optical industries. Until 14 January <strong>2010</strong>, the Group<br />

was operationally managed by the Executive Board (Chief Executive Officer, Chief Financial<br />

Officer).<br />

The Executive Board was extended as part of the merger between <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong><br />

Ltd and 3S Industries Ltd on 14 January <strong>2010</strong> (date of the Extraordinary Meeting of Shareholders).<br />

The operational Group structure is organised according to different areas of responsibilities<br />

of each member of the Executive Board. These responsibilities apply across the<br />

entire Group and on a global basis.<br />

− Chief Executive Officer<br />

Overall Operational Management, Strategy, Marketing & Sales, Corporate Communication,<br />

Human Resources<br />

− Chief Financial Officer<br />

Finance, Group Controlling, Treasury, Mergers & Acquisitions, Investor Relations,<br />

Tax & Legal, Group IT<br />

− Chief <strong>Technology</strong> Officer<br />

Management Research & Development, Deputy CEO<br />

− Chief Innovation Officer<br />

Planning, <strong>Technology</strong> Development along process chain, Control and Organisation<br />

of business processes


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 37<br />

1.2 Listed company<br />

The shares of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd, headquartered in Baar, Switzerland, are listed<br />

on SIX Swiss Exchange (Valor­No. 10850379, ISIN­No. CH0108503795). The ticker symbol<br />

is MBTN. <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd held 45,521 treasury shares as of 31 December<br />

<strong>2010</strong>. None of the other consolidated group companies held any shares in <strong>Meyer</strong> <strong>Burger</strong><br />

<strong>Technology</strong> Ltd. The market capitalisation of the Company reached CHF 1,328.8 million as of<br />

31 December <strong>2010</strong>.<br />

1.3 Non-listed companies<br />

The scope of consolidation includes non­listed companies, which are listed on page 80 in the<br />

financial section of this <strong>Annual</strong> <strong>Report</strong>.<br />

1.4 Significant shareholders<br />

The Company is aware of the following shareholders, who according to Article 20 SESTA<br />

(Stock Exchange Act) held more than 3% of the voting rights based on the outstanding share<br />

capital as of 31 December <strong>2010</strong>:<br />

Shareholder Voting rights<br />

Credit Suisse Asset Management Funds <strong>AG</strong>, CH­Zurich<br />

> 3%<br />

Gerhard Knoll, DE­Umkirch 1 > 3%<br />

Peter Pauli, CH­Möhlin 1 3.60%<br />

Swisscanto Asset Management <strong>AG</strong>, CH­Zurich > 3%<br />

The Capital Group Companies, USA­Los Angeles/CA > 3%<br />

Vontobel Fonds Services <strong>AG</strong>, CH­Zurich > 5%<br />

1 incl. employee shares in vesting period and employee options held<br />

Disclosure of shareholdings by various shareholders in accordance with Article 20 SESTA<br />

during fiscal year <strong>2010</strong>:<br />

– Eiger Investments, LLC (previously Diamond Wire <strong>Technology</strong>, LLC), USA­Colorado Springs<br />

Going below the 3% threshold limit as of 15 January <strong>2010</strong>, as a result of the capital<br />

increase in conjunction with the merger between <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd and 3S<br />

Industries Ltd (disclosed participation 2.1975%).<br />

– W+S Maschinenbau GmbH, DE­Freiburg<br />

Exceeding the 3% threshold limit as of 15 January <strong>2010</strong>, as a result of the merger between<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd and 3S Industries Ltd (disclosed participation 3.266%).<br />

Going below the 3% threshold limit as of 6 May <strong>2010</strong>, as a result of sale transactions (disclosed<br />

participation < 3%).<br />

– Peter Pauli, CH­Möhlin<br />

Going below the 5% threshold limit as of 15 January <strong>2010</strong>, as a result of the capital<br />

increase in conjunction with the merger between <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd and 3S<br />

Industries Ltd (disclosed participation including employee options held 4.1%).<br />

Market capitalisation CHF<br />

1,328.8 M


38 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

– Swisscanto Asset Management <strong>AG</strong>, CH­Zurich<br />

Exceeding the 3% threshold limit as of 15 January <strong>2010</strong>, as a result of the merger between<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd and 3S Industries Ltd (disclosed participation 3.11%).<br />

– Gerhard Knoll, DE­Umkirch<br />

Exceeding the 3% threshold limit as of 15 January <strong>2010</strong> through holding by Ernst Knoll<br />

Feinmechanik GmbH, DE­Umkirch (controlled by Gerhard Knoll), as a result of the merger<br />

between <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd and 3S Industries Ltd (disclosed participation<br />

including employee options held 3.83%).<br />

– <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd, CH­Baar<br />

Sale position of over 3% due to outstanding employee options (disclosed sale position<br />

3.95%). Employee options were granted in different years since 2006. The disclosure<br />

notice was filed on 21 July <strong>2010</strong>.<br />

– Credit Suisse Asset Management <strong>AG</strong>, CH­Zurich<br />

Exceeding the 3% threshold limit as of 17 September <strong>2010</strong>, as a result of purchase trans­<br />

actions (disclosed participation 3.26%).<br />

– Vontobel Fonds Services <strong>AG</strong>, CH­Zurich<br />

Going below the 5% threshold limit as of 14 October <strong>2010</strong>, as a result of sale transactions<br />

(disclosed participation 4.9958%). Exceeding the 5% threshold limit as of 20 October<br />

<strong>2010</strong>, as a result of purchase transactions (disclosed participation 5.018%).<br />

– The Capital Group Companies, Inc., USA­Los Angeles/CA<br />

Exceeding the 3% threshold limit as of 27 October <strong>2010</strong>, as a result of purchase transactions<br />

(disclosed participation 3.0261%).<br />

Details to the individual disclosure notices mentioned above are available on the website of<br />

SIX Swiss Exchange under the direct link<br />

http://www.six­swiss­exchange.com/shares/companies/major_shareholders_en.html<br />

1.5 Cross-shareholdings<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd does not have any cross­shareholdings with other companies<br />

as of 31 December <strong>2010</strong>.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 39<br />

2. Capital structure<br />

2.1 Capital structure as of 31 December <strong>2010</strong><br />

Ordinary share capital CHF 2 279 236.15 (registered in the commercial register: CHF 2 257 956.00)<br />

45 584 723 fully paid­in registered shares with a nominal value of CHF 0.05 each<br />

(registered in the commercial register: 45 159 120 registered shares)<br />

Conditional share capital CHF 181 232.35 (according to Articles of Association: CHF 202 512.50)<br />

3 624 647 registered shares with a nominal value of CHF 0.05 each for exercising<br />

of option rights granted to employees and members of the Board of Directors of the<br />

Company or of group companies (according to Articles of Association:<br />

CHF 4 050 250 registered shares)<br />

CHF 200 000.00<br />

4 000 000 registered shares with a nominal value of CHF 0.05 each<br />

for exercising of conversion and/or option rights in conjunction with convertible<br />

bonds, bonds with option rights or similar financial market instruments of the<br />

Company or of group companies<br />

Authorised share capital CHF 225 000.00<br />

4 500 000 registered shares with a nominal value of CHF 0.05 each<br />

issuance possible until 29 April 2012<br />

2.2 Conditional share capital<br />

In accordance with Article 3b of the Company’s Articles of Association, dated 29 April <strong>2010</strong>,<br />

the share capital may be increased by a maximum amount of CHF 202,512.50 by means of<br />

the issuance of no more than 4,050,250 fully paid­in registered shares with a nominal value<br />

of CHF 0.05 each, by virtue of the exercise of option rights granted to employees and members<br />

of the Board of Directors of the Company or of group companies in accordance with a<br />

plan to be worked out by the Board of Directors. The preferential rights of the shareholders<br />

shall be excluded.<br />

In accordance with Article 3c of the Company’s Articles of Association, dated 29 April <strong>2010</strong>,<br />

the share capital may be increased by a maximum amount of CHF 200,000.00 by means of<br />

the issuance of no more than 4,000,000 fully paid­in registered shares with a nominal value<br />

of CHF 0.05 each, by virtue of the exercise of conversion and/or option rights in conjunction<br />

with convertible bonds, bonds with option rights or similar financial market instruments of the<br />

Company or of group companies.<br />

The preferential rights of the shareholders shall be excluded in connection with the issuance<br />

of convertible bonds, bonds with option rights or other financial market instruments, which<br />

carry conversion and/or option rights. The then current owners of conversion and/or option<br />

rights shall be entitled to subscribe for the new shares.<br />

The acquisition of shares through the exercise of conversion and/or option rights and each<br />

subsequent transfer of the shares shall be subject to the restrictions set forth in Article 4 of<br />

the Articles of Association (in reference to limitations for registration in the share register).


40 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

The Board of Directors may limit or withdraw the right of the shareholders to subscribe in pri­<br />

ority to convertible bonds, bonds with option rights or similar financial market instruments<br />

when they are issued, if:<br />

1) the financial market instruments with conversion or option rights are issued in conjunction<br />

with the financing or refinancing of the acquisition of an enterprise or parts of an enterprise<br />

or with participations or new investments of the Company; or<br />

2) an issue by firm underwriting by a bank or a consortium of banks with subsequent offering<br />

to the public without preferential subscription rights seems to be the most appropriate<br />

form of issue at the time, particularly in terms of the conditions or the time plan of the<br />

issue.<br />

If advance subscription rights are denied by decision of the Board of Directors, the following<br />

shall apply:<br />

1) conversion rights may be exercisable only for up to 10 years, option rights only for up to<br />

7 years from the date of the respective issuance; and<br />

2) the respective financial market instruments must be issued at the relevant market conditions.<br />

2.3 Authorised share capital<br />

In accordance with Article 3a of the Articles of Association, dated 29 April <strong>2010</strong>, the Board of<br />

Directors is entitled to increase the share capital of the Company by not more than CHF<br />

225,000.00 until 29 April 2012 by virtue of the issuance of a maximum of 4,500,000 registered<br />

shares with a nominal value of CHF 0.05 each.<br />

The Board of Directors is entitled to limit or exclude the advance subscription rights of the<br />

shareholders and allocate them to third parties, if the new shares are to be used:<br />

1) for the acquisition of enterprises, parts of enterprises, participations or new investment<br />

plans;<br />

2) for the financing or refinancing of the acquisition of enterprises, parts of enterprises, participations<br />

or new investment plans; or<br />

3) for the placement of shares in the capital market.<br />

Shares, for which advance subscription rights have been granted but not exercised, should<br />

be used in the interests of the Company.<br />

The increase can take place by means of a firm underwriting and/or in partial amounts. The<br />

Board of Directors is entitled to set the issue price of the shares, the type of contribution, as<br />

well as the date of entitlement to dividends. Shares issued under these terms are subject to<br />

limitations for registration in the share register in accordance with Article 4 of the Articles of<br />

Association of the Company.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 41<br />

2.4 Changes in capital over the past three reporting years<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009 31.12.2008<br />

Share capital<br />

2 279 1 605 1 513<br />

Capital reserves 175 276 89 141 51 920<br />

Reserve for treasury shares 574 – –<br />

Profit 51 930 34 293 1 715<br />

Total equity 230 059 125 039 55 148<br />

2.4.1 Changes in capital during <strong>2010</strong><br />

In conjunction with the successful conclusion of the merger with 3S Industries Ltd, the<br />

Extraordinary Meeting of Shareholders held on 14 January <strong>2010</strong> approved a share split in a<br />

ratio of 1:10 and an ordinary increase in the share capital. The Board of Directors decided to<br />

implement the share capital increase of CHF 625,231.20 to CHF 2,229,763.70 (capital as in<br />

the commercial register) directly after the shareholders meeting.<br />

In the time span between 1 January – 14 January <strong>2010</strong>, 1,550 employee options (after the<br />

share split on 14 January <strong>2010</strong>: 15,500 options) were exercised and the ordinary share capital<br />

therefore increased by CHF 775.<br />

The capital increase was determined by the Board of Directors on 4 February <strong>2010</strong> and<br />

r egistered with the commercial register. As of 4 February <strong>2010</strong>, the ordinary share capital of<br />

the Company amounted to CHF 2,230,938.70 (44,618,774 registered shares with a nominal<br />

value of CHF 0.05 each). The conditional capital amounted to CHF 202,512.50 (4,050,250<br />

registered shares with a nominal value of CHF 0.05 each) for exercising of option rights<br />

granted to employees and members of the Board of Directors, and to CHF 150,000.00<br />

(3,000,000 registered shares with a nominal value of CHF 0.05 each) for exercising of conversion<br />

and/or option rights in conjunction with convertible bonds, bonds with option rights<br />

or similar financial market instruments. The authorised capital amounted to CHF 188,500.00<br />

(3,770,000 registered shares with a nominal value of CHF 0.05 each). Further details to<br />

the capital structure after the merger are available on page 30 of the <strong>Annual</strong> <strong>Report</strong> 2009.<br />

The <strong>Report</strong> is available on the Company website under: http://www.meyerburger.com/en/<br />

investor­relations/financial­reports/archive/<br />

In conjunction with the successful conclusion of the purchase contract for the remaining 34%<br />

participation in Hennecke Systems GmbH, the Company issued 540,346 registered shares<br />

on 22 April <strong>2010</strong> out of the existing authorised share capital at that time. The ordinary share<br />

capital increased by CHF 27,017.30 to CHF 2,257,956.00 (45,159,120 registered shares with<br />

a nominal value of CHF 0.05 each). At the same time, the authorised capital decreased by the<br />

corresponding amount of CHF 27,017.30 to CHF 161,482.70.<br />

The General Meeting of Shareholders on 29 April <strong>2010</strong> resolved, in line with the proposals of<br />

the Board of Directors, the following changes in capital:<br />

1) Increase of the conditional share capital for convertible bonds and/or bonds with options<br />

or other financial market instruments from previously existing CHF 150,000.00 (3,000,000<br />

registered shares) to CHF 200,000.00 (4,000,000 registered shares).


42 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

2) Continuation and a respective increase of the authorised share capital to CHF 225,000.00<br />

(4,500,000 registered shares), issuance possible until 29 April 2012.<br />

As a result of the exercise of options, the ordinary share capital increased until the end of fiscal<br />

year <strong>2010</strong> by CHF 21,280.15 (425,603 registered shares) to CHF 2,279,236.15 (45,584,723<br />

registered shares). The conditional share capital for exercising of option rights granted to employees<br />

and members of the Board of Directors decreased by the corresponding amount to<br />

CHF 181,232.35 (3,624,647 registered shares). The registration of the corresponding change<br />

has not been registered in the commercial register yet.<br />

2.4.2 Changes in capital during 2009<br />

In conjunction with the successful conclusion of the purchase contract for the business ac­<br />

tivities of Diamond Wire <strong>Technology</strong>, LLC, the Company issued a total of 163,000 registered<br />

shares out of the existing authorised share capital in September 2009. As a result, the ordinary<br />

share capital of the Company increased by CHF 81,500.00 to CHF 1,594,595.00 and the<br />

authorised share capital decreased to CHF 188,500.00.<br />

As a result of the exercise of 19,875 employee options between 1 January and 16 December<br />

2009, the conditional share capital for exercising of option rights granted to employees and<br />

members of the Board of Directors decreased as of 16 December 2009 from CHF 213,625.00<br />

to CHF 203,687.50. The ordinary share capital increased by CHF 9,937.50 from CHF<br />

1,594,595.00 to CHF 1,604,532.50. The registration of the change in the Articles of Association<br />

in the commercial register was done on 17 December 2009.<br />

Between 17 December 2009 and 31 December 2009, an additional 800 employee options<br />

were executed. The conditional share capital for exercising of option rights granted to employees<br />

and members of the Board of Directors decreased as of 31 December 2009 from<br />

CHF 203,687.50 to CHF 203,287.50. The ordinary share capital increased by CHF 400.00<br />

from 1,604,532.50 to CHF 1,604,932.50. The registration of the corresponding change in the<br />

commercial register was done, together with the change in capital in conjunction with the<br />

merger with 3S Industries Ltd, on 15 January <strong>2010</strong>.<br />

2.4.3 Changes in capital during 2008<br />

In conjunction with the successful conclusion of the purchase contracts for the acquisition of<br />

majority stakes in AMB Apparate + Maschinenbau GmbH and in Hennecke Systems GmbH,<br />

the Company issued a total of 63,440 registered shares out of the existing authorised share<br />

capital in January and February 2008, respectively. As a result, the ordinary share capital of<br />

the Company increased by CHF 31,720.00 to CHF 1,511,720.00 and the authorised share<br />

capital decreased to CHF 263,280.00.<br />

The General Meeting of Shareholders on 8 May 2008 resolved, in line with the proposals of<br />

the Board of Directors, the following changes in capital:<br />

1) Increase of the conditional share capital for exercising of option rights granted to employees<br />

and members of the Board of Directors of the Company or of group companies from<br />

previously existing CHF 145,000.00 to CHF 215,000.00.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 43<br />

2) Creation of new conditional share capital for convertible bonds and/or bonds with options<br />

or other financial market instruments of CHF 150,000.00.<br />

3) Continuation and a respective increase of the authorised share capital of previously existing<br />

CHF 263,280.00, issuance possible until 28 September 2008, to CHF 270,000.00 and<br />

issuance possible until 8 May <strong>2010</strong>.<br />

As a result of the exercise of 2,750 employee options, the conditional share capital for exercising<br />

of option rights granted to employees and members of the Board of Directors has<br />

decreased to CHF 213,625.00 since the General Meeting of Shareholders was held on 8 May<br />

2008. The ordinary share capital has increased by the respective amount of CHF 1,375.00 to<br />

CHF 1,513,095.00. The corresponding changes in the Articles of Association were registered<br />

in the commercial register as of February 2009.<br />

2.5 Shares<br />

The share capital of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd, as of 31 December <strong>2010</strong>, was divided into<br />

45,584,723 registered shares (number of registered shares reflected in the commercial register<br />

as of 31.12.<strong>2010</strong> was 45,159,120) with a nominal value of CHF 0.05 each. All shares are<br />

fully paid­in. Each share is entitled to one vote. All shares are entitled to dividends. The Company<br />

recognises only one entitled party for each share. A share register is kept on the shares<br />

issued, in which the owners, usufructuaries and nominees of the registered shares are entered<br />

along with the name, domicile, address and nationality. The entry in the share register<br />

depends on identification by means of transfer of the ownership interest or the creation of a<br />

usufruct in the correct form and in accordance with the Articles of Association. The Company<br />

will only consider as shareholders those, who are registered in the share register.<br />

2.6 Participation or bonus certificates<br />

The Company has neither participation nor bonus certificates outstanding.<br />

2.7 Limitations on transferability and nominee registrations<br />

As a matter of principle, the Articles of Association of the Company do not include any<br />

restrictions on transferability.<br />

– Acquirers of registered shares are entered into the share register upon request as shareholders<br />

with voting rights providing that they expressly declare that they have acquired<br />

these registered shares on their own behalf and for their own account.<br />

– The Board of Directors may enter nominees with up to a maximum of 3% of the registered<br />

share capital with voting rights in the share register. In accordance with this regulation,<br />

nominees are persons who do not expressly declare in the share register entry that they<br />

hold the shares for their own account and with whom the Board of Directors has entered<br />

into an agreement to this effect.<br />

– Beyond this limit, the Board of Directors can enter registered shares of nominees with voting<br />

rights in the share register, if the nominee in question states the name, address and<br />

shareholdings of those persons for whose account it holds 0.5% or more of the registered<br />

share capital as recorded in the commercial register.<br />

1 Share:<br />

1 Vote


44 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

– Legal entities or partnerships or other associations or joint ownership arrangements which<br />

are linked through capital ownership or voting rights, through common management or in<br />

like manner, as well as individuals, legal entities or partnerships (especially syndicates)<br />

which act in concert with intent to evade the entry restrictions are considered as one<br />

shareholder or nominee.<br />

– The entry restrictions also apply to registered shares that were purchased or acquired<br />

through the exercising of advance subscription rights, options or conversion rights.<br />

2.8 Convertible bonds, options, share participation programme<br />

As of 31 December <strong>2010</strong>, <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd did not have any convertible bonds<br />

outstanding.<br />

Option plan (until the end of fiscal year 2009)<br />

The Board of Directors of the Company has adopted an option plan in fiscal year 2006 for the<br />

members of the Board of Directors and the members of the Executive Board as well as for<br />

other key employees within the group. Based on this plan, the Board of Directors granted options.<br />

The options were granted free of charge and are non­transferable. Each option entitled<br />

to subscribe to a registered share (nominal value of CHF 0.05) in accordance with the conditions<br />

determined by the Board of Directors. After a defined vesting period, the options could<br />

be exercised during the exercise period but only, if a valid employment contract or Board<br />

membership existed. Options that have not been exercised will be forfeited after expiry of the<br />

exercise period.<br />

Outstanding options as of 31 December <strong>2010</strong>:<br />

Date of grant No. of options Exercise price Ratio Vesting period Exercise period<br />

12.09.2007 1 115 500 CHF 20.40 1 : 1<br />

2 years 14.09.2009–14.09.2011<br />

04.11.2008 1 324 700 CHF 15.37 1 : 1 2 years 04.11.<strong>2010</strong>–04.11.2012<br />

07.09.2009 1 526 200 CHF 19.50 1 : 1 2 years 07.09.2011–06.09.2013<br />

18.01.<strong>2010</strong> 2 234 821 CHF 1.12 1 : 1 2 years 01.09.2009–31.08.2011<br />

2 679 CHF 1.51 1 : 1 2 years 01.09.2009–31.08.2011<br />

20 532 CHF 1.81 1 : 1 2 years 14.01.<strong>2010</strong>–13.01.2012<br />

69 251 CHF 2.12 1 : 1 2 years 14.01.<strong>2010</strong>–13.01.2012<br />

33 611 CHF 2.12 1 : 1 2 years 14.01.<strong>2010</strong>–13.01.2012<br />

115 377 CHF 13.44 1 : 1 2 years 01.09.<strong>2010</strong>–31.08.2012<br />

136 117 CHF 19.04 1 : 1 2 years 01.09.2011–31.08.2013<br />

1 For the options that had been granted in the years 2007–2009 out of the option programme of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong><br />

Ltd, the number of options and the exercise prices were adjusted in January <strong>2010</strong> in the same ratio (1:10) as the share<br />

split of the registered shares took place (ratio of 1:10).<br />

2 On the date of the merger between the Company and 3S Industry Ltd on 15 January <strong>2010</strong>, 3S Industry Ltd had a total<br />

of 930,050 options outstanding, which were exercisable into one 3S share each. Out of this total, 625,100 of these options<br />

were directly exercisable, whereas 304,950 options were not exercisable yet. <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd allocated<br />

with effect from 14 January <strong>2010</strong>, out of the existing share capital of the Company, to the beneficiary owners of<br />

these options a corresponding amount of options exercisable into shares of the Company in accordance with the exchange<br />

ratio of 1.12:1 as agreed in the merger contract. The exercise price was adjusted taking into consideration the<br />

exchange ratio and the fact that the beneficiaries should not receive worse conditions than under the existing participation<br />

plans of 3S Industries.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 45<br />

The 1,578,788 options mentioned in the table correspond to 3.50% of the outstanding ordi­<br />

nary share capital of the Company as of 31 December <strong>2010</strong> (capital registered in the com­<br />

mercial register).<br />

Share participation programme (since fiscal year <strong>2010</strong>)<br />

The Board of Directors approved in December 2009 a new share plan (which was applied for<br />

the first time in fiscal year <strong>2010</strong>) for the members of the Board of Directors and members of<br />

the Executive Board as well as for other selected employees within the Group. The Board of<br />

Directors determines the individual participants of the plan at its own discrection. Shares may<br />

only be allocated to employees with an employment contract of indefinite term and in positions<br />

not under notice, and to serving members of the Board of Directors, who have not submitted<br />

their resignation.<br />

Each participant receives an individual offer letter, stipulating the number of offered shares<br />

being offered, the acquisition price per share, the payment conditions, the period within<br />

which the participant has to declare acceptance of the offer, as well as the (optional) retention<br />

periods. Within this acceptance period, the participant has to 1) declare acceptance of<br />

the offer, 2) declare, which retention period that was set by the Board of Directors, he/she<br />

wishes to be applied in acquiring the shares, 3) pay the full acquisition price for all shares,<br />

which the participant wishes to acquire. The shares, which the Board of Directors has allocated,<br />

have a vesting period of two years and an optional retention period that can be<br />

selected by the participant of either zero, three or five years (following the end of the vesting<br />

period). During the vesting period and the (optional) retention period, the participants cannot<br />

sell (in part or entirely), transfer, pledge or debit the shares in any form. Shares acquired under<br />

this plan forfeit in the event that the employee gives his/her notice or the Company ends the<br />

employment relationship prior to expiration of the vesting period (subject to special situations<br />

such as retirement, death or permanent incapacity for work due to invalidity, etc.). The same<br />

rule applies in the event of the voluntary resignation of a member of the Board of Directors (or<br />

de­selection by shareholders at a Meeting of Shareholders) prior to expiration of the vesting<br />

period.<br />

The Board of Directors is also entitled to set different modalities from the above mentioned<br />

conditions for participants domiciled outside of Switzerland. It will thereby aim for equal treatment<br />

of the participants taking into account the tax differences within the different states of<br />

domicile. (Slightly modified conditions are currently applied for employees in Germany (deferred<br />

acquisition of ownership, no optional retention period), the USA (no retention period)<br />

and in China and Spain, where employees have been offered so­called phantom­shares.)<br />

Under the share plan, the following number of shares was offered during fiscal year <strong>2010</strong>. The<br />

vesting period of these shares started on 1 December <strong>2010</strong>.<br />

Date of grant No. of shares Acquisition price Vesting period<br />

15.12.<strong>2010</strong><br />

134 230<br />

CHF 0.05<br />

01.12.<strong>2010</strong>–30.11.2012<br />

The 134,230 registered shares mentioned in the table correspond to 0.30% of the outstanding<br />

ordinary share capital of the Company as of 31 December <strong>2010</strong> (capital registered in the<br />

commercial register).


46 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

The total amount of share capital for the option and share participation programme together<br />

amounts to 3.80% of the outstanding ordinary share capital of the Company as of 31 December<br />

<strong>2010</strong>.<br />

3. Board of Directors<br />

The Company’s Board of Directors consisted of six members as of 31 December <strong>2010</strong>. As<br />

part of the merger with 3S Industries Ltd, Messrs. Rudolf Samuel Güdel, Rolf Wägli and Prof.<br />

Dr. Konrad Wegener were newly elected as members of the Board of Directors. Peter Pauli<br />

and Prof. Dr. Eicke Weber stepped down from the Board as of that date.<br />

Board of Directors as of 31 December <strong>2010</strong><br />

Name Born Position First elected Elected until <strong>AG</strong>M<br />

Peter M. Wagner<br />

1953 Chairman 2006 2012<br />

Dr. Alexander Vogel 1964 Vice Chairman 1999 2012<br />

Rudolf Samuel Güdel 1948 Member <strong>2010</strong> 2013<br />

Heinz Roth 1954 Member 2009 2012<br />

Rolf Wägli 1951 Member <strong>2010</strong> 2013<br />

Prof. Dr. Konrad Wegener 1958 Member <strong>2010</strong> 2013<br />

Peter M. Wagner<br />

Chairman, non executive member of the Board of Directors, German citizen<br />

Education Studies in mathematics and physics at the University of Mainz, DE­Mainz<br />

Degree in mathematics<br />

1978–1987 Software engineer at Alcatel SEL <strong>AG</strong> (previously Standard Elektrik Lorenz <strong>AG</strong>),<br />

DE­Stuttgart<br />

1987–1989 Assistant to the Chief Executive Officer of Alcatel SEL <strong>AG</strong>, DE­Stuttgart<br />

1989–1995 Head of Business Unit Product Strategies and Synergies, Head of Business Unit<br />

Telecommunications Systems at Alcatel SEL <strong>AG</strong>, DE­Stuttgart<br />

1995–1998 Managing Director at Wandel & Goltermann Management Holding GmbH,<br />

DE­Eningen<br />

1998 Chief Executive Officer of Wandel & Goltermann Management Holding GmbH,<br />

DE­Eningen<br />

1998–2000 Chief Executive Officer of Wavetek Wandel Goltermann GmbH, DE­Eningen, and<br />

President/CEO of Wavetek Wandel Goltermann, Inc., USA­Raleigh/NC<br />

2000–2004 Chief Executive Officer of debitel <strong>AG</strong>, DE­Stuttgart<br />

Since 2004 Independent business consultant, DE­Überlingen<br />

2007–2008 On ad interim basis: Head of Research & Development at <strong>Meyer</strong> <strong>Burger</strong> Ltd,<br />

CH­Thun<br />

Since <strong>2010</strong> On ad interim basis: Chief Operating Officer at AMB Apparate + Maschinenbau<br />

GmbH, DE­Langweid<br />

Since 1990, many mandates as a member of supervisory boards or in similar positions at various<br />

technology companies and organisations, including: Member of the Board of Directors<br />

of Deutsche Messe <strong>AG</strong>, DE­Hanover; member of the Chairmanship of DEKRA e.V., DE­Stutt­


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 47<br />

gart; member of the Main Board of Directors of the Bundesverband Informationswirtschaft,<br />

Telekommunikation und neue Medien e.V. (Federal Association of IT, Telecommunications<br />

and New Media), DE­Berlin (BITKOM), and President of the Verband der Anbieter von<br />

Telekommunikations­ und Mehrwertdiensten e.V. (Association of Telecommunications and<br />

Value­Added Services Providers), DE­Cologne/DE­Berlin (VATM); member of the Advisory<br />

Board of the Wissenschaftliche Institut für Kommunikationsforschung (Scientific Institute for<br />

Communications Research), DE­Bonn (WIK).<br />

Current mandates: Chairman of the Board of Directors of DAT<strong>AG</strong>ROUP IT Services Holding<br />

<strong>AG</strong>, DE­Pliezhausen; Chairman of the Board of Directors of KEYMILE International GmbH,<br />

AT­Vienna; Chairman of the Advisory Board of the Stiftung für konkrete Kunst (Foundation for<br />

Concrete Art), DE­Reutlingen.<br />

Details to the services as COO of AMB Apparate + Maschinenbau GmbH are available in<br />

Note 6.32.4 “Related party transactions” on page 133 of this <strong>Annual</strong> <strong>Report</strong>.<br />

Dr. Alexander Vogel, LL.M.<br />

Vice Chairman, non executive member of the Board of Directors, Swiss citizen<br />

Education Studies in business administration and law at the University of St. Gall, CH­St. Gall;<br />

Dissertation in the area of company and group law<br />

Research project of the national fund in the area of group law<br />

Licensed to practice law, licensed notary (Lucerne and Zug)<br />

Postgraduate studies (LL.M.) at Northwestern University in Chicago,<br />

USA­Chicago<br />

1992–1999 Associate at law firm meyerlustenberger in Zurich and Zug<br />

Activities in the areas of company and commercial law, as well as banking, financial<br />

and capital market law<br />

1994 Active for law firm Mayer Brown & Platt in Chicago, licensed to practice law in<br />

New York<br />

Since 2000 Partner at law firm meyerlustenberger in Zurich and Zug, Head Practise Group<br />

commercial and financial market law, various publications and lectures in commercial<br />

and financial market law<br />

Member of the Board of Directors of various medium­sized companies in Switzerland. Member<br />

of the Board and Secretary of the Swiss Association of Investment Companies (SAIC). No<br />

significant official functions or political offices.<br />

<strong>Meyer</strong> <strong>Burger</strong> obtains consultancy services in legal cases from various law firms, including<br />

meyerlustenberger, in which Dr. Vogel is one of several partners. The Executive Board generally<br />

decides on awarding mandates to external lawyers without consulting the Board of Directors.<br />

Further details are available in Note 6.32.4 “Related party transactions” on page 133 of<br />

this <strong>Annual</strong> <strong>Report</strong>.


48 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Rudolf Samuel Güdel<br />

Non executive member of the Board of Directors, Swiss citizen<br />

Education Studies in machinery construction at the Federal Institute of <strong>Technology</strong> (ETH)<br />

Zurich, CH­Zurich<br />

Master degree on thermal machines (Professor Traupel)<br />

1970 Exchange semester in Korea and practical training in a South Korean power plant<br />

1972 Training to Officer of Swiss Army<br />

1973–1979 Efficiency engineer and Assistant to the Manager at the 135­MW­power plant<br />

of Alusuisse aluminium plant in Northern Territory, Australia<br />

Since 1979 Owner and Delegate of the Board of Directors at Güdel Group Ltd (robotic and<br />

automation) and Chief Executive Officer of Güdel Ltd, CH­Langenthal<br />

Member of the Board of Directors of 3S Industries Ltd until the merger with <strong>Meyer</strong> <strong>Burger</strong><br />

<strong>Technology</strong> Ltd. Member of the Board of Directors of VDMA Sector Robotics and Visions,<br />

DE­Frankfurt. Founding member of EUnited, BE­Bruxelles. Member of the Advisory Board of<br />

University of Applied Science in CH­Berne (BUAS). No further Board of Directors memberships<br />

or consultancy activities for important Swiss or foreign organisations. No significant official<br />

functions or political offices.<br />

The Company procures services from/performs services to Güdel Group. The Executive<br />

Board generally decides on the size of cooperation with Güdel Group without consulting the<br />

Board of Directors. Further details are available in Note 6.32.4 “Related party transactions”<br />

on page 133 of this <strong>Annual</strong> <strong>Report</strong>.<br />

Heinz Roth<br />

Non executive member of the Board of Directors, Swiss citizen<br />

Education Business School, Swiss Certified Banker, Graduate of Swiss Banking School<br />

1977–2002 Various management positions (international and within Switzerland) at Credit<br />

Suisse Group, including Key Account Manager Corporate Banking, Head<br />

Region Zurich North­West, Member of the Executive Board of Credit Suisse<br />

Private Banking and Head Central/Northern/and Eastern Europe, Member of<br />

the Executive Board of Credit Suisse Financial Services and CEO Private<br />

Banking Switzerland<br />

2002 Executive Program at Stanford University<br />

Since 2003 Independent business consultant specialised on the financial sector (mandates<br />

as member of the Board of Directors and mandates on a project basis)<br />

Member of the Board of Directors of Vontobel Holding Ltd, CH­Zurich, and of Bank Vontobel<br />

Ltd, CH­Zurich, from 2004 until 2009 (Member of Audit Committee, Chairman of IT Committee).<br />

Member of the Board of Directors of Walter Meier Ltd, CH­Schwerzenbach (Chairman<br />

of Audit Committee). Member of the Board of Directors of Banca Arner SA, CH­Lugano.<br />

Member of the Board of Directors of various non listed companies in Switzerland and member<br />

of different foundation boards. President of the foundation Davos Festival. No significant<br />

official functions or political offices.<br />

No significant business relationship with the Company or one of its group companies.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 49<br />

Rolf Wägli<br />

Non executive member of the Board of Directors, Swiss citizen<br />

Education Business School, Swiss Certified Banker<br />

1976–1990 Activities in Investment Banking and Private Banking with broad international<br />

experience, including ten years in management capacities. Positions in Switzerland<br />

and internationally at Credit Suisse, Bank Cantrade, Rothschild, Interallianz­Bank,<br />

Grindlays and at the Swiss Banking Institute Zurich<br />

Since 1990 Independent asset manager (R. Wägli & Cie Ltd) for international private clients<br />

Since 2000 Founder and Chairman of the Board of Directors of New Value Ltd, CH­Zurich, a<br />

private equity investment company, listed on the SIX Swiss Exchange<br />

2003–2009 Chairman of the Board of Directors of 3S Industries Ltd, CH­Lyss<br />

Member of the Board of Directors of 3S Industries Ltd (Chairman) until the merger with <strong>Meyer</strong><br />

<strong>Burger</strong> <strong>Technology</strong> Ltd. Chairman of the Board of Directors of New Value Ltd, Zurich. Member<br />

of the Board of Directors of various medium­sized companies in Switzerland. No significant<br />

official functions or political offices.<br />

No significant business relationships with the Company or one of its group companies.<br />

Prof. Dr. Konrad Wegener<br />

Non executive member of the Board of Directors, German citizen<br />

Education Studies in machinery construction and doctorate in the equation of material<br />

behaviour of plastics at the Technische Universität (TU) Braunschweig,<br />

DE­Braunschweig<br />

1990–1999 Schuler Pressen GmbH & Co. KG, DE­Göppingen<br />

Tasks in restructuring the construction departments<br />

Head of project planning for series machines<br />

Divisional Head of technical services<br />

Preparation of Schuler’s engagement in laser technology<br />

1999–2003 Technical CEO of Schuler Laser <strong>Technology</strong>, DE­Heusenstamm. Development<br />

and construction of large­scale welding installations for the ship building and<br />

aviation industries, as well as welding and cutting equipment for applications<br />

in the construction of vehicle bodywork and fabric cutting machinery<br />

Lecturer on tensor calculation and continuum mechanics at TU Braun schweig,<br />

and on metal forming technology and machinery in Darmstadt<br />

Since 2003 Professor for production technology and tool machinery at the Federal Insti­<br />

tute of <strong>Technology</strong> (ETH) Zurich, CH­Zurich<br />

Head of the IWF (Institute for tool machinery and production) as well as inspire<br />

Ltd, a transfer centre for production technology at the ETH Zurich<br />

Member of the Board of Directors of 3S Industries Ltd until the merger with <strong>Meyer</strong> <strong>Burger</strong><br />

<strong>Technology</strong> Ltd. Member of the Board of the Swiss Association for Welding <strong>Technology</strong>,<br />

member and Delegate of the Board of Directors of inspire Ltd, Zurich. No significant official<br />

functions or political offices.<br />

No significant business relationship with the Company or one of its group companies.


50 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Executive activities for the Company or one of its group companies<br />

The non executive members of the Board of Directors, Dr. Alexander Vogel, Rudolf Samuel<br />

Güdel, Heinz Roth, Rolf Wägli, and Prof. Dr. Konrad Wegener have never been members of<br />

the Executive Board of the Company or one of the group companies. Peter M. Wagner acted<br />

as Head of Research & Development at <strong>Meyer</strong> <strong>Burger</strong> Ltd on an ad interim basis from July<br />

2007 until mid­December 2008 and has been acting as COO of AMB Apparate + Maschinenbau<br />

GmbH since May <strong>2010</strong>.<br />

3.1 Elections and terms of office<br />

In accordance with the Articles of Association of the Company, the Board of Directors con­<br />

sists of one or more members. The members of the Board of Directors are elected individu­<br />

ally for a term of office of three years up to and including the next <strong>Annual</strong> General Meeting.<br />

Re­election is possible. The term of office of a member of the Board of Directors will, however,<br />

end irrevocably on the date of the <strong>Annual</strong> General Meeting following the 70th birthday<br />

of the particular member of the Board of Directors.<br />

At the Extraordinary Meeting of Shareholders, held on 14 January <strong>2010</strong>, Messrs Rudolf<br />

Samuel Güdel, Rolf Wägli and Prof. Dr. Konrad Wegener were newly elected as members of<br />

the Board of Directors (in individual elections) for a term of office of three years. Peter Pauli<br />

and Prof. Dr. Eicke Weber, previously members of the Board of Directors, had agreed to step<br />

down from the Board as per 14 January <strong>2010</strong>, if the merger with 3S Industries Ltd became<br />

effective.<br />

3.2 Internal organisation<br />

The Board of Directors constitutes itself. It shall choose a Chairman, one or more Vice Chair­<br />

man, the members of the Committees and a Secretary. The latter need not be a member of<br />

the Board of Directors. If the CEO is a member of the Board of Directors, he will take the role<br />

as Delegate of the Board of Directors. Peter M. Wagner has been in office as Chairman of the<br />

Board of Directors since September 2006, Vice Chairman is Dr. Alexander Vogel.<br />

The Board of Directors holds ordinary Board meetings at least four times per year (usually at<br />

least one meeting per quarter). Additional meetings are held as often as necessary. The<br />

meetings of the Board of Directors usually last between half a day to an entire day. In fiscal<br />

year <strong>2010</strong>, the Board of Directors held six Board meetings, one telephone conference and<br />

passed two resolutions by means of circular resolution. The CEO and the CFO participated<br />

at five of the meetings.<br />

The Board of Directors can introduce permanent or ad hoc Committees for the preparation<br />

of individual resolutions, for the performance of certain control functions, or for other special<br />

tasks. The Committees do not have decision authority, except for special decisions by the<br />

Board of Directors in particular cases.<br />

The Board of Directors formed three permanent Committees, the Risk & Audit Committee,<br />

the Nomination & Compensation Committee and the Mergers & Acquisitions Committee. The<br />

duration of the Committee meetings depends on the issues discussed.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 51<br />

In addition, the Board of Directors formed a Construction Committee, which accompanies<br />

the construction planning of the new headquarters of MB Wafertec (<strong>Meyer</strong> <strong>Burger</strong> Ltd).<br />

Furthermore, the Board of Directors formed a <strong>Technology</strong> Advisory Board in fiscal year <strong>2010</strong>.<br />

The duration of the meetings of the Construction Committee and of the <strong>Technology</strong> Advisory<br />

Board depends on the issues discussed.<br />

3.3 Risk & Audit Committee<br />

Committee members during fiscal year <strong>2010</strong>: Heinz Roth (Chairman), Peter M. Wagner and<br />

Dr. Alexander Vogel.<br />

The R&A Committee is responsible for the arrangement of accounting, the monitoring of the<br />

assessment of risks within the group and the internal control system IKS. The Committee is<br />

also responsible for the inspection of the annual financial statements and of other financial<br />

information, of insurances, business activities with regard to compliance, the services, inde­<br />

pendence and fees of the auditors and their recommendations, as well as the services and<br />

fees for consulting mandates.<br />

The Committee meets as often as business requires, but at least three times a year. The Chief<br />

Financial Officer usually participates in these meetings. Other members of the Board of Directors,<br />

the Chief Executive Officer or other members of the Executive Board, representatives of<br />

the external auditors or other specialists may also be invited to these meetings. The decision<br />

thereto is with the Chairman of the R&A Committee. The appointment of assignments to third<br />

parties requires the approval of the Board of Directors or, in urgent cases, of the Chairman of<br />

the Board of Directors. The Committee meets at least twice per year with representatives of<br />

the external auditors. During the length of such a meeting with the auditors none of the members<br />

of the Executive Board shall be present.<br />

In fiscal year <strong>2010</strong>, the R&A Committee held three meetings which lasted between 3.5 to 5<br />

hours, and there were five telephone conferences. The CFO participated at all the meetings<br />

and at two of the telephone conferences. The external auditors participated at two of the<br />

meetings. No other external advisors participated in any of the meetings.<br />

3.4 Nomination & Compensation Committee<br />

Committee members during fiscal year <strong>2010</strong>: Rolf Wägli (elected as Chairman at the<br />

Board meeting on 25 February <strong>2010</strong>, assumed role as Chairman on 24 March <strong>2010</strong>), Rudolf<br />

Samuel Güdel, Dr. Alexander Vogel (Chairman until 24 March <strong>2010</strong>) and Peter M. Wagner.<br />

The N&C Committee is in charge of the process for the selection of new members of the<br />

Board of Directors and the application process for new members of the Board of Directors<br />

and the Executive Board. In addition, the Committee proposes the compensation for the<br />

members of the Board of Directors and the Committees of the Board of Directors, as well as<br />

for the members of the Executive Board. Finally, the Committee is responsible for the inspection,<br />

proposal and monitoring of the implementation of option and share participation plans,<br />

as well as for the planning of successors at the highest level of management.


52 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

The Committee meets as often as business requires (usually at least four times per year). The<br />

Chairman of the Committee can invite members of the Executive Board, members of the<br />

management of significant subsidiaries or third parties to the meetings. The appointment of<br />

assignments to third parties requires the approval of the Board of Directors or the Chairman<br />

of the Board of Directors.<br />

In fiscal year <strong>2010</strong>, the N&C Committee held seven meetings and three telephone conferences.<br />

The CEO and the CFO participated at one of the meetings. No external advisors participated<br />

in any of the meetings.<br />

3.5 Mergers & Acquisitions Committee<br />

Committee members during fiscal year <strong>2010</strong>: Peter M. Wagner (Chairman), Heinz Roth,<br />

Dr. Alexander Vogel and Rolf Wägli.<br />

The M&A Committee is responsible for the preliminary evaluation of material investments (notably<br />

purchases of companies) and divestments. It is also responsible for the monitoring and,<br />

if needed, the support of the Executive Board in terms of preparation, valuation and pricing,<br />

and negotiations in conjunction with investments/divestments and important financial transactions.<br />

In addition and whenever needed, the M&A Committee will support the Executive<br />

Board in the implementation and integration of investment projects.<br />

The Committee meets as often as business requires. The CEO and if possible the CFO usually<br />

participate at the meetings of the M&A Committee. The Chairman of the Committee can<br />

invite other members of the Board of Directors, other members of the Executive Board, other<br />

members of the management of significant subsidiaries or third parties to the meetings. The<br />

appointment of assignments to third parties requires the approval of the Board of Directors<br />

or the Chairman of the Board of Directors.<br />

In fiscal year <strong>2010</strong>, the M&A Committee held one meeting and four telephone conferences.<br />

The CEO participated at each of the telephone conferences, the CFO at the one meeting and<br />

at three of the telephone conferences. The Committee has selectively invited external advisors<br />

to support them in certain projects.<br />

3.6 Construction Committee<br />

Committee members during fiscal year <strong>2010</strong> (since February <strong>2010</strong>): Rudolf Samuel Güdel<br />

(Chairman), Heinz Roth and Dr. Alexander Vogel.<br />

The Committee was established by the Board of Directors in February <strong>2010</strong> and supervises<br />

the construction planning of the new headquarters of <strong>Meyer</strong> <strong>Burger</strong> Ltd in Thun. The Committee<br />

accompanies and supports the Project Steering Board of the Executive Board of MB<br />

Wafertec (<strong>Meyer</strong> <strong>Burger</strong> Ltd), Thun. It supervises the operations of the project management<br />

and controls the financing of the project.<br />

The Committee has continuously accompanied the project and examined the regular, written<br />

reports of the project management. Thereafter, the Committee reported about the project at<br />

the next meeting of the Board of Directors. In fiscal year <strong>2010</strong>, there were three telephone<br />

conferences with all members of the Committee and several decisions were taken by circular<br />

resolution.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 53<br />

3.7 <strong>Technology</strong> Advisory Board<br />

Committee members during fiscal year <strong>2010</strong> (since February <strong>2010</strong>): Prof. Dr. Eicke Weber<br />

(Director of the Fraunhofer Institute for Solar Energy Systems ISE, DE­Freiburg, and Professor<br />

of Mathematics and Physics and of Applied Sciences at the Albert Ludwigs University,<br />

DE­Freiburg), Dr. Patrick Hofer­Noser (Chief <strong>Technology</strong> Officer and Deputy CEO of <strong>Meyer</strong><br />

<strong>Burger</strong> <strong>Technology</strong> Ltd), Sylvère Leu (Chief Innovation Officer of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd),<br />

Ralf Preu (Head of PV production technology and quality assurance at the Fraunhofer Institute<br />

for Solar Energy Systems ISE, DE­Freiburg) and Prof. Dr. Konrad Wegener (Professor for production<br />

technology and tool machinery at the Federal Institute of <strong>Technology</strong> (ETH) Zurich,<br />

CH­Zurich, and Head of the IWF and of inspire Ltd, a transfer centre for production technology<br />

at the ETH Zurich; Member of the Board of Directors of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> <strong>AG</strong>).<br />

The <strong>Technology</strong> Advisory Board was established by the Board of Directors in February <strong>2010</strong>.<br />

The Advisory Board will usually meet four times per year for meetings that shall last for an entire<br />

day; three meetings were held in fiscal year <strong>2010</strong>. The <strong>Technology</strong> Advisory Board ensures<br />

that the Board of Directors and the Executive Board are aware of the development<br />

trends in the solar industry and of potential new processes, in order for <strong>Meyer</strong> <strong>Burger</strong> Group<br />

to invest into the most promising industry potentials at the right time. The Advisory Board can<br />

act in an advisory capacity during M&A projects, if it is mandated by the Executive Board to<br />

do so. The <strong>Technology</strong> Advisory Board focuses on processes along the value chain of Photovoltaic,<br />

which have a competitive advantage with regards to cost of ownership and potential<br />

further cost reductions. The Advisory Board regularly informs the Board of Directors and<br />

the Executive Board and prepares a detailed report regarding the R&D activities of <strong>Meyer</strong><br />

<strong>Burger</strong> Group once per year (towards the end of the year).<br />

3.8 Definition of areas of responsibility<br />

The main tasks of the Board of Directors are the determination and periodic inspection of the<br />

corporate strategy, Company policy, as well as the organisation (including controlling systems)<br />

of the group, the control of the operative management and of the risk management. In<br />

addition, it is responsible for the periodic assessment of its own performance and that of the<br />

Executive Board.<br />

In general, the Board of Directors has fully delegated the operational management of the<br />

group to the CEO and the Executive Board, respectively.<br />

The Board of Directors explicitly reserved the approval of the following circumstances to itself:<br />

– Incorporation/financing/closing of subsidiaries; investments into/divestments of participations,<br />

changes in participation quotas or of share ownership ratios; purchase of a business<br />

or a company or parts thereof through the acquisition of assets or of assets and<br />

liabilities (including workforce); opening balance sheet of business parts that shall be<br />

transferred to subsidiaries, as well as concept and main details of contracts between<br />

group companies<br />

– Contracts/cancellation of contracts regarding strategic alliances that have an influence on<br />

the business scope, geographic scope or the capital structure of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong><br />

Ltd or any of its group companies


54 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

– Decisions on business affairs that are of major importance to <strong>Meyer</strong> <strong>Burger</strong> Group<br />

– Individual expenditures, investments, divestments; sale of assets, abandonment of plants<br />

or assets, liquidation of investments, waiving of receivables; grant of sales reductions or<br />

adjustments to invoices as long as there is assurance that defined budgeted targets<br />

(Sales, EBIT) for the year are reached; write­off of receivables as long as there is assurance<br />

that defined budgeted targets (Sales, EBIT) for the year are reached: Above CHF 1.5 million,<br />

if included in the budget; above CHF 1 million, if not included in the budget<br />

– Agreements to and allowance of letter of comforts and guarantees<br />

– Credit limits, loans to third parties<br />

– Financing transactions (bank loans, bonds issues), leasing above CHF 5 million<br />

– Structured financing transactions<br />

– Decisions concerning communication (Identity, design, branding, communication policy,<br />

marketing communication strategy)<br />

– Personnel and salary policy of the group<br />

– Wage negotiations and social plans for the group<br />

– Appointment, dismissal and compensation of members of the Executive Board<br />

– Employment conditions for highest level of management positions<br />

– Share and option programmes, including programmes of profit sharing for associates and<br />

employees<br />

– Principles for pension plans and social benefits<br />

– Large restructuring programmes<br />

Members of the Board of Directors and the members of the Executive Board of the Company<br />

have joint signature authority.<br />

3.9 Information and control instruments vis-à-vis the Executive Board<br />

The Board of Directors receives from the Executive Board a report on business development<br />

and on the key figures for all group companies, every month as part of a structured information<br />

system. The information relates in particular to:<br />

– Detailed monthly reports and consolidated monthly financial statements (including key figures<br />

for the group)<br />

– Information on incoming orders, order backlog, situation of inventory, production data,<br />

development of employees, liquidity of the group<br />

The members of the Board of Directors also receive the following information on a quarterly<br />

basis and during Board meetings:<br />

– Consolidated quarterly financial statements and quarterly reports (financial figures are<br />

compared with the budget and the results for the previous year’s period)<br />

– Interim reports on the course of business at each meeting of the Board of Directors<br />

– Information on the business and market development at each meeting of the Board of<br />

Directors<br />

– Appropriate information with regard to events, which concern the internal control system<br />

and the risk management, respectively, at each meeting of the Board of Directors


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 55<br />

At those Board of Directors’ meetings, at which financial results are discussed, both the CEO<br />

and the CFO participate during the meetings.<br />

During Board meetings, each member of the Board of Directors can request information from<br />

the other members of the Board, as well as from the members of the Executive Board on all<br />

affairs of the Company. Outside of Board meetings, each member of the Board of Directors can<br />

request information on the course of business or important business transactions from the<br />

CEO, the CFO or from other members of the Executive Board. If approved by the Chairman,<br />

the members of the Board of Directors can also contact members of the management of group<br />

companies and request access to business documents. In case that the Chairman denies such<br />

contact or access to documents, the Board of Directors will decide upon the matter.<br />

The Board of Directors approved an optimised internal control System (“IKS”), which has become<br />

effective as of 1 January 2009. The IKS applies a risk oriented approach (focused on<br />

major risks and control). The scope of the IKS depends on the size and risks of each subsidiary<br />

within the group. Each subsidiary of <strong>Meyer</strong> <strong>Burger</strong> is classified as a “Full Scope” or “Limited<br />

Scope” company. This classification is reviewed once per year. For the Full Scope companies,<br />

the key risks are continuously monitored and every three years, all control measures<br />

of the major processes that are relevant for the financial reporting will be reviewed with regards<br />

to their effectiveness. For the Limited Scope companies, the controls shall be executed<br />

in accordance to a plan that will be defined on a yearly basis. On the group level, controls are<br />

implemented with regards to the consolidated financial statements of the group.<br />

The following processes were defined as financially relevant: Sales, materials management,<br />

production, fixed assets, payroll accounting, finance department, information technology. For<br />

each of these processes, a particular IKS person has been defined as the responsible person<br />

for the process. For an evaluation of the companywide controls in accordance with the<br />

scope, the Executive Board of each group subsidiary executes a self­assessment each year<br />

during the first half of the year. Measures that result out of the evaluation are implemented<br />

until the end of the respective year. The Board of Directors receives an IKS report once per<br />

year. The external auditors also audit as part of their annual audit the compliance of IKS regulations<br />

and report their conclusions directly to the Risk & Audit Committee as well as to the<br />

Board of Directors.<br />

The Company also has an internal audit, which is independent and reports directly to the Risk<br />

& Audit Committee. The internal audit ensures that it is continuously informed about all important<br />

activities, plans, projects, instructions, rules, regulations, etc. of the group. To ensure<br />

the effectiveness of its supervisory tasks, the internal audit can conduct audits, review any<br />

document and demand that all information it asks for is provided. The internal audit is obliged<br />

to immediately report possible irregularities or fundamental shortcomings to the Risk & Audit<br />

Committee. It defines a detailed audit programme (in respect of business affairs, timing, personnel<br />

involved) once per year, which has to be approved by the Risk & Audit Committee<br />

prior to the conduct of the audit. The results of each audit have to be reported to the Risk &<br />

Audit Committee in written format (as an audit report). Once per year, the Risk & Audit Committee<br />

also receives a written report, reflecting the activities of the internal audit. The internal<br />

audit strives for a cooperation with the external auditors that ensures both, a maximal benefit<br />

of the cooperation and a mutual independence of both parties.


56 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Board of Directors<br />

From top left to bottom right: Peter M. Wagner, Dr. Alexander Vogel, Heinz Roth, Rudolf Samuel Güdel,<br />

Rolf Wägli, Prof. Dr. Konrad Wegener


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 57<br />

Executive Board<br />

From top left to bottom right: Peter Pauli, Dr. Patrick Hofer­Noser, Michel Hirschi, Sylvère Leu


58 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

4. Executive Board<br />

The Executive Board of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd consisted of two members, Peter Pauli,<br />

CEO, and Michel Hirschi, CFO until 14 January <strong>2010</strong>. The Executive Board was expanded as<br />

part of the merger with 3S Industries Ltd, which was approved by the Extraordinary Meeting<br />

of Shareholders on 14 January <strong>2010</strong>. Since that date, the Executive Board of the Company<br />

has been consisting of four members.<br />

Executive Board as of 31 December <strong>2010</strong><br />

Name Born Position Member since<br />

Peter Pauli 1960 Chief Executive Officer 2002<br />

Michel Hirschi 1967 Chief Financial Officer 2006<br />

Dr. Patrick Hofer­Noser 1966 Chief <strong>Technology</strong> Officer, Deputy CEO <strong>2010</strong><br />

Sylvère Leu 1952 Chief Innovation Officer <strong>2010</strong><br />

Peter Pauli<br />

Chief Executive Officer, Swiss citizen<br />

Education Mechanical engineer<br />

Graduate FH engineer in mechanical engineering, specialising in plant<br />

engineering<br />

Postgraduate studies in industrial engineering specialising in business<br />

management<br />

Advanced Management Program, INSEAD<br />

1985–1990 Assistant to the Executive Board and Head of IT at Transelastic <strong>AG</strong>, CH­Wallbach<br />

(subsidiary of Siegling Group)<br />

1990–1995 Manager and member of the Executive Board at Transelastic <strong>AG</strong>, CH­Wallbach<br />

1995–2000 Management responsibility at Siegling (Switzerland) as part of the takeover by<br />

Forbo (1995), responsible for the Extremultus product group within Siegling Group<br />

2000–2002 Responsible for the European sales and service organisations as Head of Sales<br />

& Marketing at Siegling GmbH in DE­Hanover<br />

2002–<strong>2010</strong> Chief Executive Officer (CEO) and member of the Board of Directors of the Company<br />

(until 14 January <strong>2010</strong>) and of <strong>Meyer</strong> <strong>Burger</strong> Ltd<br />

Since 2008 Member of the Swisscanto Advisory Board for Sustainability of Swisscanto<br />

Fondsleitung <strong>AG</strong><br />

Since <strong>2010</strong> Chief Executive Officer (CEO) and member of the Executive Board of the<br />

Company<br />

Peter Pauli is a member of the Board of Directors or of the Executive Board of different group<br />

companies of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. During fiscal year 2009 and until the Extraordinary<br />

Meeting of Shareholders on 14 January <strong>2010</strong>, he was also member and Delegate of the<br />

Board of Directors of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. No further Board of Directors memberships<br />

or consultancy activities for important Swiss or foreign organisations. No significant<br />

official functions or political offices.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 59<br />

Michel Hirschi<br />

Chief Financial Officer, Swiss citizen<br />

Education Business School (banking industry)<br />

Training in programming and analysis<br />

BSC Economics and Business Administration, College of Higher Education<br />

Executive Master of Corporate Finance, College of Higher Education Central<br />

Switzerland<br />

1983–1993 Analyst and Programmer at Valiant Bank in CH­Berne<br />

1995–1997 Team Leader/Project Leader of a BPR project at the newly formed banking information­outsourcing<br />

company RBA­Service Ltd in Gümlingen, CH­Berne<br />

1997–1999 Profit Centre Controller at Swatch Ltd, CH­Biel, for profit centres FlikFlak,<br />

Swatch Telecom and Swatch Access<br />

1999–2002 Head of Controlling at Swisscom Group, CH­Berne, responsible for supervising<br />

the business unit International Business Solutions, project participation<br />

and Project Manager, inter alia for a project involving the development of a<br />

completely new value flow model in SAP R/3<br />

2001–2003 Member of the Board of Directors of Comsol Ltd, CH­Berne<br />

2002–2006 Chief Financial Officer, responsible for Finance, Administration and Human<br />

Resources and member of the Executive Board at Infonet Schweiz <strong>AG</strong>,<br />

CH­Berne (joint venture between Swisscom and Infonet USA)<br />

2006–<strong>2010</strong> Member of the Executive Board and CFO of <strong>Meyer</strong> <strong>Burger</strong> Ltd<br />

Since 2005 Member of the Board of Directors and member of the Audit Committee at<br />

Zurmont Finanz <strong>AG</strong>, CH­Zug (Zurmont Capital I)<br />

Since 2006 Chief Financial Officer and member of the Executive Board of the Company<br />

Michel Hirschi is a member of the Board of Directors and/or of the Executive Board of differ­<br />

ent group companies of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. Member of the Board of Directors and<br />

member of the Investment Committee of Zurmont Madison Management <strong>AG</strong>. Member of the<br />

Board of Directors and of the Audit Committee of CLS Corporate Language Services Holding<br />

<strong>AG</strong>. No further mandates for Board memberships or consulting activities for important<br />

Swiss or foreign organisations. No significant official functions or political offices.


60 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Dr. Patrick Hofer-Noser<br />

Chief <strong>Technology</strong> Officer and Deputy CEO, Swiss citizen<br />

Education Electronic and machinery engineer<br />

Diploma electro engineer, ETHZ<br />

Doctorate in power electronics and drive technology at the professorship of<br />

Prof. Dr. Hugel, at ETHZ<br />

1993–1997 Assistant professor for electrotechnical development and construction at the<br />

ETH Zurich<br />

Studies and diploma theses, assistance with expertises<br />

Preparation of lectures and exercise courses in electrotechnology, conducting<br />

practical trainings and lecture courses<br />

Research activities with ABB transport systems in power electronics for traction<br />

applications<br />

1998–2000 Head Electrotechnology at Atlantis Water Desalination <strong>AG</strong>, CH­Berne<br />

Design, realisation of large PV projects<br />

Product modifications to conform with UL Norms 1703 and 790<br />

Quality monitoring of manufacturing in Switzerland and the USA<br />

Responsible for IT including computer network<br />

Construction of a laminator for the photovoltaic industry<br />

2001–2008 Founding member of 3S and Chief Executive Officer of 3S Industries Ltd,<br />

CH­Lyss<br />

2008–<strong>2010</strong> Delegate of the Board of Directors and Chief Executive Officer of 3S Industries<br />

Ltd, CH­Lyss<br />

Since <strong>2010</strong> Chief <strong>Technology</strong> Officer (CTO) and member of the Executive Board of the<br />

Company, Deputy CEO<br />

Member of the Board of Directors of 3S Industries Ltd (Delegate) until the merger with <strong>Meyer</strong><br />

<strong>Burger</strong> <strong>Technology</strong> Ltd. Dr. Patrick Hofer­Noser is a member of the Board of Directors and/or<br />

of the Executive Board of different group companies of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. Member<br />

of the Board of Directors of Güdel Group Ltd, CH­Langenthal. No further mandates for<br />

Board memberships or consulting activities for important Swiss or foreign organisations. No<br />

significant official functions or political offices.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 61<br />

Sylvère Leu<br />

Chief Innovation Officer, Swiss citizen<br />

Education Engineer (dipl. El.­Ing. ETH) Federal Institute of <strong>Technology</strong> (ETH) Zurich,<br />

CH­Zurich<br />

BSC in Economics and Business Administration at University St. Gall (lic. oec.<br />

HSG), CH­St. Gall<br />

1975–1978 BBC Baden, project planning for large power plants<br />

1979–1986 Assistant of production management board and Head of controlling for manufacturing<br />

plants at Hilti Ltd, LI­Schaan<br />

University lecturer at University St. Gall (HSG)<br />

1986–1988 Managing Director at Elmess (turnaround situation)<br />

Development, manufacturing and sales of electronic measurement systems<br />

Realignment of electromechanical instruments to electronic instruments<br />

(memobox)<br />

1989–1997 Member of the Executive Board at Fabrisolar Ltd, CH­Schwerzenbach<br />

(turnaround situation)<br />

Manager of four Business Units: Photovoltaik, Power supply, EMC and Real<br />

time image processing. Construction of the first grid­tied PV system in<br />

Switzerland<br />

Co­owner EMC test centre (MBO from Contraves), from 1995–2005<br />

1997–2001 Foundation and Managing Director Fabrisolar Ltd, CH­Küsnacht. MBO from<br />

Fabrimex <strong>AG</strong>. Sold to Suntechnics HH in 2001 (Conergy Group)<br />

2001–2005 Managing Director Suntechnics GmbH, DE­Hamburg (subsidiary of Conergy<br />

Group), Development of the first PV MW power plants<br />

Development of engineering and sales departments in 7 countries<br />

2006–2008 Managing Director Conergy SolarModule GmbH, DE­Frankfurt/Oder<br />

Development of the first fully integrated production line with wafer, cell and<br />

module manufacturing<br />

2008–<strong>2010</strong> Chief Operating Officer of 3S Industries Ltd, CH­Lyss<br />

Since <strong>2010</strong> Chief Innovation Officer (CIO) and member of the Executive Board of the<br />

Company<br />

Member of the Board of Directors of Cipetec Ltd Consulting, CH­Schönenberg. No further<br />

mandates for Board memberships or consulting activities for important Swiss or foreign or­<br />

ganisations. No significant official functions or political offices.<br />

4.1 Management contracts<br />

There are no management contracts between <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd or any of the<br />

group companies and third parties.


62 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

5. Compensation, shareholdings and loans<br />

5.1 Contents and method in fiscal year <strong>2010</strong><br />

Non executive members of the Board of Directors:<br />

The non executive members of the Board of Directors receive compensation in the form of a<br />

Board of Directors fee, which is usually proposed on an annual basis by the Nomination &<br />

Compensation Committee and is decided upon by the entire Board of Directors using dutiful<br />

judgment. The total compensation is based on the exposure and responsibilities of each<br />

individual member (Board of Directors: Chairman, Vice Chairman, Member; Committees:<br />

Chairman, Member). The compensation is paid in cash and/or in form of shares with a vesting<br />

period of two years and a optional retention period of zero, three or five years, following<br />

the vesting period (until and including fiscal year 2009, it was in form of options with a vesting<br />

period of two years). The compensation to the members of the Board of Directors is not<br />

bound to specific targets of the Company.<br />

For fiscal year <strong>2010</strong>, the non executive members of the Board of Directors received their compensation<br />

in cash and in shares. The vesting period for the shares started on 1 December<br />

<strong>2010</strong>. The main details of the share participation programme are mentioned in section “2.8<br />

Convertible bonds, options and share participation programme” on page 44 of this report.<br />

For fiscal year <strong>2010</strong>, the Board of Directors fees (cash) for the members of the Board and of<br />

the Committees were set as follows:<br />

Chairman of the Board of Directors CHF 150 000 (2009: CHF 88 000)<br />

Vice Chairman of the Board of Directors CHF 58 000 (2009: CHF 58 660)<br />

Member of the Board of Directors CHF 55 000 (2009: CHF 58 660)<br />

Chairman of Committee CHF 23 000 (2009: CHF 1500 for each physical meeting per committee)<br />

1<br />

Member of Committee CHF 15 000 (2009: CHF 1000 for each physical meeting per committee)<br />

1<br />

1 Committee members partly or entirely waived the payment per meeting during fiscal year 2009 due to the challenging<br />

economic situation<br />

The fee for the Chairman of the Board of Directors was raised in fiscal year <strong>2010</strong> to reflect the<br />

expansion of <strong>Meyer</strong> <strong>Burger</strong> Group and the associated duties/responsibilities of the Chairman.<br />

The changes in the total amount of compensation for the members of the Board of Directors<br />

(please refer to page 131 in the financial statements of this <strong>Annual</strong> <strong>Report</strong>) are mainly due to the<br />

changes in compensation as a member of a Committee and due to the differences in valuation<br />

between the allocated shares (in fiscal year <strong>2010</strong>) and the allocated options in the previous fiscal<br />

year.<br />

Members of the Executive Board:<br />

The compensation for the members of the Executive Board is verified and proposed to the<br />

Board of Directors by the Nomination & Compensation Committee together with the Chief<br />

Executive Officer. The total compensation is decided upon by the entire Board of Directors,<br />

usually once a year. When discussing the compensation of the CEO (who also was a member<br />

of the Board of Directors and acted as its Delegate in fiscal year 2009 and until 14 January<br />

<strong>2010</strong>), the CEO is not included in the discussion. The other members of the Executive Board<br />

do not participate during the time of the Board meeting, when the Board of Directors discusses<br />

their compensation.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 63<br />

The compensation for the members of the Executive Board includes a base salary in accor­<br />

dance with their responsibilities and a variable, performance­related component (cash<br />

bonus). The base salary is fixed at the beginning of the year and will not be changed during<br />

the reporting period.<br />

A target bonus is defined for each member of the Executive Board. This target bonus forms<br />

the basis for the calculation of the effective cash bonus. The amount of bonus for the CEO and<br />

the CFO is determined on overall and financial targets of the Company (in fiscal year <strong>2010</strong>: Net<br />

Sales, EBITDA) with a weighting of 70%, and on individual “non financial” targets (e.g. targets<br />

for specific projects, product market launches, development of certain markets) that are<br />

weighted with 30%. There will be no bonus paid, if the financial targets are not achieved by<br />

80% or more. In case of an 80% or more achievement, the amount of bonus will be calculated<br />

on a linear basis to the target. The effective bonus can reach 150% of the target bonus as a<br />

maximum. As part of the merger with 3S Industries Ltd, the Executive Board of <strong>Meyer</strong> <strong>Burger</strong><br />

<strong>Technology</strong> Ltd was expanded by two Executive members of the merged company. The two<br />

new members of the Executive Board hold the positions of CTO and CIO. To ensure a smooth<br />

integration of 3S Industries Ltd and its subsidiaries, the target weightings for the CTO and CIO<br />

for fiscal year <strong>2010</strong> have been adjusted with targets for the previous 3S Group. Their target<br />

weightings were: 40% financial targets of the Company, 30% financial targets of the previous<br />

3S Group, 30% individual “non financial” targets. For fiscal year 2011, the target weightings for<br />

the CTO and CIO will be brought in line with those of the CEO and CFO.<br />

For fiscal year <strong>2010</strong>, the allotment of the performance­related component (bonus in cash) as<br />

a percentage of the base salary was 119% for the CEO (2009: 100%) and between 67% to<br />

78% for the other members of the Executive Board (2009: 47% for the CFO).<br />

In addition, the Board of Directors can issue shares (until fiscal year 2009: options) to the<br />

members of the Executive Board as well as to other members of the management team, depending<br />

on management level and individual function, to reward their achievements and for<br />

the purpose of retaining key contributors. The amount of shares allocated during fiscal year<br />

<strong>2010</strong> has been decided by the Nomination & Compensation Committee, based on a special<br />

decision by the Board of Directors, and was finally approved by the Board of Directors. The<br />

Company also pays certain allowances in kind and social benefits. The amounts for the base<br />

salaries, for the performance­related components and for the possible allotment of shares is<br />

decided upon by the entire Board of Directors, based on the proposal by the Nomination &<br />

Compensation Committee, using dutiful judgement. The Board of Directors did neither use<br />

external consultants nor particular surveys, when deciding upon these amounts.<br />

The changes in the total amount of compensation for the members of the Executive Board<br />

(please refer to page 133 in the financial statements of this <strong>Annual</strong> <strong>Report</strong>) are mainly due to<br />

the expansion of the Executive Board as well as due to the differences in valuation between<br />

the allocated shares (in fiscal year <strong>2010</strong>) and the allocated options in the previous fiscal year.<br />

Neither the members of the Board of Directors nor the members of the Executive Board have<br />

any contracts with specific severance payments or contracts with particularly long termination<br />

terms (contracts with the members of the Executive Board have termination terms of six<br />

and twelve months, respectively).


64 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

The shares allocated in December <strong>2010</strong> forfeit<br />

a) in the event that the employee gives his/her notice or ends the employment relationship<br />

prior to the expiration of the vesting period (2 years). Exceptions to this rule are the ending<br />

the employment relationship as a result of retirement, death or permanent incapacity for<br />

work due to invalidity on the part of the eligible employee and where the employee gives<br />

his/her notice with valid reasons for which the employer must bear responsibility (along the<br />

lines with Article 340c of the Swiss Code of Obligations)<br />

b) in the event that the employer gives notice to terminate the working relationship prior to<br />

expiration of the vesting period. Exceptions to this rule are the giving of notice where the<br />

employee has not provided valid reasons (along the lines with Article 240c of the Swiss<br />

Code of Obligations), in particular the giving of notice for financial/economic reasons<br />

c) in the event of the voluntary resignation of a member of the Board of Directors, or deselection<br />

(assuming that this is on justified reasons attributable to the member of the<br />

Board of Directors in question) by a Meeting of Shareholders prior to expiration of the vesting<br />

period (2 years), to the extent the resignation is not at the request of the Company and<br />

there are no valid reasons for this attributable to the member of the Board of Directors.<br />

d) in the event that shares forfeit, the eligible participant receives reimbursement in the<br />

amount of the acquisition price paid, without interest. Members of the Board of Directors,<br />

members of the Executive Board and employees are all treated equally.<br />

5.2 Compensation, shareholdings and loans<br />

Details to the compensation, shareholdings and loans to acting and former members of the<br />

Board of Directors and of the Executive Board are reported in detail within the financial statements<br />

of this <strong>Annual</strong> <strong>Report</strong> on pages 131 to 136.<br />

6. Shareholders’ participation rights<br />

6.1 Voting rights restrictions and representation<br />

Each share is entitled to one vote. The shareholder rights can be exercised by anyone who is<br />

registered in the share register as a shareholder 30 days prior to the General Meeting of<br />

Shareholders and who has not sold his shares until the end of the General Meeting of Shareholders.<br />

A shareholder may be represented at the General Meeting of Shareholders by a person with<br />

written power of attorney, who does not need to be a shareholder. All shares held directly or<br />

indirectly by a shareholder can only be represented by one person. For voting rights of nominees<br />

please refer to section “Limitations on transferability and nominee registrations” on<br />

page 43 of this <strong>Annual</strong> <strong>Report</strong>.<br />

6.2 Statutory quorums<br />

The General Meeting of Shareholders drafts its resolutions and performs its votes on the<br />

basis of the absolute majority of the voting rights represented. At least two thirds of the votes<br />

represented and the absolute majority of the nominal value of shares represented is required,<br />

among others, for resolutions in accordance with Article 704 paragraph 1 and 2 of the Swiss<br />

Code of Obligations (OR).


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 65<br />

6.3 Convocation of a General Meeting of Shareholders<br />

The convocation of a General Meeting of Shareholders will take place by means of the pub­<br />

lication of an invitation in the Swiss Official Gazette of Commerce at least 20 days prior to the<br />

date of the Meeting. In addition, shareholders who are registered in the share register will receive<br />

a written invitation from the Company to participate at the General Meeting of Shareholders.<br />

The invitation must include the motions and the proposals by the Board of Directors<br />

and of those shareholders, who have requested either the convocation of a Meeting or the inclusion<br />

of a certain motion on the agenda.<br />

6.4 Agenda<br />

Shareholders representing shares that account for at least 10% of the voting rights may re­<br />

quest the inclusion of an item on the agenda of the General Meeting of Shareholders. Such<br />

requests must be submitted to the Board of Directors at least 45 days prior to the General<br />

Meeting of Shareholders in writing, specifying the items and proposals to appear on the<br />

agenda.<br />

Requests with regard to motions that have not been properly announced may be permitted<br />

for discussion, if the General Meeting of Shareholders concludes to do so. It will not be possible,<br />

however, to take a decision on such a request until the next General Meeting of Shareholders.<br />

This rule does not apply for requests of an Extraordinary General Meeting or for the<br />

performance of a special audit.<br />

No prior notice is required for requests regarding motions that are on the agenda.<br />

6.5 Registration into the share register<br />

No entries will be made in the share register for a period of 30 days prior to a General Meet­<br />

ing of Shareholders, including the day after the General Meeting.<br />

7. Change of control and defence measures<br />

7.1 Duty to make an offer<br />

There are no statutory regulations with regard to opting­out (Article 22 Stock Exchange Act<br />

SESTA) or opting­up (Article 32 paragraph 1 SESTA).<br />

7.2 Clauses on changes of control<br />

In case that a third party would acquire more than 33 1 /3% of voting rights of <strong>Meyer</strong> <strong>Burger</strong><br />

<strong>Technology</strong> Ltd, the vesting periods and/or retention periods for employee shares and/or op­<br />

tions set by the Board of Directors shall be accelerated so that any unvested share or option<br />

shall be immediately vested in full. The vesting would take place on the first day of the grace<br />

period in case of a successful public tender offer. There are no further clauses regarding a<br />

change of control that would favour the members of the Board of Directors or the members<br />

of the Executive Board.


66 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

8. Auditors<br />

8.1 Duration of the mandate and term of office of the lead auditor<br />

The auditors for the Company have been PricewaterhouseCoopers <strong>AG</strong>, Bälliz 64, CH­3600<br />

Thun, since fiscal year 2003. The lead auditor, Hanspeter Gerber, has been responsible for<br />

the audit mandate since September 2006. The auditors have to be elected each year by the<br />

General Meeting of Shareholders.<br />

8.2 Auditing fees<br />

The auditing fees of PricewaterhouseCoopers, for services related to the audit of the an­<br />

nual financial statements of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd and its subsidiaries and of the<br />

consolidated statements of <strong>Meyer</strong> <strong>Burger</strong> Group, as well as the review of the Half­Year<br />

<strong>Report</strong>, amount to a total of approximately TCHF 477 for fiscal year <strong>2010</strong>. In addition, the<br />

auditors charged auditing fees of approximately TCHF 121 in conjunction with the merger<br />

with 3S Industries Ltd.<br />

8.3 Additional fees<br />

Additional fees of PricewaterhouseCoopers for further services during fiscal year <strong>2010</strong>:<br />

Fiscal representation in Norway (fiscal invoicing in Norway) TCHF 75<br />

Consulting services regarding VAT TCHF 10<br />

Other TCHF 4<br />

Total TCHF 89<br />

8.4 Supervisory and control instruments vis-à-vis the auditors<br />

The Risk & Audit Committee examines once per year the auditing concept, the auditing plan<br />

and the fee structure, as well as the auditors independence from the Company.<br />

The external auditors perform at least once per year a detailed audit report and brief the Risk<br />

& Audit Committee extensively. The important statements and recommendations in the audit<br />

reports compiled by the external auditors are then discussed in detail with the entire Board of<br />

Directors and the Executive Board.<br />

In fiscal year <strong>2010</strong>, the external auditors performed two detailed audit reports (one each for<br />

the half year and the fiscal year reporting). Representatives of the external auditors participated<br />

in two meetings of the Risk & Audit Committee. Representatives of the internal audit of<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd also participated at these two meetings, as well as at one more<br />

meeting of the Risk & Audit Committee.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 67<br />

The Board of Directors verifies once per year the selection of potential auditors, in order to<br />

propose the preferred audit firm for election to the shareholders at the General Meeting of<br />

Shareholders. The Risk & Audit Committee evaluates the effectiveness of the auditors in accordance<br />

with the Swiss law. In this evaluation, the Risk & Audit Committee attaches great<br />

importance to the following criteria: Independence of the external auditors (personal independence<br />

of the lead auditor and independence of the audit firm in general), understanding of the<br />

Company’s business areas, sufficient resources set aside by the auditors, practical recommendations<br />

for the implementation of regulations in accordance with Swiss law and IFRS,<br />

global network of the auditors, understanding of the specific business risks of the Company,<br />

focus of the audit within the audit programme, cooperation with the Risk & Audit Committee,<br />

as well as with the internal audit and the Executive Board.<br />

The Board of Directors follows the regulations of the Swiss Code of Obligations with regards<br />

to the rotation intervals of the lead auditor, i.e. the lead auditor will be rotated every seven<br />

years.<br />

The Risk & Audit Committee also examines the proportion between the auditing fee for the<br />

annual financial statements and the additional non­audit services performed by the auditors.<br />

The Committee will examine potential consequences regarding the independence of the<br />

auditors. The Executive Board is permitted to assign non­audit mandates to the auditors up<br />

to an amount of TCHF 50. Any non­audit mandates exceeding this amount must be approved<br />

by the Risk & Audit Committee prior to the assignment. The auditing fee for the annual audit<br />

mandate is finally approved by the entire Board of Directors.<br />

During <strong>2010</strong> as well as in the previous year, the Company has especially assigned tax consultancy<br />

services to another internationally active consultancy and audit group. For fiscal year<br />

<strong>2010</strong>, the Board of Directors concluded that the independence of the auditors was fully ensured<br />

at all times.<br />

9. Information Policy<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd communicates openly and transparently and treats sharehold­<br />

ers, analysts, business partners, employees and the public equally when it promptly informs<br />

about any development in the Company.<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd publishes its results in an annual report and an interim report,<br />

as well as through press releases. When the annual results are released, the Company organises<br />

a physical conference for the media and the financial community to discuss details of<br />

the reported earnings and, depending on the occasion an additional conference call will be<br />

held. For the interim results, the Company organises either a physical conference or a conference<br />

call. The Company’s financial reports are available on the Company website in electronic<br />

form or can be ordered from the Company in print form.<br />

Official notices are published in the Swiss Official Gazette of Commerce (Schweizerisches<br />

Handelsamtsblatt). Publications in conjunction with the listing of the registered shares at SIX<br />

Swiss Exchange are made in accordance with the listing rules of SIX Swiss Exchange. The<br />

rules can be viewed under http://www.six­exchange­regulation.com/admission_en.html<br />

(Admission).


68<br />

Detailed information regarding disclosure notices is available under www.six­swiss­exchange.<br />

com, Product Search “MBTN”, Overview, Major Shareholders. Price sensitive information is<br />

published according to the ad­hoc publicity rules. The modalities for distribution of ad­hoc<br />

press releases (the so called push and pull systems) have been implemented in accordance<br />

with the ad­hoc publicity rules of SIX Swiss Exchange.<br />

The press releases can be viewed under<br />

http://www.meyerburger.com/en/investor­relations/ad­hoc­commercial­news/<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

The contact form to subscribe for direct receipt of the ad hoc press releases is available<br />

under http://www.meyerburger.com/en/investor­relations/news­service/<br />

Information to transactions with shares of the Company by members of the Board of Directors<br />

and members of the Executive Board are published under www.six­swiss­exchange.<br />

com, Product Search “MBTN”, Overview, Management Transactions.<br />

The Articles of Association of the Company (in German language only) are available under<br />

http://www.meyerburger.com/en/investor­relations/articles­of­incorporation/<br />

For details regarding the investor relations contacts, as well as an agenda of important dates<br />

for fiscal year 2011 please refer to page 151 of this <strong>Annual</strong> <strong>Report</strong>.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Table of Contents<br />

Financial <strong>Report</strong><br />

70 Consolidated balance sheet<br />

71 Consolidated income statement<br />

72 Consolidated statement of other comprehensive income<br />

73 Consolidated cash flow statement<br />

74 Consolidated statement of changes in equity<br />

76 Notes to the consolidated financial statements<br />

138 <strong>Report</strong> of the auditors<br />

140 Balance Sheet<br />

141 Income statement<br />

142 Notes to the financial statements<br />

147 Proposal by the Board of Directors for the allocation of retained earnings<br />

148 <strong>Report</strong> of the auditors<br />

Other information<br />

150 Five-year summary<br />

151 Information for investors and media<br />

152 Addresses<br />

69


70 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Consolidated Financial Statements<br />

Consolidated balance sheet<br />

in TCHF Notes 31.12.<strong>2010</strong> 31.12.2009<br />

6.x<br />

Assets<br />

Current assets<br />

Cash and cash equivalents 1 393 543 96 610<br />

Trade receivables 2 36 937 27 722<br />

Net assets from construction contracts 3 5 859 –<br />

Other receivables 2 42 727 36 330<br />

Current tax assets 6 155 123<br />

Financial assets 4 / 5 / 6 / 7 314 588<br />

Inventories 8 139 028 121 487<br />

Available­for­sale financial assets 9 – 885<br />

Total current assets<br />

Long-term assets<br />

624 564 58.5% 283 745 61.7%<br />

Other receivables 2 3 078 –<br />

Financial assets 4 / 5 / 6 / 7 186 1 457<br />

Property, plant and equipment 10 34 171 25 508<br />

Intangible assets 11 395 385 146 225<br />

Deferred tax assets 16 9 414 3 260<br />

Total long-term assets 442 234 41.5% 176 450 38.3%<br />

Total assets 1 066 799 100.0% 460 195 100.0%<br />

Liabilities and equity<br />

Liabilities<br />

Current liabilities<br />

Financial liabilities 12 582 23 421<br />

Trade payables 77 565 39 309<br />

Customer prepayments 231 087 77 754<br />

Other liabilities 14 29 044 15 910<br />

Provisions 13 17 591 10 356<br />

Current income tax liabilities 16 431 11 428<br />

Total current liabilites<br />

Non-current liabilities<br />

372 300 34.9% 178 178 38.7%<br />

Financial liabilities 12 310 59 478<br />

Provisions 13 4 273 416<br />

Retirement benefit obligation 15 3 989 817<br />

Deferred tax liabilities 16 41 365 24 461<br />

Other liabilities 14 1 634 558<br />

Total non-current liabilities 51 572 4.8% 85 730 18.6%<br />

Total liabilities<br />

Equity<br />

423 872 39.7% 263 908 57.3%<br />

Share capital 17 2 279 1 605<br />

Capital reserves 448 521 91 806<br />

Treasury shares (574) –<br />

Reserve for share­based compensation 18 19 665 5 420<br />

Retained earnings 195 986 98 038<br />

Other reserves (22 955) (581)<br />

Total equity excl. minority interests 642 923 60.3% 196 287 42.7%<br />

Minority interests 4 –<br />

Total equity incl. minority interests 642 927 60.3% 196 287 42.7%<br />

Total liabilities and equity 1 066 799 100.0% 460 195 100.0%<br />

The Notes starting on page 76 are an integral part of the consolidated financial statements.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Consolidated income statement<br />

in TCHF Notes 1.1.–31.12.<strong>2010</strong> 1.1.–31.12.2009<br />

Net sales<br />

6.x<br />

19 826 005 100.0% 420 943 100.0%<br />

Changes in inventories of finished products and work in process 122 535 (31 128)<br />

Other income 20 23 723 16 999<br />

Income 972 262 406 814<br />

Costs of products and services of subcontractors (563 511) (236 737)<br />

Gross profit 408 752 49.5% 170 076 40.4%<br />

Personnel expenses 21 (133 859) (66 801)<br />

Other operating expenses 22 (87 357) (39 952)<br />

Earnings before interests, taxes, depreciation and amortisation (EBITDA) 187 535 22.7% 63 323 15.0%<br />

Depreciation and amortisation 10 / 11 (59 684) (22 009)<br />

Earnings before interest and taxes (EBIT) 127 851 15.5% 41 314 9.8%<br />

Financial income 23 3 122 782<br />

Financial expenses 23 (37 604) (2 779)<br />

Earnings before taxes (EBT) 93 369 11.3% 39 317 9.3%<br />

Income taxes 24 4 580 (10 139)<br />

Earnings from continuing operations 97 949 11.9% 29 177 6.9%<br />

Earnings from discontinued operations – –<br />

Group earnings 97 949 11.9% 29 177 6.9%<br />

Attributable to<br />

Shareholders of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd 97 948 29 177<br />

Minority interests 1 –<br />

Earnings per share in CHF<br />

Basic earnings per share 26 2.22 0.95<br />

Diluted earnings per share 26 2.18 0.94<br />

The Notes starting on page 76 are an integral part of the consolidated financial statements.<br />

EBITDA, EBIT and EBT are non­IFRS financial measures.<br />

71


72 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Consolidated statement of other<br />

comprehensive income<br />

in TCHF 1.1.–31.12.<strong>2010</strong> 1.1.–31.12.2009<br />

Group earnings<br />

Other comprehensive income<br />

97 949<br />

29 177<br />

Currency translation differences (22 373) (1 277)<br />

Total other comprehensive income (22 373) (1 277)<br />

Total comprehensive income 75 576 27 900<br />

Attributable to<br />

Shareholders of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd 75 575 27 900<br />

Minority interests 1 –<br />

The Notes starting on page 76 are an integral part of the consolidated financial statements.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Consolidated cash flow statement<br />

in TCHF Notes 1.1.–31.12.<strong>2010</strong> 1.1.–31.12.2009<br />

6.x<br />

Group earnings<br />

97 949<br />

29 177<br />

Income taxes 24 (4 580) 10 139<br />

Financial result 23 34 482 1 998<br />

Depreciation, amortisation and impairments (net) 10 / 11 59 684 22 009<br />

Gain / loss from sale of property, plant, equipment and intangible assets 20 / 22 (1 123) –<br />

Interest received 1 955 689<br />

Interest paid (3 483) (705)<br />

Income taxes paid (22 274) (14 634)<br />

Tax reimbursement received 6 286 –<br />

Decrease / (increase) in trade receivables 2 3 423 29 161<br />

Decrease / (increase) of net assets from contribution contracts 3 (5 859) –<br />

Decrease / (increase) in inventories 8 4 694 44 985<br />

Decrease / (increase) in other receivables (673) 1 413<br />

Increase / (decrease) in provisions 13 7 283 3 387<br />

Increase / (decrease) in current financial liabilities 58 27<br />

Increase / (decrease) in non­current financial liabilities 73 –<br />

Increase / (decrease) in trade payables 27 511 16 908<br />

Increase / (decrease) in customer prepayments 152 886 (67 414)<br />

Increase / (decrease) in other liabilities 4 094 (16 668)<br />

Other non­cash related changes (14 865) (5 207)<br />

Cash flow from operating activities (operative cash flow) 347 520 55 265<br />

Purchase / sale of financial assets (available­for­sale and loans) 4 2 649 (193)<br />

Investments in property, plant and equipment 10 (16 495) (5 845)<br />

Sale of property, plant and equipment 10 3 238 6 615<br />

Investments in intangible assets 11 (1 256) (2 369)<br />

Sale of intangible assets 11 – 1<br />

Increase in cash from merger with 3S Industries Ltd 30 46 924 –<br />

Purchase of business activities of Diamond Materials Tech, Inc. – (49 003)<br />

Purchase of remaining participation in Hennecke Systems GmbH (24 912) –<br />

Cash flow from investing activities 10 147 (50 794)<br />

Capital increases (incl. premium) 3 460 2 322<br />

Purchase of treasury shares – (29)<br />

Sale of treasury shares – 29<br />

Issuance of (current) financial liabilities 12 – 12 650<br />

Repayment of (current) financial liabilities 12 (23 062) (29)<br />

Issuance of (non­current) financial liabilities 12 – 33 956<br />

Repayment of (non­current) financial liabilities 12 (33 956) (47)<br />

Cash flow from financing activities (53 557) 48 851<br />

Change in cash and cash equivalents 304 109 53 322<br />

Cash and cash equivalents at beginning of period 1 96 610 43 739<br />

Currency translation differences on cash and cash equivalents (7 177) (451)<br />

Cash and cash equivalents at end of period 1 393 543 96 610<br />

The Notes starting on page 76 are an integral part of the consolidated financial statements.<br />

73


74 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

in TCHF<br />

Attributable to shareholders of<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />

Notes<br />

6.x<br />

Share capital Capital reserves<br />

Equity as of 1.1.2009<br />

1 513<br />

51 966<br />

Capital increase 17 92 38 740<br />

Purchase of treasury shares 17 – –<br />

Sale of treasury shares – –<br />

Share­based compensation 17 – –<br />

Comprehensive income – –<br />

Reclassification – 1 100<br />

Equity as of 31.12.2009 1 605 91 806<br />

Capital increases 17 22 3 479<br />

Capital increase as of 14.1.<strong>2010</strong> and exchange of shares 17 625 331 972<br />

Capital increase as of 22.4.<strong>2010</strong> and exchange of shares 17 27 14 311<br />

Sale of treasury shares – –<br />

Share­based compensation 17 – –<br />

Comprehensive income – –<br />

Reclassification – 6 953<br />

Equity as of 31.12.<strong>2010</strong> 2 279 448 521<br />

The Notes starting on page 76 are an integral part of the consolidated financial statements.<br />

Consolidated statement of changes in equity


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Treasury shares<br />

–<br />

Attributable to shareholders of<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />

Reserve for<br />

share­based<br />

compensation Retained earnings<br />

2 681<br />

68 861<br />

Currency translation<br />

differences<br />

696<br />

Total equity excl.<br />

minority interests Minority interests<br />

125 717<br />

–<br />

Total equity incl.<br />

minority interests<br />

125 717<br />

– – – – 38 831 – 38 831<br />

29 – – – 29 – 29<br />

(29) – – – (29) – (29)<br />

– 3 839 – – 3 839 – 3 839<br />

– – 29 177 (1 277) 27 900 – 27 900<br />

– (1 100) – – – – –<br />

– 5 420 98 038 (581) 196 287 – 196 287<br />

– – – – 3 502 3 3 505<br />

(589) 14 793 – – 346 801 – 346 801<br />

– – – – 14 338 – 14 338<br />

15 – – – 15 – 15<br />

– 6 405 – – 6 405 – 6 405<br />

– – 97 948 (22 373) 75 575 1 75 575<br />

– (6 953) – – – – –<br />

(574) 19 665 195 986 (22 955) 642 923 4 642 927<br />

75


76 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Notes to the consolidated financial statements<br />

1 General information<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd is a public limited company constituted in accordance with<br />

Swiss law. The address of the company’s registered office is: Grabenstrasse 25, 6340 Baar,<br />

Switzerland. <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd registered shares (ticker: MBTN) are listed on the<br />

SIX Swiss Exchange in Zurich. The fiscal year of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd runs from<br />

1 January to 31 December. These consolidated financial statements were approved for publication<br />

by the Board of Directors on 3 March 2011. They will be submitted for approval to<br />

the <strong>Annual</strong> General Meeting on 21 April 2011.<br />

The Group currency (reporting currency) is the Swiss Franc (CHF). The consolidated statements<br />

are shown in thousands of Swiss Francs.<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd is a leading, globally active technology group specialising in<br />

innovative systems and processes for cutting and handling crystalline and other high­grade<br />

materials.<br />

The machines, competences and technologies of the different companies within the Group<br />

are deployed in the solar (photovoltaics), semiconductor and optical industries. These three<br />

market areas use ultra­thin wafers made from silicon, sapphire or other crystals for the manufacture<br />

of solar modules, switching circuits or high­performance LEDs. The Group’s core<br />

competencies cover a wide range of production processes, machines and systems deployed<br />

within the value chain for the manufacture of high­quality wafers. Since its merger in January<br />

<strong>2010</strong> with 3S Industries Ltd, the global market leader in turnkey production systems and<br />

single equipment for the manufacture of solar modules, the Group also covers the entire<br />

value chain of solar module production and combines the key technologies of soldering, laminating<br />

and testing under one roof. Module manufacturers all over the world use Somont’s<br />

string soldering machines, 3S’s laminating lines and Pasan’s testing technologies to produce<br />

solar modules whose performance, operating life and quality meet the highest demands. The<br />

Group’s comprehensive range of products includes a worldwide service network with wear<br />

and tear parts, consumables, re­grooving services, process know­how, servicing, after­sales<br />

services, training and other services. As a globally active company, <strong>Meyer</strong> <strong>Burger</strong> Group is<br />

represented in Europe, Asia and North America in the respective key markets.<br />

2 Significant accounting and valuation policies<br />

The significant accounting and valuation policies employed in the preparation of these<br />

consolidated financial statements are described below. The described policies have been<br />

applied consistently to all of the reporting periods presented unless specifically stated to<br />

the contrary.<br />

2.1 Basis of accounting policies<br />

The consolidated financial statements of the <strong>Meyer</strong> <strong>Burger</strong> Group have been prepared in<br />

accordance with International Financial <strong>Report</strong>ing Standards (IFRS). All of the standards of<br />

the IASB (International Accounting Standards Board) that had entered into force by the reporting<br />

date and all of the valid interpretations of the IFRIC (International Financial <strong>Report</strong>ing<br />

Interpretation Committee) have been taken into account.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

The consolidated financial statements have been prepared on the historical cost basis, with<br />

the exception of financial instruments available­for­sale, which are stated at fair value, and<br />

financial assets and financial liabilities including derivative financial instruments, which are<br />

shown at fair value through profit and loss.<br />

The preparation of the consolidated financial statements in conformity with IFRS requires that<br />

management make judgements, estimates and assumptions that could affect the reported<br />

amounts of assets and liabilities, income and expenses, as well as the disclosure of contingent<br />

liabilities and contingent claims during the reporting period. While these estimates are<br />

based on management’s best knowledge of current circumstances and possible future measures,<br />

actual results may ultimately differ from these estimates.<br />

These consolidated financial statements are published in German and English. The German<br />

original version is the binding version.<br />

2.2 Changes to accounting policies<br />

2.2.1 New and amended standards and interpretations that have entered into force<br />

for fiscal years beginning on or after 1 January <strong>2010</strong>:<br />

– Amendment to IFRS 2 “Share­Based Payment”: the amendment entered into force on<br />

1 January <strong>2010</strong> and defines the distinction between equity­settled and cash­settled sharebased<br />

payments. This change has no material effect on <strong>Meyer</strong> <strong>Burger</strong> Group's consolidated<br />

financial statements.<br />

– The revised standard IFRS 3 “Business Combinations”, applicable for fiscal years beginning<br />

on or after 1 July 2009, introduces significant changes to the way in which business<br />

combinations are reported. All anticipated purchase price payments are recognised at fair<br />

value at the time of acquisition. Subsequent adjustments to the purchase price are then<br />

recognised through profit and loss. Goodwill may be calculated on the basis of the majority<br />

shareholder's proportion of net assets or alternatively inclusive of the minority interest pro­<br />

portion. In future, all transaction costs will be recognised immediately as expenses. These<br />

changes may have a significant influence on the financial presentation of future business<br />

combinations. <strong>Meyer</strong> <strong>Burger</strong> Group applies IFRS 3 prospectively from 1 January <strong>2010</strong>.<br />

– The revised standard IAS 27 “Consolidated and Separate Financial Statements”, applicable<br />

to financial years beginning on or after 1 July 2009, envisages that all transactions<br />

with minority interests will be recognised within equity, as long as no change in control<br />

has occurred. In future, neither goodwill nor profits or losses from these transactions will<br />

be recognised. The standard redefines the circumstances and the method of reporting<br />

in the case of a loss of control over another company. The remaining holding will be<br />

measured at fair value through profit and loss. In addition, the total net income will be<br />

allocated to the majority shareholder and minority interests, even if this results in a<br />

negative amount for minority interests in equity. These changes may affect the presen­<br />

tation of future transactions with minority interests. The <strong>Meyer</strong> <strong>Burger</strong> Group applies<br />

IAS 27 prospectively from 1 January <strong>2010</strong>.<br />

77


78 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Furthermore, as part of its annual improvement process, the IASB issued various minor<br />

changes to a number of existing individual standards in April 2009. These are to be applied<br />

to fiscal years beginning on or after 1 January <strong>2010</strong> and has no significant impact on <strong>Meyer</strong><br />

<strong>Burger</strong> Group's consolidated financial statements.<br />

2.2.2 New and amended standards and interpretations that have entered into force<br />

for fiscal years beginning on or after 1 January <strong>2010</strong> and which do not apply<br />

to <strong>Meyer</strong> <strong>Burger</strong> Group:<br />

– The amended standard IAS 39 “Financial Instruments: Recognition and Measurement”<br />

entered into force for financial years beginning on or after 1 July 2009. The amendment<br />

applies to complex hedge accounting and stipulates the conditions under which inflation<br />

represents a risk and with regard to hedging one­sided risks using options. Currently,<br />

<strong>Meyer</strong> <strong>Burger</strong> Group does not make any use of hedge accounting.<br />

– The new interpretation IFRIC 17 “Distributions of Non­cash Assets to Owners” applies to<br />

fiscal years beginning on or after 1 July 2009 and deals with the valuation of non­cash<br />

dividends distributed to owners. <strong>Meyer</strong> <strong>Burger</strong> Group does not distribute any non­cash<br />

dividends to its owners.<br />

– The new interpretation IFRIC 18 “Transfers of Assets from Customers” applies to fiscal<br />

years beginning on or after 1 July 2009 and deals with the treatment of agreements under<br />

which an entity receives from a customer an item of property, plant and equipment or cash<br />

for investment in property, plant and equipment for the purposes of connecting that customer<br />

to a network. <strong>Meyer</strong> <strong>Burger</strong> Group does not engage in any such utility services for<br />

which customers make assets available.<br />

2.2.3 New and amended standards and interpretations that have not yet entered<br />

into force for fiscal years beginning on or after 1 January <strong>2010</strong> and that have<br />

not been applied earlier than required:<br />

– The new standard IFRS 9 “Financial Instruments” deals with the classification and measurement<br />

of financial assets, thereby concluding the first of three project stages. IFRS 9<br />

will fully replace IAS 39 “Financial Instruments: Recognition and Measurement” over the<br />

next two years. IFRS 9 simplifies the financial asset categories, reducing them in number<br />

from four to two. This standard must be applied by 1 January 2013 at the latest, with earlier<br />

application permitted. <strong>Meyer</strong> <strong>Burger</strong> Group is currently of the view that the new standard<br />

will not have any material impact on its consolidated financial statements.<br />

– The revised standard IAS 24 “Related Party Disclosures”, applicable to financial years beginning<br />

on or after 1 January 2011, simplifies the disclosure requirements for public companies<br />

and redefines the concept of a “related party”. <strong>Meyer</strong> <strong>Burger</strong> Group is currently of<br />

the view that the new standard will not have any material impact on its consolidated financial<br />

statements.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

– The amended standard IAS 32 “Financial Instruments: Presentation”, applicable as of<br />

1 February <strong>2010</strong>, contains new rules on the presentation of subscription rights. <strong>Meyer</strong><br />

<strong>Burger</strong> Group is currently of the view that the new standard will not have any material impact<br />

on its consolidated financial statements.<br />

– The new interpretation IFRIC 19 “Extinguishing Financial Liabilities with Equity Instruments”<br />

applies to financial years beginning on or after 1 July <strong>2010</strong>. In situations in which financial<br />

liabilities are extinguished with equity instruments, the equity instruments are to be treated<br />

as money paid. <strong>Meyer</strong> <strong>Burger</strong> Group does not currently intend extinguishing financial<br />

liabilities with equity instruments. <strong>Meyer</strong> <strong>Burger</strong> Group is currently of the view that the new<br />

standard will not have any material impact on its consolidated financial statements.<br />

– The revised interpretation IFRIC 14 “IAS 19 – The Limit on a Defined Benefit Asset, Minimum<br />

Funding Requirements and their Interaction” is applicable to financial years beginning on<br />

or after 1 January 2011 and stipulates that voluntary payments into a pension plan, constituting<br />

a surplus, should be recognised as an economic benefit. This can typically occur in<br />

Switzerland in cases where pension plans have an employer contribution reserve. <strong>Meyer</strong><br />

<strong>Burger</strong> Group is currently of the view that the new standard will not have any material<br />

impact on its consolidated financial statements.<br />

2.3 Principles of consolidation<br />

Group companies are all those companies in which <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd either<br />

directly or indirectly holds more than 50% of the voting rights or in which it has control in<br />

another form. New Group companies are fully consolidated from the time at which control of<br />

the company is transferred to <strong>Meyer</strong> <strong>Burger</strong>. They are deconsolidated at the point in time at<br />

which control ceases.<br />

Assets and liabilities as well as the income and expenses of these companies are fully consolidated.<br />

The share of net assets and net profit or loss attributable to minority shareholders<br />

is presented separately in the consolidated balance sheet and income statement. All material<br />

intra­group transactions, balances, and unrealised profits and losses resulting from intragroup<br />

transactions are eliminated.<br />

79


80 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

2.4 Scope of consolidation<br />

Company Registered office Currency Nominal<br />

value<br />

Participation 1<br />

31.12.<strong>2010</strong> 31.12.2009<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd Baar, Switzerland CHF 2 279 236 100% 100%<br />

<strong>Meyer</strong> <strong>Burger</strong> Ltd Thun, Switzerland CHF 500 000 100% 100%<br />

<strong>Meyer</strong> <strong>Burger</strong> Machinery (Shanghai) Co. Ltd Shanghai, China CNY 1 655 400 100% 100%<br />

<strong>Meyer</strong> <strong>Burger</strong> Systems (Shanghai) Co. Ltd Shanghai, China CNY 6 816 060 100% 0%<br />

<strong>Meyer</strong> <strong>Burger</strong> Kabushiki Kaisha Tokyo, Japan JPY 10 000 000 100% 100%<br />

<strong>Meyer</strong> <strong>Burger</strong> GmbH Langenfeld, Germany EUR 25 000 100% 100%<br />

<strong>Meyer</strong> <strong>Burger</strong> Automation GmbH Langenfeld, Germany EUR 25 000 100% 100%<br />

<strong>Meyer</strong> <strong>Burger</strong> Services GmbH Halle (Saale), Germany EUR 25 000 100% 100%<br />

AMB Apparate + Maschinenbau GmbH Langweid, Germany EUR 30 000 100% 100%<br />

Hennecke Systems GmbH Zülpich, Germany EUR 25 000 100% 100%<br />

Hennecke Services GmbH Zülpich, Germany EUR 25 000 100% 100%<br />

<strong>Meyer</strong> <strong>Burger</strong> France SAS 2 Paris, France EUR 37 000 0% 100%<br />

MB Services AS Porsgrunn, Norway NOK 100 000 100% 100%<br />

MB Services Pte. Ltd Singapore, Singapore SGD 1 100% 100%<br />

Diamond Materials Tech, Inc. Colorado Springs, USA USD 100 100% 100%<br />

MB Services Co. Ltd Taipei, Taiwan TWD 5 000 000 100% 100%<br />

3S Swiss Solar Systems Ltd Lyss, Switzerland CHF 3 000 000 100% 0%<br />

Pasan SA Neuenburg, Switzerland CHF 102 000 100% 0%<br />

Somont GmbH Umkirch, Germany EUR 25 000 100% 0%<br />

MBT Systems Ltd Tucson, USA USD 1 100% 0%<br />

<strong>Meyer</strong> <strong>Burger</strong> S.L. Barcelona, Spain EUR 3 010 100% 0%<br />

MB Services Co. Ltd Seoul, Korea KRW 50 000 000 100% 0%<br />

MB Systems PVT, Ltd Pune, India INR 1 000 000 85% 0%<br />

3S Industries Ltd. Hong Kong, Hong Kong HKD 1 100% 0%<br />

1 The participation in capital corresponds to the voting rights.<br />

2 <strong>Meyer</strong> <strong>Burger</strong> France SAS was liquidated in the <strong>2010</strong> reporting period.<br />

2.5 Foreign currency translation<br />

2.5.1 Foreign currency translation of financial statements of subsidiaries<br />

in foreign currencies<br />

Individual Group companies compile their financial statements in the local currency (functional<br />

currency).<br />

The balance sheets and income statements of Group companies are converted into Swiss<br />

francs for the purposes of consolidation as follows:<br />

− Assets (including goodwill) and liabilities at the closing rate<br />

− Equity (excluding net income or loss for the year) at the historical rate<br />

− Comprehensive income in equity at the average rate for the period<br />

− Income statement incl. Group earnings at average exchange rates for the period<br />

Foreign exchange differences arising from the conversion of financial statements of foreign<br />

Group companies and associates are taken to equity. Any currency translation difference<br />

existing at the time of the sale of a foreign Group company is recognised in the income<br />

statement as part of the profit on sale.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

The following conversion rates into Swiss Francs were used during the year under review:<br />

Balance sheet Income statement<br />

Unit <strong>2010</strong> 2009 <strong>2010</strong> 2009<br />

Chinese Yuan Renminbi (CNY)<br />

100 14.2729 15.1786 15.4031 15.8900<br />

European Euro (EUR) 1 1.2468 1.4875 1.3831 1.5099<br />

Japanese Yen (JPY) 100 1.1537 1.1251 1.1882 1.1602<br />

Norwegian Kroner (NOK) 100 15.9555 17.8567 17.2628 17.2913<br />

Singapore Dollar (SGD) 1 0.7290 0.7384 0.7648 0.7461<br />

Taiwan Dollar (TWD) 100 3.2398 3.2192 3.3066 3.2840<br />

US Dollar (USD) 1 0.9408 1.0378 1.0431 1.0855<br />

Hong Kong Dollar (HKD) 1 12.0897 – 13.4256 –<br />

Indian Rupee (INR) 100 2.0760 – 2.2761 –<br />

Korean Won (KRW) 100 0.0832 – 0.0902 –<br />

2.5.2 Foreign currency translation in the individual financial statements<br />

For the initial recognition of a transaction in a foreign currency, the amount in the foreign currency<br />

must be translated into the functional currency at the exchange rate at the time of the<br />

transaction. Average values (e.g. monthly rates) are allowed if they represent a reasonable<br />

approximation to the actual value.<br />

Balance sheet items are translated as follows at the end of the reporting period:<br />

− Monetary items at closing rate<br />

− Non­monetary items measured at amortised cost, at historical rate<br />

− Non­monetary items measured at fair value, at closing rate<br />

All exchange differences must be recognised in the income statement, with the exception of<br />

exchange differences on financial assets with equity character that fall into the “available­forsale”<br />

category, as well as derivative financial instruments held for the purpose of cash flow<br />

hedging.<br />

2.6 Cash and cash equivalents<br />

Cash and cash equivalents include all cash, postal and bank account balances, cheques and<br />

notes receivable as well as time deposits with an original maturity of up to 90 days.<br />

Cash and cash equivalents are reported at their nominal value.<br />

2.7 Trade receivables<br />

Trade receivables include all claims arising from the sale of goods or the provision of services.<br />

Trade receivables are initially measured at fair value. Subsequent measurement is at amortised<br />

cost less allowances. Individual allowances are used in all cases based on the specific<br />

debtor risks in addition to other known risks. An allowance can also be made on a portfolio<br />

basis where this is deemed appropriate on the basis of historical experience. In such a case,<br />

the risk pattern is regularly assessed and adjusted where necessary.<br />

81


82 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Changes to allowances for doubtful receivables as well as effective losses due to bad<br />

debts are shown in other operating expenses.<br />

2.8 Other receivables<br />

This item includes all other receivables that do not arise from deliveries and services (e.g. VAT<br />

credits, withholding tax credits, receivables from social insurance, etc.). Included within this<br />

item are also payments to suppliers as well as prepaid expenses (e.g. for rent, interest, insurance<br />

premiums, etc.).<br />

Other receivables are initially measured at fair value. Subsequent measurement is at amortised<br />

cost less allowances.<br />

2.9 Financial assets<br />

Depending on the reason for the acquisition, <strong>Meyer</strong> <strong>Burger</strong> Group classifies its financial<br />

assets into the following categories:<br />

2.9.1 Financial assets at fair value through profit and loss<br />

This category is divided into two sub­categories: financial assets that are allocated as “held<br />

for trading” or “designated” from the beginning. A financial asset is allocated to this category<br />

if it was primarily acquired with an intention to sell the asset within a short period of time or<br />

if management classified it accordingly. Derivative financial instruments also belong to this<br />

category, provided they do not qualify for hedge accounting. Financial assets in this category<br />

are shown as current assets if they are either held for trading or will most probably be<br />

sold within 12 months of the balance sheet date.<br />

2.9.2 Loans and receivables<br />

Loans and receivables are non­derivative financial assets with fixed or determinable pay­<br />

ments that are not quoted in an active market. They are classified as current assets provided<br />

the maturity date falls no longer than 12 months after the balance sheet date. Otherwise, they<br />

are reported as non­current assets.<br />

Trade receivables are dealt with in Note 2.7.<br />

2.9.3 Available-for-sale financial assets<br />

“Available­for­sale” financial assets are any non­derivative financial assets that are not allo­<br />

cated to the other designated categories. They are allocated to long­term assets, provided<br />

management does not intend to sell them within 12 months of the balance sheet date.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

All financial assets, with the exception of loans, are recognised on the trade date on which<br />

<strong>Meyer</strong> <strong>Burger</strong> Group commits to buy or sell the asset. Loans are recognised on the settlement<br />

date. Financial assets of the category “at fair value through profit and loss” are designated<br />

on initial recognition at fair value. Financial assets that belong to the other categories<br />

are designated on initial recognition at fair value plus transaction costs. A financial asset is<br />

derecognised if either the contractual rights to receive the cash flows from the financial asset<br />

have expired, or if substantially all the risks and rewards arising from the financial asset have<br />

been transferred to a third party. Available­for­sale financial assets and financial assets of<br />

the category “fair value through profit and loss” are designated at fair value after their initial<br />

recognition. Loans are measured at amortised cost using the effective interest method.<br />

Gains or losses from financial assets at fair value through profit and loss are recognised in the<br />

income statement, in the financial result for the period, in which they arise. Dividends from<br />

“available­for­sale” equity instruments are recognised in the income statement upon establishment<br />

of the right to receive payment. Changes in the fair value of monetary financial<br />

assets that are classified as “available­for­sale” are divided into currency translation differ­<br />

ences, changes to amortised cost through profit and loss, and other changes to the carrying<br />

amount without any effect on profit and loss. Changes in the fair value of non­monetary financial<br />

assets that are designated as “available­for­sale” are recorded under Other comprehensive<br />

income without any effect on profit and loss.<br />

If financial assets that are classified as “available­for­sale” are sold or become impaired, the<br />

cumulative recognised remeasurement of the fair value previously booked to Other reserves is<br />

recognised in the income statement.<br />

The fair value of listed holdings is measured according to the current bid price in the market.<br />

If there is no active market for a financial asset or the asset concerned is not listed, the fair<br />

value is calculated using appropriate valuation methods. These include reference to recent at<br />

arm's length market transactions between independent parties, use of the current fair value<br />

of other instruments that are substantially the same, discounted cash flow (DCF) analysis,<br />

and option pricing models that as far as possible reflect market conditions and exclude as far<br />

as possible company­specific data.<br />

A check is carried out at each balance sheet date to assess if there is any objective evidence<br />

of impairment of a financial asset or a group of financial assets. If such evidence exists for<br />

“available­for­sale” financial assets, the cumulative loss – measured as the difference between<br />

cost and current fair value less any impairments recognised in relation to the financial<br />

asset concerned – will be booked out of Other reserves and recognised in the income statement.<br />

Impairments relating to financial assets with equity character recognised through<br />

profit and loss may no longer be made good through profit and loss, but must be reported<br />

directly under Other reserves and are only recognised through profit and loss when the<br />

instrument is sold.<br />

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84 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

2.9.4 Derivative financial instruments<br />

Derivative financial instruments are designated upon initial recognition at the time of the con­<br />

tract being concluded at fair value, and are subsequently carried at fair value at each balance<br />

sheet date. The profit or loss resulting from the measurement is immediately recognised in<br />

the income statement unless the derivative is designated as and effective as a hedging instrument<br />

within the framework of hedge accounting. The timing of the recognition in the income<br />

statement of the measurement results depends on the type of hedging relationship. <strong>Meyer</strong><br />

<strong>Burger</strong> Group may designate individual derivative financial instruments to hedge the fair value<br />

of balance­sheet assets, liabilities or fixed obligations, or to hedge transactions that are expected<br />

with a high degree of probability or the foreign­currency risk of fixed obligations (hedging<br />

cash flows).<br />

Where hedge accounting is used, the effective portion of changes in the fair value of derivative<br />

financial instruments is recognised in Other reserves. The ineffective portion of such<br />

changes in fair value is, however, recognised directly in the income statement. Accrued<br />

amounts in Other reserves are recycled to the income statement and recognised as income<br />

during the period in which the underlying hedged transaction affects profit and loss (e.g. at<br />

the time at which a future hedged sale occurs). If the future transaction is no longer expected<br />

to occur, the cumulative profit or loss booked to Other reserves is immediately recognised in<br />

the income statement.<br />

Derivative financial instruments that are used as hedging instruments as part of the <strong>Meyer</strong><br />

<strong>Burger</strong> Group’s risk strategy and that do not meet the strict criteria of hedge accounting at<br />

inception are allocated to the category “fair value through profit and loss” and recognised as<br />

profit or loss.<br />

Derivative financial instruments with positive replacement values are reported under financial<br />

assets, while derivative financial instruments with negative replacement values are reported<br />

under financial liabilities.<br />

2.10 Inventories<br />

Depending on the stage of completion of the individual products and their purpose, inventories<br />

are broken down into raw materials, purchased parts and goods for resale, goods in<br />

consignment, semi­finished goods and work in process, finished goods and machines before<br />

acceptance.<br />

Raw materials, purchased parts, goods for resale and goods in consignment are measured<br />

at weighted average cost or lower net selling price. Semi­finished goods, work in process,<br />

finished goods and machines before acceptance are measured at cost of production or lower<br />

net selling price. The lower net selling price corresponds to the estimated sales price less<br />

direct sales costs and where applicable costs of completion.<br />

Allowances are made for overly high levels of inventories that in all probability cannot be sold,<br />

for inventories where there is no or virtually no inventory turnover, and for damaged and<br />

unsalable inventories.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Customer prepayments directly attributable to a machine or an order are recognised as de­<br />

ductions in inventories, but only up to the amount of the recognised value of the goods.<br />

2.11 Construction contracts<br />

Construction contracts are contracts for the construction of customer­specific assets or<br />

groups of assets, which normally extend over several reporting periods.<br />

Construction contracts are measured using the percentage­of­completion (PoC) method.<br />

The degree of completion is calculated individually for each construction contract and corresponds<br />

to the ratio of construction costs incurred up until the closing date to the estimated<br />

overall construction costs at that date. The costs incurred and the realised net income calculated<br />

on the basis of the stage of completion are recognised in the income statement. In the<br />

balance sheet, the accrued costs plus the proportion of profit minus customer prepayments<br />

are shown as net assets or net liabilities from construction contracts.<br />

2.12 Long-term assets held for sale<br />

A long­term asset or disposal group held for sale is reclassified as “long­term assets held<br />

for sale” if the asset can be sold immediately in its current condition, the sale is made under<br />

conditions that are usual and customary for such a sale, and the conclusion of the sale is<br />

highly probable.<br />

A long­term asset or disposal group held for sale is measured at the lower of its carrying<br />

amount or fair value less costs to sell. As soon as assets are classified “as held for sale”,<br />

regular depreciation of such assets must cease.<br />

The liabilities of a long­term asset or disposal group classified as held for sale are disclosed<br />

separately from other liabilities in the balance sheet. Those assets and liabilities may not be<br />

offset and disclosed as a single amount.<br />

2.13 Investments in associates<br />

An investment in an associate is normally said to exist when a company holds between 20%<br />

and 50% of the voting rights. Nonetheless, it is also possible that a holding of less than 20%<br />

of the voting rights can represent an investment in an associate if the investor is able to exercise<br />

significant influence.<br />

Investments in associates are recorded using the equity method. Upon initial recognition of<br />

an investment in an associate, the acquired investment is carried at cost. The goodwill paid<br />

for an associate is included in the carrying amount of the respective investment. The investment<br />

in the associate is adjusted thereafter for the post­acquisition change in the investor’s<br />

share of the net assets.<br />

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86 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

2.14 Property, plant and equipment<br />

Property, plant and equipment include land, property used for operational purposes,<br />

facilities, machinery, IT and vehicles, as well as plant and equipment under construction.<br />

Property, plant and equipment are measured at their purchase price or construction costs<br />

less scheduled accumulated depreciation and accumulated impairment losses.<br />

Scheduled depreciation is generally carried out using the straight­line method over the following<br />

expected useful lives:<br />

Useful life in years<br />

Land<br />

No depreciation<br />

Properties used for operational purposes 10–30<br />

Facilities 5<br />

Machinery 3–10<br />

IT 3<br />

Vehicles 4–8<br />

As soon as components of a fixed asset are shown to have differing useful lives or to be useful<br />

in different forms, the purchase price or construction costs is/are divided and allocated<br />

to the significant components.<br />

2.15 Intangible assets<br />

Intangible assets relate in particular to goodwill, development costs, acquired software, pat­<br />

ents, licenses and intangible assets from acquisitions. The intangible assets from acquisitions<br />

include measured technologies, customer relationships, brands and orders.<br />

Goodwill is valued at the cost of acquisition less any impairment losses. Goodwill is allocated<br />

to the cash­generating unit and not amortised on a linear basis, but tested annually for impairment.<br />

Intangible assets from acquisitions (for example, technology or customer relationships) are<br />

reported at fair value at the time of acquisition and then amortised using the straight­line<br />

method over the scheduled useful life of the asset or amortised in relation to the expected<br />

sales during the planned useful life of the asset.<br />

Development costs are capitalised if they relate to a project that is technically feasible, if a<br />

future inflow of benefits is probable and if the costs can be reliably determined. Research<br />

costs are recognised as expenses.<br />

Development costs as well as all other intangible assets are reported at their purchase price<br />

or construction costs less cumulative scheduled amortisation and cumulative impairment<br />

charges.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Intangible assets from acquisitions are amortised over the following useful lives:<br />

Useful life in years<br />

Order backlog<br />

1–2<br />

Technologies 6–10<br />

Customer relationships 6–10<br />

Brands 6–10<br />

The assets are amortised on a straight­line basis over the planned useful life or in relation to<br />

the expected sales over the planned useful life. Software is amortised over three years using<br />

the straight­line method. All other intangible assets are amortised over their expected useful<br />

life subject to a maximum of ten years.<br />

In the event that an intangible asset does not have a determinable useful life and therefore<br />

cannot be amortised on a straight­line basis, an annual test for impairment is conducted.<br />

2.16 Income taxes<br />

Income taxes on the result comprise current and deferred income taxes.<br />

Current income taxes are the expected taxes payable on the taxable income for the year of<br />

the respective Group companies including any adjustment to taxes payable in respect of<br />

previous years. Current income taxes are recorded on accrued basis.<br />

Deferred income taxes are recognised using the liability method, providing for temporary differences<br />

(valuation differences) between the tax bases of assets and liabilities and their carrying<br />

amounts for financial reporting purposes under IFRS. However, if the deferred income<br />

taxes arise from initial recognition of an asset or liability in a transaction other than a business<br />

combination that at the time of the transaction affects neither accounting nor taxable profit/<br />

loss, they are not accounted for either at the point of initial recognition or thereafter. Deferred<br />

income taxes are determined using tax rates and laws that have been enacted or substantially<br />

enacted by the balance sheet date and are expected to apply when the related deferred<br />

income tax asset is realised or the deferred income tax liability is settled.<br />

Deferred income tax assets are recognised to the extent that it is probable that future taxable<br />

profit will be available against which the temporary difference or a loss carry­forward can be<br />

utilised.<br />

Deferred income tax liabilities are recognised on temporary differences arising on investments<br />

in subsidiaries and associates, except where the timing of the reversal of the temporary<br />

difference can be determined by <strong>Meyer</strong> <strong>Burger</strong> Group and it is probable that the temporary<br />

difference will not reverse in the foreseeable future due to this influence.<br />

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2.17 Financial liabilities<br />

Financial liabilities are divided into current and non­current depending on the time to ma­<br />

turity, and include in particular liabilities to banks, derivative financial instruments, liabilities<br />

from finance leases, loans and mortgages.<br />

Financial liabilities are valued at cost less transaction costs. Subsequent measurement is at<br />

amortised cost using the effective interest rate method.<br />

Also shown within Financial liabilities are the negative replacement values of derivative financial<br />

instruments (see Note 2.9).<br />

Finance leases are discussed in Note 2.27.<br />

2.18 Trade payables<br />

Trade payables are recognised when a legal obligation to pay cash arises due to prior perfor­<br />

mance.<br />

Trade payables are recognised at amortised cost, which is generally the nominal value.<br />

2.19 Customer prepayments<br />

A prepayment is a non­interest­bearing payment by a customer under an existing contract for<br />

construction and/or delivery of products and services.<br />

Customer prepayments are recognised at amortised cost, corresponding to the nominal<br />

value.<br />

Customer prepayments directly attributable to a machine (or order) or a long­term construction<br />

contract are recognised as deductions in inventories or in long­term construction<br />

contracts.<br />

2.20 Other liabilities<br />

Other liabilities include non­interest bearing liabilities, in particular VAT liabilities, liabilities<br />

for social security payments, current and non­current employee benefits (e.g. accrued paid<br />

annual leave and overtime, profit­sharing, bonuses, etc.) as well as accrued expenses and<br />

prepaid income.<br />

Other liabilities are measured at cost, which is generally the nominal value. Subsequent<br />

measurement is made at amortised cost, which is generally also the nominal value.<br />

2.21 Provisions and contingent liabilities<br />

<strong>Meyer</strong> <strong>Burger</strong> makes a distinction between the following categories of provisions: warranties,<br />

provisions for restructuring, onerous contracts, legal cases and other provisions.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Provisions are only recognised if there is a present obligation to third parties as a result of a<br />

past event, a reliable estimate can be made of the amount of the obligation, and an outflow<br />

of resources is probable. If an obligation cannot be estimated with sufficient reliability, it is<br />

shown as a contingent liability but not recognised.<br />

A provision is measured on the best estimate concept, i.e. the amount recognised as a provision<br />

is the best estimate of the expenditure required to settle the present obligation on the<br />

balance sheet date. The amount of a provision is reviewed for appropriateness at every balance<br />

sheet date. Non­current provisions are discounted.<br />

2.22 Equity<br />

Equity includes share capital, capital reserves, treasury stock, the reserve for share­based<br />

payments, retained earnings, other reserves and minority interests in equity.<br />

Share capital is the par value of all outstanding shares.<br />

Capital reserves contain payments by shareholders in excess of par. This is the premium,<br />

reduced by the excess value over par of cancelled treasury stock. Gains and losses realised<br />

on the sale of treasury stock are also recognised directly in the capital reserves.<br />

Treasury stock comprises shares in <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd held by <strong>Meyer</strong> <strong>Burger</strong><br />

<strong>Technology</strong> Ltd itself or indirectly through a Group company. Treasury stock is recognised at<br />

cost and is not remeasured at the end of a reporting period.<br />

The reserve for share­based payments includes the fair value of options granted to the<br />

Executive Board, the Board of Directors and key employees and recognised over the vesting<br />

period.<br />

Retained earnings are profits of the <strong>Meyer</strong> <strong>Burger</strong> Group that are not distributed as dividends<br />

and that are freely available for the greater part. They include the legal, statutory and free<br />

reserves.<br />

Other reserves include currency translation differences from translating financial statements<br />

of foreign subsidiaries, fair value adjustments of financial assets held for sale, fair value adjustments<br />

of derivative financial instruments held for cash flow hedging, the share in other<br />

comprehensive income of associates, as well as the income tax influence on other comprehensive<br />

income.<br />

The minority interests in equity include the part of Group company equity that is attributable<br />

directly or indirectly to third­party shareholders.<br />

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90 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

2.23 Revenue recognition<br />

Revenue corresponds to the fair value of the consideration received or receivable from the sale<br />

of goods and services. Revenue is recognised net of sales or other goods and services taxes,<br />

deductions of credit notes, returns and discounts.<br />

Appropriate provisions are created for expected warranty claims arising from the sale of goods<br />

and services.<br />

Revenue is recognised when the amount of revenue can be measured with reliability and when<br />

it is probable that the future economic benefits that are associated with the transaction will flow<br />

to the company and the following specific criteria are fulfilled:<br />

Net revenue from the sale of machinery is recognised after deduction of revenue reductions at<br />

the time of the sale to the customer, at the point when the risks and rewards of ownership of<br />

the product are transferred to the buyer. Net revenue from long­term construction contracts is<br />

measured using the percentage­of­completion (PoC) method.<br />

Net revenue from service agreements is recognised on the basis of the proportion of services<br />

performed by the balance sheet date.<br />

Net interest income is recognised using the effective interest rate method in a period­compliant<br />

manner; dividend income is recognised as soon as a legal right to payment is established.<br />

2.24 Share-based payments<br />

A share­based payment is a transaction in which an entity receives goods or services as<br />

consideration for equity instruments of the entity, or acquires goods or services by incurring<br />

liabilities to the supplier of those goods or services for amounts that are based on the price<br />

of the entity’s shares or other equity instruments of the entity. The accounting treatment for<br />

share­based payments depends on how the transaction is settled, namely whether it is settled<br />

with equity instruments or with cash. <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd makes share­based<br />

payments settled with equity instruments. The fair value at the time of the shares or options<br />

being issued is recognised in personnel expenses at the time of issuance or, where appropriate,<br />

over the vesting period.<br />

2.25 Business combinations<br />

All business combinations are recognised in accordance with the purchase method. The<br />

purchase costs of an acquisition comprise the fair value at the acquisition date of the assets<br />

acquired, the liabilities entered into or assumed and any equity instruments issued. The costs<br />

arising from the business combination are charged to the income statement. The identifiable<br />

assets acquired or liabilities and contingent liabilities assumed in a business combination are<br />

recognised at fair value at the time of the first consolidation regardless of any minority interests.<br />

If the acquisition costs exceed the fair value of the share of the net assets of the company<br />

acquired by <strong>Meyer</strong> <strong>Burger</strong> Group, this difference will be recognised as goodwill and<br />

allocated to cash­generating units. If the acquisition costs are lower than the fair value of the<br />

share of the net assets of the acquired subsidiary, the difference is recognised directly in the<br />

income statement. Minority interests are measured either by the full goodwill method using fair<br />

value or the proportionate share of the net assets.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

2.26 Segmentation<br />

Operational segments are disclosed on the same basis as that used for internal report­<br />

ing to the management bodies responsible for decision making. The Executive Board, as<br />

the executive decision­making body, reviews the allocation of resources and performance<br />

assessment.<br />

2.27 Leases<br />

A fundamental distinction is made between finance leases and operating leases.<br />

A finance lease must be recognised in the balance sheet and generally transfers substantially<br />

all the risks and rewards incidental to ownership of the leased asset to the lessee on conclusion<br />

of the leasing agreement. These transactions are capitalised at the lower of the present<br />

value of future leasing payments or the fair value of the assets and depreciated over the<br />

shorter of the estimated useful life or the lease term. The particular liability is then periodically<br />

reduced by the amortisation portion of the lease payment and, depending on the due date,<br />

allocated to either non­current or current financial liabilities. The finance charge portion of the<br />

lease payment is recognised as a financial expense.<br />

All leases that do not qualify as finance leases are deemed to be operating leases and are<br />

treated in the same way as normal rent, i.e. the resultant payments are recognised as an<br />

expense in the income statement over the lease term on a straight­line basis.<br />

2.28 Government grants<br />

A government grant is not recognised until there is reasonable assurance that the con­<br />

ditions attaching to it will be fulfilled, and that the grant will be received.<br />

Government grants relating to assets are presented as a deduction from the carrying<br />

amount of the asset. Grants relating to income are deducted from the related expense.<br />

2.29 Borrowing costs<br />

Borrowing costs comprise interest and other costs incurred in connection with the borrowing<br />

of funds.<br />

Borrowing costs that are directly attributable to the acquisition, construction or production of<br />

a qualifying asset are capitalised as part of the cost of that asset.<br />

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92 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

2.30 Impairment of non-financial assets<br />

Non­financial assets are assessed on each balance sheet date for any indication of impair­<br />

ment. If any such indication exists, a check is carried out to determine whether the asset<br />

could be impaired, i.e. whether the carrying amount could exceed the higher of the asset’s<br />

fair value less costs to sell and its value in use. If this is the case, the appropriate impairment<br />

loss is recognised.<br />

The same method is applied to reversals of impairment losses as to identifying impairment,<br />

i.e. a review is carried out on each reporting date to assess whether there are indications that<br />

an impairment loss might no longer exist or might have decreased. If this is the case, the<br />

amount of the decrease in impairment loss is determined (difference between recoverable<br />

amount and net carrying amount) and the impairment reversed accordingly.<br />

Goodwill is tested for potential impairment annually.<br />

For the purpose of impairment testing, goodwill acquired in a business combination must,<br />

from the acquisition date, be allocated to each of the acquirer’s cash­generating units, or<br />

groups of cash­generating units, that are expected to benefit from the synergies of the combination,<br />

irrespective of whether other assets or liabilities of the acquiree are assigned to<br />

those units or groups of units.<br />

Impairment may not be reversed for goodwill.<br />

2.31 Pension plans<br />

<strong>Meyer</strong> <strong>Burger</strong> Group has a range of pension plans designed to take account of local condi­<br />

tions in individual countries. The Group operates defined benefit plans in Switzerland and<br />

defined contribution plans in other countries. Assets and liabilities of the Swiss pension plans<br />

are held in institutions that are legally independent of the <strong>Meyer</strong> <strong>Burger</strong> Group.<br />

Defined benefit plans typically prescribe an amount of pension benefits which an employee will<br />

receive upon retirement and which, as a rule, is dependent on one or more factors such as<br />

age, years of service and salary. In contrast, with a defined contribution plan, a fixed amount<br />

is paid to an entity (insurance company or fund) that does not belong to <strong>Meyer</strong> <strong>Burger</strong> Group.<br />

<strong>Meyer</strong> <strong>Burger</strong> does not have any legal or constructive obligation to make further payments<br />

should the defined contribution fund have insufficient assets to settle the claims to postemployment<br />

benefits of all employees relating to the current and previous financial years.<br />

For defined benefit plans, the amount recognised in the balance sheet should be the present<br />

value of the defined benefit obligation reduced by the fair value of plan assets at the balance<br />

sheet date and adjusted for cumulative unrecognised actuarial gains and losses and unrecognised<br />

past service cost. The defined benefit obligation (DBO) is calculated annually by an<br />

independent actuary using the projected unit credit method.<br />

In all cases, any underfunding is recognised as a liability. Overfunding, however, is only capitalised<br />

to the extent that it represents an economic benefit for the Group.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Actuarial gains and losses that are based on experience­based adjustments and the effects of<br />

changes in actuarial assumptions and exceed 10% of the fair value of plan assets or, if higher,<br />

10% of the present value of the defined benefit obligation are recognised in the income statement<br />

over the expected average remaining working lives of the employees participating in that<br />

plan (corridor rule).<br />

In the case of defined contribution plans, <strong>Meyer</strong> <strong>Burger</strong> Group pays contributions to public or<br />

private pension insurance plans on the basis of a statutory or contractual obligation, or on a<br />

voluntary basis. <strong>Meyer</strong> <strong>Burger</strong> does not have any further payment obligations over and above<br />

payment of the contributions. The contributions are recognised under personnel costs when<br />

they fall due.<br />

2.32 Earnings per share<br />

Earnings per share is calculated by dividing the Group’s profit or loss attributable to registered<br />

shareholders of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd by the weighted average number of registered<br />

shares outstanding during the period in question. For the purposes of diluted earnings per<br />

share, potential diluting effects, e.g. from the exercise of options or conversion rights, are<br />

taken into account when counting the number of outstanding shares, and the relevant profit is<br />

adjusted accordingly.<br />

Treasury shares are not regarded as outstanding shares and are not included in the calculation.<br />

Earnings per share, if there are discontinued operations, is reported both for continuing<br />

operations and also for the total result.<br />

3 Financial risk management and capital management<br />

3.1 Overview of financial instruments<br />

The following is an overview of the <strong>Meyer</strong> <strong>Burger</strong> Group’s financial instruments:<br />

Financial assets<br />

in TCHF<br />

Fair value<br />

Receivables through profit<br />

and loans and loss<br />

Available­<br />

for­sale Total<br />

31.12.<strong>2010</strong><br />

Cash and cash equivalents 393 543 – – 393 543<br />

Trade receivables 36 937 – – 36 937<br />

Other receivables 42 727 – – 42 727<br />

Financial assets 500 – – 500<br />

Total 473 707 – – 473 707<br />

31.12.2009<br />

Cash and cash equivalents 96 610 – – 96 610<br />

Trade receivables 27 722 – – 27 722<br />

Other receivables 36 330 – – 36 330<br />

Financial assets 187 588 1 270 2 045<br />

Total 160 849 588 1 270 162 706<br />

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94 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Financial liabilities<br />

in TCHF<br />

Fair value<br />

through profit<br />

and loss<br />

Derivative<br />

for hedge<br />

accounting<br />

Other<br />

financial<br />

liabilities Total<br />

31.12.<strong>2010</strong><br />

Financial liabilities – – 893 893<br />

Trade payables – – 77 565 77 565<br />

Other liabilities – – 30 678 30 678<br />

Total – – 109 135 109 135<br />

31.12.2009<br />

Financial liabilities 27 – 82 872 82 899<br />

Trade payables – – 39 309 39 309<br />

Other liabilities – – 16 468 16 468<br />

Total 27 – 138 648 138 675<br />

3.2 Fair value assessment<br />

With effect from 1 January 2009 and in accordance with IFRS 7, financial instruments<br />

measured at fair value are to be disclosed on the basis of a three­level valuation hierarchy.<br />

The valuation methods for each of these three levels differ as follows:<br />

Level I Listed prices on active markets (not adjusted)<br />

Level II Valuation method with observable model inputs<br />

Level III Valuation method with non­observable model inputs<br />

Fair value hierarchy<br />

in TCHF Level I Level II Level III Total<br />

31.12.<strong>2010</strong><br />

Financial assets<br />

Derivative financial instruments – – – –<br />

Available­for­sale financial assets – – – –<br />

Total financial assets<br />

Financial liabilities<br />

– – – –<br />

Derivative financial instruments – – – –<br />

Total financial liabilities – – – –<br />

31.12.2009<br />

Financial assets<br />

Derivative financial instruments – 588 – 588<br />

Available­for­sale financial assets – – 1 270 1 270<br />

Total financial assets<br />

Financial liabilities<br />

– 588 1 270 1 857<br />

Derivative financial instruments – (27) – (27)<br />

Total financial liabilities – (27) – (27)


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

The financial assets of TCHF 588 and financial liabilities of TCHF 27 shown under Level II as<br />

of 31 December 2009 corresponded to the positive and negative replacement values of<br />

forward currency contracts entered into. As of 31 December <strong>2010</strong>, no current forward cur­<br />

rency contracts are outstanding.<br />

The financial asset of TCHF 1,270 shown under Level III as of 31 December 2009 corresponded<br />

to a participation of approximately 9% in SiC Processing Wuxi. The valuation was<br />

carried out on 31 December 2009, applying net fair value on the basis of two capital increases<br />

carried out shortly before the balance sheet date. This stake was sold in the <strong>2010</strong> reporting<br />

period.<br />

Financial assets at fair value in level III<br />

in TCHF<br />

Fair value through<br />

profit and loss<br />

Traded<br />

securities<br />

Traded<br />

derivative<br />

financial<br />

instruments<br />

Available­<br />

for­sale Total<br />

Equity<br />

instruments<br />

1.1.2009<br />

–<br />

– 1 212 1 212<br />

Changes in scope of consolidation – – – –<br />

Reclassification of associated companies<br />

Total earnings or losses<br />

– – – –<br />

reflected in income statement – – 106 106<br />

reflected in other comprehensive income – – – –<br />

Purchases – – – –<br />

Issues – – – –<br />

Sales – – – –<br />

Currency translation differences – – (49) (49)<br />

Reclassification from level III – – – –<br />

31.12.2009<br />

Total earnings or losses of the period for financial assets<br />

– – 1 270 1 270<br />

still held at the end of the reporting period<br />

–<br />

– 58 58<br />

1.1.<strong>2010</strong><br />

–<br />

– 1 270 1 270<br />

Changes in scope of consolidation – – – –<br />

Total earnings or losses – – – –<br />

reflected in income statement – – 1 230 1 230<br />

reflected in other comprehensive income – – – –<br />

Purchases – – – –<br />

Issues – – – –<br />

Sales – – (2 649) (2 649)<br />

Currency translation differences – – 149 149<br />

Reclassification from level III – – – –<br />

31.12.<strong>2010</strong><br />

Total earnings or losses of the period for financial assets<br />

– – – –<br />

still held at the end of the reporting period<br />

–<br />

–<br />

–<br />

–<br />

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96 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

in TCHF<br />

3.3 Financial risk management<br />

<strong>Meyer</strong> <strong>Burger</strong> Group is exposed in its operations to liquidity, credit and market risks (interest<br />

rate and foreign currency risks). As part of the Group’s risk management approach, derivative<br />

financial instruments are used to hedge against such risks. Generally, fluctuations in the fair<br />

value of these derivative financial instruments coincide with fluctuations in the opposite direction<br />

with regard to the hedged positions.<br />

3.3.1 Market risks<br />

Foreign currency risks<br />

<strong>Meyer</strong> <strong>Burger</strong> Group is exposed in particular to exchange rate fluctuations through operating<br />

expenses and finance denominated in a currency other than the local currency (functional<br />

currency) of the individual Group company concerned. The extent of the risk posed by sales<br />

denominated in a foreign currency is lower. At a consolidated level, the Group is also exposed<br />

to exchange rate fluctuations between the Swiss Franc and the respective local currencies of<br />

the Group companies. The major foreign currencies relevant to the <strong>Meyer</strong> <strong>Burger</strong> Group are<br />

the Euro, US Dollar, Japanese Yen and Chinese Yuan Renminbi.<br />

<strong>Meyer</strong> <strong>Burger</strong> Group uses forward currency contracts to hedge against exchange rate risks.<br />

Most of the hedge transactions have a term of up to 12 months. Foreign exchange rate risks<br />

relating to the carrying amount of the net investment in a foreign entity or to the conversion of<br />

results posted by foreign entities are not hedged.<br />

There were no open forward currency contracts on the balance sheet date. Fair value fluctuations<br />

in relation to foreign currency hedging are reported under Other income. Hedge<br />

accounting has not been used to date.<br />

The table below shows the currency risks from monetary financial instruments where the currency<br />

is not the same as the functional currency of the Group company holding the financial<br />

instrument:<br />

Foreign currency exposure (monetary and different from functional currency)<br />

31.12.<strong>2010</strong> 31.12.2009<br />

CHF EUR USD JPY NOK Total CHF EUR USD NOK Total<br />

Currency balance after hedging 336 11 507 28 902 290 393 41 428 458 10 291 (7 652) 1 606 4 703<br />

Income statement related sensitivity analysis +/– 5% 17 575 1 445 14 20 2 071 23 515 (383) 80 235<br />

Foreign currency rate fluctuations of 5% would have increased/reduced the consolidated<br />

equity/the result by TCHF 2,071 (previous year: TCHF 235). This analysis is based on the<br />

assumption that all other variables, particularly interest rates, remained unchanged.<br />

Interest rate risks<br />

<strong>Meyer</strong> <strong>Burger</strong> Group faces an interest rate risk from fluctuations in interest rates on the capital<br />

market. Liabilities from the use of syndicated bank loans are particularly exposed to the risk of<br />

fluctuating interest levels, with a potential related impact on cash flow. The other non­current<br />

financial liabilities are mainly subject to fixed rates of interest. As a result, changes in interest


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

rates could cause the fair value of such financial liabilities to fluctuate, which would not<br />

however have any effect on either Group earnings or future cash flow. <strong>Meyer</strong> <strong>Burger</strong> Group<br />

actively manages its interest rate risks. Its main goal lies in limiting the volatility of planned cash<br />

flows. As at 31 December 2009 and as at 31 December <strong>2010</strong>, there were no corresponding<br />

derivatives outstanding.<br />

Cash flow sensitivity analysis for variable­interest financial instruments: a change of 50 basis<br />

points in the rate of interest would have increased/reduced the result and consolidated equity<br />

by TCHF 1,680 (previous year: TCHF 183). This analysis is based on the assumption that all<br />

other variables remained unchanged.<br />

Further price risks<br />

<strong>Meyer</strong> <strong>Burger</strong> Group does not currently hold any financial instruments with equity character<br />

and is therefore not exposed to any such price risks. A commodity is a physical substance,<br />

generally a basic resource such as iron ore, nickel, aluminium, copper or other metals, crude<br />

oil, natural gas, coal, etc. Basically, <strong>Meyer</strong> <strong>Burger</strong> is only exposed indirectly, through its<br />

acquired products, to fluctuations in commodity prices. The actual price risk is caused by<br />

the time difference between cost rises implemented by suppliers as their raw material prices<br />

increase and the opportunity for the Group companies to increase their prices. Each Group<br />

company is responsible for identifying and quantifying its commodity price risks. <strong>Meyer</strong><br />

<strong>Burger</strong> Group did not trade in any such derivatives during the 2009 and <strong>2010</strong> reporting<br />

periods.<br />

3.3.2 Credit risks<br />

<strong>Meyer</strong> <strong>Burger</strong> Group is exposed to various credit risks through its operating activities. The<br />

Group has put in place guidelines to guarantee that products and services are only sold to customers<br />

with a good credit rating. Outstanding debts are also permanently monitored in relation<br />

to operating activities. Due account is taken of credit risks in relation to trade receivables and<br />

with regard to prepayments by means of individual value adjustments and flat­rate value adjustments.<br />

Cluster risks are minimised by ensuring that the Group has a balanced number of different<br />

customers. With regard to the financial assets that were neither impaired nor the subject<br />

of payment arrears as at the balance sheet date, there are no signs that the debtors concerned<br />

will be unable to meet their payment obligations. The Group’s counterparties with regard to securities<br />

transactions, derivative financial instruments and investments are carefully selected<br />

financial institutions which are constantly monitored within defined limits. Because of the high<br />

inflow of funds in the period under review, around CHF 252 million or 64% of the cash and cash<br />

equivalents were invested with a large Swiss bank as of 31 December <strong>2010</strong>. On the basis of<br />

this institution’s credit ratings, <strong>Meyer</strong> <strong>Burger</strong> Group does not expect to incur any losses on account<br />

of non­performance of contracts. The maximum credit risks are limited to the carrying<br />

amounts of the respective financial assets. Further information on the financial assets can be<br />

found in Note 6.2 (Receivables).<br />

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98 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

3.3.3 Liquidity risks<br />

The liquidity risk is the risk that <strong>Meyer</strong> <strong>Burger</strong> Group might be unable to meet its financial<br />

obligations on time. The availability of sufficient liquidity is permanently monitored, with<br />

monthly details provided to management. Liquidity reserves are maintained such that the<br />

Group is in a position to even out any normal fluctuations in the requirement for funds. At the<br />

same time, unused credit lines are available as a means of cushioning any major fluctuations<br />

should they arise. The total amount of unused credit lines as at 31 December <strong>2010</strong> due to<br />

the high exposure to advance payment guarantees was CHF 14.4 million (31 December<br />

2009: CHF 54.7 million).<br />

The table below shows the total contractual maturities of non­discounted financial liabilities<br />

(including estimated future interest payments):<br />

Contractual maturities of financial assets (not discounted)<br />

in TCHF<br />

Book Total<br />

value payments<br />

till 1 year<br />

Due<br />

1 to 5<br />

years > 5 years<br />

31.12.<strong>2010</strong><br />

Financial liabilities (without foreign exchange rate contract) 893 893 583 310 –<br />

Foreign exchange rate contracts gross­cash­inflow – – – – –<br />

Foreign exchange rate contracts gross­cash­outflow – – – – –<br />

Trade payables 77 565 77 565 77 565 – –<br />

Other liabilities 30 678 30 678 29 599 985 93<br />

Total financial liabilities 109 136 109 136 107 747 1 296 93<br />

31.12.2009<br />

Financial liabilities (without foreign exchange rate contract) 82 899 86 146 16 125 69 138 883<br />

Foreign exchange rate contracts gross­cash­inflow – (1 482) (1 482) – –<br />

Foreign exchange rate contracts gross­cash­outflow 27 1 509 1 509 – –<br />

Trade payables 39 309 39 244 39 244 – –<br />

Other liabilities 16 468 18 964 18 402 558 5<br />

Guarantees – – – – –<br />

Total financial liabilities 138 702 144 381 73 797 69 696 888


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Contractual maturities of financial assets (not discounted)<br />

in TCHF Book value<br />

Total<br />

payments<br />

till 1 year<br />

Due<br />

1 to 5<br />

years > 5 years<br />

31.12.<strong>2010</strong><br />

Cash and cash equivalents 393 543 393 543 393 543 – –<br />

Trade receivables 36 937 36 937 36 937 – –<br />

Other receivables 45 805 45 805 42 727 3 078 –<br />

Financial assets – – – – –<br />

Foreign exchange rate contracts gross­cash­inflow – – – – –<br />

Foreign exchange rate contracts gross­cash­outflow – – – – –<br />

Participation in SiC Processing (Wuxi) Ltd – – – – –<br />

Loans 500 500 314 186 –<br />

Total financial assets 476 785 476 785 473 521 3 264 –<br />

31.12.2009<br />

Cash and cash equivalents 96 610 96 610 96 610 – –<br />

Trade receivables 27 722 27 722 27 722 – –<br />

Other receivables 36 330 36 330 36 330 – –<br />

Income tax receivables – – – – –<br />

Financial assets 588 19 219 19 219 – –<br />

Foreign exchange rate contracts gross­cash­inflow (18 632) (18 632) – –<br />

Foreign exchange rate contracts gross­cash­outflow 1 270 1 270 – 1 270 –<br />

Participation in SiC Processing (Wuxi) Ltd 187 187 – 187 –<br />

Loans – – – – –<br />

Total financial assets 162 706 162 706 161 249 1 457 –<br />

3.4 Capital management<br />

The capital managed by <strong>Meyer</strong> <strong>Burger</strong> Group is the consolidated equity. The aims in managing<br />

this capital are to maintain a healthy and solid balance sheet structure on the basis<br />

of going­concern values, while guaranteeing the financial room for manoeuvre needed for<br />

future investments and acquisitions and generating a return for investors commensurate<br />

with the level of risk. The capital structure is monitored using the equity ratio as key financial<br />

data.<br />

Capital management<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

Equity attributable to shareholders of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />

642 923 196 287<br />

Minority interests 4 –<br />

Total equity 642 927 196 287<br />

Total assets 1 066 799 460 195<br />

Equity ratio 60.3% 42.7%<br />

The Group’s capital management is also based around the requirements of the lending banks<br />

with a view to improving the current rating. In September 2009, <strong>Meyer</strong> <strong>Burger</strong> Ltd entered<br />

into an agreement for a syndicated credit line (for further information on the syndicated credit<br />

see Note 6.12). The bank syndicate defined covenants. Should <strong>Meyer</strong> <strong>Burger</strong> be unable to<br />

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100 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

meet these covenants, the bank syndicate would have the right to cancel the loan at short<br />

notice. The bank syndicate stipulated a minimum equity ratio and a maximum level of indebt­<br />

edness as of 31 December <strong>2010</strong>. All covenants were met as of that date.<br />

4 Estimation uncertainties and management judgements<br />

Preparation of the financial statements in accordance with IFRS requires that management<br />

make estimates and assumptions that could affect the reported amounts of income and<br />

expenses, assets and liabilities and contingent liabilities at the time of the accounts being<br />

prepared. These estimates, assumptions and assessments are permanently being revised.<br />

The adjustments made can affect the current period or also future periods depending on the<br />

circumstances concerned. The estimates, assessments and assumptions are based on historical<br />

values as well as other appropriate and justified factors. Actual events might deviate<br />

from these estimates. Additionally, the application of accounting standards requires that the<br />

management make decisions that could have a significant impact on the amounts reported<br />

in the financial statements. Above all, the assessment of business transactions with a complex<br />

structure or legal form requires that management make decisions. This applies to the<br />

following circumstances in particular:<br />

Business combinations<br />

In the event of control over another company being acquired, the costs of the acquisition are<br />

allocated to assets, liabilities and contingent liabilities. Any residual amount is reported as<br />

goodwill. This assessment requires an estimate from management of the fair value of these<br />

items. The estimates made by management are reflected in particular in the reporting and<br />

measurement of intangible assets (technology, order backlog, customer base, etc.) and of<br />

contingent items, and are reviewed by external valuation experts.<br />

Impairment of property, plant and equipment, goodwill and intangible assets<br />

Detailed impairment tests are carried out at least once a year for goodwill and other intan ­<br />

gible assets with an indefinite service life. The value of all other assets is reviewed if there are<br />

indicators that they are overvalued. Goodwill is allocated to the cash­generating units (CGUs).<br />

Within <strong>Meyer</strong> <strong>Burger</strong> Group, these CGUs correspond to the individual subsidiaries. The residual<br />

values of the individual CGUs are compared against the higher of fair value less costs to<br />

sell and value in use. As part of the same process, the amount obtainable from property,<br />

plant and equipment is calculated using the same method. These impairment tests are based<br />

on estimated future cash flows from the use of these assets. The actual cash flows recorded<br />

in practice could differ considerably from these estimates as a result of changes to the<br />

planned use of assets such as technical obsolescence or market changes.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Provisions<br />

The Group companies may, on the basis of their ordinary business activity, become involved<br />

in legal disputes. Provisions for current or pending cases are measured based on<br />

existing knowledge on the basis of cash outflows judged to be realistic. Depending on the<br />

outcome of such cases, claims may arise against the Group, fulfilment of which might not<br />

be covered in full or in part by provisions or by insurance cover. The amount of warranty<br />

provisions is determined from past historical data and the currently known warranty risks.<br />

These provisions are made on a machine­specific basis as soon as a piece of equipment is<br />

invoiced (commencement of warranty period), and are reduced over the warranty period in<br />

line with the warranty costs incurred for the machine in question. Appropriate provisions<br />

are made to cover any contractual obligations on the basis of which the unavoidable costs<br />

of fulfilling the obligation exceed the economic benefits expected to be received under<br />

them. The amount of the provisions is based on management’s assessment of the case.<br />

Pension plans<br />

The estimates and assumptions used to determine the annual plan costs and plan liabilities are<br />

based on future projections and calculations (e.g. discount rate, expected long­term asset earnings,<br />

expected rate of increase in wages, expected rate of inflation), which are determined on a<br />

joint basis with actuaries.<br />

Income taxes<br />

Estimates have to be made to determine the level of claims and liabilities from current and<br />

deferred income taxes. These are based on an interpretation of the existing tax laws and regu­<br />

lations. Numerous internal and external factors can impact on the final assessment. These<br />

include amendments to tax law, changes in tax rates, the future level of pre­tax profits and<br />

audits carried out by the tax authorities.<br />

5 Segment reporting<br />

<strong>Meyer</strong> <strong>Burger</strong> Group is a leading globally active technology group specialising in innovative<br />

systems and processes for cutting and handling crystalline and other high­grade materials in<br />

the solar (photovoltaic), semiconductor and optical industries. <strong>Meyer</strong> <strong>Burger</strong> Group only has<br />

one reportable segment, which means that the segment information corresponds to the figures<br />

in the consolidated statements. During implementation of IFRS 8, the following circumstances<br />

led to the conclusion that the Group had only one reportable segment:<br />

– Internal monthly reporting is carried out in concentrated form for the whole Group, with no split<br />

by geography, industry (solar, semiconductors, optical industries) or technology (e.g. cutting,<br />

automation and robotic systems, measurement systems, laminating, soldering systems or<br />

customer services).<br />

– Because of the close integration of the Group companies in individual projects, the legal en ­<br />

tities also generate sales with sister companies. Key decisions are therefore made for the whole<br />

Group by Group management on the basis of individual projects and not on the basis of the<br />

individual financial statements of the legal entities.<br />

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102 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

The holding companies only supply internal services; their operating results are monitored in<br />

the internal monthly reports referred to above.<br />

<strong>Meyer</strong> <strong>Burger</strong> Group invested TCHF 367,768 (<strong>2010</strong>: TCHF 84,053) in non­current assets<br />

in the <strong>2010</strong> reporting period, which was mainly the result of acquisitions (see Business combinations<br />

in Note 6.30), other property, plant and equipment (see Note 6.10) and intangible<br />

assets (see Note 6.11).<br />

Geographical information<br />

in TCHF Switzerland Europe Asia USA Total<br />

<strong>2010</strong><br />

Net sales third parties 10 537 128 325 628 722 58 420 826 005<br />

Long­term assets 143 429 211 019 1 567 73 465 429 480<br />

Sales in Europe mainly related to sales to Germany, and in Asia mainly to China. Net sales of<br />

CHF 252 million were generated from one major client, corresponding to 30.5% of the <strong>Meyer</strong><br />

<strong>Burger</strong> Group’s net sales.<br />

in TCHF Switzerland Europe Asia USA Total<br />

2009<br />

Net sales third parties 4 431 140 633 251 939 23 940 420 943<br />

Long­term assets 14 268 74 901 1 909 77 574 168 652<br />

Sales in Europe mainly related to transactions with Norway and Germany, while China was the<br />

main sales market in Asia. Net sales of CHF 62 million were generated from one major client,<br />

corresponding to 14.7% of the <strong>Meyer</strong> <strong>Burger</strong> Group’s net sales.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Net sales from products and services<br />

Net sales include the following products and services:<br />

in TCHF <strong>2010</strong> 2009<br />

Net sales from products<br />

Machines/systems manufactured 731 645 371 306<br />

Machines/systems traded 9 323 18 052<br />

Spare parts 25 508 16 032<br />

Consumables 19 457 7 056<br />

Other goods<br />

Net sales from services<br />

3 961 81<br />

Servicing and maintenance 4 590 2 558<br />

Regrooving and recoating 6 256 4 973<br />

Commissions 151 454<br />

Consultancy and training 84 26<br />

Other services 1 125 405<br />

Net sales from construction contracts 23 906 –<br />

Net sales 826 005 420 943<br />

6 Notes to the consolidated financial statements<br />

6.1 Cash and cash equivalents<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

Cash and cash equivalents<br />

373 513 96 511<br />

Time deposits with maturities up to 90 days 20 030 98<br />

Cash and cash equivalents 393 543 96 610<br />

Of the total amount of cash and cash equivalents, TCHF 14,863 (2009: TCHF 6,681) is<br />

located in countries where cash flows to other countries are subject to formal requirements<br />

or applications. Taking the periods required for this into account, these funds can be made<br />

available at short notice.<br />

6.2 Receivables<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

Trade receivables<br />

39 922 30 820<br />

Other receivables 45 970 36 330<br />

Value adjustments (3 150) (3 098)<br />

Receivables 82 742 64 052<br />

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104 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Receivables without individual adjustments<br />

in TCHF<br />

Trade<br />

receivables<br />

31.12.<strong>2010</strong> 31.12.2009<br />

Other<br />

receivables<br />

Trade<br />

receivables<br />

Other<br />

receivables<br />

Not yet due<br />

20 853 45 655 13 948 36 317<br />

1–30 days overdue 6 603 – 3 150 –<br />

31–90 days overdue 4 123 – 1 810 –<br />

More than 91 days overdue 4 826 – 7 960 12<br />

Receivables without individual adjustments 36 406 45 655 26 868 36 330<br />

Receivables with individual adjustments<br />

in TCHF<br />

Trade<br />

receivables<br />

31.12.<strong>2010</strong> 31.12.2009<br />

Other<br />

receivables<br />

Trade<br />

receivables<br />

Other<br />

receivables<br />

Gross receivables<br />

3 516 315 3 783 –<br />

Value adjustments (2 817) (165) (2 928) –<br />

Receivables adjusted 699 150 854 –<br />

Changes in adjustments on receivables<br />

in TCHF<br />

Trade receivables Other receivables<br />

Individual<br />

value<br />

adjustments<br />

Overall<br />

value<br />

adjustments<br />

Individual<br />

value<br />

adjustments<br />

Overall<br />

value<br />

adjustments<br />

Balance as of 1.1.2009<br />

(1 290)<br />

–<br />

–<br />

–<br />

Impairment (2 425) (178) – –<br />

Reversal of impairment 674 – – –<br />

Disposals 101 – – –<br />

Currency translation differences 12 8 – –<br />

Balance as of 31.12.2009 (2 928) (170) – –<br />

Changes in scope of consolidation (961) – (114) –<br />

Impairment (2 539) (17) (50) –<br />

Reversal of impairment 2 234 – – –<br />

Disposals 1 213 – – –<br />

Currency translation differences 164 18 – –<br />

Balance as of 31.12.<strong>2010</strong> (2 817) (169) (165) –<br />

Both the trade receivables and other receivables are for the most part current in nature.<br />

Long-term receivables account for approximately CHF 3 million. <strong>Meyer</strong> <strong>Burger</strong> Group has not<br />

pledged any receivables to third parties as collateral. The maximum credit risk for <strong>Meyer</strong><br />

<strong>Burger</strong> Group corresponds in every case to the carrying amount of the receivables recognised.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

6.3 Net assets from construction contracts<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

Accrued project costs<br />

15 275<br />

–<br />

Recognised portion gross profit 8 631 –<br />

Work in process 23 906 –<br />

Customer prepayments (18 047) –<br />

Net assets from construction contracts 5 859 –<br />

6.4 Financial assets<br />

Fair value through<br />

profit and loss<br />

in TCHF Trading Designated<br />

Available-<br />

for-sale<br />

Derivative<br />

financial<br />

instruments Loans Total<br />

Balance as of 1.1.2009<br />

–<br />

– 1 212 555<br />

– 1 767<br />

Changes in scope of consolidation – – – – – –<br />

Additions – – – 588 193 781<br />

Income statement related impairment – – 106 – – 106<br />

Impairment not affecting income statement – – – – – –<br />

Reclassification within financial assets – – – – – –<br />

Reclassification of long-term financial assets held-for-sale – – – – – –<br />

Disposals – – – (555) – (555)<br />

Currency translation differences – – (49) – (6) (54)<br />

Balance as of 31.12.2009 – – 1 270 588 187 2 045<br />

Changes in scope of consolidation – – – – 79 79<br />

Additions – – – – 315 315<br />

Income statement related impairment – – 1 230 – – 1 230<br />

Impairment not affecting income statement – – – – – –<br />

Reclassification within financial assets – – – – – –<br />

Reclassification of long-term financial assets held-for-sale – – – – – –<br />

Disposals – – (2 649) (588) (84) (3 321)<br />

Currency translation differences – – 149 – 3 152<br />

Balance as of 31.12.<strong>2010</strong> – – – – 500 500<br />

Thereof short-term<br />

Fair value through<br />

profit and loss<br />

in TCHF Trading Designated<br />

Available-<br />

for-sale<br />

Derivative<br />

financial<br />

instruments Loans Total<br />

01.01.2009<br />

–<br />

–<br />

– 555<br />

– 555<br />

31.12.2009 – – – 588 – 588<br />

31.12.<strong>2010</strong> – – – – 314 314<br />

The maximum credit risk for <strong>Meyer</strong> <strong>Burger</strong> Group corresponds in every case to the carrying<br />

amount of the financial assets recognised. <strong>Meyer</strong> <strong>Burger</strong> Group has not pledged any financial<br />

assets to third parties as collateral.<br />

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106 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

6.5 Financial assets carried at fair value through profit or loss<br />

and available-for-sale<br />

As of 31 December 2009, <strong>Meyer</strong> <strong>Burger</strong> Group held a participation of approximately 9%<br />

in SiC Processing (Wuxi) Ltd. This participation was sold during financial year <strong>2010</strong>. This<br />

financial asset was classed as “available­for­sale” with a carrying amount of TCHF 1,270 as<br />

at 31 December 2009. For information on the measurement of fair value, see Note 3.2.<br />

6.6 Derivative financial instruments<br />

in TCHF<br />

Positive<br />

current<br />

market value<br />

Negative<br />

Contract current<br />

volume market value<br />

Contract<br />

volume<br />

Cash flow hedges<br />

Currency – – – –<br />

Interest rates<br />

Fair value hedges<br />

– – – –<br />

Currency – – – –<br />

Interest rates<br />

Trading assets<br />

– – – –<br />

Currency 588 19 219 (27) 1 509<br />

Interest rates – – – –<br />

31.12.2009<br />

Cash flow hedges<br />

588 19 219 (27) 1 509<br />

Currency – – – –<br />

Interest rates<br />

Fair value hedges<br />

– – – –<br />

Currency – – – –<br />

Interest rates<br />

Trading assets<br />

– – – –<br />

Currency – – – –<br />

Interest rates – – – –<br />

31.12.<strong>2010</strong> – – – –<br />

There were no outstanding foreign currency instruments as of 31 December <strong>2010</strong>. The foreign<br />

currency instruments as of 31 December 2009 were mainly foreign currency hedges in US<br />

Dollars and Euros. The maximum residual term of the forward exchange currency contracts<br />

was 12 months.<br />

6.7 Loans<br />

The loans as of 31 December <strong>2010</strong> with a carrying amount of TCHF 500 (31.12.2009: TCHF<br />

187) were not subject to an impairment; the amount shown corresponds to the effective receivables<br />

from the borrowers. The carrying amounts of these loans do not differ materially<br />

from the fair value. The maximum exposure to credit risk corresponds to its carrying amount.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

6.8 Inventories<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

Raw materials, purchased parts<br />

53 621 54 222<br />

Goods in consignment 22 –<br />

Semi­finished goods 76 746 55 297<br />

Finished goods 20 202 6 506<br />

Machines before acceptance 201 112 97 980<br />

Customer prepayments (202 772) (82 059)<br />

Value adjustment inventories (9 903) (10 460)<br />

Inventories 139 028 121 487<br />

Allowances are made for overly high levels of inventories that in all probability cannot be sold,<br />

for inventories where there is no or almost no inventory turnover, and for damaged and<br />

unsalable inventories.<br />

6.9 Long-term assets held for sale<br />

The long­term assets held for sale as of 31 December 2009 at a carrying amount of<br />

TCHF 885 corresponded to the value of four cylindrical grinding machines belonging to<br />

<strong>Meyer</strong> <strong>Burger</strong> Machinery (Shanghai) Co. Ltd., the sale of which was pending and which<br />

were no longer being used for the originally intended purpose. As of 31 December 2009, no<br />

liabilities were associated with these machines intended for sale. These machines were sold<br />

during the financial year <strong>2010</strong>.<br />

107


108 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

6.10 Property, plant and equipment<br />

in TCHF<br />

Land and<br />

Assets under<br />

buildings Equipments Maschines IT Vehicles construction Total<br />

Purchase price<br />

Balance as of 1.1.2009 5 303 5 749 20 031 1 387 916 – 33 386<br />

Change in scope of consolidation 2 055 327 5 529 305 15 – 8 232<br />

Increase – 767 4 892 83 54 713 6 509<br />

Capitalisation – – 226 – – – 226<br />

Reclassification within property, plant and equipment – 36 (81) – 45 – –<br />

Reclassification from/to non­current assets held for sale – – (1 183) – – – (1 183)<br />

Disposal (5 303) (236) (2 487) – (179) – (8 205)<br />

Currency translation differences (90) (16) (180) (14) (4) (29) (334)<br />

Balance as of 31.12.2009 1 965 6 626 26 747 1 761 847 684 38 631<br />

Change in scope of consolidation 147 2 647 5 031 229 100 – 8 154<br />

Increase 166 1 265 4 235 207 520 2 115 8 508<br />

Capitalisation – – 3 776 – – 4 981 8 757<br />

Reclassification within property, plant and equipment (1 975) 2 142 4 243 10 10 (4 431) –<br />

Reclassification from/to non­current assets held for sale – – – – – – –<br />

Disposal – (25) (3 372) – (91) – (3 488)<br />

Currency translation differences 6 (789) (1 990) (28) (36) (214) (3 051)<br />

Balance as of 31.12.<strong>2010</strong> 310 11 866 38 670 2 179 1 351 3 134 57 510<br />

Cumulative depreciations and impairments<br />

Balance as of 1.1.2009 (3 709) (1 419) (5 501) (785) (211) – (11 626)<br />

Depreciation according to plan (147) (1 212) (5 315) (353) (175) – (7 201)<br />

Impairment – – (160) – – – (160)<br />

Reclassification within property, plant and equipment – (11) 14 – (4) – –<br />

Reclassification from/to non­current assets held for sale – – 256 – – – 256<br />

Disposal 3 784 208 1 459 – 96 – 5 547<br />

Currency translation differences 3 3 51 1 2 – 61<br />

Balance as of 31.12.2009 (68) (2 430) (9 195) (1 137) (292) – (13 123)<br />

Depreciation according to plan (27) (2 588) (8 124) (638) (232) – (11 609)<br />

Impairment – (14) (685) 5 – – (693)<br />

Reclassification within property, plant and equipment 69 (93) 19 – 4 – –<br />

Reclassification from/to non­current assets held for sale – – – – – – –<br />

Disposal – 25 1 293 – 55 – 1 373<br />

Currency translation differences 1 168 470 52 21 – 713<br />

Balance as of 31.12.<strong>2010</strong> (25) (4 931) (16 221) (1 718) (444) – (23 339)<br />

Net book value<br />

31.12.2008 1 594 4 330 14 530 602 705 – 21 761<br />

31.12.2009 1 896 4 196 17 552 624 555 684 25 508<br />

31.12.<strong>2010</strong> 285 6 935 22 449 461 907 3 134 34 171<br />

Therefrom financial leasing<br />

31.12.2008 – – – – – – –<br />

31.12.2009 – – – – – – –<br />

31.12.<strong>2010</strong> – – – – – – –<br />

The capital investment commitments for the acquisition of property, plant and equipment as of 31 December <strong>2010</strong> totalled<br />

TCHF 15,271 (31.12.2009: TCHF 342), and relate to a large extent (CHF 10.8 million) to the planned construction of the new<br />

<strong>Meyer</strong> <strong>Burger</strong> Ltd facility in Thun.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

6.11 Intangible assets<br />

in TCHF Goodwill Software<br />

Development<br />

costs<br />

Customer<br />

relationships<br />

Software<br />

Trade<br />

(from<br />

name <strong>Technology</strong> Acquisition)<br />

Order<br />

Backlog<br />

Other<br />

intangible<br />

assets Total<br />

Purchase price<br />

Balance as of 1.1.2009 22 622 4 069 – 23 131 – 52 299 – 5 527 114 107 761<br />

Change in scope of consolidation 23 374 – – – 1 499 46 096 – 701 – 71 671<br />

Increase – 864 1 505 – – – – – – 2 369<br />

Changes in value (1 646) – – – – – – – – (1 646)<br />

Capitalisation – – 430 – – – – – – 430<br />

Reclassification within intangible assets – (1 050) 1 050 – – – – – – –<br />

Disposal – (1) – – – – – – – (1)<br />

Currency translation differences (1 008) (2) (6) (20) (66) (2 071) – (36) – (3 209)<br />

Balance as of 31.12.2009 43 342 3 881 2 979 23 111 1 433 96 324 – 6 193 114 177 376<br />

Change in scope of consolidation 141 503 291 23 49 289 23 525 93 228 8 453 9 847 – 326 160<br />

Increase – 1 378 65 – – – – – – 1 443<br />

Changes in value 15 298 – – – – – – – – 15 298<br />

Capitalisation – – 31 – – – – – – 31<br />

Reclassification within intangible assets – – – – – – – – – –<br />

Disposal – (16) – – – – – (5 135) – (5 150)<br />

Exchange rate differences (19 657) (124) (69) (9 319) (1 334) (21 723) – (1 284) (18) (53 528)<br />

Balance as of 31.12.<strong>2010</strong> 180 486 5 410 3 030 63 081 23 625 167 829 8 453 9 621 96 461 630<br />

Cumulative depreciations<br />

and impairments<br />

Balance as of 1.1.2009 – (1 149) – (2 924) – (7 809) – (4 836) – (16 718)<br />

Depreciation according to plan – (1 228) (291) (3 352) (2) (8 984) – (752) (39) (14 647)<br />

Exchange rate differences – 1 – 52 – 144 – 17 1 215<br />

Balance as of 31.12.2009 – (2 376) (291) (6 224) (2) (16 649) – (5 571) (38) (31 151)<br />

Depreciation according to plan – (1 350) (996) (7 770) (2 334) (22 780) (1 691) (10 128) (32) (47 081)<br />

Changes in value – – (263) – – – – – (38) (301)<br />

Disposal – 16 – – – – – 5 135 – 5 150<br />

Exchange rate differences – (9) 40 1 638 74 4 438 – 944 13 7 138<br />

Balance as of 31.12.<strong>2010</strong> – (3 719) (1 510) (12 356) (2 262) (34 991) (1 691) (9 621) (95) (66 245)<br />

Net book value<br />

31.12.2008 22 622 2 920 – 20 207 – 44 490 – 691 114 91 043<br />

31.12.2009 43 342 1 504 2 688 16 887 1 431 79 675 – 621 76 146 226<br />

31.12.<strong>2010</strong> 180 486 1 691 1 519 50 725 21 363 132 838 6 762 – – 395 385<br />

Therefrom financial leasing<br />

31.12.2008 – – – – – – – – – –<br />

31.12.2009 – – – – – – – – – –<br />

31.12.<strong>2010</strong> – – – – – – – – – –<br />

The capital investment commitments for the acquisition of intangible assets as of 31 December<br />

<strong>2010</strong> were TCHF 141 (31.12.2009: TCHF 80). Research and development expenses during<br />

the reporting period came to TCHF 40,591 (2009: TCHF 20,566).<br />

109


110 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Goodwill allocation to cash-generating units (CGUs)<br />

in TCHF Hennecke DMT 3S Pasan Somont Total<br />

31.12.<strong>2010</strong><br />

Goodwill<br />

Intangible assets with unlimited<br />

30 003 21 190 45 776 17 792 65 725 180 486<br />

expected useful life<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

31.12.2009<br />

Goodwill<br />

Intangible assets with unlimited<br />

19 968 23 374 – – – 43 342<br />

expected useful life<br />

–<br />

–<br />

–<br />

–<br />

–<br />

–<br />

Goodwill is allocated to groups of cash­generating units (CGUs) which are expected to<br />

benefit from the business combination that resulted in the goodwill. Goodwill was accordingly<br />

allocated to Diamond Materials Tech, Inc. (DMT), Hennecke Systems GmbH (Hennecke) and<br />

the companies 3S Swiss Solar Systems Ltd (3S), Pasan SA (Pasan) and Somont GmbH<br />

(Somont), which were acquired in the context of the merger with 3S Group in <strong>2010</strong>.<br />

in TCHF Hennecke DMT 3S Pasan Somont<br />

Growth rate<br />

2.00% 2.00% 2.00% 2.00% 2.00%<br />

Discount (before tax) rate 13.88% 16.04% 11.58% 12.19% 13.70%<br />

For the purposes of the annual impairment test, the recoverable amount of goodwill is measured<br />

on the basis of value in use. This method contains future cash flow projections in<br />

accordance with approved budgets and financial plans for three years, and a continuing<br />

annuity was calculated for subsequent years. The continuing annuity was calculated on the<br />

basis of the cash flow for budget year 3, incorporating a growth rate. Based on the principle<br />

of conservatism, <strong>Meyer</strong> <strong>Burger</strong> used for the goodwill impairment test the same growth rates<br />

for all companies and has set them at low levels. The cash flow projections for the individual<br />

companies are discounted on the basis of a discount rate (before tax) that takes account of<br />

the respective country­ and company­specific features of the individual CGUs. Discount rates<br />

of between 11.58% and 16.04% were applied during the reporting year. The net present values<br />

are subject to exceptionally sensitive estimates and assumptions specific to the activities<br />

pursued by the individual CGUs in <strong>Meyer</strong> <strong>Burger</strong> Group. These estimates include:<br />

– Amount and timing of expected future cash flows<br />

– Tax and discount rate applied<br />

– Amount and timing of likely investment costs<br />

– Estimates of market shares<br />

– Long­term sales forecasts<br />

– Behaviour of competitors (market launch of competing products, marketing activities, etc.)<br />

A 10% reduction in operating result or cash flow, or a 10% increase in the discount rate,<br />

would not lead to any need for impairment with regard to any of the companies. Furthermore,<br />

carrying out the calculation without a growth rate would also not lead to any need for impairment.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

The change in goodwill for Hennecke is due to the fact that in <strong>2010</strong>, <strong>Meyer</strong> <strong>Burger</strong> made early<br />

use of its right to exercise a purchase option included in the purchase agreement for the<br />

acquisition of the remaining 34% participation in Hennecke. The good order situation at<br />

Hennecke had pushed up the value of this purchase option. The higher residual payment for<br />

the purchase was recorded as an adjustment to goodwill. For detailed information on this<br />

acquisition, see Note 6.30.2. The decline in value of the Euro also resulted in a reduction in<br />

goodwill in relation to Hennecke.<br />

The change in goodwill in relation to DMT is purely attributable to the foreign currency measurement<br />

on the balance sheet date.<br />

At the Extraordinary General Meeting of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd on 14 January <strong>2010</strong> in<br />

Berne, the shareholders agreed to the merger with 3S Industries Ltd, Lyss, Switzerland. The<br />

Extraordinary General Meeting of 3S Industries Ltd, also held on 14 January <strong>2010</strong>, for its part<br />

agreed in full to the merger with <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. Following the purchase price<br />

allocation in <strong>2010</strong>, the merger resulted in goodwill of TCHF 141,503. For detailed information on<br />

this acquisition, see Note 6.30.<br />

Development of goodwill<br />

in TCHF<br />

Goodwill as of 1.1.2009<br />

22 622<br />

Increase in goodwill due to purchase of DMT 23 374<br />

Adjustment to goodwill of AMB (350)<br />

Adjustment to goodwill of Hennecke (1 296)<br />

Currency translation differences (1 008)<br />

Goodwill as of 1.1.<strong>2010</strong> 43 342<br />

Increase in goodwill of Hennecke 15 298<br />

Increase in goodwill due to merger with 3S Industries Ltd 141 503<br />

Currency translation differences (19 657)<br />

Goodwill as of 31.12.<strong>2010</strong> 180 486<br />

111


112 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

6.12 Financial liabilities<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

Short­term<br />

Liabilities to banks 113 7 314<br />

Derivative financial instruments – 27<br />

Short­term portion of long­term debts 310 16 000<br />

Other 158 79<br />

Short-term liabilities 582 23 421<br />

Long term<br />

Liabilities banks – 33 956<br />

Derivative financial instruments – –<br />

Loans 310 883<br />

Liability business combinations 1 – 24 639<br />

Long-term liabilities 310 59 478<br />

Financial liabilities<br />

1 For detailed information on this purchase obligation arising from business combinations, see Note 6.30.<br />

893<br />

82 899<br />

In September 2009, <strong>Meyer</strong> <strong>Burger</strong> arranged a syndicated line of credit in the amount of<br />

TCHF 130,000 to finance acquisitions and working capital with a syndicate made up of<br />

several highly reputed Swiss financial institutions. The borrowers are <strong>Meyer</strong> <strong>Burger</strong> Ltd<br />

and 3S Swiss Solar Systems Ltd since January <strong>2010</strong>. This syndicated loan is split up into<br />

an acquisition credit limit (amortising portion) and a guarantee/working capital limit<br />

(revolving portion). In <strong>2010</strong>, the acquisition credit limit was fully amortised early. The in­<br />

terest rate is Libor plus a spread based on a given spread table, and is set quarterly. The<br />

bank syndicate defined covenants. Should <strong>Meyer</strong> <strong>Burger</strong> be unable to meet these covenants,<br />

the bank syndicate would have the right to terminate the loan at short notice. As<br />

of 31 December <strong>2010</strong>, the bank syndicate stipulates a minimum equity ratio, a maximum<br />

level of indebtedness and a minimum interest coverage ratio. All covenants were met as<br />

of that date. As collateral against the acquisition funding, <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />

stood guarantor for the obligations of <strong>Meyer</strong> <strong>Burger</strong> Ltd, and the shares in Diamond<br />

Materials Tech, Inc. were pledged to the bank syndicate. The full amortisation of the<br />

acquisition credit means that this pledge no longer applies.<br />

The interest­bearing current liabilities to banks of TCHF 7,314 as of 31 December 2009 (bank<br />

loans to AMB Apparate + Maschinenbau GmbH issued by two German banks) were also<br />

amortised during the year under review.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

6.13 Provisions<br />

in TCHF Warranties<br />

Onerous<br />

contracts<br />

Other<br />

provisions Total<br />

Balance as of 1.1.2009<br />

6 586 800<br />

– 7 386<br />

Change in scope of consolidation – – – –<br />

Increase 4 810 5 994 1 493 12 297<br />

Use (1 650) – (399) (2 049)<br />

Released (6 548) (309) (4) (6 861)<br />

Present value adjustment – – – –<br />

Reclassification – – – –<br />

Currency translation differences (1) – – (1)<br />

Balance as of 31.12.2009 3 196 6 485 1 091 10 772<br />

Change in scope of consolidation 3 273 656 179 4 108<br />

Increase 6 277 6 477 2 795 15 549<br />

Use (3 269) (1 355) (996) (5 620)<br />

Released (805) (1 491) (234) (2 531)<br />

Present value adjustment – – – –<br />

Reclassification (114) 1 – – (114)<br />

Currency translation differences (165) – (134) (299)<br />

Balance as of 31.12.<strong>2010</strong> 8 393 10 772 2 700 21 864<br />

Therefrom short-term<br />

01.01.2009 6 586 800 – 7 386<br />

31.12.2009 2 781 6 485 1 091 10 356<br />

31.12.<strong>2010</strong><br />

1 Reclassification from provisions to other liabilities.<br />

7 454 7 438 2 700 17 591<br />

Warranties: provisions for services to be rendered during the contractual warranty period.<br />

The amount of the provisions is determined from past historical data and the currently known<br />

warranty risks. The cash outflow is expected within the warranty period granted, which is one<br />

year in most cases, or a maximum of two years.<br />

Onerous contracts: provisions for contracts under which the unavoidable costs of meeting<br />

the contractual obligations exceed the expected economic benefits. The outflow of economic<br />

benefits is generally expected within the next 12 months, but within the next 36 months at the<br />

most.<br />

Other provisions: the other provisions cover a variety of risks that occur in normal business<br />

operations and principally contain provisions for contractual penalties and litigation risks. The<br />

cash outflow is expected within the next 12 months.<br />

113


114 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

6.14 Other liabilities<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

Short­term<br />

Accrued expenses 12 813 6 115<br />

Short­term employee benefits 9 772 4 762<br />

Other 6 460 5 033<br />

Other short-term liabilities 29 044 15 910<br />

Long­term<br />

Other long­term employee benefits 1 634 558<br />

Other – –<br />

Other long-term liabilities 1 634 558<br />

Other liabilities 30 678 16 468<br />

6.15 Pension plans<br />

In <strong>2010</strong>, the acquisition of 3S Group resulted in the addition of the defined benefit pension<br />

plans of 3S Swiss Solar Systems Ltd and Pasan SA.<br />

Analysis of balance sheet position<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

Present value of employee benefit obligation<br />

64 767 40 096<br />

Fair value of plan assets (54 944) (36 293)<br />

Funded status 9 823 3 803<br />

Unrecognised actuarial gain/loss (5 835) (2 986)<br />

Not balanced assets – –<br />

Liabilities from defined benefit pension plans 3 988 817<br />

Expenses pension plan in income statement<br />

in TCHF <strong>2010</strong> 2009<br />

Contributions by employees<br />

(2 712) (2 023)<br />

Interest cost of pension fund requirements (1 695) (1 200)<br />

Expected return on plan assets 1 537 1 184<br />

Change in not balanced assets – –<br />

Expenses pension plan (defined contribution) (2 870) (2 039)<br />

Expenses pension plan (defined benefit) (231) (17)<br />

Total expenses pension plan in the income statement (3 101) (2 056)


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Movement in the defined benefit obligation<br />

in TCHF <strong>2010</strong> 2009<br />

Balance as of 1.1.<br />

40 096 33 213<br />

Change in scope of consolidation 15 291 –<br />

Current service costs 2 709 1 963<br />

Employee contributions 2 977 2 015<br />

Contribution to risk premiums and administration costs (1 276) (898)<br />

Interest cost of pension fund requirements 1 695 1 200<br />

Actuarial gain/loss 3 024 2 445<br />

Paid out pension fund benefit 251 156<br />

Balance as of 31.12. 64 767 40 096<br />

Movement in the fair value of plan assets<br />

in TCHF <strong>2010</strong> 2009<br />

Balance as of 1.1.<br />

36 293 31 749<br />

Change in scope of consolidation 12 010 –<br />

Expected return on plan assets 1 537 1 184<br />

Actuarial gain/loss 175 71<br />

Employee contributions 2 977 2 014<br />

Employer contributions 2 977 2 015<br />

Contribution to risk premiums and administration costs (1 276) (898)<br />

Benefits paid 251 156<br />

Balance as of 31.12. 54 944 36 293<br />

Principal categories of plan assets and expected return<br />

31.12.<strong>2010</strong> 31.12.2009<br />

Equities<br />

5.3% 0.0%<br />

Bonds 10.8% 0.0%<br />

Real estate Switzerland 3.9% 0.0%<br />

Others 80.0% 100.0%<br />

The actual return on plan assets was TCHF 1,712 (2009: TCHF 1,255) in the <strong>2010</strong> reporting<br />

period.<br />

The pension plan assets of <strong>Meyer</strong> <strong>Burger</strong> Ltd and <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd are invested<br />

in a group insurance contract for occupational pensions with Winterthur­Columna Foundation<br />

through an affiliation contract. 100% of the investments therefore consist of direct claims<br />

against the insurance company or against the group foundation. The expected long­term<br />

return of 3% on this insurance plan is based on historical experience with insurance contracts<br />

and expected future income.<br />

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116 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

The pension plan assets of 3S Swiss Solar Systems Ltd and Pasan SA are invested in a range<br />

of investments with various different foundations on the basis of the BVV 2 rules. The expected<br />

long­term return of 3.5% on these investments is based on historical experience and expected<br />

future income.<br />

Expected ordinary employer contributions for 2011 are TCHF 3,104.<br />

Principal actuarial assumptions<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

Discount rate<br />

2.75% 3.0%<br />

Expected rate of return on plan assets 3– 3.5% 3.0%<br />

Future salary increases 1.5% 1.5%<br />

Future pension indexation 1.0% 1.0%<br />

4-years-overview<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009 31.12.2008 01.01.2008<br />

Present value of defined benefit obligation<br />

64 767 40 096 33 213 26 434<br />

Fair value of plan asset (54 944) (36 293) (31 749) (26 606)<br />

Overfunding/(underfunding) 9 823 3 803 1 464 (172)<br />

Adjustments from experiences of plan assets 175 71 (731) –<br />

Adjustments from experiences of plan liabilities (1 329) 778 119 –<br />

6.16 Deferred income taxes<br />

Causes for deferred income taxes<br />

Deferred<br />

tax assets<br />

Deferred<br />

tax liabilities<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009 31.12.<strong>2010</strong> 31.12.2009<br />

Trade receivables (7) – 409 935<br />

Inventories 2 224 330 6 104 5 065<br />

Financial assets – – – 218<br />

Property, plant and equipment 151 75 1 694 1 687<br />

Intangible assets 1 370 – 41 790 16 285<br />

Other assets 231 – – –<br />

Tax loss carry­forwards 12 049 2 946 – –<br />

Financial liabilities 19 – 2 –<br />

Trade payables 2 156 169 92 –<br />

Provisions – – 662 713<br />

Liabilities from defined benefit plans 610 181 – –<br />

Subtotal 18 802 3 701 50 753 24 903<br />

Compensation (9 388) (442) (9 388) (442)<br />

Deferred tax liabilities 9 414 3 260 41 365 24 461<br />

The deferred income taxes on trade receivables, inventories and trade payables are current<br />

in nature.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

The capitalised tax loss carry­forwards mainly result from losses realised at Diamond Materials<br />

Tech, Inc. (DMT) and AMB Apparate + Maschinenbau GmbH. Both companies are expected<br />

to achieve positive results in the future, making it possible to apply these loss carry­forwards<br />

towards tax in the medium­term.<br />

The valuation differences relating to those investments for which no deferred taxes were<br />

recognised are TCHF 673,810 as at 31 December <strong>2010</strong> (31.12.2009: TCHF 100,046).<br />

Development of deferred taxes (net)<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

Balance as of 1.1.<br />

(21 202) (30 692)<br />

Change in scope of consolidation (43 007) –<br />

Income statement related 26 665 9 625<br />

Currency translation differences 5 592 (135)<br />

Balance as of 31.12. (31 952) (21 202)<br />

Tax losses not recognised<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

Due in one year – –<br />

Due in 1–2 years – –<br />

Due in 3–4 years – –<br />

Due over 5 years 4 616 9 710<br />

Non­forfeitable 35 –<br />

Unaccounted tax loss carry-forward 4 651 9 710<br />

The tax rates for unrecognised tax loss carry­forwards are 38% for the amount of TCHF<br />

4,610 and 28% for the amount of TCHF 41. In 2009, the tax rates were 40% for TCHF 1,759<br />

and 30% for TCHF 7,949.<br />

117


118 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

6.17 Share capital<br />

Numbers<br />

of shares in CHF<br />

Balance as of 1.1.2009<br />

3 026 190 1 513 095<br />

Option plans 20 675 10 338<br />

Acquisition of subsidiaries 163 000 81 500<br />

Capital increase – –<br />

Capital decrease – –<br />

Balance as of 31.12.2009<br />

Share split 1:10 on 14.01.<strong>2010</strong><br />

3 209 865<br />

32 098 650<br />

1 604 933<br />

1 604 933<br />

Balance as of 14.01.<strong>2010</strong> after share split<br />

32 098 650 1 604 933<br />

Capital increase as of 14.01.<strong>2010</strong> 12 504 623 625 231<br />

Capital increase as of 22.04.<strong>2010</strong> 540 346 27 017<br />

Option and share plans 441 103 22 055<br />

Capital decrease – –<br />

Balance as of 31.12.<strong>2010</strong><br />

45 584 723<br />

2 279 236<br />

The share capital of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd as of 31 December <strong>2010</strong> was divided into<br />

45,584,723 registered shares with a par value of CHF 0.05 each. The share capital is fully paid<br />

up.<br />

The capital increase costs of TCHF 184 arising in connection with the <strong>2010</strong> capital increases<br />

and the adjustment for fractions of units related to the merger with 3S Industries Ltd amounting<br />

to TCHF 41 were offset against the capital reserves.<br />

No dividend was paid in the reporting period or in the previous year. A proposal will once<br />

more be submitted to the <strong>Annual</strong> General Meeting on 21 April 2011 to waive payment of a<br />

dividend for fiscal year <strong>2010</strong> and to carry forward the retained earnings to finance further<br />

growth.<br />

Conditional capital<br />

In accordance with Article 3b of the Articles of Association, <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />

held conditional share capital as of 1 January <strong>2010</strong> of CHF 203,287.50 for option rights<br />

granted to employees and members of the Board of Directors of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong><br />

Ltd or of group companies. This capital was created by resolutions passed by the General<br />

Meetings of Shareholders held on 29 September 2006 and 8 May 2008 and was adjusted in<br />

conjunction with the merger with 3S Industries Ltd on the occasion of the company’s Extraordinary<br />

General Meeting on 14 January <strong>2010</strong> due to the share split in a ratio of 1:10.<br />

In accordance with Article 3c of the Articles of Association, <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />

held conditional share capital as of 1 January <strong>2010</strong> of CHF 150,000 for conversion and/or<br />

option rights granted in connection with convertible bonds, bonds with options or other<br />

financial market instruments of the company or group companies. This capital was created<br />

by a resolution passed by the General Meeting of Shareholders on 8 May 2008, was adjusted


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

in conjunction with the merger with 3S Industries Ltd on the occasion of the Extraordinary<br />

General Meeting of the company on 14 January <strong>2010</strong> due to the share split in a ratio of 1:10<br />

and was subsequently increased from CHF 150,000 to CHF 200,000 on the occasion of the<br />

Ordinary General Meeting of 29 April <strong>2010</strong>.<br />

Pursuant to Articles 3b and 3c of the Articles of Association, dated 29 April <strong>2010</strong>, the share<br />

capital may be increased as follows:<br />

– The share capital may be increased by a maximum of CHF 202,512.50 through the exercise<br />

of option rights granted to the employees and members of the Board of Directors of<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd or of group companies in accordance with a plan to be<br />

devised by the Board of Directors. The preferential rights of the shareholders shall be<br />

excluded. The new registered shares will be subject to the registration restrictions set forth<br />

in Article 4 of the Articles of Association following acquisition.<br />

– The share capital will be increased by a maximum amount of CHF 200,000 by virtue of the<br />

exercise of conversion and/or option rights in conjunction with convertible bonds, bonds<br />

with options or similar financial market instruments of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd or<br />

group companies.<br />

The preferential rights of shareholders are excluded in the event of the issuance of convertible<br />

bonds, bonds with options or other financial market instruments which are linked to<br />

conversion and/or option rights. Holders of conversion and/or option rights are entitled to<br />

subscribe for the new shares. The acquisition of shares through the exercise of conversion<br />

and/or option rights and each subsequent transfer of the shares is subject to the registration<br />

restrictions set forth in Article 4 of the Articles of Association following acquisition.<br />

The Board of Directors may limit or withdraw the preferential rights of shareholders to subscribe<br />

to convertible bonds, bonds with option rights or similar financial market instruments<br />

when they are issued, if:<br />

– the financial instruments with conversion or option rights are issued in connection with the<br />

financing or refinancing of the acquisition of an enterprise or parts of an enterprise, participations<br />

or new investment projects, or<br />

– an issue by firm underwriting by a bank or consortium of banks with subsequent offering<br />

to the public without preferential subscription rights seems to be the most appropriate<br />

form of issue at the time, particularly in terms of the conditions or time plan of the transaction.<br />

If preferential subscription rights are withdrawn by a decision of the Board of Directors, the<br />

following conditions shall apply:<br />

– conversion rights may be exercisable for up to 10 years, option rights for up to 7 years<br />

from the date of the respective issuance; and<br />

– the respective financial market instruments must be issued at the relevant market conditions.<br />

As a result of the exercise of option rights, the conditional share capital in accordance with<br />

Article 3b of the Articles of Association was reduced to CHF 181,232.35 as of 31 December<br />

<strong>2010</strong>. The conditional share capital in accordance with Article 3c of the Articles of Association<br />

remained unchanged as of 31 December <strong>2010</strong> at CHF 200,000.<br />

119


120 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Authorised share capital<br />

In accordance with its Articles of Association, as of 1 January <strong>2010</strong>, <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong><br />

Ltd had an authorised share capital of CHF 188,500, issuable up to 8 May <strong>2010</strong>, which was<br />

created by a resolution passed by the <strong>Annual</strong> General Meetings held on 29 September 2006<br />

and 8 May 2008. In conjunction with the completion of the purchase of the remaining 34%<br />

participation in Hennecke Systems GmbH, 540,346 registered shares in the company were<br />

issued from the then authorised share capital on 22 April <strong>2010</strong>. This reduced the authorised<br />

share capital to CHF 161,482.70. The continuation/creation of authorised capital in the maximum<br />

amount of CHF 225,000, issuance of which is possible until 29 April 2012, was resolved<br />

at the Ordinary General Meeting on 29 April <strong>2010</strong>.<br />

In accordance with Article 3a of the Articles of Association, dated 29 April <strong>2010</strong>, the Board of<br />

Directors is entitled to increase the share capital of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd by not more<br />

than CHF 225,000 until 29 April 2012.<br />

The Board of Directors is entitled to limit or exclude the subscription rights of the shareholders<br />

or allocate them to third parties if the new shares are to be used for the following purposes:<br />

– for the acquisition of enterprises, parts of enterprises, participations or new investment<br />

projects;<br />

– for the financing or refinancing of the acquisition of enterprises, parts of enterprises, participations<br />

or new investment projects; or<br />

– for a placement of shares in the capital market.<br />

Shares for which subscription rights have been granted but not exercised should be used in<br />

the interests of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd.<br />

The increase may take place by means of a firm underwriting and/or in partial amounts. The<br />

Board of Directors is entitled to set the issue price of the shares, the type of contribution and<br />

the date of entitlement to dividends. Shares issued under these terms will be subject to the<br />

registration restrictions set forth in Article 4 of the Articles of Association of <strong>Meyer</strong> <strong>Burger</strong><br />

<strong>Technology</strong> Ltd.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

6.18 Share-based payment<br />

The Board of Directors of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd has approved an option plan for its<br />

own members, the members of the Executive Board and other key employees in 2006, and<br />

has granted options based on this plan. The options were allocated by the Board of Directors<br />

free of charge and are non­transferable. The exercise price was calculated in each case on<br />

the basis of the average closing price on the last 20 trading days prior to the allocation date.<br />

Every option entitles the holder to subscribe for one registered share. The options may be<br />

exercised after the expiry of a defined vesting period and during the exercise period, and only<br />

while the holder has a valid employment contract or Board membership at the company.<br />

Options that have not been exercised will be forfeited after the expiry of the exercise period.<br />

The Board of Directors of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd approved in December 2009 to<br />

replace the option plan with a share­based payment plan, which was applied for the first time<br />

in <strong>2010</strong>. A fixed number of <strong>Meyer</strong> <strong>Burger</strong> shares can be allocated annually. These shares<br />

have a vesting period of two years and an optional retention period of zero, three or five years<br />

that can be chosen by the participant (the retention period follows the end of the vesting<br />

period). The amount of the share­based payment is calculated using the share price on the<br />

day on which the recipients of the shares are informed of the share allocation and the appli­<br />

cable terms and conditions.<br />

The option plan (pursuant to paragraph 1) in force prior to the introduction of the share­based<br />

payment plan will continue to run until such time as all options have been exercised, have<br />

expired or have had to be cancelled. The options issued in <strong>2010</strong> were options from the 3S<br />

Industries Ltd option plan which were acquired in the context of the merger with 3S Industries<br />

Ltd and integrated into the <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd option plan.<br />

Share participation programme<br />

The following shares were allocated during the <strong>2010</strong> reporting year:<br />

Share-based compensation<br />

<strong>2010</strong> 2009<br />

Number of issued shares<br />

134 230<br />

–<br />

Date of grant 15.12.<strong>2010</strong> –<br />

Share price at date of grant in CHF 28.90 –<br />

Value of the granted shares in CHF 3 879 247 –<br />

121


122 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Option plan<br />

Option plans<br />

Number of<br />

options<br />

Average<br />

exercise<br />

price<br />

Balance as of 1.1.2009<br />

901 000 15.29<br />

Issued 591 600 19.50<br />

Expired (15 500) 17.15<br />

Exercised (206 750) 11.23<br />

Not exercised – –<br />

Balance as of 31.12.2009 1 270 350 17.89<br />

Thereof exercisable 244 750 –<br />

Issued<br />

–<br />

–<br />

Additions through merger with 3S 842 901 6.41<br />

Expired (133 900) 17.69<br />

Exercised (400 563) 8.70<br />

Not exercised – –<br />

Balance as of 31.12.<strong>2010</strong> 1 578 788 14.11<br />

Thereof exercisable 916 471 –<br />

The previous year’s figures with regard to number of options and average exercise price have<br />

been adjusted in line with the share split in a ratio of 1:10 carried out on 14 January <strong>2010</strong>.<br />

The weighted average share price at the time the options were exercised in the reporting<br />

period was CHF 27.46 (previous year: CHF 23.90).<br />

Option expiration<br />

Jahr<br />

Average<br />

exercise<br />

price<br />

in CHF<br />

<strong>2010</strong> 2009<br />

Number of<br />

options<br />

Average<br />

exercise<br />

price<br />

in CHF<br />

Number of<br />

options<br />

<strong>2010</strong><br />

–<br />

– 4.83 30 250<br />

2011 7.43 353 000 20.40 214 500<br />

2012 12.06 563 471 15.37 434 000<br />

2013 19.41 662 317 19.50 591 600<br />

Options – 1 578 788 – 1 270 350<br />

The previous year’s figures with regard to number of options and average exercise price have<br />

been adjusted in line with the share split in a ratio of 1:10 carried out on 14 January <strong>2010</strong>.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Parameters of calculation and valuation at the time of grant<br />

in TCHF Merger 3S<br />

Tranche<br />

2009<br />

Grant date<br />

14.01.<strong>2010</strong> 07.09.2009<br />

Start of exercise period div. 07.09.2011<br />

End of exercise period div. 06.09.2013<br />

Holding period in years div. 3<br />

Closing price in CHF 26.65 20.99<br />

Exercise price in CHF 6.411) 19.50<br />

Volatility 64% 1) 70%<br />

Risk­free interest rate 1.061% 1) 1.429%<br />

Expected employee fluctuation 8% 8%<br />

Valuation at the time of option grant (CHF) 22.69 1) 8.77<br />

The calculation parameters and the valuation of the 2009 tranche have been adjusted in line<br />

with the share split based on a ratio of 1:10 carried out on 14 January <strong>2010</strong>.<br />

The options were valued at the time of issue on the basis of the extended Black­Scholes<br />

model. The volatility of the tranches was calculated based on historical price movements. The<br />

weighted average holding period for earlier tranches was used to calculate the holding period<br />

for the 2009 tranche.<br />

1) In conjunction with the merger with 3S Industries Ltd, a total of seven different option tranches<br />

were acquired and integrated into <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd’s existing option plan. The<br />

allocation date for all of the acquired tranches is the date of the merger (14 January <strong>2010</strong>). The<br />

closing price of CHF 26.65 is the closing price on the date of the merger. The earliest date<br />

on which exercising of the options may commence is 1 September 2009, and the latest date<br />

for the commencement of the exercising of the options is 1 September 2011. The earliest date<br />

on which exercising of the options may end is 31 August 2011, with the latest date being<br />

31 August 2013. The holding period for the calculation of the value of the option at the time of<br />

issue is between one and six years. The average weighted exercise price of the options<br />

acquired as a result of the merger with 3S Industries Ltd is CHF 6.41 (lowest exercise price:<br />

CHF 1.12, highest exercise price: CHF 19.04). The average weighted risk­free interest rate is<br />

1.061% (lowest interest rate: 0.684%, highest interest rate: 1.814%). The average weighted<br />

value at the time the acquired options were issued is CHF 22.69 (lowest value: CHF 17.24,<br />

highest value: CHF 25.54).<br />

6.19 Net sales<br />

in TCHF <strong>2010</strong> 2009<br />

Net sales from sales of goods<br />

789 894 412 526<br />

Net sales from rendering of services 12 205 8 416<br />

Net sales from construction contracts 23 906 –<br />

Net sales 826 005 420 943<br />

123


124 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

6.20 Other income<br />

in TCHF <strong>2010</strong> 2009<br />

Capitalised service<br />

8 788 5 108<br />

Gain from sale of property, plant and equipment 1 236 4 929<br />

Currency translation differences 5 265 1 602<br />

Gain on foreign currency contracts 214 1 414<br />

Gain from acquisition AMB Apparate + Maschinenbau GmbH – 3 710<br />

Other income 8 221 236<br />

Other income 23 723 16 999<br />

6.21 Personnel expenses<br />

in TCHF <strong>2010</strong> 2009<br />

Wages and salaries<br />

(89 645) (49 470)<br />

Social security (11 281) (5 533)<br />

Expenses pension plan (defined contribution) (231) (17)<br />

Expenses pension plan (defined benefit) (2 870) (2 039)<br />

Share­based payments (6 536) (4 233)<br />

Other long­term employee benefit (267) (240)<br />

Other personnel expenses (11 844) (4 821)<br />

Temporary personnel (11 186) (448)<br />

Personnel expenses (133 859) (66 801)<br />

6.22 Other operating expenses<br />

in TCHF <strong>2010</strong> 2009<br />

Rental costs<br />

(6 969) (3 987)<br />

Maintenance and repair (6 348) (1 726)<br />

Vehicles and transportation expenses (26 131) (6 593)<br />

Property insurance, fees and contributions (1 945) (1 375)<br />

Energy and waste disposal expenses (2 016) (793)<br />

Administration expenses (14 591) (4 652)<br />

IT expenses (5 335) (2 958)<br />

Marketing expenses (6 330) (2 565)<br />

Loss on sale of property, plant and equipment (113) (422)<br />

Other operating expenses (17 578) (14 881)<br />

Other operating expenses (87 357) (39 952)


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

6.23 Financial income and expenses<br />

in TCHF <strong>2010</strong> 2009<br />

Interests received<br />

Cash and cash equivalents 1 887 672<br />

Financial assets available­for­sale 1 230 –<br />

Loans 5 3<br />

Impairment on financial assets – –<br />

available­for­sale – 106<br />

Financial income<br />

Interest paid<br />

3 122 782<br />

Liabilities banks (3 483) (919)<br />

Loans – (61)<br />

Adjustment present value obligation business combinations (360) (2 344)<br />

Currency translation differences (net) (31 595) 1 643<br />

Other financial expenses (2 166) (1 098)<br />

Financial expenses paid (37 604) (2 779)<br />

Financial result (net) (34 482) (1 998)<br />

6.24 Income taxes<br />

in TCHF <strong>2010</strong> 2009<br />

Current income taxes<br />

(22 085) (19 764)<br />

Deferred income taxes 26 665 9 625<br />

Income taxes 4 580 (10 139)<br />

Transition calculation from expected to effective income taxes<br />

Earnings before taxes (EBT) 93 369 39 317<br />

Expected average weighted tax rate (%) 22.50% 22.50%<br />

Expected income taxes<br />

Cause for variance:<br />

(21 008) (8 846)<br />

Decrease in tax rate at <strong>Meyer</strong> <strong>Burger</strong> Ltd due to granted tax relief 14 125 –<br />

Income tax in other accounting periods 11 796 (388)<br />

Other deviation from tax rate to the expected tax rate of the Group (3 636) 1 713<br />

Subsequent capitalisation of loss carry forwards from previous years 2 169 27<br />

Waive of deferred income tax credit capitalisation of fiscal losses (1 812) (3 428)<br />

Change of deferred income tax rate in comparison to previous year 1 601 –<br />

Non­deductible expenses 849 7<br />

Tax­exempt incomes 381 587<br />

Other effects 116 189<br />

Income taxes 4 580 (10 139)<br />

Effective income taxes in % (4.9)% 25.8%<br />

The expected tax rate of 22.5% has been calculated from the probable income tax rates applicable<br />

to the operating companies in Switzerland, which may naturally change depending<br />

on the level of their individual earnings.<br />

The difference in the effective income tax expense in percent compared with the previous<br />

year and compared with the expected rate of tax is primarily due to the tax relief granted to<br />

125


126 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

<strong>Meyer</strong> <strong>Burger</strong> Ltd, Thun. The fact that this tax relief has been applied retrospectively with<br />

effect from 1 January 2008 resulted in income from other periods in the form of tax credits<br />

from the years 2008 and 2009, in addition to the lower rate of tax during the reporting year.<br />

6.25 Currency translation differences<br />

in TCHF <strong>2010</strong> 2009<br />

Other income<br />

5 265 2 091<br />

Cost of products and services (4 146) 285<br />

Other operating expenses (34) (52)<br />

Financial expenses (31 595) 1 643<br />

Currency translation differences (30 510) 3 966<br />

6.26 Earnings per share<br />

in TCHF <strong>2010</strong> 2009<br />

Basic earnings<br />

Group earnings attributable to shareholders of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd 97 948 29 177<br />

Weighted average number of outstanding shares (in 1 000) 44 193 30 793<br />

Basic earnings per share in CHF 2.22 0.95<br />

Diluted earnings<br />

Group earnings attributable to shareholders of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd 97 948 29 177<br />

Weighted average number of outstanding shares (in 1 000) 44 193 30 793<br />

Adjustment of share options issued (in 1 000) 799 95<br />

Weighted average number of outstanding shares diluted (in 1 000) 44 992 30 888<br />

Diluted earnings per share in CHF 2.18 0.94<br />

The basic earnings per share are calculated by dividing earnings for the reporting period<br />

by the average number of outstanding shares. The dilution takes into account the possible in­<br />

fluence of the conversion of options from the employee participation programme.<br />

A resolution on a share split in the ratio of 1:10 was passed at the Extraordinary General<br />

Meeting on 14 January <strong>2010</strong>. This share split was taken into account for the calculation of<br />

the earnings per share. The previous year’s figure was also adjusted in line with the higher<br />

number of outstanding shares.<br />

As of 31 December <strong>2010</strong>, there were no issued options which were not included in the calculation<br />

of the dilution for <strong>2010</strong>, as the exercise prices of all option tranches were lower than<br />

the average share price in <strong>2010</strong>.<br />

A capital increase in connection with the merger with 3S Industries Ltd, Lyss, Switzerland,<br />

was approved at the Extraordinary General Meeting of 14 January <strong>2010</strong>. The <strong>Meyer</strong> <strong>Burger</strong><br />

<strong>Technology</strong> registered shares required for the share swap were created by means of the capital<br />

increase. The share capital was increased after the General Meeting by CHF 625,231.20<br />

(12,504,624 registered shares at a par value of CHF 0.05) for the purpose of completing the<br />

merger. The new shares will be entitled to all dividends approved by the General Meeting from<br />

the time of completion of the merger with the 3S Group onwards. These new shares were


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

taken into account in the above calculation of earnings per share in <strong>2010</strong>. The calculations<br />

for 2009 did not take into account the shares that were newly created in <strong>2010</strong>, since these<br />

new shares did not affect the capital contribution used to generate the profit. For information<br />

on the merger with the 3S Group, see Note 6.30.1.<br />

6.27 Contingent liabilities<br />

The guarantees amounting to TCHF 149,500 recognised in the 2009 <strong>Annual</strong> <strong>Report</strong> related<br />

to guarantees by <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd for obligations of <strong>Meyer</strong> <strong>Burger</strong> Ltd in connection<br />

with taking up the syndicated loan. This is an intragroup guarantee and not a contingent<br />

liability towards third parties. As of 31 December <strong>2010</strong>, there were no contingent liabilities<br />

vis­à­vis third parties.<br />

6.28 Leasing<br />

Future liabilities from operating leasing<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

Due date in the following fiscal year<br />

6 131 3 793<br />

Due date from 1 to 5 years 12 812 8 835<br />

Due date more than 5 years 33 775 3 250<br />

Future liabilities from operating leasing 52 718 15 878<br />

Leasing payments reflected in income statement<br />

Minimal leasing payment 9 652 3 361<br />

Conditional leasing payment 270 23<br />

Obligations arising from operating leases mainly relate to obligations for non­cancellable<br />

rights to build and rental agreements. The largest items are composed as follows:<br />

– Right to build agreement: <strong>Meyer</strong> <strong>Burger</strong> Ltd has entered into a right to build agreement<br />

with the city of Thun for the construction of new company premises. The agreement has a<br />

term of 99 years. Future lease obligations for this future ground rent amount to CHF 30.6<br />

million.<br />

– Rental agreements for property leased by <strong>Meyer</strong> <strong>Burger</strong> Ltd (CHF 4.4 million), Diamond<br />

Materials Tech, Inc. (CHF 5.5 million), Somont GmbH (CHF 4.7 million) and <strong>Meyer</strong> <strong>Burger</strong><br />

Machinery (Shanghai) Co. Ltd. (CHF 2 million).<br />

The expenses for operating lease obligations recognised in the income statement amounted<br />

to CHF 9.7 million in the reporting period (previous year: CHF 3.4 million).<br />

6.29 Fire insurance values<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

Inventories and equipment<br />

257 613 178 725<br />

Fire insurance values 257 613 178 725<br />

127


128 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

6.30 Business combinations<br />

6.30.1 Merger with 3S Industries Ltd<br />

At the Extraordinary General Meeting of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd on 14 January <strong>2010</strong> in<br />

Berne, the shareholders agreed to the merger with 3S Industries Ltd, Lyss, Switzerland. The<br />

General Meeting of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd approved the merger between the company<br />

and 3S Industries Ltd and the merger agreement of 8 December 2009. The Extraordinary General<br />

Meeting of 3S Industries Ltd, also held on 14 January <strong>2010</strong>, likewise gave its full consent<br />

to the merger with <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. On the basis of the approved merger agreement<br />

and the statutory regulations, <strong>Meyer</strong> <strong>Burger</strong> took over all assets and liabilities of 3S Industries<br />

Ltd in the merger.<br />

3S Industries Ltd was integrated into <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd in the absorption merger<br />

and was deregistered upon its completion, or rather when the merger was entered in the<br />

commercial register. The following group companies of 3S Industries Ltd were thus transferred<br />

to <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd in the merger:<br />

– 3S Swiss Solar Systems Ltd, Lyss (Switzerland)<br />

– 3S Swiss Solar Equipment Ltd, Lyss (Switzerland)<br />

– Pasan SA, Neuchâtel (Switzerland)<br />

– Somont GmbH, Umkirch (Germany)<br />

– Service companies in the USA, Singapore, Spain and Hong Kong<br />

100% of the shares in the equity and voting rights of the above­mentioned companies was<br />

acquired.<br />

Through this merger, <strong>Meyer</strong> <strong>Burger</strong> Group became the first global technology group in the<br />

solar industry to cover the key technology steps in the photovoltaics value chain from solar<br />

silicon to finished solar installations. The business combination offers fully integrated production<br />

solutions for the solar industry consisting of machinery and automated production lines,<br />

critical consumables, process know­how and local service from a single source. The combination<br />

of these core competences is unique and enables further significant cost reductions<br />

along the entire manufacturing chain, with the aim of reaching the targeted grid parity for<br />

solar energy even more quickly. The companies are an ideal fit in terms of technology portfolio<br />

and geographical presence, and have a global sales and service network at their disposal<br />

which is unique in the industry.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

The following assets were acquired through the merger with 3S Industries Ltd:<br />

in TCHF Fair value<br />

Cash and cash equivalents<br />

46 924<br />

Trade receivables 14 963 1<br />

Financial assets 79<br />

Inventory 28 245<br />

Property, plant and equipment 8 154<br />

Intangible assets 184 655<br />

Deferred tax assets 252 2<br />

Other receivables 8 251 3<br />

Trade payables (11 710)<br />

Customer prepayments (5 096)<br />

Provisions (4 108)<br />

Deferred tax liabilities (43 007) 4<br />

Defined benefit obligation (3 281)<br />

Other liabilities (18 980)<br />

Acquired net assets 205 340<br />

Goodwill 141 503 4<br />

Purchase price 346 843<br />

plus acquired cash and cash equivalents 46 924<br />

less value of employee options absorbed (14 803)<br />

less fair value of shares issued (331 998)<br />

less paid value for fraction of shares in the merger (41)<br />

Net cash inflow 46 924<br />

1 Gross amount of contractual trade receivables TCHF 16 053<br />

Operating value adjustments TCHF (1 089)<br />

Fair value of acquired trade receivables TCHF 14 963<br />

2 The gross amount of deferred tax assets relates to carry forward losses that have not been used tax wise and reflect the<br />

fair value at the time of the acquisition.<br />

3 The other receivables consist of other receivables third parties, prepayments to suppliers and prepaid expenses. The<br />

gross amount of these other receivables reflect the fair value at the time of the acquisition.<br />

4 3S Swiss Solar Systems Ltd received a tax relief at the end of <strong>2010</strong> that will be applicable for reporting periods starting<br />

from 2011. Due to this tax relief the tax rate for the calculation of the deferred income tax liabilities at the time of the acquisition<br />

is reduced when compared to the amount published in the Half Year report <strong>2010</strong>. The reduction in the deferred<br />

income tax liabilities due to the lower tax rate has resulted in a change in goodwill.<br />

In the context of the purchase price allocation, intangible assets (brand names, customer<br />

relationships, technologies, software, order backlog) were identified, measured and assigned<br />

to the acquired companies.<br />

The goodwill recognised that is not assigned to any asset category represents strategic advantages<br />

resulting from the business combination. These include complementary product<br />

ranges, growth potential, anticipated synergies, the acquired know­how of the employees,<br />

network setup costs and a premium paid for the business combination.<br />

Between the purchase date and 31 December <strong>2010</strong>, the acquired 3S companies generated<br />

net revenue of TCHF 132,443 and realised a loss of TCHF 8,175. This loss results largely<br />

from the amortisation of the intangible assets acquired in the merger, amounting to TCHF<br />

31,211. If the companies had been included in the consolidated financial statements as at<br />

129


130 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

1 January <strong>2010</strong>, this would not have had a material effect on the earnings or net revenue of<br />

the <strong>Meyer</strong> <strong>Burger</strong> Group.<br />

6.30.2 Buyout of the remaining Hennecke participation<br />

A 66% majority participation in Hennecke Systems GmbH (Hennecke) of Zülpich, Germany,<br />

was acquired on 14 February 2008. The purchase agreement included an option for <strong>Meyer</strong><br />

<strong>Burger</strong> to purchase the remaining 34%, which, under the agreement, could have been exercised<br />

in 2011. The payment for the remaining participation was estimated at CHF 38.5 million<br />

at the time of the acquisition on 14 February 2008.<br />

On 22 April <strong>2010</strong>, <strong>Meyer</strong> <strong>Burger</strong> took over this remaining 34% by exercising the purchase<br />

option early and making a payment of CHF 39.4 million (CHF 24.9 million in cash and<br />

CHF 14.5 million by issuing shares in <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd).<br />

Under the contractual agreement, the payment still to be made in relation to the purchase<br />

option for the remaining 34% of the shares was to result from the EBITDA achieved by<br />

Hennecke in <strong>2010</strong> and an adjusted capital market multiplier for <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd.<br />

On the basis of revised estimates of the <strong>2010</strong> EBITDA and the adjusted capital market<br />

multiplier, the value of the purchase option as of 31 December 2009 was reduced by CHF<br />

13.8 million compared with the estimate at the time of the acquisition and by CHF 1.3 million<br />

compared with 31 December 2008.<br />

Hennecke’s order situation developed very positively in <strong>2010</strong>, partly in conjunction with<br />

large orders which the company was able to acquire through the <strong>Meyer</strong> <strong>Burger</strong> Group. The<br />

EBITDA estimate for <strong>2010</strong> and the capital market multiplier of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />

had therefore increased accordingly at the time of the remaining payment being made. The<br />

purchase obligation of CHF 24.1 million recognised in the balance sheet was discharged<br />

by the early exercise of the purchase option as at 22 April <strong>2010</strong>. The share of the remaining<br />

payment in excess of the purchase obligation, amounting to CHF 15.3 million, was capitalised<br />

as additional goodwill.<br />

6.30.3 SGS<br />

With effect from 1 December <strong>2010</strong>, MBT Systems Ltd (formerly 3S Industries USA, Inc.) acquired<br />

certain assets and employees from SGS Slicing Solutions, Inc., Colombia, New Jersey,<br />

and from SGS Machine Tool, LLC, Hillsboro, Oregon, at their carrying amounts. The purchase<br />

price was TUSD 1,150.<br />

Both companies had been long­term strategic sales and service partners to MB Wafertec<br />

(<strong>Meyer</strong> <strong>Burger</strong> Ltd) in the area of sawing systems and solutions. At the same time, MBT Systems<br />

Ltd became a subsidiary of Diamond Materials Tech, Inc. and took over the sales and<br />

service functions for the <strong>Meyer</strong> <strong>Burger</strong> technology group in the USA.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

6.31 Significant shareholders<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd has the following significant shareholders:<br />

Shareholder Voting rights<br />

31.12.<strong>2010</strong><br />

Vontobel Fonds Services <strong>AG</strong> CH­Zurich 5.05%<br />

Peter Pauli CH­Möhlin 3.60% 1<br />

31.12.2009<br />

Vontobel Fonds Services <strong>AG</strong> CH­Zurich 7.65%<br />

Peter Pauli CH­Möhlin 5.71% 1<br />

Eiger Investments, LLC (formerly Diamond Wire <strong>Technology</strong>, LLC) USA­Colorado Springs 3.07%<br />

1 The voting rights reflect the participation held by registered shares, employee options, and restricted shares.<br />

6.32 Compensation, participations and loans to members of the Board of<br />

Directors, Advisory Board and Executive Board (disclosure in accordance<br />

with the Swiss Code of Obligations)<br />

6.32.1 Compensation to non-executive members of the Board of Directors<br />

<strong>2010</strong><br />

Name<br />

Position<br />

in Board of<br />

Directors<br />

Honorarium 1<br />

(CHF)<br />

Share related<br />

compensation 2<br />

(number)<br />

Share related<br />

compensation 2<br />

(CHF)<br />

Additional<br />

compensation 3<br />

(CHF)<br />

Social benefits 4<br />

(CHF)<br />

Peter M. Wagner<br />

Chairman<br />

203 000 2 500 72 125 126 520 27 089 428 734<br />

Dr. Alexander Vogel Vice Chairman 103 000 1 500 43 275 – 7 946 154 221<br />

Rudolf Samuel Güdel Member 70 000 1 000 28 850 – 5 400 104 250<br />

Heinz Roth Member 93 000 1 000 28 850 – 7 175 129 025<br />

Rolf Wägli Member 93 000 1 000 28 850 – 42 879 164 729<br />

Prof. Dr. Eicke Weber Member 5 – – – – – –<br />

Prof. Dr. Konrad Wegener Member 55 000 1 000 28 850 – 4 243 88 093<br />

Total 617 000 8 000 230 800 126 520 94 732 1 069 052<br />

1 Fees as a member of the Board of Directors and member of the Board of Directors’ committees.<br />

2 The shares were allocated on 15 December <strong>2010</strong> with a nominal value of CHF 0.05. The share price at the time of issue<br />

was CHF 28.90. In calculating the total compensation, the allocated shares were valued at CHF 28.85. The shares have<br />

a vesting period of 2 years. Upon termination of an individual’s employment contract or Board membership, the shares<br />

for which the two­year vesting period has not yet expired will be returned to the company.<br />

3 The additional compensation for Peter M. Wagner includes the compensation for his role as temporary Chief Operating<br />

Officer (COO) at AMB Apparate + Maschinenbau GmbH.<br />

4 Includes post­employment benefits on Board of Directors’ fee, on additional compensations, and on options exercised<br />

during the reporting year.<br />

5 Prof. Dr. Eicke Weber was a member of the Board of Directors until 14 January <strong>2010</strong> and did not receive any compensation<br />

to cover the period 1 January to 14 January <strong>2010</strong>.<br />

131<br />

Total<br />

(CHF)


132 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Name<br />

2009<br />

Position<br />

in Board of<br />

Directors<br />

Honorarium<br />

(CHF)<br />

Options 1<br />

(number)<br />

Options 1<br />

(CHF)<br />

Additional<br />

compensation 2<br />

(CHF)<br />

Social benefits<br />

(CHF)<br />

Peter M. Wagner<br />

Chairman<br />

92 000 25 000 219 300 63 360 12 417 387 077<br />

Dr. Alexander Vogel Vice Chairman 63 660 15 000 131 580 – 3 861 199 101<br />

Prof. Dr. Eicke Weber Member 58 660 10 000 87 720 – – 146 380<br />

Heinz Roth Member 42 433 10 000 87 720 – 2 573 132 726<br />

Total 256 753 60 000 526 320 63 360 18 851 865 284<br />

Total<br />

(CHF)<br />

1 The number of options and exercise prices were adjusted in conjunction with the share split of 1:10 on 14 January <strong>2010</strong>.<br />

The options were allocated free of charge on 7 September 2009. They are non­transferable. The exercise price is CHF<br />

19.50 per option (prior to the share split CHF 195). The exercise price was calculated on the basis of the average closing<br />

price on the last 20 trading days prior to the allocation date. Each option entitles the holder to subscribe for one<br />

registered share in <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. The options have a vesting period of 2 years. The exercise period is<br />

from 7 September 2011 to 6 September 2013. Options may only be exercised while the holder has a valid employment<br />

contract or Board membership at the company. Options that have not been exercised will be forfeited after the expiry of<br />

the exercise period. In calculating the total compensation, the options were measured at CHF 8.772 per option (prior to<br />

the share split CHF 87.72). For more information on the calculation parameters and measurement of the options, see<br />

Note 7.18.<br />

2 The additional compensation for Peter M. Wagner includes professional service fees of CHF 44,960 and a bonus for his<br />

work as Head of Research & Development at <strong>Meyer</strong> <strong>Burger</strong> Ltd in 2008 (CHF 18,400).<br />

6.32.2 Compensation to members of the <strong>Technology</strong> Advisory Board<br />

<strong>2010</strong><br />

Name Position<br />

Honorarium<br />

(CHF)<br />

Total<br />

(CHF)<br />

Prof. Dr. Eicke Weber<br />

Chairman<br />

13 000 13 000<br />

Dr. Patrick Hofer­Noser Member 1 – –<br />

Sylvère Leu Member 1 – –<br />

Ralf Preu Member 5 250 5 250<br />

Prof. Dr. Konrad Wegener Member – –<br />

Total 18 250 18 250<br />

1 Dr. Patrick Hofer­Noser and Sylvère Leu do not receive any separate payment for their role on the Advisory Board. The<br />

compensation is included in their compensation as members of the Executive Board (see following section).<br />

2009<br />

No compensation in the 2009 reporting year, as the <strong>Technology</strong> Advisory Board was set up<br />

in <strong>2010</strong>.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

6.32.3 Compensation to the members of the Executive Board<br />

<strong>2010</strong><br />

Name Position<br />

Basic salary 1<br />

(CHF)<br />

Bonus<br />

(CHF)<br />

Share related<br />

compensation 2<br />

(number)<br />

Share related<br />

compensation 2<br />

(CHF)<br />

Compensation<br />

in kind 3<br />

(CHF)<br />

Social<br />

benefits<br />

(CHF)<br />

Peter Pauli<br />

Other members of the<br />

CEO<br />

270 400 322 840 8 900 256 765 7 619 111 299 968 923<br />

Executive Board<br />

711 532 506 200 18 900 545 265 17 037 330 697 2 110 731<br />

Total 981 932 829 040 27 800 802 030 24 656 441 996 3 079 654<br />

1 Peter Pauli was a member of the Board of Directors until 14 January <strong>2010</strong>. His basic salary includes his contractually<br />

agreed fixed salary as CEO of the company and his pro rata fee as a member of the company’s Board of Directors.<br />

2 The shares were allocated on 15 December <strong>2010</strong> with a nominal value of CHF 0.05. The share price at the time of issue<br />

was CHF 28.90. In calculating the total compensation, the allocated shares were valued at CHF 28.85. The shares have a<br />

vesting period of 2 years. Upon termination of an individual’s employment contract or Board membership, the shares for<br />

which the two­year vesting period has not yet expired will be returned to the company. For further information on the share<br />

plan, see Note 6.18.<br />

3 Compensation in kind includes the payment for private use of a company car. The sum declared in the salary statement<br />

for the purpose of filing a tax return under “private share of company car” was applied as a component of salary.<br />

2009<br />

Name Position<br />

Basic salary 3<br />

(CHF)<br />

Bonus<br />

(CHF)<br />

Options<br />

(number)<br />

Options 1<br />

(CHF)<br />

Compensation<br />

in kind 2<br />

(CHF)<br />

Social benefits<br />

(CHF)<br />

Peter Pauli Delegate of the<br />

Board of Directors,<br />

Chief Executive Director 256 100 255 288 7 400 649 128 7 619 129 550 1 297 685<br />

Michel Hirschi Chief Financial Officer 195 160 91 821 5 000 438 600 5 621 65 028 796 230<br />

Total 451 260 347 109 12 400 1 087 728 13 240 194 578 2 093 915<br />

1 Options were allocated to the members of the Executive Board in the 2009 reporting year on the same conditions as<br />

those allocated to the non­executive members of the Board of Directors. For details of the options, please refer to footnote<br />

1) below the table showing the compensation to non­executive members of the Board of Directors for 2009.<br />

2 Compensation in kind includes the payment for private use of a company car. The sum declared in the salary statement<br />

for the purpose of filing a tax return under “private share of company car” was applied as a component of salary.<br />

3 Peter Pauli’s basic salary includes his contractually agreed fixed salary as CEO of the company and his fee as a member<br />

of the company’s Board of Directors.<br />

6.32.4 Compensation to related parties<br />

The related parties consist primarily of shareholders, members of the Board of Directors,<br />

pension funds, members of the Executive Board and non­consolidated subsidiaries.<br />

Information on the allocation of free options to the Board of Directors and Executive Board is<br />

disclosed in detail in Note 6.32.<br />

The company and <strong>Meyer</strong> <strong>Burger</strong> Ltd procure advisory services from meyerlustenberger,<br />

among others. Dr Alexander Vogel, member of the Board of Directors, is a partner in this law<br />

firm. The scope of the services performed came to TCHF 615 in the <strong>2010</strong> fiscal year and<br />

TCHF 883 in the 2009 fiscal year.<br />

133<br />

Total<br />

(CHF)<br />

Total<br />

(CHF)


134 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

In addition to his role on the Board of Directors, Peter M. Wagner also held the position of tem­<br />

porary Chief Operating Officer (COO) of AMB Apparate + Maschinenbau GmbH in <strong>2010</strong>. His<br />

compensation in this regard totalled TCHF 127 in <strong>2010</strong>. A fee of TCHF 18 (bonus for 2008) was<br />

paid to Mr Wagner in 2009 for his work as interim Head of Research & Development at <strong>Meyer</strong><br />

<strong>Burger</strong> Ltd in 2008. He also invoiced TCHF 45 for additional professional services in 2009.<br />

The company procures services from the Güdel Group. Mr Rudolf Güdel was a member of the<br />

Board of Directors of 3S Industries <strong>AG</strong> and, since the merger on 14 January <strong>2010</strong>, has been a<br />

member of the Board of Directors of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. He holds a participation in<br />

Güdel Group and is also a member of its Board of Directors. The total value of procured services<br />

during the <strong>2010</strong> reporting year was CHF 4.4 million. Companies in the Güdel Group purchased<br />

goods and services from Pasan SA in the amount of TCHF 122 during the year under<br />

review. In 2009, Mr Rudolf Güdel was not yet a member of the Board of Directors of <strong>Meyer</strong><br />

<strong>Burger</strong> <strong>Technology</strong> Ltd, with the result that he and his related parties were not included in the<br />

company’s group of related parties.<br />

The company procures services from CLS Communication <strong>AG</strong> (a wholly owned subsidiary of<br />

CLS Corporate Language Services Holding <strong>AG</strong>). CFO Michel Hirschi is a member of the Board<br />

of Directors of CLS Corporate Language Services Holding <strong>AG</strong>. The scope of the services performed<br />

came to TCHF 51.2 in the <strong>2010</strong> fiscal year and TCHF 26 in the 2009 fiscal year.<br />

The Fraunhofer Institute for Solar Systems ISE, in Freiburg, Germany, headed by Professor<br />

Eicke R. Weber, invoiced the <strong>Meyer</strong> <strong>Burger</strong> Group TCHF 6 in 2009 for services in connection<br />

with technical support and expert reports. No services were obtained from this institute during<br />

the reporting year.<br />

Of the compensation to related parties described above, TCHF 386 (31.12.2009: TCHF 519)<br />

had not yet been paid as at 31 December <strong>2010</strong> and was recognised as a liability in the balance<br />

sheet. Of the goods and services provided to related parties, TCHF 186 (31.12.2009: CHF 0)<br />

had not yet been paid as at 31 December <strong>2010</strong> and was recognised as a receivable in the balance<br />

sheet.<br />

All business relationships with related parties are conducted at “arm’s length”. No unusual<br />

transactions were effected with either the main shareholders or other related parties.<br />

6.32.5 Compensation to former Board members<br />

No compensation was paid to former Board members in 2009 or <strong>2010</strong>.<br />

6.32.6 Loans and credits to members of the Board of Directors or the Executive Board<br />

As of 31 December <strong>2010</strong> and 31 December 2009 respectively, there were no company<br />

loans or credits outstanding to the current members of the Board of Directors, the Executive<br />

Board or or the <strong>Technology</strong> Advisory Board. There were also no loans or credits outstanding<br />

to former members of the Board of Directors or the Executive Board or any related party.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

6.32.7 Participations in the company<br />

<strong>2010</strong><br />

The members of the Board of Directors, the <strong>Technology</strong> Advisory Board and the Executive<br />

Board (including related parties) held the following participations through shares, option<br />

rights and restricted shares in <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd as of 31 December <strong>2010</strong>:<br />

Name Position<br />

Peter M. Wagner Chairman of the Board<br />

of Directors<br />

Dr. Alexander Vogel Vice Chairman of the<br />

Board of Directors<br />

Rudolf Samuel Güdel Member of the Board<br />

of Directors<br />

Heinz Roth Member of the Board<br />

of Directors<br />

Rolf Wägli Member of the Board<br />

of Directors<br />

Prof. Dr. Konrad Wegener<br />

Member of the Board<br />

of Directors<br />

Registered<br />

shares<br />

(number)<br />

6 500<br />

50 000<br />

–<br />

10 000<br />

–<br />

–<br />

Options 1<br />

(number)<br />

75 000<br />

45 000<br />

7 143<br />

10 000<br />

14 643<br />

3 571<br />

Restricted<br />

shares 2<br />

(number)<br />

2 500<br />

1 500<br />

1 000<br />

1 000<br />

1 000<br />

1 000<br />

Total participation<br />

(in % of<br />

outstanding<br />

shares)<br />

0.18%<br />

0.21%<br />

0.02%<br />

0.05%<br />

0.03%<br />

0.01%<br />

Prof. Dr. Eicke Weber Chairman of the <strong>Technology</strong><br />

Advisory Board<br />

– 30 000<br />

– 0.07%<br />

Peter Pauli Chief Executive Officer 1 484 000 148 000 8 900 3.60%<br />

Michel Hirschi Chief Financial Officer 215 000 150 000 6 000 0.82%<br />

Patrick Hofer­Noser Chief <strong>Technology</strong> Officer,<br />

Deputy CEO<br />

113 368 304 077 7 400 0.93%<br />

Sylvère Leu Chief Innovation Officer – – 5 500 0.01%<br />

1 Details of the options are shown in the following table.<br />

2 Details of the shares (in vesting period) are shown in the following table.<br />

3 Total participation in accordance with the regulations of SESTA, in force since 1 December 2007, showing the participation<br />

(including options) as a percentage of the number of outstanding registered shares as of 31 December <strong>2010</strong>.<br />

Details in relation to options<br />

Details of total options held by the members of the Board of Directors, the Executive Board<br />

and the <strong>Technology</strong> Advisory Board as of 31 December <strong>2010</strong>:<br />

Grant date<br />

Number<br />

of options<br />

Exercise price<br />

(CHF) Ratio<br />

Vesting<br />

period Exercise period<br />

12.09.2007<br />

90 000 20.40 1 : 1 2 years<br />

14.09.2009–14.09.2011<br />

04.11.2008 174 000 15.37 1 : 1 2 years 04.11.<strong>2010</strong>–04.11.2012<br />

07.09.2009 184 000 19.50 1 : 1 2 years 07.09.2011–06.09.2013<br />

14.01.<strong>2010</strong> 1 329 434 6.41 1 : 1 div. div.<br />

1 The options issued in <strong>2010</strong> were options from the 3S Industries Ltd option plan which were acquired in the context of<br />

the merger with 3S Industries Ltd and integrated into the <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd option plan.<br />

The options were granted free of charge. They are non­transferable. Each option entitles the<br />

holder to subscribe for one registered share in <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. After the defined<br />

vesting period, the options may be exercised during the exercise period, but only if the<br />

holder has a valid employment contract or Board membership. Options that have not been<br />

exercised will be forfeited after the expiry of the exercise period.<br />

135


136 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Details of shares in vesting period<br />

Granted<br />

15.12.<strong>2010</strong><br />

Number<br />

of shares Vesting until<br />

35 800<br />

01.12.2012<br />

2009<br />

The members of the Board of Directors and the Executive Board (including related parties)<br />

held the following participations through shares and option rights in <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong><br />

Ltd as of 31 December 2009:<br />

Name Position<br />

Registered<br />

shares<br />

(number)<br />

Options 1<br />

(number)<br />

Participation<br />

total 2<br />

(in % of<br />

outstanding<br />

shares)<br />

Peter M. Wagner<br />

Chairman of the Board of Directors<br />

4 000 75 000 0.25%<br />

Dr. Alexander Vogel Vice Chairman of the Board of Directors 50 000 45 000 0.30%<br />

Prof. Dr. Eicke Weber Member of the Board of Directors – 30 000 0.09%<br />

Heinz Roth Member of the Board of Directors<br />

Delegate of the Board of Directors,<br />

– 10 000 0.03%<br />

Peter Pauli<br />

Chief Executive Officer<br />

1 647 000 185 000 5.71%<br />

Michel Hirschi Chief Financial Officer 210 000 155 000 1.14%<br />

1 Details of the options are shown in the following table.<br />

2 Total participation in accordance with the regulations of SESTA, in force since 1 December 2007, showing the participation<br />

(including options) as a percentage of the number of outstanding registered shares as of 31 December 2009.<br />

Details of total options held by the members of the Board of Directors and the Executive<br />

Board as of 31 December 2009:<br />

Grant date<br />

Number<br />

of options<br />

Exercise price<br />

(CHF) Ratio<br />

Vesting<br />

period Exercise period<br />

05.10.2006<br />

5 000 4.83 1 : 1 2 years<br />

05.10.2008–05.10.<strong>2010</strong><br />

12.09.2007 137 000 20.40 1 : 1 2 years 14.09.2009–14.09.2011<br />

04.11.2008 174 000 15.37 1 : 1 2 years 04.11.<strong>2010</strong>–04.11.2012<br />

07.09.2009 184 000 19.50 1 : 1 2 years 07.09.2011–06.09.2013<br />

The options were granted free of charge. They are non­transferable. Each option entitles the<br />

holder to subscribe for one registered share in <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd. After the defined<br />

vesting period, the options may be exercised during the exercise period, but only if the<br />

holder has a valid employment contract or Board membership. Options that have not been<br />

exercised will be forfeited after the expiry of the exercise period.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

6.33 Disclosures on implementation of a risk assessment pursuant to the<br />

Swiss Code of Obligations<br />

In its capacity as an international group, <strong>Meyer</strong> <strong>Burger</strong> Group is exposed to various financial<br />

and non­financial risks that are inextricably linked to its business activities. In the broadest<br />

sense, the risks are defined as the threat that it might not be possible for the Group to<br />

achieve its financial, operational or strategic aims as planned. In order to secure the Group’s<br />

long­term corporate success, it is therefore crucial that risks are identified effectively, analysed<br />

and either eliminated or limited by means of suitable measures.<br />

Clearly defined management information and control systems are used to measure, monitor<br />

and control the risks to which <strong>Meyer</strong> <strong>Burger</strong> is exposed. Detailed reports are prepared on a<br />

half­yearly basis, and the Board of Directors is briefed accordingly. In <strong>2010</strong>, the Board of<br />

Directors discussed the risk portfolio during two Board meetings.<br />

For the purposes of guaranteeing effective risk management, transparency and the aggregation<br />

of risks in risk reporting, <strong>Meyer</strong> <strong>Burger</strong> has opted for a uniform and integrated approach<br />

to corporate risk management across the Group as a whole.<br />

As part of the risk assessment process, the probability of occurrence and the extent of the<br />

loss are considered. <strong>Meyer</strong> <strong>Burger</strong> uses both quantitative and qualitative methods for this<br />

process, applying these on a uniform basis across the Group as a whole and thereby enabling<br />

risk assessments to be compared across different areas of the company. Based on<br />

the results for probability of occurrence and expected implications, a clear risk assessment<br />

matrix is drawn up.<br />

To ensure transparency with regard to all risks within the Group and also to facilitate risk<br />

management and reporting processes, the risk portfolio is managed and maintained using<br />

organisational and process management software (IMS­KWP).<br />

6.34 Events after the reporting date<br />

There have been no events since the balance sheet date that could have a material influence<br />

on the <strong>2010</strong> annual financial statements.<br />

137


138 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

<strong>Report</strong> of the auditors


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

<strong>Report</strong> of the auditors<br />

139


140 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Financial Statements <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />

Balance sheet<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

Assets<br />

Current assets<br />

Cash and cash equivalents 79 152 16 023<br />

Treasury shares 574 –<br />

Receivables intercompany 17 916 4 148<br />

Other receivables third parties 133 32<br />

Other receivables intercompany 119 154 71 378<br />

Accruals third parties 164 82<br />

Total current assets<br />

Long-term assets<br />

217 093 91 663<br />

Investments 10 542 37 051<br />

Loans intercompany 9 974 –<br />

Property, plant and equipment 62 83<br />

Intangible assets 910 –<br />

Total long-term assets 21 488 37 134<br />

Total assets 238 581 128 797<br />

Liabilities and equity<br />

Liabilities<br />

Liabilities third parties 2 156 1 293<br />

Liabilities intercompany 255 15<br />

Deferrals third parties 6 012 2 417<br />

Long­term provisions 99 33<br />

Total liabilities<br />

Equity<br />

8 522 3 758<br />

Share capital 2 279 1 605<br />

Capital reserves 175 276 89 141<br />

Reserve for treasury shares 574 –<br />

Retained earnings 51 930 34 293<br />

Total equity 230 059 125 039<br />

Total liabilities and equity 238 581 128 797


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Income statement<br />

in TCHF 1.1.–31.12.<strong>2010</strong> 1.1.–31.12.2009<br />

Income<br />

Other operating income 16 003 10 245<br />

Dividend income 35 000 25 000<br />

Financial income 209 1 519<br />

Interest income 7 050 1 620<br />

Profit from foreign currency translations – 1 424<br />

Total income<br />

Expenses<br />

58 262 39 808<br />

Personnel expenses 6 557 2 485<br />

Compensation to Board of Directors and <strong>Technology</strong> Advisory Board 635 257<br />

Administrative expenses 9 761 3 682<br />

Interest on loans – 105<br />

Financial expenses 1 689 –<br />

Bank interest and fees 253 48<br />

Loss from currency translations 21 635 –<br />

Depreciation and amortisation 96 48<br />

Taxes (1) 605<br />

Total expenses 40 625 7 230<br />

Net profit 17 637 32 578<br />

141


142 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Notes to the financial statements<br />

Information on significant investments<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

<strong>Meyer</strong> <strong>Burger</strong> Ltd, Thun<br />

Purpose: Manufacturing and trading in machines and their parts<br />

Share capital 500 500<br />

Percentage of capital held 100% 100%<br />

<strong>Meyer</strong> <strong>Burger</strong> GmbH, Langenfeld<br />

Purpose: Holding of participations of <strong>Meyer</strong> <strong>Burger</strong> Group in Germany (Holding company)<br />

Common stock 41 41<br />

Percentage of capital held 100% 100%<br />

<strong>Meyer</strong> <strong>Burger</strong> France SAS, Paris<br />

Purpose: Holding of participations of <strong>Meyer</strong> <strong>Burger</strong> Group in France (Holding company)<br />

Share capital – 60<br />

Percentage of capital held – 100%<br />

MB Services AS, Porsgrunn<br />

Purpose: Providing of services<br />

Common stock 20 20<br />

Percentage of capital held 100% 100%<br />

MB Services Pte. Ltd., Singapore<br />

Purpose: Providing of services<br />

Common stock 0 0<br />

Percentage of capital held 100% 100%<br />

MB Services Co. Ltd., Taiwan<br />

Purpose: Providing of services<br />

Common stock 166 49<br />

Percentage of capital held 100% 100%<br />

<strong>Meyer</strong> <strong>Burger</strong> Systems (Shanghai) Co. Ltd., Shanghai<br />

Purpose: Providing of services<br />

Common stock 1 080 –<br />

Percentage of capital held 100% –<br />

3S Swiss Solar Systems Ltd, Lyss<br />

Purpose: Management and operation of companies in the area of solar energy<br />

Share capital 3 000 –<br />

Percentage of capital held 100% –<br />

Pasan SA, Neuchâtel<br />

Purpose: Manufacturing, purchase and sales of electronic, electromechanical and<br />

audiovisual solar power plants<br />

Share capital 102 –<br />

Percentage of capital held 100% –<br />

3S Industries Ltd, Hong Kong<br />

Purpose: Providing of services<br />

Common stock 0 –<br />

Percentage of capital held 100% –


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

in TCHF 31.12.<strong>2010</strong> 31.12.2009<br />

<strong>Meyer</strong> <strong>Burger</strong> S.L., Barcelona<br />

Purpose: Providing of services<br />

Common stock 4 –<br />

Percentage of capital held 100% –<br />

MB Systems PVT, Ltd, Pune, India<br />

Purpose: Providing of services<br />

Common stock 21 –<br />

Percentage of capital held 85% –<br />

MB Systems Co. Ltd, Seoul<br />

Purpose: Providing of services<br />

Common stock 45 –<br />

Percentage of capital held 100% –<br />

Other operating income<br />

Other operating income in fiscal year <strong>2010</strong> includes mainly management fees that were<br />

invoiced to the consolidated companies.<br />

Dividend income<br />

The disclosed dividend income of TCHF 35,000 in fiscal year <strong>2010</strong> reflects the dividend payout<br />

for fiscal year 2009 that was authorised by the Ordinary General Meeting of Shareholders<br />

of <strong>Meyer</strong> <strong>Burger</strong> Ltd, Thun, held on 6 April <strong>2010</strong>.<br />

Interest income<br />

The reported interest income in fiscal year <strong>2010</strong> includes mainly the interest received for<br />

loans to consolidated group companies.<br />

Loss from foreign currency translations<br />

The decline of the Euro against the Swiss Franc compared with year­end 2009 led to a substantially<br />

lower valuation of intercompany loans to foreign subsidiaries as of the balance sheet<br />

date 31 December <strong>2010</strong>. The loss from foreign currency translations is mainly due to this new<br />

valuation as of 31 December <strong>2010</strong>.<br />

Leasing liabilities not entered in the balance sheet<br />

Leasing liabilities not entered in the balance sheet amounted to TCHF 40 in fiscal year <strong>2010</strong><br />

and to TCHF 32 in the previous year.<br />

Liabilities towards pension plan institutions<br />

Liabilities towards pension plan institutions amounted to TCHF 5 in fiscal year <strong>2010</strong>. There<br />

were no liabilities towards pension plan institutions in the previous year.<br />

Guarantees, pledged assets<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd guarantees for a credit line of <strong>Meyer</strong> <strong>Burger</strong> Ltd in a maximum<br />

amount of TCHF 149,500. The credit limit amounts to TCHF 130,000.<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd guarantees for the fleet framework contract with a total<br />

guarantee of TCHF 2,000.<br />

143


144 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Share capital<br />

The share capital of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd as of 31 December <strong>2010</strong> is divided into<br />

45,584,723 registered shares with a par value of CHF 0.05 each. The share capital is fully<br />

paid up.<br />

Conditional capital<br />

In accordance with Article 3b of the Articles of Association, <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />

held conditional share capital as of 1 January <strong>2010</strong> of CHF 203,287.50 for option rights<br />

granted to employees and members of the Board of Directors of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong><br />

Ltd or of group companies. This capital was created by resolutions passed by the General<br />

Meetings of Shareholders held on 29 September 2006 and 8 May 2008 and was adjusted<br />

in conjunction with the merger with 3S Industries Ltd on the occasion of the company’s<br />

Extra ordinary General Meeting on 14 January <strong>2010</strong> due to the share split in a ratio of 1:10.<br />

In accordance with Article 3c of the Articles of Association, <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />

held conditional share capital as of 1 January <strong>2010</strong> of CHF 150,000 for conversion and/or<br />

option rights granted in connection with convertible bonds, bonds with options or other<br />

financial market instruments of the company or group companies. This capital was created<br />

by a resolution passed by the General Meeting of Shareholders on 8 May 2008, was adjusted<br />

in conjunction with the merger with 3S Industries Ltd on the occasion of the Extraordinary<br />

General Meeting of the company on 14 January <strong>2010</strong> due to the share split in a ratio of 1:10<br />

and was subsequently increased from CHF 150,000 to CHF 200,000 on the occasion of the<br />

Ordinary General Meeting of 29 April <strong>2010</strong>.<br />

Pursuant to Articles 3b and 3c of the Articles of Association, dated 29 April <strong>2010</strong>, the share<br />

capital may be increased as follows:<br />

− The share capital may be increased by a maximum of CHF 202,512.50 through the exercise<br />

of option rights granted to the employees and members of the Board of Directors of<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd or of group companies in accordance with a plan to be<br />

devised by the Board of Directors. The preferential rights of the shareholders shall be<br />

excluded. The new registered shares will be subject to the registration restrictions set forth<br />

in Article 4 of the Articles of Association following acquisition.<br />

− The share capital will be increased by a maximum amount of CHF 200,000 by virtue of the<br />

exercise of conversion and/or option rights in conjunction with convertible bonds, bonds<br />

with options or similar financial market instruments of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd or<br />

group companies.<br />

The preferential rights of shareholders are excluded in the event of the issuance of convertible<br />

bonds, bonds with options or other financial market instruments which are linked to<br />

conversion and/or option rights. Holders of conversion and/or option rights are entitled to<br />

subscribe for the new shares. The acquisition of shares through the exercise of conversion<br />

and/or option rights and each subsequent transfer of the shares is subject to the registration<br />

restrictions set forth in Article 4 of the Articles of Association following acquisition.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

The Board of Directors may limit or withdraw the preferential rights of shareholders to sub­<br />

scribe to convertible bonds, bonds with option rights or similar financial market instruments<br />

when they are issued, if:<br />

− the financial instruments with conversion or option rights are issued in connection with the<br />

financing or refinancing of the acquisition of an enterprise or parts of an enterprise, participations<br />

or new investment projects, or<br />

− an issue by firm underwriting by a bank or consortium of banks with subsequent offering<br />

to the public without preferential subscription rights seems to be the most appropriate<br />

form of issue at the time, particularly in terms of the conditions or time plan of the transaction.<br />

If preferential subscription rights are withdrawn by a decision of the Board of Directors, the<br />

following conditions shall apply:<br />

− conversion rights may be exercisable for up to 10 years, option rights for up to 7 years<br />

from the date of the respective issuance; and<br />

− the respective financial market instruments must be issued at the relevant market conditions.<br />

As a result of the exercise of option rights, the conditional share capital in accordance with<br />

Article 3b of the Articles of Association was reduced to CHF 181,232.35 as of 31 December<br />

<strong>2010</strong>. The conditional share capital in accordance with Article 3c of the Articles of Association<br />

remained unchanged as of 31 December <strong>2010</strong> at CHF 200,000.<br />

Authorised share capital<br />

In accordance with its Articles of Association, as of 1 January <strong>2010</strong>, <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong><br />

Ltd had an authorised share capital of CHF 188,500, issuable up to 8 May <strong>2010</strong>,<br />

which was created by a resolution passed by the <strong>Annual</strong> General Meetings held on<br />

29 September 2006 and 8 May 2008. In conjunction with the completion of the purchase<br />

of the remaining 34% participation in Hennecke Systems GmbH, 540,346 registered<br />

shares in the company were issued from the then authorised share capital on 22 April<br />

<strong>2010</strong>. This reduced the authorised share capital to CHF 161,482.70. The continuation/<br />

creation of authorised capital in the maximum amount of CHF 225,000, issuance of which<br />

is possible until 29 April 2012, was resolved at the Ordinary General Meeting on 29 April<br />

<strong>2010</strong>.<br />

In accordance with Article 3a of the Articles of Association, dated 29 April <strong>2010</strong>, the Board of<br />

Directors is entitled to increase the share capital of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd by not more<br />

than CHF 225,000 until 29 April 2012.<br />

145


146 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

The Board of Directors is entitled to limit or exclude the subscription rights of the shareholders<br />

or allocate them to third parties if the new shares are to be used for the following purposes:<br />

− for the acquisition of enterprises, parts of enterprises, participations or new investment<br />

projects;<br />

− for the financing or refinancing of the acquisition of enterprises, parts of enterprises, participations<br />

or new investment projects; or<br />

− for a placement of shares in the capital market.<br />

Shares for which subscription rights have been granted but not exercised should be used in<br />

the interests of <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd.<br />

The increase may take place by means of a firm underwriting and/or in partial amounts. The<br />

Board of Directors is entitled to set the issue price of the shares, the type of contribution and<br />

the date of entitlement to dividends. Shares issued under these terms will be subject to the<br />

registration restrictions set forth in Article 4 of the Articles of Association of <strong>Meyer</strong> <strong>Burger</strong> Tech­<br />

nology Ltd.<br />

Treasury shares<br />

in TCHF No of shares 31.12.<strong>2010</strong> 31.12.2009<br />

Opening balance<br />

–<br />

–<br />

–<br />

Increase through merger with 3S Industries Ltd 46 727 589 –<br />

Decrease 1 206 15 –<br />

Total treasury shares 45 521 574 –<br />

Significant shareholders<br />

Shareholder Voting rights<br />

31.12.2009<br />

Vontobel Fonds Services <strong>AG</strong> CH­Zurich 5.05%<br />

Peter Pauli CH­Möhlin 3.60% 1<br />

31.12.2009<br />

Vontobel Fonds Services <strong>AG</strong> CH­Zurich 7.65%<br />

Peter Pauli CH­Möhlin 5.71% 1<br />

Eiger Investments, LLC (formerly Diamond Wire <strong>Technology</strong>, LLC) USA­Colorado Springs 3.07%<br />

1 The voting rights reflect the participation held by registered shares, employee options and restricted shares.<br />

Compensation, participations and loans to the members of the Board of Directors,<br />

the <strong>Technology</strong> Advisory Board and the Executive Board (Disclosure in accordance<br />

with Swiss Code of Obligations)<br />

For details to the compensation, please refer to the consolidated financial statements on<br />

page 131 of this <strong>Annual</strong> <strong>Report</strong>.<br />

Information on the procedure of a risk assessment<br />

For a description of the risk management, please refer to page 137 in the Notes to the consolidated<br />

financial statements.


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

Proposal by the Board of Directors for the<br />

allocation of retained earnings<br />

in TCHF <strong>2010</strong><br />

Proposal by<br />

the Board of<br />

Directors<br />

2009<br />

Resolution by the<br />

General Meeting<br />

of Shareholders<br />

For decision by the General Meeting of Shareholders<br />

Balance carried forward from the previous year 34 293 1 715<br />

Net profit for the period 17 637 32 578<br />

Retained earnings 51 930 34 293<br />

Proposal by the Board of Directors<br />

Allocation to the capital reserves – –<br />

Balance to be carried forward 51 930 34 293<br />

Retained earnings 51 930 34 293<br />

147


148 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

<strong>Report</strong> of the auditors


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information<br />

<strong>Report</strong> of the auditors<br />

149


150 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

<strong>Meyer</strong> <strong>Burger</strong> Group<br />

Five-Year Summary<br />

in TCHF <strong>2010</strong> 1 2009 1 2008 1 2007 2006<br />

Consolidated income statement<br />

Incoming orders 1 329 828 193 748 575 541 710 500 169 717<br />

Order backlog (as of 31 December) 1 048 535 516 367 829 832 657 900 141 365<br />

Net sales 826 005 420 943 448 378 207 968 82 619<br />

Gross profit 408 752 170 076 183 829 86 212 39 887<br />

in % of net sales 49.5% 40.4% 41.0% 41.5% 48.3%<br />

Earnings before interest, taxes, depreciation and amortization (EBITDA) 187 535 63 323 82 663 27 797 9 073<br />

in % of net sales 22.7% 15.0% 18.4% 13.4% 11.0%<br />

Earnings before interest and taxes (EBIT) 127 851 41 314 60 138 24 990 8 018<br />

in % of net sales 15.5% 9.8% 13.4% 12.0% 9.7%<br />

Earnings before taxes (EBT) 93 369 39 317 49 858 24 547 7 870<br />

Group earnings 97 949 29 177 35 017 19 187 5 608<br />

Consolidated balance sheet (as of 31 December)<br />

Total assets 1 066 799 460 195 398 776 207 835 124 744<br />

Current assets 624 564 283 745 284 651 193 821 117 353<br />

Long­term assets 442 234 176 450 114 124 14 014 7 391<br />

Current liabilities 372 300 178 178 205 773 130 834 70 405<br />

Non­current liabilities 51 572 85 730 67 286 7 104 3 582<br />

Equity 642 927 196 287 125 717 69 897 50 757<br />

Equity ratio 60.3% 42.7% 31.5% 33.6% 40.7%<br />

Cash flow statement<br />

Cash flow from operating activities before changes in NWC 347 520 55 265 22 747 37 230 15 288<br />

Cash flow from investing activities 10 147 (50 794) (57 665) (8 921) (3 658)<br />

Investments in property, plant and equipment (16 495) (5 845) (16 165) (8 125) (2 843)<br />

Cash flow from financing activities (53 557) 48 851 11 733 (4 411) 27 208<br />

Employees 2<br />

No. of employees (as of 31 December) 1 276 738 630 379 284<br />

Net sales by employee in TCHF 716 639 849 627 351<br />

Gross profit by employee in TCHF 355 258 348 260 156<br />

1 Financial statements in accordance with IFRS, previous years 2006–2007 according to Swiss GAAP FER<br />

2 Employees refers to full­time equivalent basis (FTE)


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 151<br />

Information for investors and the media<br />

Important dates<br />

21 March 2011: Press and Analyst Conference<br />

SIX Swiss Exchange, Zurich<br />

21 April 2011: Ordinary <strong>Annual</strong> General Meeting<br />

Stade de Suisse, Berne<br />

1 September 2011: Publication Half­Year<br />

Results 2011, SIX Swiss Exchange, Zurich<br />

Details to the registered shares<br />

Swiss valor number<br />

ISIN<br />

Listing<br />

SIX Ticker Symbol<br />

Reuters<br />

Bloomberg<br />

Nominal value per registered share<br />

Number of outstanding shares<br />

Share price high/low <strong>2010</strong><br />

Year end closing price <strong>2010</strong><br />

Accounting standard<br />

Auditors<br />

Contact Address<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />

Grabenstrasse 25<br />

CH­6340 Baar<br />

Switzerland<br />

Phone +41 41 761 80 00<br />

Fax +41 41 763 08 08<br />

Email mbtinfo@meyerburger.com<br />

www.meyerburger.com<br />

10850379<br />

CH0108503795<br />

SIX Swiss Exchange<br />

MBTN<br />

MBTN.S<br />

MBTN SW<br />

CHF 0.05<br />

45 584 723 as of 31 December <strong>2010</strong><br />

CHF 33.35/22.25<br />

CHF 29.15<br />

IFRS<br />

PricewaterhouseCoopers <strong>AG</strong><br />

Investor Relations<br />

Michel Hirschi<br />

Chief Financial Officer<br />

Phone +41 33 439 05 06<br />

Fax +41 33 439 36 88<br />

Email ir@meyerburger.com<br />

Media Relations<br />

Werner Buchholz<br />

Head of Group Communications<br />

Phone +41 33 439 05 06<br />

Fax +41 33 439 36 88<br />

Email w.buchholz@meyerburger.ch


152<br />

Address Details<br />

Group companies<br />

HOLDING<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />

Grabenstrasse 25, 6340 Baar, Switzerland<br />

Phone +41 41 761 80 00, Fax +41 41 763 08 08, Email mbtinfo@meyerburger.com, www.meyerburger.com<br />

3S MODULTEC<br />

3S Swiss Solar Systems Ltd<br />

Schachenweg 24, 3250 Lyss, Switzerland<br />

Phone +41 32 391 11 11, Fax +41 32 391 11 12, Email info@3­s.ch, www.3­s.ch<br />

3S PHOTOVOLTAICS<br />

3S Swiss Solar Systems Ltd<br />

Schachenweg 24, 3250 Lyss, Switzerland, Phone +41 32 391 11 11, Fax +41 32 391 11 12,<br />

Email info@3s­pv.ch, www.3s­pv.ch<br />

AMB AUTOMATION<br />

AMB Apparate + Maschinenbau GmbH<br />

Gottlieb­Daimler­Strasse 4, 86462 Langweid, Germany<br />

Phone +49 8230 700 99 0, Fax +49 8230 700 99 750, Email info@amb­automation.de,<br />

www.amb­automation.de<br />

DIAMOND WIRE<br />

Diamond Materials Tech, Inc.<br />

3505 N. Stone Ave., Colorado Springs, CO 80907, USA<br />

Phone +1 719 570 1150, Fax +1 719 570 1176, Email info@dmt­inc.com, www.dmt­inc.com<br />

HENNECKE<br />

Hennecke Systems GmbH<br />

Aachener Strasse 100, 53909 Zülpich, Germany<br />

Phone +49 2252 9408 01, Fax +49 2252 9408 98, Email info@hennecke­systems.de,<br />

www.hennecke­systems.de<br />

MB ROBOTICS<br />

<strong>Meyer</strong> <strong>Burger</strong> Automation GmbH<br />

Elisabeth­Selbert­Strasse 19, 40764 Langenfeld, Germany<br />

Phone +49 2173 3945 50, Fax +49 2173 3945 522, Email info@meyerburger.de, www.meyerburger.de<br />

MB WAFERTEC<br />

<strong>Meyer</strong> <strong>Burger</strong> Ltd<br />

Allmendstrasse 86, 3600 Thun, Switzerland<br />

Phone +41 33 439 05 05, Fax +41 33 439 05 10, Email mbinfo@meyerburger.ch, www.meyerburger.ch<br />

<strong>Meyer</strong> <strong>Burger</strong> Machinery (Shanghai) Co. Ltd<br />

Nanjing East Road, 200 001 Shanghai, China<br />

Phone +86 21 636 024 55, Fax +86 21 635 047 15, Email jin.li@meyerburger.cn, www.meyerburger.com/en/<br />

PASAN<br />

Pasan SA<br />

Rue Jaquet­Droz 8, 2000 Neuchâtel, Switzerland<br />

Phone +41 32 391 16 00, Fax +41 32 391 16 99, Email info@pasan.ch, www.pasan.ch<br />

<strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

SOMONT<br />

Somont GmbH<br />

Im Brunnenfeld 8, 79224 Umkirch, Germany<br />

Phone +49 7665 9809 7000, Fax +49 7665 9809 7999, Email info@somont.com, www.somont.com


<strong>Report</strong> FY <strong>2010</strong> Corporate Governance Financial <strong>Report</strong> Other Information 153<br />

Sales and Service companies<br />

<strong>Meyer</strong> <strong>Burger</strong> Machinery (Shanghai) Co. Ltd<br />

Nanjing East Road, 200 001 Shanghai, China<br />

Phone +86 21 636 024 55, Fax +86 21 635 047 15; Email Sales: jin.li@meyerburger.cn,<br />

Email Service: service@meyerburger.cn, www.mb­services.ch<br />

MB Systems Co. Ltd<br />

7F, Othrys B/D, 154­3, Samsung­dong, Gangnam­gu, Seoul 135­090, Korea<br />

Phone +82 2 3454 0701, Fax +82 2 3454 0760, Email info@mbsystems.kr, www.meyerburger.com/en/<br />

<strong>Meyer</strong> <strong>Burger</strong> Company Ltd<br />

1F, No. 86­50, Wenhua 1st Road, Gueishan Township, Taoyuan County 333, Taiwan<br />

Phone +886 3 396 06 36, Fax +886 3 396 06 23, Email service@meyerburger.tw, www.meyerburger.com/en/<br />

<strong>Meyer</strong> <strong>Burger</strong> India Private Ltd<br />

14 Commerce Avenue, Mahaganesh Colony, Paud Road, 411 038 Pune, India<br />

Phone +91 20 2545 9531 / 32, Fax +91 20 2545 9530, Email s.raibagi@meyerburger.in, www. meyerburger.com/en/<br />

MBT Systems Ltd<br />

309 Route 94, 07832 Columbia, NJ, USA<br />

Phone +1 908 496 8999, Fax +1 908 496 8998, Email sales@mbt­systems.com, www.meyerburger.com/en/<br />

<strong>Meyer</strong> <strong>Burger</strong> S.L.<br />

Alaba, 61 ­ Planta 6a, 08005 Barcelona, Spain<br />

Phone +34 931 131 132, Fax +34 932 208 626, Email info@meyerburger.es, www.meyerburger.com/en/<br />

Service companies<br />

<strong>Meyer</strong> <strong>Burger</strong> Kabushiki Kaisha<br />

Ishikawa Building 4F, 2­5­5 Kudan Minami, 102­0074 Chiyoda­ku, Tokyo, Japan<br />

Phone +81 3 5211 2123, Fax +81 3 4496 4206, Email service@meyerburger.jp<br />

MBT Systems Ltd<br />

23562 NW Clara Ln, 97124 Hillsboro, OR, USA<br />

Phone +1 503 645 3200, Fax +1 503 645 6707, Email spoc@mbt­systems.com<br />

<strong>Meyer</strong> <strong>Burger</strong> Services GmbH<br />

Albin­Schöne­Strasse 8, 04808 Wurzen, Germany<br />

Phone +49 342 585 410 90, Fax +49 342 585 410 99, Email services@meyerburger.de,<br />

www.meyerburger.com<br />

MB Services AS<br />

Tormod Gjestlandsveg 46, Bygg 239, 3908 Porsgrunn, Norway<br />

Phone +47 35 93 40 30, Fax +47 35 93 40 33, Email services@meyerburger.ch, www.meyerburger.com<br />

MB Services Pte. Ltd<br />

20, Tuas South Avenue 14, 637312 Singapore, Singapore<br />

Phone +65 6686 2170, Fax +65 6686 2173, Email service@meyerburger.sg, www.meyerburger.com


154 <strong>Meyer</strong> <strong>Burger</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

Declaration on Forward-Looking Statements<br />

This <strong>Report</strong> contains statements that constitute “forward­looking statements”, relating to <strong>Meyer</strong> <strong>Burger</strong>.<br />

Because these forward­looking statements are subject to risks and uncertainties, the reader is cautioned that<br />

actual future results may differ from those expressed in or implied by the statements, which constitute projections<br />

of possible developments. All forward­looking statements are based only on data available to <strong>Meyer</strong><br />

<strong>Burger</strong> at the time of preparing this <strong>Report</strong>. <strong>Meyer</strong> <strong>Burger</strong> does not undertake any obligation to update any<br />

forward­looking statements contained in this <strong>Report</strong> as a result of new information, future events or otherwise.<br />

This <strong>Report</strong> is also available in German. The original German language version is binding.<br />

The <strong>Report</strong> can also be viewed online: www.meyerburger.com<br />

Publishing Details<br />

Publisher: <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd, Baar<br />

Concept: Tolxdorff & Eicher Consulting, Horgen<br />

Layout, prepress and printing: Linkgroup, Zurich<br />

Translation: CLS Communication <strong>AG</strong>, Zurich<br />

© <strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd 2011


<strong>Meyer</strong> <strong>Burger</strong> <strong>Technology</strong> Ltd<br />

Grabenstrasse 25<br />

CH­6340 Baar<br />

Switzerland<br />

mbtinfo@meyerburger.com<br />

www.meyerburger.com

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